GS Investment Strategies LLC

Item 5 – Fees and Compensation

COMPENSATION FOR ADVISORY SERVICES

Separately Managed Accounts
Clients generally pay advisory fees for separate account management based on a percentage of assets
(generally of the net asset value of the assets, or, with respect to certain Advisory Accounts, the book value or
the levered or notional value of the assets) in their Advisory Accounts. Certain clients also pay advisory fees for
separate account management based on other criteria, including, for example, based on the amount of assets a
client determines to allocate to investments recommended by GSAM in respect of a non-discretionary Advisory
Account. In addition, certain clients pay a flat fee for certain types of advisory services, such as asset
allocation advice and the provision of model portfolios. The actual fees, minimum fees and minimum account
sizes for GSAM may be negotiated, and a client may pay more or less than the fees set forth in this Brochure, or
more or less than similar clients or clients invested in similar strategies. Amounts may vary as a result of
negotiations, discussions and/or factors such as the particular circumstances of the client, the size and scope
of the overall client relationship, client customization of the investment guidelines, additional or differing
levels of servicing, or as may be otherwise agreed with specific clients. Servicing arrangements such as
reporting also varies among clients. In some cases, clients with multiple Advisory Accounts may be able to
aggregate accounts managed by GSAM within each product or across Advisory Accounts, for purposes of
applying lower fee rates at higher asset levels (referred to herein as “breakpoints”) or reduced fee schedules.
Registrants, in their discretion, with respect to certain clients, agree to lower fees, waive minimums on fees,
provide lowest available fee arrangements, or allow credits or offsets relating to certain types or specified
amounts of expenses. Clients that negotiate fees with differing breakpoints, including flat fees and
performance-based fees, may pay a higher fee than the fees set forth in this Brochure as a result of
fluctuations in the amount of the client’s assets under management and account performance.
Please see Appendix A for the fee schedules attributable to separately managed accounts advised by each of
GSAMLP, GSAM Private, GSAM SV, GSAMI, GSAMC, GSAMHK, and GSAMS. HFS, GSIS, Aptitude, Rocaton, GSAMSP
and the NNIP Registrants do not maintain a standard fee schedule for separately managed accounts (or any
other Advisory Accounts). Actual fees are individually negotiated with each Advisory Account client, vary
depending on a number of factors, including those described above, and are set forth in the governing
documents for the applicable Advisory Account.
In certain cases, GSAM is also compensated for performing diligence on, and advising clients whether or not to
participate in, potential investment opportunities for such clients’ Advisory Accounts that are not otherwise
made available to other Advisory Accounts or in which other Advisory Accounts do not otherwise participate.
The compensation that GSAM receives in respect of such diligence and advice will vary, and may be dependent
on the clients’ determination to participate in the potential investment opportunities.

Pooled Investment Vehicle Fees
GSAM acts as investment adviser to pooled investment vehicles such as mutual funds, collective investment
trusts, private investment funds, and other pooled investment vehicles (e.g., hedge funds, private equity
funds, funds of funds, real estate funds and business development companies). GSAM’s fees for such services
are based on each investment vehicle’s particular structure, investment process, and other factors. GSAM
generally receives a management fee for management of non-private investment funds and a management fee

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  Goldman Sachs Asset Management                                                         Form ADV  March 31, 2023

and an incentive fee or allocation (which, in certain cases, takes the form of a carried interest and which, in
certain cases, is received by an affiliate of GSAM) from each private investment fund and business development
company (other than certain categories of private investment funds, including AIMS Program Funds, long-only
funds and liquid alternative funds). The amount and structure of the management fee, incentive fee and/or
allocation varies from fund to fund (and may vary significantly depending on the investment fund) and is set
forth in the prospectus or other relevant offering document for each fund. In certain cases, investors receive
fee reductions of all or a portion of the management fee (and/or incentive fee or allocation) attributable to an
investor’s interest in the pooled investment vehicle, or invest fee free in pooled investment vehicles and pay
negotiated fees outside of the pooled investment vehicle, which may be based on a separate fee schedule
agreed upon by GSAM and/or its affiliates and the applicable investor.

Certain of GSAM’s fee structures create an incentive for GSAM to cause the pooled investment vehicles to
make investments earlier in the life of such vehicle than otherwise would have been the case, redeploy
investment proceeds in order to receive ongoing asset-based fees, or defer the disposition of a poorly
performing investment in order to defer any potential clawback obligation, continue to receive asset-based
management fees, or possibly receive a larger carried interest and/or incentive allocation if the value of the
investment increases in the future. GSAM receives similar fees from other types of vehicles (e.g., securitization
vehicles) in respect of the advisory services GSAM provides to such vehicles. Under the governing documents of
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TYPES OF CLIENTS
GSAM provides investment solutions to a range of individual and institutional investors worldwide. GSAM’s
clients include individuals, families and family entities, banks and thrift institutions, pooled investment
vehicles, pension and profit sharing plans, trusts, estates, charitable organizations, insurance companies,
corporations, and other business entities. In addition to those types of clients, GSAM provides investment
advice to U.S. and non-U.S. government entities, sovereign wealth funds, local authorities and public
international bodies, as well as mutual funds, closed end funds (including business development companies),
exchange traded funds, collective trusts, long-only pooled investment vehicles (direct and Manager of Manager
Accounts that are pooled investment vehicles), hedge funds (direct and funds-of-funds), private equity funds,
real estate funds, securitization vehicles and other private investment vehicles (e.g., AIMS Program Funds).

GSAM also has client and other relationships with other entities, including special purpose acquisition vehicles,
operating companies, and commodity ETFs. GSAM provides various services to these entities, including
management and other services in relation to their business strategies and operations. GSAM (or an affiliate of
GSAM) receives compensation in exchange for these services, which may include asset and/or performance-
based compensation or other forms of compensation (e.g., equity interests in such entities). GSAM does not
provide services to these entities pursuant to investment advisory contracts and GSAM’s relationships with
these clients are not investment advisory relationships. As a result, investors in such entities generally do not
have the protections of the substantive provisions of the Advisers Act and may not have the protections of the
substantive provisions of certain other laws and regulations. However, GSAM in its discretion may, and in many
cases does, operate such entities in accordance with, and take such entities into account for purposes of,
certain of the policies and procedures described herein. In particular, such entities generally receive
allocations of opportunities from GSAM, and generally are included in GSAM’s allocation procedures, as
described above in Item 6, Performance Based Fees and Side-By-Side Management—Side-By-Side Management
of Advisory Accounts; Allocation of Opportunities. In addition, GSAM’s activities on behalf of such entities in
certain situations creates conflicts of interest between such entities, on the one hand, and Advisory Accounts,
on the other hand, that are the same as or similar to the conflicts that arise between Advisory Accounts, or
between an Advisory Account, on the one hand, and an Account, on the other hand, as described in Item 6,
Performance Based Fees and Side-By-Side Management and Item 11, Code of Ethics, Participation or Interest in
Client Transactions and Personal Trading.

ACCOUNT REQUIREMENTS
Except as described below with respect to Retail Managed Account Services Enrolled Participant Accounts,
GSAM does not generally impose a minimum dollar value of assets in order to open or maintain an account.
However, GSAM does consider the minimum annual fee an account is expected to generate when determining
whether to open or maintain an account. GSAM may take into account the dollar value of assets expected to
be managed in an account, as well as the type of investment strategy to be employed, in determining whether
to open or maintain a separately managed account. Retail Managed Account Services Enrolled Participant
Accounts are subject to a minimum account size of $5,000, unless such minimum is waived by GSAM in its sole
discretion.

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  Goldman Sachs Asset Management                                                          Form ADV  March 31, 2023

In the case of consulting or Wrap Programs sponsored by certain broker-dealers, GSAM generally requires
clients to have minimum assets under management of $100,000. The minimum account size applicable to
GSAM clients with “dual contract” managed account arrangements may differ from that applicable to GSAM
clients participating in consulting or Wrap Programs.

To open or maintain an Advisory Account with GSAM, clients are required to sign an investment advisory
agreement that, among other things, describes the nature of the investment advisory authority given to GSAM.
Under delegated authority from one or more of its affiliates, GSAM also manages certain accounts of its
affiliates’ clients and receives a portion of the fee or other compensation paid by the client from the affiliate
for such services. In such cases, the client will have entered into an investment advisory agreement with
Goldman Sachs or with GSAM’s affiliate and not GSAM.

In the case of certain separately managed accounts and private investment funds, U.S. investors must generally
be “accredited investors” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as
amended (the “1933 Act”), “qualified purchasers” as defined in Section 2(a)(51)(A) of the Investment Company
Act and “qualified eligible persons” under Rule 4.7 of the U.S. Commodity Exchange Act, as amended. The
minimum amount investors must invest in such GSAM-managed funds and accounts is set forth in each such
fund’s prospectus or other relevant offering document and varies from fund to fund depending on the
particular investment product. Such minimum amount is typically between $500,000 and $25,000,000, although
may be lower (as is the case for GSAM Employee Funds) or higher, and may be waived in the discretion of a
fund’s general partner, managing member, board of directors, or other managing body.