Notice2026-11222
Exemption for Certain Prohibited Transactions Involving the Goldman Sachs Group, Inc. (Goldman) Located in New York, New York
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
June 4, 2026
Effective
June 9, 2026
Issuing agencies
Labor DepartmentEmployee Benefits Security Administration
Abstract
This exemption allows current and future Goldman-related asset managers to continue to rely on Prohibited Transaction Exemption 84-14 (PTE 84-14), notwithstanding the GS Malaysia FCPA Conviction, if certain conditions are met.
Full Text
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<title>Federal Register, Volume 91 Issue 107 (Thursday, June 4, 2026)</title>
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[Federal Register Volume 91, Number 107 (Thursday, June 4, 2026)]
[Notices]
[Pages 33759-33766]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-11222]
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DEPARTMENT OF LABOR
Employee Benefits Security Administration
[Prohibited Transaction Exemption 2026-04; Application Number D-12122]
Exemption for Certain Prohibited Transactions Involving the
Goldman Sachs Group, Inc. (Goldman) Located in New York, New York
AGENCY: Employee Benefits Security Administration, Labor.
ACTION: Notice of exemption.
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SUMMARY: This exemption allows current and future Goldman-related asset
managers to continue to rely on Prohibited Transaction Exemption 84-14
(PTE 84-14), notwithstanding the GS Malaysia FCPA Conviction, if
certain conditions are met.
DATES: Exemption date: This exemption will be in effect for the period
beginning on June 9, 2026, and ending on June 8, 2031.
FOR FURTHER INFORMATION CONTACT: Blessed Chuksorji-Keefe, Office of
Exemption Determinations, Employee Benefits Security Administration,
U.S. Department of Labor, (202) 693-8540 (this is not a toll-free
number).
SUPPLEMENTARY INFORMATION:
Benefits of the Exemption
This exemption is intended to protect Covered Plans \1\ from
incurring the harms and costs that Goldman represents would arise if
Goldman-related ``Qualified Professional Asset Managers'' (Goldman
QPAMs) are no longer able to rely on the relief described in PTE 84-14,
due to Goldman QPAMs' noncompliance with that class exemption. Among
other things, this exemption ensures that a Covered Plan can terminate
its relationship with a Goldman Affiliated QPAM \2\ in an orderly and
cost-effective fashion if the Covered Plan fiduciary determines that it
is prudent to do so. This exemption requires Goldman Affiliated QPAMs
to adhere to basic fiduciary standards and responsibilities mandated by
Title I of ERISA and the Code and reinforces the obligation of Goldman
Affiliated QPAMs to act with integrity on behalf of Covered Plans, as
required by PTE 84-14.
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\1\ Covered Plan means a plan subject to Part IV of Title I of
ERISA (an ERISA-covered plan) or a plan subject to section 4975 of
the Code (an IRA), in each case, with respect to which a Goldman
Affiliated QPAM relies on PTE 84-14, or with respect to which a
Goldman Affiliated QPAM (or any Goldman affiliate) has expressly
represented that the manager qualifies as a QPAM or relies on the
QPAM class exemption (PTE 84-14). A Covered Plan does not include an
ERISA-covered plan or IRA to the extent the Goldman Affiliated QPAM
has expressly disclaimed reliance on QPAM status or PTE 84-14 in
entering into a contract, arrangement, or agreement with the ERISA-
covered plan or IRA.
\2\ Goldman Affiliated QPAMs means any current or future
``affiliate'' of Goldman (as defined in Part VI(d) of PTE 84-14)
that qualifies as a ``qualified professional asset manager'' (as
defined in PTE 84-14 Section VI(a)) and that relies on the relief
provided by PTE 84-14, but not including Goldman Sachs Malaysia.
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Background
Goldman requested an exemption in accordance with the Department's
exemption procedures.\3\ On April 2, 2026, the Department published a
notice of proposed exemption in the Federal Register (the Proposed
Exemption),\4\ for certain current and future Goldman-related asset
managers to continue to rely on PTE 84-14 until June 8, 2031, if
certain conditions are met, notwithstanding the GS Malaysia FCPA
Conviction for violations of the Foreign Corrupt Practices Act of
1977.\5\ Based on the record and representations made by Goldman, the
Department has determined to grant the Proposed Exemption with the
modifications discussed below.
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\3\ 29 CFR part 2570, subpart B at 89 FR 4662, January 24, 2024.
Effective December 31, 1978, section 102 of Reorganization Plan No.
4 of 1978, 5 U.S.C. App. 1 (1996), transferred the authority of the
Secretary of the Treasury to issue exemptions of the type requested
by the Applicant to the Secretary of Labor. Therefore, this notice
of exemption is issued solely by the Department.
\4\ See 91 FR 16745.
\5\ The GS Malaysia FCPA Conviction means the judgment of
conviction against Goldman Sachs Malaysia in connection with a U.S.
plea by Goldman Sachs Malaysia to one count of conspiracy to commit
offenses against the United States, in violation of Title 18, United
States Code, Section 371, i.e., to violate the anti-bribery
provisions of the Foreign Corrupt Practices Act of 1977, as amended.
See Title 15, United States Code, Sections 78dd-1 and 78dd-3.
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This exemption provides only the relief specified herein and does
not provide relief from any other law. If any material statement in the
record attributable to this exemption is not, or may no longer be,
completely and factually accurate, Goldman must immediately alert the
Department.
Comments Received
In the Proposed Exemption, the Department invited all interested
persons to submit written comments and request a public hearing. All
comments and requests for a hearing were due to the Department by May
14, 2026. The Department received six phone calls that did not raise
any substantive issues. The Department also received two substantive
written comments from the Securities Industry and Financial Markets
Association (SIFMA) and Goldman, which are discussed below. The
Department received no requests for a public hearing.\6\
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\6\ All information submitted by the Applicant to the Department
in connection with this exemption is available through the
Department's Public Disclosure Room, by referencing D-12122.
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SIFMA Comment
SIFMA's comment generally raised issues regarding the scope of PTE
84-14's disqualification provisions and argued that the conditions in
individual exemptions from Section I(g) are disproportionate to the
violation and largely unnecessary to protect plan participants and
beneficiaries. Regarding Goldman specifically, SIFMA asked the
Department to issue an exemption with conditions that are
[[Page 33760]]
more tailored and similar to individual exemptions issued prior to
2013.
Department Response: SIFMA's assertions regarding the scope of
Section I(g) of PTE 84-14 raises issues that are outside the scope of
this individual exemption. Regarding SIFMA's request for the Department
to tailor the conditions in this exemption to individual exemptions
issued prior to 2013, SIFMA did not demonstrate why such tailoring
would be in the interest of, and protective of, Covered Plans.
Goldman Comment
Goldman Request 1--No fourth audit. Goldman requests that the
Department eliminate the fourth audit requirement during the total ten-
year disqualification period. Goldman states that it has already had
three independent audits in connection with its single disqualifying
event. According to Goldman, these audits established a well-documented
record of compliance and that other protective conditions are
appropriate and reasonable at this stage to protect covered plans
without any additional audits. Goldman represents that it will, among
other things: conduct specialized ERISA training; undergo rigorous
annual reviews of its QPAMs by senior compliance officers; and provide
information to plans regarding their rights under the exemption and
ERISA so that they can make prudent decisions.
Furthermore, Goldman states that an additional check on its QPAM
compliance during the remainder of the ten-year term will be the
auditor's written report for its third audit, to be issued in December
2026, which will be provided to the Department as well as made
available to Covered Plans. Goldman asserts that this third audit
report and the exemption's record keeping requirements, coupled with
the Department's powers to revoke the exemption and/or investigate
Goldman QPAMs for noncompliance, provide significant checks on
Goldman's QPAM compliance.
Finally, Goldman asserts that the removal of any further audit
requirement is appropriate because the GS Malaysia FCPA Conviction did
not involve asset management and was triggered by a foreign affiliate
that was not in position to influence the policies of any Goldman
QPAMs.
Department Response: After reviewing the entire record, including
Goldman's comment, the Department is unable to find that the requested
change would be in the interest of Covered Plans. The fourth required
independent audit helps protect the rights of participants of Covered
Plans by ensuring that, among other things: the Goldman Affiliated
QPAMs adhere to their basic fiduciary obligations under ERISA;
transactions prohibited under ERISA are implemented in accordance with
the requirements of PTE 84-14 and are monitored in a way that protects
participants; and the Goldman Affiliated QPAMs implement their policies
and training in accordance with the requirements of the exemption and
report and correct instances of noncompliance. The audit requirement
not only helps to identify instances of noncompliance with this
exemption but also helps promote and encourage an ongoing culture of
compliance for personnel subject to the audit.
Although the GS Malaysia Conviction involved a foreign affiliate,
the scope of misconduct was broad and the nature and impact of the
criminal activity was severe. It is the Department's understanding that
the U.S. Department of Justice (DO) reached its resolution with Goldman
based on a number of factors, including Goldman's failure to
voluntarily disclose the conduct to the DOJ; the nature and seriousness
of the offense, which included the involvement of high-level employees
within Goldman's investment bank and others who ignored significant red
flags; the involvement of various Goldman subsidiaries across the
world; the amount of the bribes, which totaled over $1.6 billion; the
number and high-level nature of the bribe recipients, which included at
least 11 foreign officials, including high-ranking officials of the
Malaysian government; and the significant amount of actual loss
incurred as a result of the co-conspirators' conduct.\7\
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\7\ Office of Public Affairs [verbar] Goldman Sachs Charged in
Foreign Bribery Case and Agrees to Pay Over $2.9 Billion [verbar]
United States Department of Justice.
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Goldman Request 2--Definition of ``Goldman Affiliated QPAMs.
Goldman also requests a modification to the definition of ``Goldman
Affiliated QPAMs'' so that it covers all of Goldman's current and
future affiliates that may rely on PTE 84-14. According to Goldman,
prior I(g) exemptions granted to Goldman, as well as UBS, contained
definitions of QPAMs that were similarly inclusive of all current and
future affiliates, and Goldman requests that Section I(d) of the
exemption be modified to read as follows (new text bolded and
underlined):
The term ``Goldman Affiliated QPAMs'' means The Goldman Sachs
Trust Company, N.A.; Goldman Sachs Bank USA; Goldman Sachs & Co.
LLC; Goldman Sachs Asset Management, L.P.; Goldman Sachs Asset
Management International; Goldman Sachs Hedge Fund Strategies LLC;
GS Investment Strategies, LLC; GSAM Stable Value, LLC; The Ayco
Company, L.P.; Aptitude Investment Management LP; Rocaton Investment
Advisors, LLC; United Capital Financial Advisers, LLC; and PFE
Advisors, Inc., and any current or future ``affiliate'' of Goldman
(as defined in Part VI(d) of PTE 84-14) that qualifies as a
``qualified professional asset manager'' (as defined in PTE 84-14
Section VI(a)) and that relies on the relief provided by PTE 84-14.
The term ``Goldman Affiliated QPAMs'' excludes Goldman Sachs
Malaysia.
Department Response: After reviewing the record and the definitions
of this exemption, the Department has determined to make the requested
change.
The complete application file (D-12122) is available for public
inspection in the Public Disclosure Room of the Employee Benefits
Security Administration, Room N-1515, U.S. Department of Labor, 200
Constitution Avenue NW, Washington, DC 20210 reachable by telephone at
1-866-444-3272. For a more complete statement of the facts and
representations supporting the Department's decision to grant this
exemption, please refer to the Notice of Proposed Exemption published
on April 2, 2026, at 91 FR 16745.
General Information
The attention of interested persons is directed to the following:
(1) The fact that a transaction is the subject of an exemption
under ERISA section 408(a) and/or Code section 4975(c)(2) does not
relieve a fiduciary or other party in interest or disqualified person
from certain other provisions of ERISA and/or the Code, including any
prohibited transaction provisions to which the exemption does not apply
and the general fiduciary responsibility provisions of ERISA section
404, which, among other things, require a fiduciary to discharge his
duties respecting the plan solely in the interest of the participants
and beneficiaries of the plan and in a prudent fashion in accordance
with ERISA section 404(a)(1)(B); nor does it affect the requirement of
Code section 401(a) that the plan must operate for the exclusive
benefit of the employees of the employer maintaining the plan and their
beneficiaries;
(2) As required by ERISA section 408(a) and/or Code section
4975(c)(2), the Department hereby finds that the exemption is (1)
administratively feasible for the Department, (2) in the interest of
the plan and its participants and beneficiaries, and (3) protective of
[[Page 33761]]
the rights of participants and beneficiaries of the plan;
(3) The exemption is supplemental to, and not in derogation of, any
other provisions of ERISA and/or the Code, including statutory or
administrative exemptions and transitional rules. Furthermore, the fact
that a transaction is subject to an administrative or statutory
exemption is not dispositive of whether the transaction is in fact a
prohibited transaction;
(4) The availability of this exemption is subject to the express
condition that the material facts and representations contained in the
application accurately describe all material terms of the transactions
that are the subject of the exemption and are true at all times; and
Accordingly, after considering the entire record developed in
connection with Goldman's exemption application, the Department grants
the following exemption under the authority of ERISA section 408(a) and
Code section 4975(c)(2) in accordance with the Department's exemption
procedures regulation.\8\
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\8\ 29 CFR part 2570, subpart B (89 FR 4662 (January 24, 2024)).
Effective December 31, 1978, section 102 of Reorganization Plan No.
4 of 1978, 5 U.S.C. App. 1 (1996), transferred the authority of the
Secretary of the Treasury to issue exemptions of the type requested
to the Secretary of Labor. Therefore, this exemption is issued
solely by the Department. For purposes of this exemption, references
to ERISA section 406, unless otherwise specified, should be read to
refer as well to the corresponding provisions of Code section 4975.
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Exemption
Section I. Definitions
(a) The term ``Goldman Sachs Malaysia FCPA Conviction'' means the
judgment of conviction against Goldman Sachs Malaysia in connection
with a U.S. plea by Goldman Sachs Malaysia to one count of conspiracy
to commit offenses against the United States, in violation of Title 18,
United States Code, Section 371, that is, to violate the anti-bribery
provisions of the Foreign Corrupt Practices Act of 1977, as amended,
see Title 15, United States Code, Sections 78dd-1 and 78dd-3.
(b) The term ``Covered Plan'' means a plan subject to Part IV of
Title I of ERISA (an ERISA-covered plan) or a plan subject to section
4975 of the Code (an IRA), in each case, with respect to which a
Goldman Affiliated QPAM relies on PTE 84-14, or with respect to which a
Goldman Affiliated QPAM (or any Goldman affiliate) has expressly
represented that the manager qualifies as a QPAM or relies on the QPAM
class exemption (PTE 84-14). A Covered Plan does not include an ERISA-
covered plan or IRA to the extent the Goldman Affiliated QPAM has
expressly disclaimed reliance on QPAM status or PTE 84-14 in entering
into a contract, arrangement, or agreement with the ERISA-covered plan
or IRA.
(c) The term ``Goldman'' means The Goldman Sachs Group, Inc.
(d) The term ``Goldman Affiliated QPAMs'' means The Goldman Sachs
Trust Company, N.A.; Goldman Sachs Bank USA; Goldman Sachs & Co. LLC;
Goldman Sachs Asset Management, L.P.; Goldman Sachs Asset Management
International; Goldman Sachs Hedge Fund Strategies LLC; GS Investment
Strategies, LLC; GSAM Stable Value, LLC; The Ayco Company, L.P.;
Aptitude Investment Management LP; Rocaton Investment Advisors, LLC;
United Capital Financial Advisers, LLC; and PFE Advisors, Inc., and any
current or future ``affiliate'' of Goldman (as defined in Part VI(d) of
PTE 84-14) that qualifies as a ``qualified professional asset manager''
(as defined in PTE 84-14 Section VI(a)) and that relies on the relief
provided by PTE 84-14. The term ``Goldman Affiliated QPAMs'' excludes
Goldman Sachs Malaysia.
(e) The term ``Goldman Related QPAMs'' means any current or future
``qualified professional asset manager'' (as defined in Section VI(a)
of PTE 84-14) that relies on the relief provided by PTE 84-14, and with
respect to which Goldman Sachs Malaysia owns a direct or indirect five
(5) percent or more interest, but with respect to which Goldman Sachs
Malaysia is not an ``affiliate'' (as defined in section VI(d)(1) of PTE
84-14). The term ``Goldman Related QPAMs'' excludes Goldman Sachs
Malaysia.
(f) The term ``Goldman Sachs Malaysia'' means Goldman Sachs
(Malaysia) Sdn. Bhd.
(g) The term ``Exemption Period'' means the five-year period
beginning on June 9, 2026, immediately following the expiration of the
exemptive relief in PTE 2021-02.
(h) The term ``Plea Agreement'' means the Plea Agreement entered
into between the United States of America, by and through the United
States Department of Justice, Criminal Division, Fraud Section and
Money Laundering and Asset Recovery Section, and the United States
Attorney's Office for the Eastern District of New York and Goldman
Sachs (Malaysia) Sdn. Bhd. Cr. No. 20-438 (MKB), filed October 21,
2020.
(i) The term ``Conviction Date'' means the date that a judgment of
conviction against Goldman Sachs (Malaysia) Sdn. Bhd., in Cr. No. 20-
438 (MKB), was entered in the United States District Court for the
Eastern District of New York.
(j) The term ``best knowledge,'' ``to the best of one's
knowledge,'' ``best knowledge at that time,'' and other similar ``best
knowledge'' terms include matters that are known to the applicable
individual or should be known to such individual upon the exercise of
such individual's due diligence required under the circumstances, and,
with respect to an entity other than a natural person, such term
includes matters that are known to the directors and officers of the
entity or should be known to such individuals upon the exercise of such
individuals' due diligence required under the circumstances.
(k) The ``conduct'' of any person or entity that is the ``subject
of'' any misconduct refers to the misconduct by any Goldman personnel
that is the basis of (or the subject of) the Goldman Sachs Malaysia
FCPA Conviction.
(l) The term ``participate in'' when used to describe an individual
or entity's participation in the Goldman Sachs Malaysia FCPA Conviction
refers not only to active participation in the conduct that is the
subject of the Goldman Sachs Malaysia FCPA Conviction but also includes
an individual or entity's knowledge or approval of the conduct that is
the subject of the Goldman Sachs Malaysia FCPA Conviction, without
taking active steps to prohibit such conduct, such as reporting the
conduct to the individual's supervisors, and to the Board of Directors.
Section II. Covered Transactions
The Goldman Affiliated QPAMs and the Goldman Related QPAMs will not
be precluded from relying on the exemptive relief provided by
Prohibited Transaction Class Exemption 84-14 (PTE 84-14) \9\ during the
Exemption Period, notwithstanding the Goldman Sachs Malaysia FCPA
Conviction, provided that the definitions in Section I and the
conditions in Section III are satisfied.
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\9\ 49 FR 9494 (March 13, 1984), as corrected at 50 FR 41430,
(Oct. 10, 1985), as amended at 70 FR 49305 (Aug. 23, 2005), as
amended at 75 FR 38837 (July 6, 2010), as amended at 89 FR 23090
(April 3, 2024), and as corrected at 89 FR 65779 (Aug. 13, 2024).
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Section III. Conditions
(a) Other than a single individual, who worked for a non-fiduciary
business within a Goldman Affiliated QPAM, and who had no
responsibility for, and exercised no authority in connection with, the
management of plan assets, the Goldman Affiliated QPAMs and Goldman
Related QPAMs
[[Page 33762]]
(including their officers, directors, agents (other than Goldman Sachs
Malaysia), and the employees of the Goldman Affiliated QPAMs and
Goldman Related QPAMs (collectively, the Goldman QPAMs) did not know
of, did not have reason to know of, or did not participate in the
criminal conduct of Goldman Sachs Malaysia that is the subject of the
Goldman Sachs Malaysia FCPA Conviction. Further, any other party
engaged on behalf of the Goldman QPAMs who had responsibility for, or
exercised authority in connection with the management of plan assets
did not know of, did not have reason to know of, or participate in the
criminal conduct of Goldman Sachs Malaysia that is the subject of the
Goldman Sachs Malaysia FCPA Conviction;
(b) Other than a single individual, who worked for a non-fiduciary
business within a Goldman Affiliated QPAM, and who had no
responsibility for, and exercised no authority in connection with, the
management of plan assets, the Goldman Affiliated QPAMs and the Goldman
Related QPAMs (including their officers, directors, agents (other than
Goldman Sachs Malaysia), and employees of such Goldman Affiliated
QPAMs) did not receive direct compensation, or knowingly receive
indirect compensation, in connection with the criminal conduct of
Goldman Sachs Malaysia that is the subject of the Goldman Sachs
Malaysia FCPA Conviction. Further, any other party engaged on behalf of
the Goldman QPAMs who had responsibility for, or exercised authority in
connection with the management of plan assets did not receive direct
compensation, or knowingly receive indirect compensation, in connection
with the criminal conduct of Goldman Sachs Malaysia that is the subject
of the Goldman Sachs Malaysia FCPA Conviction;
(c) The Goldman Affiliated QPAMs do not currently and will not in
the future employ or knowingly engage any of the individuals who
participated in the criminal conduct of Goldman Sachs Malaysia that is
the subject of the Goldman Sachs Malaysia FCPA Conviction;
(d) At all times during the Exemption Period, no Goldman Affiliated
QPAM will use its authority or influence to direct an ``investment
fund'' (as defined in PTE 84-14 Section VI(b)) that is subject to ERISA
or the Code and managed by such Goldman Affiliated QPAM with respect to
one or more Covered Plans to enter into any transaction with Goldman
Sachs Malaysia or to engage Goldman Sachs Malaysia to provide any
service to such investment fund, for a direct or indirect fee borne by
such investment fund, regardless of whether such transaction or service
may otherwise be within the scope of relief provided by an
administrative or statutory exemption;
(e) Any failure of a Goldman Affiliated QPAM or a Goldman Related
QPAM to satisfy PTE 84-14 Section I(g) arose solely from the Goldman
Sachs Malaysia FCPA Conviction;
(f) A Goldman Affiliated QPAM or a Goldman Related QPAM did not
exercise authority over the assets of any plan subject to Part 4 of
Title I of ERISA (an ERISA-covered plan) or Code section 4975 (an IRA)
in a manner that it knew or should have known would further the
criminal conduct that is the subject of the Goldman Sachs Malaysia FCPA
Conviction; or cause the Goldman Affiliated QPAM, Related QPAM or its
affiliates to directly or indirectly profit from the criminal conduct
that is the subject of the Goldman Sachs Malaysia FCPA Conviction;
(g) Other than with respect to employee benefit plans maintained or
sponsored for its own employees or the employees of an affiliate,
Goldman Sachs Malaysia will not act as a fiduciary within the meaning
of ERISA section 3(21)(A)(i) or (iii), or Code section 4975(e)(3)(A)
and (C), with respect to ERISA-covered plan and IRA assets; provided,
however, that Goldman Sachs Malaysia will not be treated as violating
the conditions of this exemption, if granted, solely because they acted
as an investment advice fiduciary within the meaning of ERISA section
3(21)(A)(ii) or Code section 4975(e)(3)(B);
(h)(1) Each Goldman Affiliated QPAM must continue to maintain,
adjust to the extent necessary, implement, and follow written policies
and procedures implemented previously in accordance with PTE 2021-02
(the Policies). Future Goldman Affiliated QPAMs have six months to
develop Policies after the date they become subject to this exemption.
The Policies must require, and must be reasonably designed to ensure
that:
(i) The asset management decisions of the Goldman Affiliated QPAM
are conducted independently of Goldman's corporate management and
business activities, and the corporate management and business
activities of Goldman Sachs Malaysia. This condition does not preclude
a Goldman Affiliated QPAM from receiving publicly available research
and other widely available information from Goldman Sachs Malaysia;
(ii) The Goldman Affiliated QPAM fully complies with ERISA's
fiduciary duties, and with ERISA and the Code's prohibited transaction
provisions, in each case as applicable with respect to each Covered
Plan, and does not knowingly participate in any violation of these
duties and provisions with respect to Covered Plans;
(iii) The Goldman Affiliated QPAM does not knowingly participate in
any other person's violation of ERISA or the Code with respect to
Covered Plans;
(iv) Any filings or statements made by the Goldman Affiliated QPAM
to regulators, including, but not limited to, the Department, the
Department of the Treasury, the Department of Justice, and the Pension
Benefit Guaranty Corporation, on behalf of or in relation to Covered
Plans, are materially accurate and complete, to the best of such QPAM's
knowledge at that time;
(v) To the best of its knowledge at that time, the Goldman
Affiliated QPAM does not make material misrepresentations or omit
material information in its communications with such regulators with
respect to Covered Plans, or make material misrepresentations or omit
material information in its communications with Covered Plans; and
(vi) The Goldman Affiliated QPAM complies with the terms of this
five-year exemption;
(2) Any violation of, or failure to comply with an item in
subparagraphs (h)(1)(ii) through (vi), is corrected as soon as
reasonably possible upon discovery, or as soon after the QPAM
reasonably should have known of the noncompliance (whichever is
earlier), and any such violation or compliance failure not so corrected
is reported, upon the discovery of such failure to so correct, in
writing. This report must be made to the head of compliance and the
general counsel (or their functional equivalent) of the relevant
Goldman Affiliated QPAM that engaged in the violation or failure, and
the independent auditor responsible for reviewing compliance with the
Policies. A Goldman Affiliated QPAM will not be treated as having
failed to develop, implement, maintain, or follow the Policies,
provided that it corrects any instance of noncompliance as soon as
reasonably possible upon discovery, or as soon as reasonably possible
after the Goldman Affiliated QPAM reasonably should have known of the
noncompliance (whichever is earlier), and provided that it adheres to
the reporting requirements set forth in this subparagraph (2); and
(3) Each Goldman Affiliated QPAM must continue to maintain, adjust
(to
[[Page 33763]]
the extent necessary) and implement a program of training during the
Exemption Period, to be conducted at least annually, for all relevant
Goldman Affiliated QPAM asset/portfolio management, trading, legal,
compliance, and internal audit personnel (the Training). Future Goldman
Affiliated QPAMs have six months to develop the Training after the date
they become subject to this exemption. The Training may be conducted
electronically and must be set forth in the Policies and, at a minimum,
cover the Policies, ERISA and Code compliance (including applicable
fiduciary duties and the prohibited transaction provisions), ethical
conduct, the consequences for not complying with the conditions of this
exemption (including any loss of exemptive relief provided herein), and
prompt reporting of wrongdoing. The Training must be conducted by a
professional who has been prudently selected and who has appropriate
training and proficiency with ERISA and the Code to perform the tasks
required by this exemption;
(i)(1) Each Goldman Affiliated QPAM submits to one audit, to cover
the final twelve months of exemptive relief, ending on June 8, 2031, to
be completed within sixty days thereafter and conducted by a prudently
selected independent auditor with appropriate technical training and
proficiency with ERISA and the Code, to evaluate the adequacy of, and
each Goldman Affiliated QPAM's compliance with, the Policies and
Training. The audit requirement must be incorporated in the Policies.
The corresponding certified Audit Report, as defined below, must be
submitted to the Department no later than 45 days following the
completion of the audit.
(2) Within the scope of the audit and to the extent necessary for
the auditor, in its sole opinion, to complete its audit and comply with
the conditions for relief described herein, and only to the extent the
disclosure is not prevented by state or federal statute, or involves
communications subject to attorney client privilege, each Goldman
Affiliated QPAM and, if applicable, Goldman, will grant the auditor
unconditional access to its business, including, but not limited to:
Its computer systems; business records; transactional data; workplace
locations; training materials; and personnel. Such access is limited to
information relevant to the auditor's objectives as specified by the
terms of this exemption;
(3) The auditor's engagement must specifically require the auditor
to determine whether each Goldman Affiliated QPAM has developed,
implemented, maintained, and followed the Policies in accordance with
the conditions of this exemption, and has developed and implemented the
Training, as required by the terms of this exemption;
(4) The auditor's engagement must specifically require the auditor
to test each Goldman Affiliated QPAM's operational compliance with the
Policies and Training. In this regard, the auditor must test, for each
Goldman Affiliated QPAM, a sample of the Goldman Affiliated QPAM's
transactions involving Covered Plans, sufficient in size and nature to
afford the auditor a reasonable basis to determine such Goldman
Affiliated QPAM's operational compliance with the Policies and
Training;
(5) On or before the end of the relevant period described in
Section III(i)(1) for completing the audit, the auditor must issue a
written report (the Audit Report) to Goldman and the Goldman Affiliated
QPAM to which the audit applies that describes the procedures performed
by the auditor in connection with its examination. The auditor, at its
discretion, may issue a single consolidated Audit Report that covers
all the Goldman Affiliated QPAMs. The Audit Report must include the
auditor's specific determinations regarding:
(i) The adequacy of each Goldman Affiliated QPAM's Policies and
Training; each Goldman Affiliated QPAM's compliance with the Policies
and Training; the need, if any, to strengthen such Policies and
Training; and any instance of the respective Goldman Affiliated QPAM's
noncompliance with the written Policies and Training described in
Section III(h) above. The Goldman Affiliated QPAM must promptly address
any noncompliance. The Goldman Affiliated QPAM must promptly address or
prepare a written plan of action to address any determination as to the
adequacy of the Policies and Training and the auditor's recommendations
(if any) with respect to strengthening the Policies and Training of the
respective Goldman Affiliated QPAM. Any action taken or the plan of
action to be taken by the respective Goldman Affiliated QPAM must be
included in an addendum to the Audit Report (such addendum must be
completed prior to the certification described in Section III(i)(7)
below or as soon as practicable thereafter). Any determination by the
auditor that a Goldman Affiliated QPAM has implemented, maintained, and
followed sufficient Policies and Training must not be based solely or
in substantial part on an absence of evidence indicating noncompliance.
In this last regard, any finding that a Goldman Affiliated QPAM has
complied with the requirements under this subparagraph must be based on
evidence that the particular Goldman Affiliated QPAM has actually
implemented, maintained, and followed the Policies and Training
required by this exemption, if granted. Furthermore, the auditor must
not solely rely on the Exemption Report created by the Compliance
Officer, as described in Section III(m) below, as the basis for the
auditor's conclusions in lieu of independent determinations and testing
performed by the auditor as required by Section III(i)(3) and (4)
above; and
(ii) The adequacy of the Exemption Review described in Section
III(m);
(6) The auditor must notify the respective Goldman Affiliated QPAM
of any instance of noncompliance identified by the auditor within five
(5) business days after such noncompliance is identified by the
auditor, regardless of whether the audit has been completed as of that
date;
(7) With respect to the Audit Report, the general counsel or one of
the three most senior executive officers of the Goldman Affiliated QPAM
to which the Audit Report applies, must certify in writing, under
penalty of perjury, that the officer has reviewed the Audit Report and
this exemption, if granted; that, to the best of such officer's
knowledge at the time, the Goldman Affiliated QPAM has addressed,
corrected, and remedied any noncompliance and inadequacy or has an
appropriate written plan to address any inadequacy regarding the
Policies and Training identified in the Audit Report. This
certification must also include the signatory's determination that, to
the best of the officer's knowledge at the time, the Policies and
Training in effect at the time of signing were adequate to ensure
compliance with the conditions of this exemption, and with the
applicable provisions of ERISA and the Code. Notwithstanding the above,
no person, including any person referenced in the Department of
Justice's Statement of Facts that gave rise to the Plea Agreement, who
knew of, or should have known of, or participated in, any misconduct
described in the Statement of Facts, by any party, may provide the
certification required by this paragraph, unless the person took active
documented steps to stop the misconduct;
(8) The Goldman Board of Directors is provided a copy of the Audit
Report; and a senior executive officer of the Audit Committee
established by the Goldman Board of Directors, the general
[[Page 33764]]
counsel of the Goldman Sachs Affiliated QPAM to which the Audit Report
applies, one of the three most senior executive officers of the Goldman
Sachs Affiliated QPAM to which the Audit Report applies, or the Chief
Compliance Officer of Goldman Sachs must review the Audit Report for
each Goldman Affiliated QPAM with the Chairperson of the Audit
Committee and must certify in writing, under penalty of perjury, that
such officer has reviewed the Audit Report, that a copy of such Audit
Report was provided to the Board of Directors, and that the Audit
Report was reviewed with and by the Chairperson of the Audit Committee.
Notwithstanding the above, no person, including any person referenced
in the Department of Justice's Statement of Facts that gave rise to the
Plea Agreement, who knew of, or should have known of, or participated
in, any misconduct described in the Statement of Facts, by any party,
may provide the certification required by this paragraph, unless such
person took active documented steps to prohibit the misconduct;
(9) Each Affiliated QPAM must provide its certified Audit Report to
the Office of Exemption Determinations (OED) via email to <a href="/cdn-cgi/l/email-protection#8feaa2c0cacbcfebe0e3a1e8e0f9"><span class="__cf_email__" data-cfemail="b4d199fbf1f0f4d0dbd89ad3dbc2">[email protected]</span></a>. This delivery must take place no later than 45 days
following completion of the Audit Report. The Audit Report will be made
part of the public record regarding this exemption. Furthermore, each
Goldman Affiliated QPAM must make its Audit Report unconditionally
available, electronically or otherwise, for examination upon request by
any duly authorized employee or representative of the Department, other
relevant regulators, and any fiduciary of a Covered Plan;
(10) Any engagement agreement with an auditor to perform the audit
required by this exemption must be submitted to OED no later than two
months after the execution of the agreement;
(11) The auditor must provide the Department, upon request, for
inspection and review, access to all the workpapers created and used in
connection with the audit, provided such access and inspection is
otherwise permitted by law; and
(12) Goldman or a Goldman Affiliated QPAM must notify the
Department of a change in the independent auditor no later than two
months after the engagement of a substitute or subsequent auditor and
must provide an explanation for the substitution or change including a
description of any material disputes involving the terminated auditor;
(j) As of the effective date of this five-year exemption, with
respect to any arrangement, agreement, or contract between a Goldman
Affiliated QPAM and a Covered Plan, the Goldman Affiliated QPAM agrees
and warrants to Covered Plans:
(1) To comply with ERISA and the Code, as applicable with respect
to such Covered Plan; to refrain from engaging in prohibited
transactions that are not otherwise exempt (and to promptly correct any
prohibited transactions); and to comply with the standards of prudence
and loyalty set forth in section 404 of ERISA with respect to each such
ERISA-covered plan and IRA to the extent that section 404 is
applicable;
(2) To indemnify and hold harmless the Covered Plan for any actual
losses resulting directly from: a Goldman Affiliated QPAM's violation
of any conditions of this exemption preventing the Goldman Affiliated
QPAM from relying on this exemption, ERISA's fiduciary duties, as
applicable, and of the prohibited transaction provisions of ERISA and
the Code, as applicable; a breach of contract by the QPAM; or any claim
arising out of the failure of such Goldman Affiliated QPAM to qualify
for the exemptive relief provided by PTE 84-14 as a result of a
violation of PTE 84-14 Section I(g), other than the Goldman Sachs
Malaysia FCPA Conviction. The term ``actual losses'' includes, but is
not limited to, losses and related costs arising from unwinding
transactions with third parties and from transitioning Plan assets to
an alternative asset manager as well as costs associated with any
exposure to excise taxes under Code section 4975 as a result of a
QPAM's inability to rely upon the relief in PTE 84-14;
(3) Not to require (or otherwise cause) the Covered Plan to waive,
limit, or qualify the liability of the Goldman Affiliated QPAM for
violating ERISA or the Code or engaging in prohibited transactions;
(4) Not to restrict the ability of such Covered Plan to terminate
or withdraw from its arrangement with the Goldman Affiliated QPAM with
respect to any investment in a separately managed account or pooled
fund subject to ERISA and managed by such QPAM, with the exception of
reasonable restrictions, appropriately disclosed in advance, that are
specifically designed to ensure equitable treatment of all investors in
a pooled fund in the event such withdrawal or termination may have
adverse consequences for all other investors. In connection with any
such arrangements involving investments in pooled funds subject to
ERISA entered into after the effective date of this exemption, the
adverse consequences must relate to a lack of liquidity of the
underlying assets, valuation issues, or regulatory reasons that prevent
the fund from promptly redeeming an ERISA covered plan's or IRA's
investment, and such restrictions must be applicable to all such
investors and be effective no longer than reasonably necessary to avoid
the adverse consequences;
(5) Not to impose any fees, penalties, or charges for such
termination or withdrawal with the exception of reasonable fees,
appropriately disclosed in advance, that are specifically designed to
prevent generally recognized abusive investment practices or
specifically designed to ensure equitable treatment of all investors in
a pooled fund in the event such withdrawal or termination may have
adverse consequences for all other investors, provided that such fees
are applied consistently and in a like manner to all such investors;
and
(6) Not to include exculpatory provisions disclaiming or otherwise
limiting liability of the Goldman Affiliated QPAM for a violation of
such agreement's terms. To the extent consistent with Section 410 of
ERISA, however, this provision does not prohibit disclaimers for
liability caused by an error, misrepresentation, or misconduct of a
plan fiduciary or other party hired by the plan fiduciary who is
independent of Goldman and its affiliates, or damages arising from acts
outside the control of the Goldman Affiliated QPAM;
(7) Unless already so provided, within four (4) months of the
effective date of this five-year exemption, each Goldman Affiliated
QPAM must provide a notice of its obligations under this Section III(j)
to each Covered Plan. For Covered Plans that enter into a written asset
or investment management agreement with a Goldman Affiliated QPAM on or
after a date that is four (4) months after the effective date of this
exemption, if granted, the Goldman Affiliated QPAM must agree to its
obligations under this Section III(j) in an updated investment
management agreement between the Goldman Affiliated QPAM and such
clients, or other written contractual agreement. Notwithstanding the
above, a Goldman Affiliated QPAM will not violate the condition solely
because a Plan or IRA refuses to sign an updated investment management
agreement.
(k) Unless already so provided, within 60 days of the effective
date of this five-year exemption, each Goldman Affiliated QPAM must
provide a Federal Register copy of the notice of the exemption, along
with a separate summary describing the facts that led to the Goldman
Sachs Malaysia FCPA
[[Page 33765]]
Conviction (the Summary), which has been submitted to the Department,
with a prominently displayed statement (the Statement) that the Goldman
Sachs Malaysia FCPA Conviction results in a failure to meet a condition
in PTE 84-14, to each sponsor and beneficial owner of a Covered Plan
that has entered into a written asset or investment management
agreement with a Goldman Affiliated QPAM, or the sponsor of an
investment fund in any case where a Goldman Affiliated QPAM acts as a
sub-advisor to the investment fund in which such ERISA-covered plan and
IRA invests. The Summary will be submitted to OED before it is
distributed by each Affiliated QPAM. All prospective Covered Plan
clients that enter into a written asset or investment management
agreement with a Goldman Affiliated QPAM after a date that is 60 days
after the effective date of this exemption must receive a copy of the
notice of the exemption, the Summary, and the Statement prior to, or
contemporaneously with, the Covered Plan's receipt of a written asset
or investment management agreement from the Goldman Affiliated QPAM.
The notices may be delivered electronically (including by an email that
has a link to the five-year exemption);
(l) The Goldman Affiliated QPAMs must comply with each condition of
PTE 84-14, as amended, with the sole exception of the violation of PTE
84-14 Section I(g) that is attributable to the Goldman Sachs Malaysia
FCPA Conviction. If, during the Exemption Period, an entity within the
Goldman corporate structure is convicted of a crime described in PTE
84-14 Section I(g) (other than the Goldman Sachs Malaysia FCPA
Conviction), relief in this exemption, if granted, would terminate
immediately;
(m)(1) Within 60 days after the effective date of this exemption,
each Goldman Affiliated QPAM must designate a senior compliance officer
(the Compliance Officer) who will be responsible for compliance with
the Policies and Training requirements described herein. Each Goldman
Sachs Affiliated QPAM or applicable line of business may designate its
own Compliance Officer(s). Notwithstanding the above, no person,
including any person referenced in the Department of Justice's
Statement of Facts that gave rise to the Plea Agreement, who knew of,
or should have known of, or participated in, any misconduct described
in the Statement of Facts, by any party, may be involved with the
designation or responsibilities required by this condition, unless the
person took active documented steps to stop the misconduct.
(2) The Compliance Officer must conduct a review of each twelve-
month period of the Exemption Period (the Exemption Review), to
determine the adequacy and effectiveness of the implementation of the
Policies and Training. With respect to the Compliance Officer, the
following conditions must be met:
(i) The Compliance Officer must be a professional who has extensive
experience with, and knowledge of, the regulation of financial services
and products, including under ERISA and the Code;
(ii) The Compliance Officer must be: (i) A compliance officer who
regularly reports to the Audit Committee; or (ii) the highest-ranking
compliance officer at the applicable Goldman Sachs Affiliated QPAM or
line of business; and
(iii) The Compliance Officers responsible for the Exemption Review
must provide the Exemption Report to the Auditor within seven (7) days
of completing the report;
(3) With respect to the Exemption Review, the following conditions
must be met:
(i) The Exemption Review includes a review of the Goldman
Affiliated QPAMs' compliance with and effectiveness of the Policies and
Training and of the following: Any compliance matter related to the
Policies or Training that was identified by, or reported to, the
Compliance Officer or the Audit Committee, during the previous year;
the most recent Audit Report issued pursuant to PTE 2021-02 or this
exemption; and any change to ERISA, the Code, or regulations related to
fiduciary duties and the prohibited transaction provisions that may be
applicable to the activities of the Goldman Affiliated QPAMs;
(ii) The Compliance Officer prepares a written report for the
Exemption Review (an Exemption Report) that (A) summarizes his or her
material activities during the prior year; (B) sets forth any instance
of noncompliance discovered during the prior year, and any related
corrective action; (C) details any change to the Policies or Training
to guard against any similar instance of noncompliance occurring again;
and (D) makes recommendations, as necessary, for additional training,
procedures, monitoring, or additional and/or changed processes or
systems, and management's actions on such recommendations;
(iii) In the Exemption Report, the Compliance Officer must certify
in writing that to the best of his or her knowledge at the time: (A)
The report is accurate; (B) the Policies and Training are working in a
manner which is reasonably designed to ensure that the Policies and
Training requirements described herein are met; (C) any known instance
of noncompliance during the prior year and any related correction taken
to date have been identified in the Exemption Report; and (D) the
Goldman Affiliated QPAMs have complied with the Policies and Training,
and/or corrected (or are correcting) any known instances of
noncompliance in accordance with Section III(h) above;
(iv) The Exemption Report must be provided to appropriate corporate
officers of Goldman and the Goldman Affiliated QPAM to which such
report relates, and to the head of compliance and the general counsel
(or their functional equivalent) of Goldman Sachs the relevant Goldman
Affiliated QPAM; and the report must be made unconditionally available
to the independent auditor described in Section III(i) above;
(v) The first Exemption Review, including the Compliance Officer's
written Exemption Report, must cover the twelve-month period from June
9, 2026, to June 8, 2027. The next four Exemption Reviews and Exemption
Reports must each cover a twelve-month period that begins on the date
that immediately follows the end of the prior Exemption Review coverage
period. Each Annual Review, including the Compliance Officer's written
Annual Report, must be completed within three months following the end
of the period to which it relates;
(n) Goldman imposes its internal procedures, controls, and
protocols on Goldman Sachs Malaysia to reduce the likelihood of any
recurrence of conduct that is the subject of the Goldman Sachs Malaysia
FCPA Conviction;
(o) Goldman complies in all material respects with the requirements
imposed by a U.S regulatory authority in connection with the Goldman
Sachs Malaysia FCPA Conviction. Relief in this exemption will terminate
on the date that is one year following the date that a U.S. regulatory
authority makes a final decision that Goldman or an affiliate failed to
comply in all material respects with such requirements;
(p) Each Goldman Affiliated QPAM will maintain records necessary to
demonstrate that the conditions of this exemption have been met for six
(6) years following the date of any transaction for which such Goldman
Affiliated QPAM relies upon the relief in this exemption;
(q) During the Exemption Period, Goldman must: (1) Immediately
disclose
[[Page 33766]]
to the Department via email addressed to <a href="/cdn-cgi/l/email-protection#4d28600208090d292221632a223b"><span class="__cf_email__" data-cfemail="dcb9f19399989cb8b3b0f2bbb3aa">[email protected]</span></a> any Deferred
Prosecution Agreement (a DPA) or Non-Prosecution Agreement (an NPA)
with the U.S. Department of Justice, entered into by The Goldman Sachs
Group, Inc. or any of its affiliates (as defined in PTE 84-14 Section
VI(d)) in connection with conduct described in PTE 84-14 Section I(g)
or ERISA section 411; and (2) immediately provide the Department any
information requested by the Department, as permitted by law, regarding
the agreement and/or conduct and allegations that led to the agreement;
and
(r) A Goldman Affiliated QPAM will not fail to meet the terms of
this five-year exemption, if granted, solely because a different
Goldman Affiliated QPAM fails to satisfy a condition for relief
described in Sections I(c), (d), (h), (i), (j), (k), the first sentence
of (l), (m), or (p); or if the independent auditor described in Section
III(i) fails a provision of the exemption other than the requirement
described in Section III(i)(11), provided that such failure did not
result from any actions or inactions of Goldman or its affiliates.
Exemption Date: This exemption will be in effect for the period
beginning on June 9, 2026, through June 8, 2031.
Signed at Washington, DC, this 29\th\ day of May 2026.
Christopher Motta,
Acting Director, Office of Exemption Determinations, Employee Benefits
Security Administration, U.S. Department of Labor.
[FR Doc. 2026-11222 Filed 6-3-26; 8:45 am]
BILLING CODE 4510-29-P
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</html>Indexed from Federal Register on June 4, 2026.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.