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.

Any retirement planning information, including, but not limited to, information regarding your retirement account(s), is for informational purposes only and is provided solely on the basis that it will not constitute investment or other advice or a recommendation relating to any person’s or plan’s investment or other decisions, and Ayco is not a fiduciary or advisor with respect to any person or plan by reason of providing the material or content herein including under the Employee Retirement Income Security Act of 1974 or Department of Labor Regulations. Unless Ayco has agreed in writing to provide discretionary investment management services to your retirement account, you understand that all investment decisions concerning your retirement accounts are made by you, without any advice or recommendations from Ayco.

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. LLC 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. LLC 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.

Manager selection and ongoing due diligence of certain unaffiliated mutual funds and ETFs are performed by the Alternative Investments and Manager Selection (“AIMS”) group within Goldman Sachs Asset Management ("GSAM"). Such due diligence may include, but is not limited to, on-site meetings, analytics related to historical performance, reference calls and risk reviews. This is not meant to be an exhaustive description of the due diligence process performed by AIMS, which could be modified in certain instances based on a number of factors. An “Outside Manager” is a manager that has not been reviewed or approved by AIMS and any manager not recommended by Ayco or its affiliates including GS&Co. and GSAM. Ayco does not follow, review or make any recommendations concerning Outside Managers. Ayco’s actions with regard to Outside Managers may differ from, and may conflict with, the opinions, advice given or investment decisions made by Ayco’s affiliates, including GS&Co. and GSAM. Ayco may, as an accommodation, include investments managed by Outside Managers in asset allocation discussions or in an asset allocation and other financial planning exhibits; however, any decision to invest with an Outside 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 Outside Manager. Ayco and its affiliates do not assume any liability related to a client’s acquisition, disposal or holding of investments(s) managed by an Outside Manager. Ayco will rely on information provided by or on behalf of clients, or other available information when including an Outside Manager in asset allocation discussions and preparing financial planning exhibits. Neither Ayco nor its affiliates verify the accuracy or completeness of the information concerning Outside Managers provided by or on behalf of clients.

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. LLC 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. LLC 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.