Introduction This Brochure relates to the Managed Account Strategies program (“Program”) sponsored by Goldman Sachs & Co. LLC (“GS&Co.”). The Program is offered to clients of GS&Co.’s Private Wealth Management group (“PWM”). PWM, together with various affiliates as described in the PWM Brochure, comprises the wealth management business of Goldman Sachs Asset & Wealth Management (“Asset & Wealth Management”) that perform investment advisory and other services on behalf of the wealth management business of Asset & Wealth Management. PWM primarily provides advisory services to high net worth individuals and institutional clients and helps clients build and preserve their financial wealth. PWM operates through offices located in Atlanta, Austin, Boston, Brentwood, Cohoes, Chicago, Dallas, Denver, Detroit, Houston, Los Angeles, Miami, New York, Philadelphia, San Francisco, Seattle, Washington, D.C. and West Palm Beach. Unless otherwise specified, references in this Brochure to “clients” mean Program clients and references to the advisory services provided by GS&Co. mean the advisory services provided by GS&Co. as sponsor of the Program. Clients investing in the Program include clients of advisory affiliates of GS&Co. that had previously been GS&Co. clients or where a GS&Co. advisory affiliate otherwise makes the Program available. Certain GS&Co. affiliates may charge at a different rate than the Program rates set forth herein. The actual rate for each client will be set forth in the client’s applicable agreements. GS&Co.’s affiliate The Ayco Company, L.P. (“Goldman Sachs Ayco”) financial advisors are also registered representatives of GS&Co., as more fully described in the Goldman Sachs Ayco Brochure, GS&Co.’s principal owner is The Goldman Sachs Group, Inc. (“GS Group”), a publicly traded bank holding company and financial holding company under the Bank Holding Company Act of 1956, as amended (“BHCA”), and a worldwide, full-service financial services organization. GS&Co. has been a registered investment adviser with the U.S. Securities and Exchange Commission (“SEC”) since 1981. GS Group, GS&Co. and their respective affiliates, directors, partners, trustees, managers, members, officers and employees are referred to collectively as “Goldman Sachs.” Overview of the Services Provided under the Program Clients investing in the Program pay a “wrap” fee for discretionary investment management services by managers that are affiliated with Goldman Sachs (“Affiliated Managers”) and managers that are unaffiliated with Goldman Sachs (including where Goldman Sachs-advised Accounts hold equity, profits or other interests in investment advisers that Goldman Sachs does not control) (“Unaffiliated Managers,” and together with Affiliated Managers, “Managers”) participating in the Program. This fee covers the compensation of GS&Co. as sponsor of the Program, as well as the Manager, and also generally covers the cost of brokerage execution through Goldman Sachs, custody at GS&Co., reporting and other administrative services. Manager Selection Based upon information provided by the client, GS&Co. selects, or recommends that the client select, one or more Managers in the Program to manage the client’s assets in an Account established for this purpose (“Program Account”). Where a client authorizes GS&Co., the client’s relationship manager (“Private Wealth Advisor”) may select, appoint and remove Managers and may allocate and reallocate assets in the client’s Program Accounts without the client’s prior approval or consent. The Manager has full decision making authority over investments and transactions, subject to any reasonable restrictions imposed by a client, the investment style that the client has selected, and any guidelines negotiated between the Manager and the External Investing Group Public Strategies (“XIG – Public Strategies”) group. The Manager may accept, or withdraw from the management of, a client’s Account based on the nature of the proposed restrictions or for any other reason. Restrictions regarding industry groups are determined by reference to an independent source, such as industry classifications in a well-recognized index, or by the Manager. Clients should be aware that the performance of Program Accounts with restrictions will differ from, and may be lower than, the performance of Program Accounts without restrictions. The Manager may, in its discretion, hold the amount that would have been invested in the restricted security in cash, invest in substitute securities or invest it across the other securities in the strategy that are not restricted. The Manager also has exclusive responsibility to determine trades, select brokers and dealers and the markets on or in which trades will be executed. Please refer to each Manager’s Form ADV brochure for information about its advisory business. Manager Selection – Retirement Plans Retirement plans (including 401(k) plans) and other employee pension benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), tax-qualified retirement plans (including Keogh plans) under Section 401(a) of the Internal Revenue Code of 1986 (the “IRC”) and not covered by ERISA, individual retirement accounts under IRC Section 408 or 408A and Coverdell Education Savings Accounts (collectively, “Retirement Plans”) have two different options for selecting Managers. Generally, Private Wealth Advisors will provide advice and recommendations regarding manager and strategy selection, including Affiliated and Unaffiliated Managers. Managed Account Strategies fees paid to GS&Co. for Retirement Plans are consistent regardless of whether the client selects Affiliated or Unaffiliated Managers. In cases where an Unaffiliated Manager is selected, an additional fee will be charged all of which is passed onto the Unaffiliated Manager. With respect to Managed Account Strategies, certain Retirement Plans who have sophisticated plan fiduciaries can choose participating Managers either comprised exclusively of Affiliated Managers (“Affiliated Manager Option”) or Unaffiliated Managers (“Unaffiliated Manager Option”). In such cases, unless GS&Co. otherwise agrees, GS&Co. does not act as a “fiduciary”, provide advice, make recommendations or otherwise assist Retirement Plans in the decision to select between an Affiliated Manager or an Unaffiliated Manager. The selection between the Affiliated Manager Option and the Unaffiliated Manager Option will be the sole responsibility of the Retirement Plan. Once a Retirement Plan chooses an option, GS&Co. may assist the Retirement Plan in identifying, evaluating and selecting one or more potential Managers within the option selected. GS&Co. has a managed program platform for eligible Retirement Plans (the “Retirement Platform”), the terms of which are available as part of the account opening documents. If a client maintains both Retirement Plans and Program Accounts that are not Retirement Plans with GS&Co., any advice or recommendations made by GS&Co., including Private Wealth Advisors or any other GS&Co. personnel, for an Account that is not a Retirement Plan does not apply to and should not be used by the client for any decision made by a Retirement Plan, which present different considerations. There may also be changes in applicable law governing Retirement Plans that may drive certain changes to available products and services. Execution Services Each Manager has the sole discretion to select broker-dealers, including Goldman Sachs, to execute trades for Program Accounts. The Manager is responsible for executing client trades in a manner consistent with its obligation to seek best execution, and clients are encouraged to review the selected Manager’s Form ADV brochure concerning its brokerage practices. Generally, the Manager selects Goldman Sachs to execute most equity trades. This is because the fee paid by each client, as described under “Fees for the Program” below, covers all Program fees on all agency trades effected through Goldman Sachs. When executing trades for Program Accounts, Goldman Sachs is not acting as an investment adviser, but is acting exclusively as a broker-dealer in connection with such trades, and only executes trades for Program Accounts upon a Manager’s instruction. Transactions in Program Accounts will generally produce increased trading flow for Goldman Sachs. To the extent permitted by applicable law, Goldman Sachs may act as principal in executing trades for each client’s Account, or as agent while also representing another client of GS&Co. on the other side of the trade (an “agency cross trade”). For more information about principal and agency cross trades, please refer to Item 9, Principal Trading and Cross/Agency Cross Transactions with Advisory Accounts. If the Manager executes trades in auction rate securities through Goldman Sachs, the client may obtain a written description of Goldman Sachs’ disclosures and considerations for investing in auction rate securities at http://www.gs.com/ars (a hard copy is also available upon request). If a Manager selects a broker-dealer other than Goldman Sachs to execute trades for a Program Account, the client may pay additional Execution Charges for trades executed by that third-party broker-dealer, and any such Execution Charges will be in addition to the Program fee. For more information about the Program fee, please refer to Item 4, Fees for the Program below. Custody and Administrative Services GS&Co. handles some or all of the custody, clearance and settlement services, as well as certain other administrative services, provided under the Program at no additional fee. If a client elects a third-party custodian, the client will bear the fees, costs, expenses and/or commissions charged by the custodian, including any custody and administrative fees. Unless instructed otherwise, each Manager will be responsible for voting proxies associated with securities held in the Program Accounts in accordance with the Manager’s proxy voting policy. Where GS&Co. acts as custodian, it will forward to the Manager copies of all related proxies and shareholder communications. Clients who elect not to custody assets with GS&Co. are encouraged to contact their third-party custodians to ensure that they, or their selected Manager, receive such materials directly from their custodians. Neither GS&Co. nor the Manager will render any advice or take any action with respect to securities or other property held in the Program Account or the issuers thereof that become the subject of any legal proceedings, including bankruptcies and class actions. Cash Sweep Generally, free credit balances in a Program Account may be automatically invested or “swept” daily, or at such other interval as determined by GS&Co., into bank deposit accounts (“Bank Deposit”) or one or more money market mutual funds. The Bank Deposit, which is offered through Goldman Sachs Bank USA (“GS Bank”), is generally used with eligible Program Accounts. Clients whose cash is swept to money market funds receive the prospectus for the applicable fund. Clients who elect not to sweep cash may earn less than clients who elect to sweep or may earn nothing on their free credit balances. Clients should check their account statements for the applicable interest rate. Special Notice for Cash Sweeps for Retirement Plans GS&Co. will not charge any Program fees

to Retirement Plan assets in the Program that are invested in one or more money market funds or bank deposit accounts advised by Goldman Sachs during the period they are so invested. However, Goldman Sachs may earn investment management, investment advisory or similar fees for its investment management or investment advisory services with respect to the services it provides to the money market funds or bank deposit accounts. Please refer to the applicable prospectus for the current annual contractual management fee. As a result, the differential in fees to be paid to Goldman Sachs for Retirement Plans invested in the money market funds or bank deposit accounts will be the difference between the fees that would have otherwise been charged by GS&Co. for its investment management or advisory services under the Program fee, on the one hand, and the investment management, investment advisory and other similar fees for investment management or investment advisory services paid by the money market fund or bank deposit account to Goldman Sachs, on the other hand. Please note, however, that there are also other expenses, as described in the applicable prospectus, which are paid to Goldman Sachs as transfer agent or to third parties (e.g., fees paid to attorneys and accountants who render professional services to the Funds). These expenses will represent an additional expense to the Retirement Plan. Money market funds and bank deposit accounts are available as a cash sweep vehicle because GS&Co. believes that it is prudent to sweep all uninvested assets to a sweep vehicle, and the Program uses open- end investment companies managed by Goldman Sachs. Program Accounts will not pay a sales commission in connection with the purchase or a sale of any Financial Square Fund and will not pay a redemption fee in connection with a sale by it to the Financial Square Fund. For information on Bank Deposit, please see Item 4, Cash Sweep, above. Fees for the Program Clients pay GS&Co. an annual fee based on a percentage of the market value of the Program Account, as set forth on the fee schedule signed by the client at account opening. Actual fees paid may be negotiated and may differ from those in Appendix A (for other than Retirement Plans) and Appendix B (for Retirement Plans). A client may pay more or less than the fees for similar clients depending on the particular circumstances of the client, including the size of the relationship and required service levels. Fee Schedule Absent special circumstances, the fees set forth in the first asset tiers ($0-$10 million) in Appendix A (for other than Retirement Plans) and Appendix B (for Retirement Plans) represent the maximum fees that clients may currently be charged for new Program Accounts, irrespective of current asset balances. Fees for preexisting Program Accounts may be higher or lower per strategy or may have negotiated a flat fee that is higher or lower than the current ADV rate. Certain employees of the firm or an affiliate may receive advisory services at lower rates or on a fee free basis and may be able to invest at lower minimum amounts than clients currently invest. GS&Co. pays a portion of the Program fee to the Manager. For Program Accounts (other than Retirement Plans) the Manager fee is currently 0.20% for fixed income Accounts and between 0.20% and 0.85% for equity Accounts (including Dynamic Equity) based on the value of the Program Accounts managed by the Manager. For Retirement Plan Accounts, the Manager fee is between 0.275% and 0.80% for equity Accounts (including Dynamic Equity). As an accommodation, GS&Co. may permit clients to transfer separately managed accounts managed by an investment manager that does not participate in the Program from their current custodian to GS&Co. In these circumstances, GS&Co. charges clients an annual fee of up to 0.40% of the value of the client’s assets managed by that investment manager. This fee is in addition to the investment management fee and other fees charged by the client’s Manager. The fee covers all charges (including brokerage commissions on agency transactions and commission equivalents (but not the spreads and certain mark- ups and mark-downs on principal transactions) for transactions executed through Goldman Sachs and GS&Co.’s administrative charges as well as fees for general asset allocation advice. GS&Co. does not recommend or monitor these managers, and each client is solely responsible for the selection, retention and termination of these managers. Calculation and Deduction of Advisory Fees Advisory fees paid by clients for Program Accounts are generally charged quarterly in arrears based on the average market value of the assets in the Program Account during the previous quarter. Average market value is generally determined using end-of-day quantities and an end-of-day market price for each security Fees are prorated and due upon termination or for partial periods. Where GS&Co. acts as custodian, the Program fees are automatically deducted from the client’s Program Account unless other arrangements have been agreed upon between the client and GS&Co. In the case of Program Accounts held at a third-party custodian, clients generally direct their custodian to have their fees and expenses debited from the account for credit to GS&Co. Ability to Obtain Services Separately Clients may be able to obtain some or all of the services offered through the Program separately from GS&Co. or from other firms, and the cost of obtaining the services separately may be more or less than the Program fee. Factors that bear on the cost of the Program in relation to the cost of the same services purchased separately include the range of investment strategies and Managers selected, anticipated trading activity and the range of custodial, reporting and other ancillary services that are available. Clients should also understand that the combination of the Program services may not be available separately and certain Managers might not be willing or able to provide their services or particular investment strategies outside of the Program because of minimum Account sizes or other factors. Other Fees and Expenses The Program fee does not include certain execution costs that may be charged to the client, including: broker-dealer spreads; certain broker-dealer mark-ups or mark-downs on principal transactions; fees and other expenses related to transactions in depository receipts, including fees associated with foreign ordinary conversion; creation fees charged by third parties and foreign tax charges; auction fees; fees charged by exchanges on a per transaction basis; debit balances and margin interest; certain odd-lot differentials; transfer taxes; electronic fund and wire transfer fees; fees in connection with trustee and other services rendered by Goldman Sachs; fees on NASDAQ trades; certain costs associated with trading in foreign securities and other property; any other charges mandated by law; and certain fees in connection with trust accounting, or the establishment, administration or termination of retirement plans. The Program fees also do not cover Execution Charges (such as commissions, commission equivalents, mark-ups, mark-downs, spreads) on transactions a Manager places with broker-dealers other than Goldman Sachs. For example, Managers of fixed income strategies will generally execute trades through third-party dealers and, therefore, the spread, mark-ups and mark-downs on those trades will be paid by clients to the third-party dealer. Any such Execution Charges will be separately charged to the client’s Program Account. Third-party custodians reserve the right to charge fees including trade away fees and fees related to specific investments such as mutual funds and alternative investments. For a complete list of fees that may apply to the Program Account, clients should review their customer agreements with the applicable custodian. Clients will pay the public offering price for any securities purchased from an underwriter or dealer involved in a distribution. If GS&Co. is a member of the underwriting syndicate from which a security is purchased, GS&Co. may, directly or indirectly, benefit from such purchase. In addition, the value of Program assets invested in shares of investment companies (closed-end or mutual fund companies, and unit investment trusts) is included in calculating the Program fee, to the extent permitted by law. These shares are also subject to investment advisory, administration, transfer agency, distribution, shareholder service and other fund-level expenses (some of which may be paid to Goldman Sachs) that are paid by the fund and clients, indirectly, as a fund shareholder. The Program fee will not be reduced by any of these fund-level fees unless required by law. Goldman Sachs may charge fees on cash swept into the Bank Deposit or held as free credit balances. Compensation for Recommending the Wrap Fee Program Private Wealth Advisors and GS&Co. receive compensation in connection with a client’s participation in the Program. The amount of this compensation may differ from the compensation that might have been received by the Private Wealth Advisors and GS&Co. if the client had instead participated in another advisory program offered by GS&Co. or paid separately for the investment advice, brokerage and other services available through the Program. The amount of the compensation received also may vary based on the selection of a Manager, asset class or investment strategy, to the extent permitted by applicable law. Goldman Sachs will generally benefit from the selection of an Affiliated Manager, as the amount of compensation received from a Program Account advised by an Affiliated Manager may be more or less than the compensation received from a traditional separate Advisory Account (that is, an Advisory Account with an advisory fee that does not include Execution Charges, custodial and other fees) also advised by Goldman Sachs. Except in the case of Retirement Plans, the Private Wealth Advisors and GS&Co. also may recommend or select certain Managers based on the nature of the compensation arrangement with each Manager. These arrangements may include fee break points that GS&Co. has negotiated with the Managers that reduce the fee paid to Managers (and correspondingly increase the portion of the fee retained by GS&Co.) as assets managed by a particular Manager in the Program increase. Any such differentials in compensation create a financial incentive on the part of GS&Co. and Private Wealth Advisors to recommend or, if applicable, select one advisory program, Manager, asset class or investment strategy over another. Clients who grant GS&Co. discretionary authority to select and remove Managers, allocate assets, and reallocate assets in Program Accounts should understand that any changes made by GS&Co. may result in changes to the overall asset allocation and selection of investment strategies for the Program Accounts. Because the fees for each investment strategy vary by asset class, GS&Co.’s discretionary actions may result in a client paying a higher aggregate fee for the Program. In addition to the disclosures contained in this Brochure, these and other potential conflicts of interest may be disclosed in the GS&Co. Form ADV brochure and other strategy-specific documents provided to clients from time to time and in GS&Co.’s investment advisory agreement with the client.