Obligation Goldman & Sachs 3% ( US38148TM974 ) en USD

Goldman & Sachs

100 % ▼

Etas-Unis

US38148TM974 ( en USD )

3% par an ( paiement semestriel )

31/03/2031

Prospectus brochure de l'obligation Goldman Sachs US38148TM974 en USD 3%, échéance 31/03/2031

1 000 USD

/

38148TM97

N/A

N/A

01/10/2025 ( Dans 73 jours )

Goldman Sachs est une banque d'investissement multinationale américaine offrant des services financiers tels que la banque d'investissement, la gestion d'actifs, la gestion de patrimoine et la vente et négociation de titres.

Nous examinons une obligation émise par Goldman Sachs, une institution financière mondiale de premier plan basée aux États-Unis, réputée pour ses activités diversifiées en banque d'investissement, gestion d'actifs, services titres et services bancaires aux consommateurs. Ce titre de créance, identifié par l'ISIN US38148TM974 et le CUSIP 38148TM97, est libellé en dollars américains (USD) et offre un taux d'intérêt annuel fixe de 3%, avec des paiements de coupons effectués deux fois par an. La maturité de cette obligation est fixée au 31 mars 2031, et elle est actuellement négociée à 100% de son prix nominal sur le marché, impliquant un rendement à l'échéance égal au taux de coupon si elle est détenue jusqu'à l'échéance. L'acquisition minimale pour ce titre est de 1 000 USD.

Pricing Supplement No. 4396 dated March 29, 2016
424B2 1 d164159d424b2.htm PRICING SUPPLEMENT NO. 4396 DATED MARCH 29, 2016
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-198735

$ 5 ,0 0 0 ,0 0 0

T he Goldm a n Sa c hs Group, I nc .
Callable Step-Up Fixed Rate Notes due 2031

We will pay you interest semi-annually on your notes at a rate of 3.00% per annum from and including March 31, 2016 to but
excluding March 31, 2021. We will pay you interest semi-annually on your notes at a rate of 4.00% per annum from and including
March 31, 2021 to but excluding March 31, 2025. We will pay you interest semi-annually on your notes at a rate of 5.00% per
annum from and including March 31, 2025 to but excluding March 31, 2029. We will pay you interest semi-annually on your notes
at a rate of 6.00% per annum from and including March 31, 2029 to but excluding March 31, 2030. We will pay you interest semi-
annually on your notes at a rate of 8.00% per annum from and including March 31, 2030 to but excluding the stated maturity date
(March 31, 2031). Interest will be paid on each March 31 and September 30. The first such payment will be made on September
30, 2016.
I n a ddit ion, w e m a y re de e m t he not e s a t our opt ion, in w hole but not in pa rt , on e a c h M a rc h 3 1 , J une 3 0 ,
Se pt e m be r 3 0 a nd De c e m be r 3 1 on or a ft e r M a rc h 3 1 , 2 0 1 7 , upon five busine ss da ys' prior not ic e , a t a
re de m pt ion pric e e qua l t o 1 0 0 % of t he out st a nding princ ipa l a m ount plus a c c rue d a nd unpa id int e re st t o
but e x c luding t he re de m pt ion da t e . Alt hough t he int e re st ra t e w ill st e p up during t he life of your not e s, you
m a y not be ne fit from suc h inc re a se in t he int e re st ra t e if your not e s a re re de e m e d prior t o t he st a t e d
m a t urit y da t e .

Per Note
Total
Initial price to public

100.00%
$5,000,000
Underwriting discount

2.55%
$127,500
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

97.45%
$4,872,500

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from
March 31, 2016 and must be paid by the purchaser if the notes are delivered after March 31, 2016. In addition to offers and sales
at the initial price to public, the underwriters may offer the notes from time to time for sale in one or more transactions at market
prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.
The return (whether positive or negative) on your investment in notes will depend in part on the issue price you pay for such
notes.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny ot he r re gula t ory body ha s a pprove d or
disa pprove d of t he se se c urit ie s or pa sse d upon t he a c c ura c y or a de qua c y of t his prospe c t us. Any
re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he not e s a re not ba nk de posit s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion or
a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Goldman Sachs may use this prospectus in the initial sale of the notes. In addition, Goldman, Sachs & Co. or any other
affiliate of Goldman Sachs may use this prospectus in a market-making transaction in the notes after their initial sale. Unless
Goldman Sachs or its agent informs the purchaser otherwise in the confirmation of sale, this prospectus is being used in a market-
making transaction.

Goldm a n, Sa c hs & Co.
I nc a pit a l LLC

Pricing Supplement No. 4396 dated March 29, 2016.
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Pricing Supplement No. 4396 dated March 29, 2016
Table of Contents

About Y our Prospe c t us
The notes are part of the Medium-Term Notes, Series D program of The Goldman Sachs Group, Inc. This prospectus includes
this pricing supplement and the accompanying documents listed below. This pricing supplement constitutes a supplement to the
documents listed below and should be read in conjunction with such documents:

· Prospectus supplement dated December 22, 2015

· Prospectus dated December 22, 2015
The information in this pricing supplement supersedes any conflicting information in the documents listed above. In addition,
some of the terms or features described in the listed documents may not apply to your notes.
Table of Contents
SPECI FI C T ERM S OF T H E N OT ES

Please note that in this section entitled "Specific Terms of the Notes", references to "The Goldman Sachs Group,
Inc.", "we", "our" and "us" mean only The Goldman Sachs Group, Inc. and do not include any of its subsidiaries or
affiliates. Also, in this section, references to "holders" mean The Depository Trust Company (DTC) or its nominee
and not indirect owners who own beneficial interests in notes through participants in DTC. Please review the special
considerations that apply to indirect owners in the accompanying prospectus, under "Legal Ownership and Book-
Entry Issuance".
This pricing supplement no. 4396 dated March 29, 2016 (pricing supplement) and the accompanying prospectus dated
December 22, 2015 (accompanying prospectus), relating to the notes, should be read together. Because the notes are part of a
series of our debt securities called Medium-Term Notes, Series D, this pricing supplement and the accompanying prospectus
should also be read with the accompanying prospectus supplement, dated December 22, 2015 (accompanying prospectus
supplement). Terms used but not defined in this pricing supplement have the meanings given them in the accompanying
prospectus or accompanying prospectus supplement, unless the context requires otherwise.
The notes are part of a separate series of our debt securities under our Medium-Term Notes, Series D program governed by
our Senior Debt Indenture, dated as of July 16, 2008, between us and The Bank of New York Mellon, as trustee. This pricing
supplement summarizes specific terms that will apply to your notes. The terms of the notes described here supplement those
described in the accompanying prospectus supplement and accompanying prospectus and, if the terms described here are
inconsistent with those described there, the terms described here are controlling.
T e rm s of t he Ca lla ble St e p-U p Fix e d Ra t e N ot e s due 2 0 3 1

I ssue r: The Goldman Sachs Group, Inc.
exercise our right to call the notes or otherwise) or other
Princ ipa l a m ount : $5,000,000
disposition, a U.S. holder will generally recognize capital gain
or loss equal to the difference, if any, between (i) the amount
Spe c ifie d c urre nc y: U.S. dollars ($)
realized on the disposition (other than amounts attributable to
T ype of N ot e s: Fixed rate notes (notes)
accrued but unpaid interest, which would be treated as such)
and (ii) the U.S. holder's adjusted tax basis in the note.
De nom ina t ions: $1,000 and integral multiples of $1,000 in
excess thereof
I nt e re st pa ym e nt da t e s: March 31 and September 30 of
each year, commencing on September 30, 2016 and ending
T ra de da t e : March 29, 2016
on the stated maturity date
Origina l issue da t e : March 31, 2016
Re gula r re c ord da t e s: for interest due on an interest
St a t e d m a t urit y da t e : March 31, 2031
payment date, the day immediately prior to the day on which
I nt e re st ra t e : 3.00% per annum from and including March
payment is to be made (as such payment day may be adjusted
31, 2016 to but excluding March 31, 2021; 4.00% per annum
under the applicable business day convention specified below)
from and including March 31, 2021 to but excluding March 31,
Da y c ount c onve nt ion: 30/360
2025; 5.00% per annum from and including March 31, 2025, to
Busine ss da y: New York
but excluding March 31, 2029; 6.00% per annum from and
including March 31, 2029 to but excluding March 31, 2030;
Busine ss da y c onve nt ion: following unadjusted
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Pricing Supplement No. 4396 dated March 29, 2016
8.00% per annum from and including March 31, 2030 to but
Re de m pt ion a t opt ion of issue r be fore st a t e d
excluding March 31, 2031
m a t urit y: We may redeem the notes at our option, in whole
Supple m e nt a l disc ussion of U .S. fe de ra l inc om e t a x
but not in part, on each March 31, June 30, September 30
c onse que nc e s: Subject to the discussion set forth in the
and December 31 on or after March 31, 2017, upon five
section referenced below regarding short-term debt securities,
business days' prior notice, at a redemption price equal to
it is the opinion of Sidley Austin LLP that interest on a note will
100% of the outstanding principal amount plus accrued and
be taxable to a U.S. holder as ordinary interest income at the
unpaid interest to but excluding the redemption date
time it accrues or is received in accordance with the U.S.
List ing: None
holder's normal method of accounting for tax purposes
(regardless of whether we call the notes). Upon the disposition
ERI SA: as described under "Employee Retirement Income
of a note by sale, exchange, redemption or retirement (i.e., if
Security Act" on page 122 of the accompanying prospectus
we

PS-2
Table of Contents
CU SI P no.: 38148TM97
FDI C: The notes are not bank deposits and are not insured by
I SI N no.: US38148TM974
the Federal Deposit Insurance Corporation or any other
governmental agency, nor are they obligations of, or
Form of not e s: Your notes will be issued in book-entry form
guaranteed by, a bank
and represented by a master global note. You should read the
section "Legal Ownership and Book-Entry Issuance" in the
Ca lc ula t ion Age nt : Goldman, Sachs & Co.
accompanying prospectus for more information about notes
Fore ign Ac c ount T a x Com plia nc e Ac t (FAT CA)
issued in book-entry form
Wit hholding M a y Apply t o Pa ym e nt s on Y our N ot e s,
De fe a sa nc e a pplie s a s follow s:
I nc luding a s a Re sult of t he Fa ilure of t he Ba nk or

Brok e r T hrough Whic h Y ou H old t he N ot e s t o
·
full defeasance -- i.e., our right to be relieved of all our
Provide I nform a t ion t o T a x Aut horit ie s:
obligations on the note by placing funds in trust for the
Please see the discussion under "United States Taxation --
holder: yes

Taxation of Debt Securities -- Foreign Account Tax
·
covenant defeasance -- i.e., our right to be relieved of
Compliance Act (FATCA) Withholding" in the accompanying
specified provisions of the note by placing funds in trust
prospectus for a description of the applicability of FATCA to
for the holder: yes
payments made on your notes.

PS-3
Table of Contents
ADDI T I ON AL I N FORM AT I ON ABOU T T H E N OT ES
Book-Entry System
We will issue the notes as a master global note registered in the name of DTC, or its nominee. The sale of the notes will
settle in immediately available funds through DTC. You will not be permitted to withdraw the notes from DTC except in the limited
situations described in the accompanying prospectus under "Legal Ownership and Book-Entry Issuance -- What Is a Global
Security? -- Holder's Option to Obtain a Non-Global Security; Special Situations When a Global Security Will Be Terminated".
Investors may hold interests in a master global note through organizations that participate, directly or indirectly, in the DTC system.
In addition to this pricing supplement, the following provisions are hereby incorporated into the global master note: the
description of the 30/360 day count convention appearing under "Description of Debt Securities We May Offer Calculations of
Interest on Debt Securities Interest Rates and Interest" in the accompanying prospectus, the description of New York business
day appearing under "Description of Debt Securities We May Offer Calculations of Interest on Debt Securities Business Days"
in the accompanying prospectus, the description of the following unadjusted business day convention appearing under "Description
of Debt Securities We May Offer Calculations of Interest on Debt Securities Business Day Conventions" in the accompanying
prospectus and the section "Description of Debt Securities We May Offer Defeasance and Covenant Defeasance" in the
accompanying prospectus.
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Pricing Supplement No. 4396 dated March 29, 2016
When We Can Redeem the Notes
We will be permitted to redeem the notes at our option before their stated maturity, as described below. The notes will not be
entitled to the benefit of any sinking fund that is, we will not deposit money on a regular basis into any separate custodial account
to repay your note. In addition, you will not be entitled to require us to buy your note from you before its stated maturity.
We will have the right to redeem the notes at our option, in whole but not in part, on each March 31, June 30, September 30
and December 31 on or after March 31, 2017, at a redemption price equal to 100% of the outstanding principal amount plus
accrued and unpaid interest to but excluding the redemption date. We will provide not less than five business days' prior notice in
the manner described under "Description of Debt Securities We May Offer -- Notices" in the attached prospectus. If the
redemption notice is given and funds deposited as required, then interest will cease to accrue on and after the redemption date on
the notes. If any redemption date is not a business day, we will pay the redemption price on the next business day without any
interest or other payment due to the delay.
What are the Tax Consequences of the Notes
You should carefully consider, among other things, the matters set forth under "United States Taxation" in the accompanying
prospectus supplement and the accompanying prospectus. The following discussion summarizes certain of the material U.S.
federal income tax consequences of the purchase, beneficial ownership, and disposition of each of the notes. This summary
supplements the section "United States Taxation" in the accompanying prospectus supplement and the accompanying prospectus
and is subject to the limitations and exceptions set forth therein.
As of the original issue date, the notes should not be treated as issued with "original issue discount" ("OID") despite the fact
that the interest rate on the notes is scheduled to step-up over the term of the notes because Treasury regulations generally deem
an issuer to exercise a call option in a manner that minimizes the yield on the debt instrument for purposes of determining whether
a debt instrument is issued with OID. The yield on the notes would be minimized if we call the notes immediately before the
increase in the interest rate on March 31, 2021 and therefore the notes should be treated as maturing on such date for OID
purposes. This assumption is made solely for purposes of determining whether the notes are issued with OID for U.S. federal
income tax purposes, and is not an indication of our intention to call or not to call the notes at any time. If we do not call the notes
prior to the increase in the interest rate then, solely for OID purposes, the notes will be deemed to be reissued at their adjusted
issue price on March 31, 2021. This deemed issuance should not give rise to taxable gain or loss to holders. The same analysis
would apply to the increase in the interest rate on March 31, 2025, March 31, 2029 and March 31, 2030. If the notes are not called
on the interest payment date occurring on March 31, 2030 then, because the period between the interest payment date on
March 31, 2030 and the stated maturity date of the notes is one year or less, the notes, upon their deemed reissuance on March
31, 2030, could be treated as short-term debt securities for OID purposes (but not for purposes of determining the holding period of
your notes). For a discussion of the U.S. federal income tax consequences to a U.S. holder of owning short-term debt securities,
please review the section entitled "United States Taxation Taxation of Debt Securities United States Holders Short-Term Debt
Securities" in the accompanying prospectus.
Under this approach, and subject to the discussion above regarding short-term debt securities, interest on a note will be
taxable to a U.S. holder as ordinary interest income at the time it accrues or is received in accordance with the U.S. holder's
normal method of accounting for tax purposes (regardless of whether we call the notes).

PS-4
Table of Contents
Upon the disposition of a note by sale, exchange, redemption or retirement (i.e., if we exercise our right to call the notes or
otherwise) or other disposition, a U.S. holder will generally recognize capital gain or loss equal to the difference, if any, between
(i) the amount realized on the disposition (other than amounts attributable to accrued but unpaid interest, which would be treated
as such) and (ii) the U.S. holder's adjusted tax basis in the note. A U.S. holder's adjusted tax basis in a note generally will equal
the cost of the note (net of accrued interest) to the U.S. holder. The deductibility of capital losses is subject to significant limitations.
Foreign Account Tax Compliance Act (FATCA) Withholding. Pursuant to Treasury regulations, Foreign Account Tax
Compliance Act (FATCA) withholding (as described in "United States Taxation--Taxation of Debt Securities--Foreign Account Tax
Compliance Act (FATCA) Withholding" in the accompanying prospectus) will generally apply to obligations that are issued on or
after July 1, 2014; therefore, the notes will generally be subject to FATCA withholding. However, according to published guidance,
the withholding tax described above will not apply to payments of gross proceeds from the sale, exchange, redemption or other
disposition of the notes made before January 1, 2019.

PS-5
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Pricing Supplement No. 4396 dated March 29, 2016
Table of Contents
SU PPLEM EN T AL PLAN OF DI ST RI BU T I ON
The Goldman Sachs Group, Inc. and the underwriters for this offering named below have entered into a distribution agreement
with respect to the notes. Subject to certain conditions, each underwriter named below has severally agreed to purchase the
principal amount of notes indicated in the following table.

Princ ipa l Am ount
U nde rw rit e rs

of N ot e s

Goldman, Sachs & Co.

$
2,500,000
Incapital LLC

2,500,000

Total

$
5,000,000

Notes sold by the underwriters to the public will initially be offered at the initial price to public set forth on the cover of this
pricing supplement. The underwriters intend to purchase the notes from The Goldman Sachs Group, Inc. at a purchase price equal
to the initial price to public less a discount of 2.55% of the principal amount of the notes. Any notes sold by the underwriters to
securities dealers may be sold at a discount from the initial price to public of up to 2.00% of the principal amount of the notes. If all
of the offered notes are not sold at the initial price to public, the underwriters may change the offering price and the other selling
terms. In addition to offers and sales at the initial price to public, the underwriters may offer the notes from time to time for sale in
one or more transactions at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.
Please note that the information about the initial price to public and net proceeds to The Goldman Sachs Group, Inc. on the
front cover page relates only to the initial sale of the notes. If you have purchased a note in a market-making transaction by
Goldman, Sachs & Co. or any other affiliate of The Goldman Sachs Group, Inc. after the initial sale, information about the price
and date of sale to you will be provided in a separate confirmation of sale.
Each underwriter has represented and agreed that it will not offer or sell the notes in the United States or to United States
persons except if such offers or sales are made by or through FINRA member broker-dealers registered with the U.S. Securities
and Exchange Commission.
The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding underwriting discounts and
commissions, whether paid to Goldman, Sachs & Co. or any other underwriter, will be approximately $15,000.
We will deliver the notes against payment therefor in New York, New York on March 31, 2016, which is the second scheduled
business day following the date of this pricing supplement and of the pricing of the notes.
The notes are a new issue of securities with no established trading market. The Goldman Sachs Group, Inc. has been advised
by Goldman, Sachs & Co. and Incapital LLC that they may make a market in the notes. Goldman, Sachs & Co. and Incapital LLC
are not obligated to do so and may discontinue market-making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the notes.
The Goldman Sachs Group, Inc. has agreed to indemnify the several underwriters against certain liabilities, including liabilities
under the Securities Act of 1933.
Certain of the underwriters and their affiliates have in the past provided, and may in the future from time to time provide,
investment banking and general financing and banking services to The Goldman Sachs Group, Inc. and its affiliates, for which they
have in the past received, and may in the future receive, customary fees. The Goldman Sachs Group, Inc. and its affiliates have in
the past provided, and may in the future from time to time provide, similar services to the underwriters and their affiliates on
customary terms and for customary fees. Goldman, Sachs & Co., one of the

PS-6
Table of Contents
underwriters, is an affiliate of The Goldman Sachs Group, Inc. Please see "Plan of Distribution--Conflicts of Interest" on page 121
of the accompanying prospectus.
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Pricing Supplement No. 4396 dated March 29, 2016
Conflic t s of I nt e re st
GS&Co. is an affiliate of The Goldman Sachs Group, Inc. and, as such, will have a "conflict of interest" in this offering of notes
within the meaning of Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5121. Consequently, this offering of notes will be
conducted in compliance with the provisions of FINRA Rule 5121. GS&Co. will not be permitted to sell notes in this offering to an
account over which it exercises discretionary authority without the prior specific written approval of the account holder.

PS-7
Table of Contents
V ALI DI T Y OF T H E N OT ES
In the opinion of Sidley Austin LLP, as counsel to The Goldman Sachs Group, Inc., when the notes offered by this pricing
supplement have been executed and issued by The Goldman Sachs Group, Inc. and authenticated by the trustee pursuant to the
indenture, and delivered against payment as contemplated herein, such notes will be valid and binding obligations of The Goldman
Sachs Group, Inc., enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without
limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the
effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This
opinion is given as of the date hereof and is limited to the Federal laws of the United States, the laws of the State of New York
and the General Corporation Law of the State of Delaware as in effect on the date hereof. In addition, this opinion is subject to
customary assumptions about the trustee's authorization, execution and delivery of the indenture and the genuineness of signatures
and certain factual matters, all as stated in the letter of such counsel dated September 15, 2014, which has been filed as Exhibit
5.5 to The Goldman Sachs Group, Inc.'s registration statement on Form S-3 filed with the Securities and Exchange Commission on
September 15, 2014.

PS-8
Table of Contents

We have not authorized anyone to provide any information or to make any
representations other than those contained or incorporated by reference in this
pricing supplement, the accompanying prospectus supplement or the
accompanying prospectus. We take no responsibility for, and can provide no
assurance as to the reliability of, any other information that others may give you.
This pricing supplement, the accompanying prospectus supplement and the
accompanying prospectus is an offer to sell only the notes offered hereby, but
only under circumstances and in jurisdictions where it is lawful to do so. The
$5,000,000
information contained in this pricing supplement, the accompanying prospectus
supplement and the accompanying prospectus is current only as of the respective
dates of such documents.

T he Goldm a n Sa c hs Group, I nc .
TABLE OF CONTENTS
Pricing Supplement

Callable Step-Up Fixed Rate

Pa ge
Specific Terms of the Notes
PS-2
Notes due 2031
Additional Information About the Notes
PS-4
Supplemental Plan of Distribution
PS-6

Conflicts of Interest
PS-7
Validity of the Notes
PS-8
Prospectus Supplement dated December 22, 2015

Use of Proceeds
S-2
Description of Notes We May Offer
S-3

Considerations Relating to Indexed Notes
S-19
United States Taxation
S-22
Employee Retirement Income Security Act
S-23
Supplemental Plan of Distribution
S-24
Validity of the Notes
S-26

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Pricing Supplement No. 4396 dated March 29, 2016
Prospectus dated December 22, 2015

Available Information

2
Prospectus Summary

4
Risks Relating to Regulatory Resolution Strategies and Long-Term
Debt Requirements

8
Use of Proceeds

11
Description of Debt Securities We May Offer

12
Description of Warrants We May Offer

42
Description of Purchase Contracts We May Offer

59
Description of Units We May Offer

64
Description of Preferred Stock We May Offer

70

Description of Capital Stock of The Goldman Sachs Group, Inc.

78

Legal Ownership and Book-Entry Issuance

83
Considerations Relating to Floating Rate Securities

88
Considerations Relating to Indexed Securities

90
Considerations Relating to Securities Denominated or Payable in or
Linked to a Non-U.S. Dollar Currency

91
United States Taxation

94
Plan of Distribution
118
Conflicts of Interest
121
Employee Retirement Income Security Act
122
Validity of the Securities
Goldm a n, Sa c hs & Co.
123
Experts
123
Review of Unaudited Condensed Consolidated Financial Statements
I nc a pit a l LLC
by Independent Registered Public Accounting Firm
124

Cautionary Statement Pursuant to the Private Securities Litigation
Reform Act of 1995
124

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Document Outline

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