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  "notes": "Form ADV disclosure page 94.",
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      "text": "As described above, Unaffiliated Advisers may discount their fees based on aggregate account size, and GSAM may aggregate the amount of assets allocated to such Unaffiliated Advisers across all Advisory Accounts within the same strategy (including discretionary managed accounts, Wrap Program Advisory Accounts, and Underlying Funds) in order to receive discounted fees. In general, this results in a reduction in compensation payable to the Unaffiliated Advisers by Advisory Accounts. However, actions taken by GSAM on behalf of one or more of such Advisory Accounts may adversely impact the other Advisory Accounts that invest with the same Unaffiliated Adviser. For example, in the event Goldman Sachs causes one or more Advisory Accounts to reduce the amount of assets allocated to an Unaffiliated Adviser, the remaining Advisory Accounts may no longer qualify for discounted fees and the compensation payable to such Unaffiliated Adviser by such remaining Advisory Accounts may increase. On the other hand, causing a new Advisory Account to invest with an Unaffiliated Adviser may reduce the fees paid by Advisory Accounts that already have an investment with the Underlying Fund.",
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      "text": "To the extent that XIG provides Advisory Accounts with access to Diligence Reports, XIG will face actual and perceived potential conflicts in preparing Diligence Reports in respect of Underlying Funds and Unaffiliated Advisers in which XIG and its affiliates have direct or indirect interests or relationships. For example, XIG and its affiliates may have multiple advisory,",
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      "text": "Certain GSAM-managed funds that allocate assets to an Unaffiliated Adviser’s Underlying Funds or accounts do not pay compensation to the Unaffiliated Advisers. Instead, the Unaffiliated Advisers are compensated by GSAM out of compensation GSAM receives from the GSAM-managed funds. In such circumstances, any reduction in the compensation payable to the Unaffiliated Advisers will inure to the benefit of GSAM, and not to the GSAM-managed funds or their investors. This fee structure incentivizes GSAM to select Unaffiliated Advisers with lower compensation levels (including Unaffiliated Advisers that discount their fees based on aggregate account size or other relationships) in order to increase the net fee to GSAM, and not select other Advisers that might also be appropriate for the Advisory Accounts. Fee breakpoints in an Advisory Account may also be affected by Goldman Sachs' business relationships and the size of Accounts other than the Advisory Account, and may directly or indirectly benefit Goldman Sachs and other Accounts. Advisory Accounts will not be entitled to any compensation with respect to such benefits received by Goldman Sachs and other Accounts.",
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      "text": "Goldman Sachs (including, without limitation, GSAM) may receive notice of, or offers to participate in, investment opportunities, including with respect to Profits Interests, from Unaffiliated Advisers, their affiliates or other third parties. Such investment opportunities may be offered to Goldman Sachs for various reasons, which may include business relationships with Unaffiliated Advisers or their affiliates or other reasons, including that one or more Advisory Accounts have made investments with such Unaffiliated Advisers. Such opportunities will generally not be required to be allocated to such Advisory Accounts unless the opportunities are received pursuant to contractual requirements, such as preemptive rights or rights offerings, under the terms of the Advisory Accounts' investments with such Unaffiliated Advisers. Investment (or continued investment) by particular Advisory Accounts with such Unaffiliated Advisers may result in additional investment opportunities for Goldman Sachs or other Accounts. An Advisory Account will not be entitled to compensation in connection with investments that are not allocated to such Advisory Account (or not fully allocated to such Advisory Account) and are allocated to Goldman Sachs (including GSAM) or other Accounts (including other Advisory Accounts). For additional information regarding conflicts of interest arising in connection with Profits Interests, see “— Conflicts Relating to Profits Interests” below.",
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