This Brochure relates to GSAMLP, GSAM Private, HFS, GSAM SV, GSAMI, GSAMC, GSAMHK, GSAMS, Aptitude, Rocaton and
GSAM
SP.1
The Registrants are part of The Goldman Sachs Group, Inc. (“GS Group”), a public company that is a bank holding company,
financial holding company and a world-wide, full-service financial services organization. GS Group and its subsidiaries
(“Goldman Sachs”) deliver a broad range of financial services across investment banking, securities, investment
management and platform solutions to a large and diversified client base that includes corporations, financial institutions,
governments and individuals. For business and regulatory reasons, Goldman Sachs has established certain information
barriers and other policies designed to address information sharing between different businesses within Goldman Sachs
(including within GSAM), as discussed throughout this Brochure.
The Registrants, together with various affiliates as described in this Brochure, comprise the asset management business of
Goldman Sachs Asset & Wealth Management (“Asset & Wealth Management”). As used in this Brochure, “GSAM” refers to
the various business units (also referred to as teams) that perform investment advisory services on behalf of the asset
management business of Asset & Wealth Management. Certain of these business units are the Registrants themselves
(e.g., GSAM SV is a business unit), while others are groups within the Registrants (e.g., GSAMLP consists of a number of
business units as described further below). The disclosure contained in this Brochure applies to each Registrant, except
where a specific Registrant is identified or where the context clearly indicates that such disclosure applies to fewer than all
Registrants. This Brochure also describes the investment advisory services provided by GSAM to clients of the Private
Wealth Management (“PWM”) unit of Goldman Sachs & Co. LLC (“GS&Co.”).
Principal Owners and Operating History of Registrants
GSAMLP is wholly-owned by GSAM Holdings LLC, a wholly-owned subsidiary of GS Group. GSAM Holdings LLC is also the
general partner of GSAMLP. GSAMLP has been providing financial solutions for investors since 1988.
GS&Co. is a wholly-owned subsidiary of GS Group. GS&Co., which is the legal entity that is registered with the SEC,
comprises multiple businesses. This Brochure relates to the private alternatives business of GS&Co. (together with the
private alternatives businesses of other Registrants, “GSAM Private”). Separate brochures for other businesses of GS&Co.
are available on the SEC’s website (www.adviserinfo.sec.gov).
HFS is wholly-owned by GSAM Holdings LLC. GS Group acquired HFS, formerly known as Commodities Corporation, in 1997.
Commodities Corporation had been operating prior to its acquisition by GS Group since 1969.
1 Each of GSAMI, GSAMC, GSAMHK and GSAMS has its principal office and place of business outside the United States. This
Brochure is provided to their U.S. clients in connection with their advisory services to U.S. clients and U.S. investors. The
Investment Advisers Act of 1940, as amended (the “Advisers Act”) and other U.S. federal securities laws generally will not
apply to a foreign registered investment adviser’s relationship with its non-U.S. clients outside of the United States.
Accordingly, the provisions of such U.S. laws and underlying regulations, which may include various mechanisms designed
to protect investors, will not be applicable to a non-U.S. client’s relationship with GSAMI, GSAMC, GSAMHK, or GSAMS, and
GSAM makes no representation that such protective mechanisms will be available.
GSAM SV is wholly-owned by GSAMLP. GSAMLP acquired Dwight Asset Management Company LLC (renamed as GSAM SV)
from Old Mutual (US) Holdings Inc. in May 2012. GSAM SV was founded in 1983, and in 1985 registered with the SEC as an
investment adviser.
GSAMI is wholly-owned by Goldman Sachs Asset Management International Holdings Limited, an indirect wholly-owned
subsidiary of GS Group. GSAMI, which is regulated by the Financial Conduct Authority (“FCA”), as well as the SEC, has been
providing financial solutions for investors since 1990.
GSAMC is wholly-owned by Goldman Sachs Asset Management International Holdings LLC (“GSAMIH”), an indirect wholly-
owned subsidiary of GS Group. GSAMC, which is regulated by the Financial Services Agency, the Kanto Financial Bureau, the
Ministry of Land, Infrastructure, Transport and Tourism, the Securities and Exchange Surveillance Commission, the Tokyo
Metropolitan Government and the SEC, has been providing financial solutions for investors since 1990.
GSAMHK is a Hong Kong company and is an indirect wholly-owned subsidiary of GS Group. The sole shareholder of
GSAMHK is GSAMIH. GSAMHK is regulated by the Securities and Futures Commission of Hong Kong and the SEC.
GSAMS is a Singapore company and is an indirect wholly-owned subsidiary of GS Group. The sole shareholder of GSAMS is
GSAMIH. GSAMS is regulated by the Monetary Authority of Singapore and the SEC.
Aptitude is wholly-owned by HFS, a wholly-owned subsidiary of GSAM Holdings LLC. Aptitude commenced operations in
2012 and was acquired by HFS in December 2018.
Rocaton is wholly-owned by GSAM Holdings LLC. Rocaton was established in 2002 and was acquired by GSAM Holdings LLC
in April 2019.
GSAMSP (formerly known as Standard & Poor’s Investment Advisory Services LLC) is wholly-owned by GSAM Holdings LLC.
GSAMSP has been providing advisory services for over 20 years and was acquired by GSAM Holdings LLC in July 2019.
GSAM’s Advisory Services
GSAM’s advisory services are offered through a variety of investment products and arrangements, depending on the
strategy. These include separately managed accounts (either directly or through wrap fee programs) and pooled investment
vehicles such as mutual funds and private investment funds. Depending on the strategy, investment advice to clients is
provided on a discretionary or non-discretionary basis. GSAM also advises individual and institutional investors with regard
to alternative investments, including hedge funds, private equity funds, funds of funds, co-investments and other
opportunities.
Depending on the investment strategy employed on behalf of a particular client and the investment team managing a
particular client’s assets, GSAM’s advisory services include, but are not limited to, portfolio construction, portfolio
evaluation, portfolio rebalancing, asset allocation, risk assessment, risk management, liquidity management, diversification
solutions, customized hedging, tactical investments, credit analysis, review of investment and co-investment opportunities,
investment structuring, reporting and accounting services, and the review, selection, and oversight of third-party managers.
GSAM also provides retirement plan consulting services, as well as solutions unique to life, health, property, and casualty
reinsurers and reinsurance clients, and the negotiation and administration of Stable Value Contracts.
GSAM also offers goal and risk-based financial planning and portfolio management services (such services are referred to
herein as “Managed Account Services”). Managed Account Services provided by GSAM are generally delivered to accounts
(“Enrolled Participant Accounts”) for enrolled plan participants or retail investors (“Enrolled Participants”) through an
automated software platform (the “Software Platform”) developed by NextCapital Software, LLC ("NextCapital Software"), a
wholly-owned indirect subsidiary of GS Group.
For certain investment strategies, GSAM provides model portfolios to investment advisers that are affiliated with Goldman
Sachs (“Affiliated Advisers”), as well as investment advisers that are unaffiliated with Goldman Sachs, including (i)
investment advisers that are not controlled by Goldman Sachs but in which certain Advisory Accounts hold equity, profits or
other interests, (ii) investment advisers, including registered investment advisers, with which Goldman Sachs has business
relationships (collectively, “Unaffiliated Advisers” and, together with Affiliated Advisers, “Advisers”), and (iii) broker-
dealers, technology providers, turnkey asset management providers, and other financial intermediaries that are unaffiliated
with Goldman Sachs, in each case that use such model portfolios to assist in developing their own investment
recommendations and managing their client accounts. In addition, as further described in Item 12, Brokerage Practices,
GSAM also executes portfolio transactions at the direction of certain Advisory Accounts.
In addition, GSAM provides services incidental to managing Advisory Account assets, including hedging interest rate or
currency risk for Advisory Accounts and related cash management, disposing of assets distributed in kind by Advisers, trade
order transmission and execution services, and providing Advisory Accounts with access to due diligence reports and other
information with respect to one or more Underlying Funds and Unaffiliated Advisers (“Diligence Reports”). Incidental
services may also include entering into and negotiating the terms and conditions of agreements related to the management
of client assets for discretionary accounts, providing publications and reports to clients on a variety of topics, providing non-
personalized investment-related plan implementation and educational services, assisting clients in the review, search and
selection of a variety of service providers for their programs, and providing searches for, or evaluations of, retirement
income or annuity-based products. GSAM also provides model asset allocation portfolios and analysis of third party
manager fees, comparative analysis of fees and expenses, and analysis of components of fees and expenses.
For information about GSAM’s strategies and solutions, please see Item 8, Methods of Analysis, Investment Strategies and
Risk of Loss.
INVESTMENT RESTRICTIONS
Clients may impose reasonable restrictions on the management of their separate accounts, including by restricting
particular securities or types of investments, provided that GSAM accepts such restrictions. Any such restrictions will be
reflected in the investment guidelines or other documentation applicable to the Advisory Account.
Absent specific instructions to the contrary, certain types of account limitations requested by clients, for example
prohibiting investments in particular industries or limiting investments to those in certain socially responsible categories,
may be defined or identified by reference to information provided by a third-party service provider selected by GSAM.
GSAM will generally apply such restrictions based on GSAM’s internal policies and procedures or methodologies and the
policies and methodologies of the service provider. The methodology used by GSAM or these service providers to analyze
companies may change without notice to clients. There can be no assurance that the information provided by any such
service provider is complete or accurate. See also Item 8, General Risks—Environmental, Social Impact, and Governance
Considerations.
Unaffiliated Advisers appointed by GSAM on behalf of clients or Manager of Manager Accounts are responsible for making
investment decisions consistent with the investment guidelines and restrictions developed by GSAM. Where GSAM is the
investment adviser to a pooled investment vehicle, investment objectives, guidelines and any investment restrictions are
not tailored to the needs of individual investors in those vehicles, but rather apply to the vehicle and are described in the
prospectus or other relevant offering document for the vehicle. When an XIG Program Fund invests in a third-party
managed Underlying Fund, investment objectives, guidelines and any investment restrictions of the third-party managed
Underlying Fund are described in the prospectus or other relevant offering document for the third-party managed
Underlying Fund.
As part of Goldman Sachs, a global financial services organization that is subject to a number of legal and regulatory
requirements, GSAM is subject to, and has itself adopted, internal guidelines restrictions and policies that restrict
investment decisions and activities on behalf of Advisory Accounts under certain circumstances. See Item 11, Code of
Ethics, Participation or Interest in Client Transactions and Personal Trading—Participation or Interest in Client Accounts—
Firm Policies, Regulatory Restrictions, and Certain Other Factors Affecting Advisory Accounts.
Additional Investment Restrictions Applicable to GSAM SV Advisory Accounts
For retirement plans and other Advisory Accounts that have a “stable value” or similar investment objective, providers of
wrap, separate account or other benefit responsive agreements (“Stable Value Contracts”) typically require that the
Advisory Account be managed within specified guidelines as a part of their underwriting and contract process. These
guidelines are generally in addition to those imposed by the Advisory Account, and limit the scope or types of investments
that GSAM SV might otherwise include within an Advisory Account’s portfolio, which could result in a lower return to
investors. These restrictions typically also apply to Unaffiliated Advisers or Underlying Funds that are included within an
Advisory Account’s portfolio and, with respect to Underlying Funds, could affect investors who would not otherwise be
subject to these limitations (e.g., investors that do not have “stable value” or a similar objective).
WRAP FEE PROGRAMS
GSAM’s investment advisory services are also available through various consulting or bundled “wrap fee” programs (“Wrap
Programs”) sponsored by certain broker-dealers, including affiliates of GSAM (“Sponsors”).
A client in a Wrap Program typically receives professional investment management of account assets through one or more
investment advisers (including GSAM) participating in the program. Except for execution charges for certain transactions as
described below, clients pay a single, all-inclusive (or “wrap”) fee charged by the Sponsor based on the value of the client’s
account assets for asset management, trade execution, custody, performance monitoring and reporting through the
Sponsor. The Sponsor typically assists the client in defining the client’s investment objectives based on information
provided by the client, aids in the selection of one or more investment advisers to manage the client’s account, and
periodically contacts the client to ascertain whether there have been any changes in the client’s financial circumstances or
investment objectives that warrant a change in the management of the client’s assets. In certain Wrap Programs, the
Sponsor contracts with other investment advisers to perform these services. In a Wrap Program, the Sponsor typically pays
GSAM a fee based on the assets of clients invested in the applicable GSAM strategy in the Wrap Program. In certain cases,
GSAM is instead paid fees based on the size of the total Wrap Program assets under management. The fees that GSAM
charges one Sponsor may differ from the fees that GSAM charges another Sponsor in connection with managing the same
strategy (including as a result of negotiations with particular Sponsors, which may take into account the size and scope of
the overall relationship with such Sponsors, among other factors). As a result, Wrap Program clients of one Sponsor may
pay more (or less) overall for the same GSAM strategy than the amount paid by Wrap Program clients of another Sponsor
or by other Advisory Accounts.
A Wrap Program client may be able to obtain some or all of the services available through a particular Wrap Program on an
“unbundled” basis through the Sponsor of that program or through other firms (including, as described below in this Item 4,
Advisory Business—Wrap Fee Programs—Dual Contract Arrangements, through dual contract arrangements pursuant to
which GSAM acts as investment adviser). Depending on the circumstances, the aggregate of any separately-paid fees
(including in connection with a dual contract arrangement) may be lower (or higher) than the wrap fee charged in the Wrap
Program. Payment of a bundled asset-based wrap fee may or may not produce accounting, bookkeeping, or income tax
results better than those resulting from the separate payment of (i) securities commissions and other execution costs on a
trade-by-trade basis and (ii) advisory fees.
In connection with investment advisory services provided pursuant to a Wrap Program, GSAM will
not have access to
fulsome information regarding the Wrap Program client’s financial circumstances, investment objectives or overall
investment portfolio. In addition, GSAM may receive information about the client at a different time than the Sponsor. As a
result, any determination by GSAM as to the appropriateness or suitability for a Wrap Program client of a particular
investment will be made without regard to the portion of the client’s portfolio that is not managed by GSAM, and such
determinations may be different than would have been the case had GSAM had access to fulsome information regarding
the client’s financial circumstances, investment objectives and overall investment portfolio.
The following describes some of the differences between Wrap Program Advisory Accounts and other Advisory Accounts.
Wrap Program clients should also review the Wrap Fee Program Brochure provided by the Sponsor, which contains
additional information about the Wrap Program, including fees and compensation, and the evaluation and selection of
investment advisers for the Wrap Program.
Management of Wrap Accounts
Wrap Program Advisory Accounts may not be managed identically to institutional Advisory Accounts. Purchases that are
implemented for institutional Advisory Accounts will not always be reflected or fully reflected in a Wrap Program Advisory
Account that follows the same or a substantially similar strategy. For example, certain Wrap Program Advisory Accounts are
constructed and managed with position thresholds and parameters around new positions and changes to weightings in
existing positions. These guidelines are specific to Wrap Programs and will generally not apply to institutional or pooled
investment vehicle Advisory Accounts. These guidelines are at the discretion of the portfolio management teams and may
be set and/or changed without notice to clients. Wrap Program Advisory Accounts may also be managed with the goal of
maintaining different cash balances than other types of Advisory Accounts, including institutional Advisory Accounts, in
order to manage the impact of relatively frequent inflows and outflows. For these and other reasons, clients should expect
the holdings of Wrap Program Advisory Accounts to differ from one another, from Advisory Accounts that do not
participate in the Wrap Program, and from those of the model portfolio for the relevant strategy. Deviations between
holdings in a Wrap Program Advisory Account and a model portfolio generally are not considered errors. Deviations in
holdings from the model portfolio for the strategy will contribute to performance differences between Wrap Program
Accounts and institutional Advisory Accounts.
Trading Considerations and Best Execution for Wrap Accounts
Where GSAM is retained as investment adviser under a Wrap Program, GSAM generally does not negotiate on the client’s
behalf brokerage commissions and charges for transactions in the Wrap Program client’s Advisory Account executed
through the Sponsor. These commissions and charges are generally included in the “wrap” fee charged by the Sponsor,
although certain execution costs are typically not included in this fee and are, in certain cases, charged to the client in
addition to the wrap fee paid by clients (including, but not limited to, 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, foreign exchange costs 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 transactions, certain costs associated with trading in foreign
securities and other property, certain fees in connection with trust accounting, or the establishment, administration, or
termination of retirement plans, any other charges mandated by law, and certain other execution costs).
GSAM has discretion to select broker-dealers to execute trades for certain Wrap Program Advisory Accounts it manages.
Subject to its obligation to seek best execution, GSAM generally places such trades through the Sponsor or its designated
broker-dealer because (i) typically the all-inclusive fee paid by each Wrap Program client only covers certain execution costs
on agency trades executed through the Sponsor or its affiliates (but does not cover execution costs for trades executed
away from the Sponsor or its affiliates, or certain other costs as described below) and (ii) Wrap Program Advisory Accounts
are typically custodied with the Wrap Program Sponsor. In addition, operational limitations with these types of accounts
may make trading away from the Sponsor more difficult. Wrap Program Advisory Accounts also do not participate in new
issues (including initial public offerings), as they are settled on a principal basis through the underwriters. The result of
these limitations on trading away from the Sponsor may be that the overall execution of trades and performance in a Wrap
Program Advisory Account is less favorable than it is for other Advisory Accounts managed by GSAM. Clients who enroll in
Wrap Programs should satisfy themselves that the Sponsor is able to provide best price and execution of transactions.
Clients should also be aware that transactions in Wrap Program Advisory Accounts will generally produce increased trading
flow for the Wrap Program Sponsor. In addition, legal and/or regulatory considerations may result in GSAM not selecting
certain broker-dealers to execute trades for Wrap Program Advisory Accounts, even when those broker-dealers offer the
lowest available commission rates, or lower commission rates than the Sponsor or its affiliates. See Item 12, Brokerage
Practices—Broker-Dealer Selection.
If GSAM selects a broker-dealer other than the Sponsor or its affiliates to effect an agency trade for a Wrap Program
Advisory Account, clients should expect that any execution costs charged by that other broker-dealer will be charged to the
Advisory Account in addition to the “wrap” fee charged by the Sponsor. For fixed-income trades, and in certain
circumstances for trades in equity accounts, transactions may be effected on a principal basis and therefore the spread,
mark-ups and mark-downs will be paid by the account on those trades to the third-party broker-dealer. Such execution
costs are in addition to the wrap fee paid by clients. Wrap Program clients investing in a strategy with significant fixed
income weightings may pay a disproportionately high fee for execution services, relative to payment on a per transaction
basis.
In other Wrap Program arrangements, GSAM does not have discretion to select broker-dealers to execute trades for the
Wrap Program Advisory Accounts it manages. In such cases, GSAM is not responsible for “best execution” of trades GSAM
enters into on behalf of the client, but rather GSAM takes direction as to the use of brokers from either the client or the
Unaffiliated Adviser.
Wrap Program clients should also be aware that GSAM offers a variety of strategies through wrap platforms that may, at
various times, result in a higher or lower “turnover” of investment securities. Wrap Program clients investing in a strategy
or time period with lower investment turnover may pay a disproportionately high fee for execution services, relative to
payment on a per transaction basis. In addition, GSAM generally will not aggregate transactions for Wrap Program Advisory
Accounts with those of other accounts, and therefore Wrap Program Advisory Accounts will not benefit from a better price
and lower commission rate or lower transaction cost that might have been available had the transactions been aggregated.
Any securities or other assets used to establish a Wrap Program Advisory Account may be sold, and the client will be
responsible for payment of any taxes due. Clients should consult their tax advisor or accountant regarding the tax
treatment of their account under a Wrap Program.
Wrap Program clients may request that GSAM engage in trades intended to offset capital gains tax liability. Such tax loss
harvesting trades are subject to GSAM’s policies regarding minimum size of the trade, timing and format of the request. As
part of this policy GSAM may limit, depending on strategy, the maximum amount of losses that would be permitted to be
taken in an account. Generally, if the policies are satisfied, then tax loss harvesting trades are processed on a best efforts
basis. Tax loss harvesting trades will generally receive a lower priority than cash flow trades, trades to fund new accounts,
trades to liquidate securities in connection with account terminations and block trades. As such, there may be a significant
delay between a Wrap Program client’s tax loss harvesting request and its execution, and requests received relatively later
in the tax year may not be executed before year end. In addition, because GSAM is only responsible for the particular assets
in its managed portfolio, there is no guarantee that the tax loss harvesting trades will not result in ultimate tax losses for
the client because the client will need to look across its entire portfolio to determine any tax losses or liabilities. When
deploying tax loss harvesting and other tax management strategies, Goldman Sachs does not guarantee the ability to
reduce the taxable consequence from managing assets. Further, attempts to reduce the taxable consequence of a portfolio
may cause a disparity in the performance of the Advisory Account where, for example, certain assets are not sold when
they might have been sold if taxes were not considered.
As described above and in Item 12, Brokerage Practices, Wrap Programs present unique considerations and as a result it is
likely that performance of Wrap Program Advisory Accounts will differ from, and potentially underperform that of, GSAM’s
other Advisory Accounts with the same or substantially similar investment strategies and the model portfolio for the
relevant strategy. Wrap Program clients should consider whether their overall needs are best met through investments in a
Wrap Program Advisory Account or in another product or service with different portfolio management and trading features.
Single Contract and Dual Contract Arrangements
In addition to acting as an investment adviser in connection with Wrap Programs, as described above, GSAM acts as an
investment adviser, on a sub-advisory basis, pursuant to “single contract” and “dual contract” managed account
arrangements. GSAM also acts as sub-adviser to clients who authorize their investment advisers to retain GSAM (directly or
indirectly) to provide discretionary investment management services. In such arrangements, an Unaffiliated Adviser and its
client enter into an agreement with regard to the Unaffiliated Adviser’s overall management of the client’s assets pursuant
to which the Unaffiliated Adviser identifies managers that it believes are suitable for each client. Either the Unaffiliated
Adviser or the client then selects the applicable managers to manage portions of the client’s portfolio.
In “single contract” arrangements and sub-advisory arrangements, if GSAM is selected, GSAM enters into an agreement
with the Unaffiliated Adviser pursuant to which GSAM will provide investment advice with respect to a portion of the
portfolios of certain clients of the Unaffiliated Adviser. However, GSAM does not enter into a separate agreement with each
applicable client. In a “dual contract” arrangement, on the other hand, if GSAM is selected, GSAM enters into an agreement
with the Unaffiliated Adviser’s client. As a result, a client in a single contract arrangement enters into a single contract with
the Unaffiliated Adviser, whereas a client in a dual contract arrangement enters into two separate contracts—one with the
Unaffiliated Adviser and another with GSAM.
In connection with the arrangements described above, the considerations relating to limitations on GSAM’s access to
information about the client described above in this Item 4, Advisory Business—Wrap Fee Programs will apply. As a result,
determinations by GSAM as to the appropriateness or suitability for a client in such an arrangement of a particular
investment will be made without regard to the portion of the client’s portfolio that is not managed by GSAM, and such
determinations may be different than would have been the case had GSAM had access to more fulsome information
regarding the client and its portfolio.
In the context of single contract and dual contract arrangements, execution may be handled by one of the methods
outlined above under “Trading Considerations and Best Execution for Wrap Accounts” or by the applicable Unaffiliated
Adviser. In a single contract arrangement, the Unaffiliated Adviser typically pays GSAM a fee out of the fees that the
Unaffiliated Adviser received from the client, which is based on the assets managed by GSAM. In dual contract and
subadvisory arrangements, the client typically pays GSAM a fee based on the assets managed by GSAM, which is in addition
to fees owed by the client to the Unaffiliated Adviser. Clients with single contract, subadvisory and dual contract
arrangements through a particular Unaffiliated Adviser may pay higher (or lower) fees than other clients of the same
Unaffiliated Adviser or clients with such arrangements through other Unaffiliated Advisers (including as a result of
negotiations with the particular Unaffiliated Adviser, which may take into account the size and scope of the overall
relationship with the Unaffiliated Adviser, among other factors). For example, GSAM may have relationships or other
arrangements with certain Unaffiliated Advisers pursuant to which GSAM provides favorable pricing to clients with single,
subadvisory or dual contract arrangements through such Unaffiliated Advisers based on factors including, but not limited
to, the aggregate amount of assets managed for each such Unaffiliated Adviser. Furthermore, not all clients of a particular
Unaffiliated Adviser will receive the benefit of such favorable pricing, even though their assets may be counted for purposes
of determining fee breakpoints applicable to other client accounts. The availability of favorable pricing based on aggregate
assets allocated to GSAM creates an incentive for Unaffiliated Advisers to allocate client assets to GSAM, including assets
that would not have otherwise been so allocated. Furthermore, depending upon the compensation arrangements between
an Unaffiliated Adviser and its clients (e.g., arrangements whereby fees paid to GSAM are paid by the Unaffiliated Advisor
out of fees received by its clients and not by the clients themselves), an Unaffiliated Adviser could benefit, directly or
indirectly, from allocation of assets to GSAM. Such benefits may further incentivize an Unaffiliated Adviser to allocate
assets to GSAM.
As described above in this Item 4, Advisory Business—Single Contract and Dual Contract Arrangements, given that fees in a
single or dual contract arrangement are generally payable on an “unbundled” basis, clients that enter into such
arrangements with GSAM may pay, in the aggregate, lower (or higher) fees than Wrap Program clients or institutional
Advisory Accounts, depending on the services provided by GSAM in connection with such arrangements and the fees for
such services relative to the wrap fee payable by a client in a Wrap Program.
GSAM clients with single or dual contract arrangements should refer to the Form ADV of the applicable Unaffiliated Adviser
for additional information regarding the single or dual contract arrangement, as applicable.
ASSETS UNDER MANAGEMENT
The assets under management of each Registrant as of December 31, 2023 are set forth below:
Name of Registrant Total Assets Under
Management
Discretionary Assets Under
Management
Non-Discretionary Assets
Under Management
GSAMLP $1,661,286,615,154 $1,628,010,530,241 $33,276,084,913
GS & Co. — GSAM Private $123,826,378,341 $118,659,987,606 $5,166,390,735
GSAMI $405,218,352,672 $405,207,674,194 $10,678,478
HFS $11,284,195,104 $11,177,843,361 $106,351,743
GSAM SV $55,399,904,824 $22,287,476,827 $33,112,427,997
GSAMC $55,806,224,975 $55,806,224,975 $0
GSAMHK $16,383,628,868 $16,383,628,868 $0
GSAMS $14,430,194,760 $14,430,194,760 $0
Aptitude $6,065,225,799 $6,065,225,799 $0
Rocaton $12,978,250,016 $12,967,419,110 $10,830,906
GSAMSP $0 $0 $0