The Ayco Company, L.P. (“Ayco”) provides a wide variety of financial counseling, investment advisory, investment education and other services. Ayco’s counseling services may consist of, among other things, assisting the counseled individuals in developing a comprehensive program designed to maximize the benefits of their employers’ existing compensation and fringe benefit programs, to conserve the counseled individual’s assets, to manage income on a long-term basis and to develop an individual retirement program and estate plan.

Depending on the particular program, Ayco may analyze the financial status of a counseled individual’s sources of income, assets, personal obligations, expectations, commitments, family responsibilities and the effect of the existing income and estate tax structure on sources of income and accumulation of wealth. Ayco counselors may assist counseled individuals in reviewing and selecting the allocations of assets among various asset groups and they may assist counseled individuals in understanding how certain decisions may affect the counseled individual’s risk/return ratio.

Unless Ayco otherwise specifically agrees in writing, Ayco does not act as a fiduciary with respect to any counseled individual’s assets. In particular, unless Ayco otherwise specifically agrees in writing, with respect to a counseled individual’s interest in a retirement plan (such as a profit sharing plan, 401(k) plan, money purchase plan, Keogh plan etc.) or IRA (each, a “Retirement Plan”), Ayco will provide only investment education, not investment advice. Any information or analytical tool (such as the Ayco List of Mutual Funds and any asset allocation model) provided to a counseled individual in connection with a Retirement Plan is provided only on the basis that it will not constitute a primary basis of any of the counseled individuals’ investment decisions in the Retirement Plan.

Ayco is paid a fee from the corporate client and/or from the counseled individual to whom counseling services are rendered. Certain corporate clients may impute some or all of the fee to counseled individuals in their employ. Fees vary based on a number of factors including the particular counseling service rendered, the complexity of the service, the size of the account relationship and whether tax preparation is included.

This material has been prepared by The Ayco Company, L.P. (“Ayco”), which is an affiliate of Goldman, Sachs & Co. and a subsidiary of The Goldman Sachs Group, Inc. This material is for your information only and is intended for educational purposes only in order to facilitate your discussions with Ayco. This is not an offer or solicitation with respect to the purchase or sale of any security. The material is based upon information which we consider reliable, but we do not represent that such information is accurate or complete, and it should not be relied upon as such. Opinions expressed are current opinions only.

You should be aware that tax treatment is subject to change by law, in the future or retroactively, and you should consult with your tax advisors (be it Ayco or a third party) regarding any potential strategy, investment or transaction. Neither Goldman, Sachs & Co. nor Ayco provide legal advice to their clients, and you should consult with your own legal advisor regarding any potential strategy, investment, financial plan, estate plan or with respect to their interest in any employee benefit or retirement plan.

You should consider how estate tax may affect the disposition of your estate. In providing an overview of how estate taxes may impact financial planning strategies outlined herein, this presentation may include assumptions about estate tax levels that are not the current effective estate tax rate. Please note that under the Tax Relief, Unemployment Insurance Authorization, and Job Creation Act of 2010 (“TRA 2010”), the estate, gift and GST exemptions were unified and portability of the estate and gift tax was introduced. Absent Congressional action to extend the TRA 2010 beyond 2012, the gift, estate and GST tax will revert to their 2001 form and the portability of the estate and gift tax exemption will also expire. Ayco does not predict whether or how Congress will act.

Ayco does not follow, review or make any recommendations concerning Unaffiliated investment Managers. An “Unaffiliated Manager” is a manager not on The Ayco List of Mutual Funds or a manager that is not recommended by Ayco’s affiliates including Goldman, Sachs & Co. and Goldman Sachs Asset Management. The client retains sole responsibility for all investment decisions, including any investment in funds on The Ayco List of Mutual Funds or any other investment recommended by Ayco.

Ayco as an accommodation may include investments managed by Unaffiliated Managers in asset allocation discussions or in an asset allocation and other financial planning exhibits; however, any decision to invest with an Unaffiliated Manager is determined solely by the client.  Ayco and its affiliates are not responsible for the selection, supervision, management, performance or other similar services of or in connection with any Unaffiliated Manager. Ayco and its affiliates will not be liable for any losses that clients may suffer, directly or indirectly as a result of their acquisition, disposal or holding of investments(s) managed by an Unaffiliated Manager.  Ayco will rely on information provided by its clients or their agents, or other available information when including an Unaffiliated Manager in asset allocation discussions, preparing asset allocation and other financial planning exhibits. Neither Ayco nor its affiliates verify the accuracy of the information concerning Unaffiliated Managers provided by clients or their agents. Ayco’s actions with regard to Unaffiliated Manager may differ from, and may conflict with, the opinions, advice given or investment decisions made by Ayco’s affiliates, including Goldman, Sachs & Co. and Goldman Sachs Asset Management.

Ayco as an accommodation may include foreign accounts or assets in financial planning discussions or related exhibits; however, it is the sole responsibility of the client to comply with any legal and financial disclosure obligations of the laws of any country to which the client is subject. Ayco will rely on information provided by the client or his or her agents when including foreign accounts or assets in financial planning discussions or related exhibits. Ayco does not verify the accuracy of the any information concerning foreign accounts or assets.

Potential Conflicts of Interest

Under certain of Ayco’s financial counseling programs, Ayco may recommend securities or investment products, including those offered by its affiliates. This could lead to conflicts of interest of which you should be aware. Ayco is part of Goldman Sachs, a worldwide, full-service investment banking, broker-dealer, asset management and financial services organization. The Goldman Sachs Group, Inc., Ayco, and their affiliates and employees (collectively, “Goldman Sachs”) are engaged in businesses and have interests other than providing financial counseling services to individuals. This includes the management and sale of investment funds and other financial products that may be recommended to counseled individuals, and investment activities and business operations that may affect such funds or products. Goldman Sachs, Ayco and its counselors may receive various forms of compensation, commissions, payments, rebates and services related to sponsoring, managing or selling investment products recommended to counseled individuals. This may incentivize Ayco or its affiliates and their employees to recommend such products over others which might also be appropriate for counseled individuals. Goldman Sachs’ arrangements with outside managers may differ, and currently Goldman Sachs, Ayco and its counselors receive greater compensation for accounts managed by Goldman Sachs affiliates than in connection with separate accounts managed by non-Goldman Sachs entities.

Ayco or its affiliates may engage in insurance consulting or the insurance agency business for purposes of offering insurance contracts to counseled individuals, including variable life insurance contracts for which Ayco or its counselors may receive various forms of compensation. In addition, investment advisors of investment funds and products that may be offered to counseled individuals also may have other clients, businesses, and interests in addition to managing the assets of such product. Present and future activities of Goldman Sachs and other advisers in addition to those described in this supplement may give rise to additional conflicts of interest. More information regarding Ayco’s business practices and conflicts is set forth in Ayco’s Form ADV brochure, which is available upon request.

Ayco may provide tax advice, bill pay and bookkeeping services to its clients. In addition, in its capacity as an investment adviser, Ayco may prepare reports that reflect a client’s overall investment portfolio and financial position based on information provided to Ayco by its clients, which Ayco does not certify for accuracy or completeness. Ayco does not provide attest or compilation services and does not prepare, present, audit, review or examine prospective financial information or express any opinion as to the accuracy or validity of that information. Tax advice is provided as part of Ayco’s comprehensive financial counseling services, which are not related to the preparation or presentation of financial statements. Ayco does not provide accounting advice to its clients.

Goldman, Sachs & Co. does not provide accounting or tax advice to its clients. All clients should be aware that tax treatment is subject to change by law, in the future or retroactively, and clients should consult with their tax advisors regarding any potential strategy, investment or transaction.

Neither Goldman, Sachs & Co. nor Ayco provide legal advice to their clients, and all clients should consult with their own legal advisor regarding any potential strategy, investment, Financial plan, estate plan or with respect to their interest in any employee benefit or retirement plan.