UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-22781
Goldman Sachs Trust II
(Exact name of registrant as specified in charter)
71 South Wacker Drive,
Chicago, Illinois 60606
(Address of principal executive offices) (Zip code)
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Copies to: |
Caroline Kraus | | Geoffrey R.T. Kenyon, Esq. |
Goldman, Sachs & Co. | | Dechert LLP |
200 West Street | | 100 Oliver Street |
New York, New York 10282 | | 40th Floor |
| | Boston, MA 02110-2605 |
(Name and address of agents for service)
Registrant’s telephone number, including area code: (312) 655-4400
Date of fiscal year end: October 31
Date of reporting period: October 31, 2015
ITEM 1. | REPORTS TO STOCKHOLDERS. |
| The Annual Report to Shareholders is filed herewith. |
Goldman Sachs Funds

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Annual Report | | | | October 31, 2015 |
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| | | | Multi-Manager Alternatives Fund |

Goldman Sachs Multi-Manager Alternatives Fund
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TABLE OF CONTENTS | | | | |
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Principal Investment Strategies and Risks | | | 1 | |
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Portfolio Management Discussion and Performance Summaries | | | 4 | |
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Schedule of Investments | | | 13 | |
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Financial Statements | | | 31 | |
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Financial Highlights | | | 34 | |
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Notes to Financial Statements | | | 36 | |
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Report of Independent Registered Public Accounting Firm | | | 53 | |
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Other Information | | | 54 | |
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NOT FDIC-INSURED | | May Lose Value | | No Bank Guarantee |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Principal Investment Strategies and Risks
This is not a complete list of risks that may affect the Fund. For additional information concerning the risks applicable to the Fund, please see the Fund’s Prospectus.
The Goldman Sachs Multi-Manager Alternatives Fund allocates its assets among multiple investment managers (“Underlying Managers”) who are unaffiliated with the Investment Adviser and who employ one or more non-traditional and alternative investment strategies. A strategy implemented by an Underlying Manager and/or the use of quantitative models to implement that strategy may fail to produce the intended results. Different investment styles (e.g., “alternative”) tend to shift in and out of favor, and at times the Fund may underperform other funds that invest in similar asset classes. These strategies involve risks that may not be present in more traditional (e.g., equity or fixed income) mutual funds. These strategies generally may seek sources of returns that perform differently from broader securities markets. However, correlations among different asset classes may shift over time, and if this occurs the Fund’s performance may track broader markets. In addition, if returns are in fact uncorrelated to the broader securities markets, they may underperform those markets. For example, in periods of robust equity market returns, returns from the Fund may be lower or negative.
The Fund’s equity investments are subject to market risk, which means that the value of the securities in which it invests may go up or down in response to the prospects of individual companies, particular sectors and/or general economic conditions. The securities of mid- and small-capitalization companies involve greater risks than those associated with larger, more established companies and may be subject to more abrupt or erratic price movements. The Fund’s investments in fixed income securities and loans are subject to the risks associated with debt securities generally, including credit, interest rate, liquidity, call and extension risk. Foreign and emerging market investments may be more volatile and less liquid than investments in U.S. securities and will be subject to the risks of currency fluctuations and adverse economic or political developments.
The Fund is subject to the risks associated with the short selling of securities, which involves leverage of the Fund’s assets and presents various other risks. Derivative instruments may involve a high degree of financial risk. These risks include the risk that a small movement in the price of the underlying security or benchmark may result in a disproportionately large movement, unfavorable or favorable, in the price of the derivative instrument; risks of default by a counterparty; and liquidity risk. Over-the-counter transactions are subject to less government regulation and supervision. At times, the Fund may be unable to sell certain of its illiquid investments without a substantial drop in price, if at all.
The Fund intends to gain exposure to the commodities markets primarily by investing in a wholly-owned subsidiary of the Fund organized as a company under the laws of the Cayman Islands (the “Subsidiary”), which primarily obtains its commodity exposure by investing in commodity-linked derivative instruments. The Fund is subject to the risk that exposure to the commodities markets may subject the Fund to greater volatility than investments in traditional securities. The Fund is subject to tax risk as a result of its investments in the Subsidiary, as the Fund has not received a private letter ruling from the Internal Revenue Service (“IRS”) concluding that income and gains from such investments are “qualifying income.” The IRS has suspended granting such private letter rulings, and the Fund cannot rely on private letter rulings granted to other taxpayers. The tax treatment of investments in the Subsidiary may be adversely affected by future legislation and/or IRS guidance. While the Fund has obtained an opinion of counsel regarding such investments, if the IRS were to successfully assert that the Fund’s income from such investments was not “qualifying income,” in which case the Fund would fail to qualify as a regulated investment company, the Fund would be subject to federal and state income tax on all of its taxable income at regular corporate tax rates with no deduction for any distributions paid to shareholders, which would significantly adversely affect the returns to Fund shareholders.
The Fund may have a high rate of portfolio turnover, which involves correspondingly greater expenses which must be borne by the Fund, and is also likely to result in short-term capital gains taxable to shareholders. The Fund’s investments in other pooled investment vehicles subject it to additional
1
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
expenses. The Fund is “non-diversified” and may invest more of its assets in fewer issuers than “diversified” funds. Accordingly, the Fund may be more susceptible to adverse developments affecting any single issuer held in its portfolio and to greater losses resulting from these developments.
The Investment Adviser’s Alternative Investments & Manager Selection (“AIMS”) Group is responsible for making recommendations with respect to hiring, terminating, or replacing the Fund’s Underlying Managers, as well as the Fund’s asset allocations. With respect to the Fund, the AIMS Group applies a multifaceted process with respect to manager due diligence, portfolio construction, and risk management. The AIMS Group also manages additional pooled vehicles which have similar investment strategies to those of the Fund that are not offered to retail investors and are not registered under the Investment Company Act of 1940, as amended (the “Act”). Because these vehicles are not registered under the Act, they are subject to fewer regulatory restraints than the Fund (e.g., fewer trading constraints) and (i) may invest with managers other than the Fund’s Underlying Managers, (ii) may employ strategies that are not subject to the same constraints as the Fund, and (iii) may perform differently than the Fund despite their similar strategies.
There may be additional risks that the Fund does not currently foresee or consider material.
The investment program of the Fund is speculative, entails substantial risks and includes alternative investment techniques not employed by traditional mutual funds. The Fund should not be relied upon as a complete investment program. The Fund’s investment techniques (if they do not perform as designed) may increase the volatility of performance and the risk of investment loss, including the loss of the entire amount that is invested, and there can be no assurance that the investment objective of the Fund will be achieved.
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GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
What Differentiates Goldman Sachs’ Multi-Manager Alternatives Fund Investment Process?
The Goldman Sachs Multi-Manager Alternatives Fund seeks long-term growth of capital by allocating its assets to underlying managers who employ a range of alternative and non-traditional investment strategies. The Fund benefits from the dedicated expertise of GSAM’s alternative investment team that has a legacy dating back to 19691 and a team of over 300 people located in 9 offices globally.2


n | | We have over 100 alternative investment professionals2 dedicated to manager selection |
n | | We employ a rigorous due diligence process to evaluate manager’s skill, strategy, and team and continually monitor managers after an investment is made |
n | | Our Investment Committee process includes an independent “Devil’s advocate” to promote fluid debate and intense examination of each manager |

n | | We combine “top down” market and economic environment considerations with “bottom up” manager-specific factors |
n | | We incorporate judgment and quantitative tools to determine the appropriate investment size in each manager |
n | | The process is continual with ongoing re-balancing and active management to optimize diversification |

n | | We have over 40 professionals2 focused on alternative investment risk management and operational diligence |
n | | We consider risk management an all-encompassing and real time discipline |
n | | Our dedicated strategists leverage our proprietary risk management systems to continually monitor risk |
1 | | In June 1997, The Goldman Sachs Group, Inc. (GSG, Inc.) acquired the assets and business of Commodities Corporation, which GSG, Inc. subsequently renamed Goldman Sachs Hedge Fund Strategies LLC in December 2004. |
| | The portfolio risk management process includes an effort to monitor and manage risk, but does not imply low risk. Diversification does not protect an investor from market risk and does not ensure a profit. |
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PORTFOLIO RESULTS
Goldman Sachs Multi-Manager Alternatives Fund
Investment Objective
The Fund seeks long-term growth of capital.
Portfolio Management Discussion and Analysis
Effective October 1, 2015, the fiscal year for the Goldman Sachs Multi-Manager Alternatives Fund (the “Fund”) was changed from December 31 to October 31. Below, the Goldman Sachs Alternative Investments & Manager Selection (“AIMS”) Group discusses the Fund’s performance and positioning for the 10-month period ended October 31, 2015 (the “Reporting Period”).
Q | | How did the Fund perform during the Reporting Period? |
A | | During the Reporting Period, the Fund’s Class A, C, Institutional, IR and R Shares generated average annual total returns, without sales charges, of -2.36%, -2.87%, -1.98%, -2.08% and -2.56%, respectively. These returns compare to the 0.01% average annual total return of the Fund’s primary benchmark, the Bank of America Merrill Lynch Three- Month U.S. Treasury Bill Index (the “BofA Index”) during the same time period. The HFRX Global Hedge Fund Index (net of management, administrative and performance/ incentive fees), a broad proxy for hedge fund performance and the Fund’s secondary benchmark, returned -1.63% during the Reporting Period. |
| To compare, the MSCI World Index (net), not the Fund’s benchmark but designed to measure the equity market performance of developed markets, had an average annual total return of 1.41% during the Reporting Period. Similarly not benchmarks of the Fund, the Barclays Global Aggregate Bond Index, designed to measure the broad global investment grade fixed income market, and the Barclays U.S. Corporate High Yield Bond Index, designed to measure the U.S. non- investment grade fixed-rate debt market, had average annual total returns of -2.04% and 0.23%, respectively, during the Reporting Period. |
| References to the Fund’s benchmarks and to other indices mentioned herein are for informational purposes only, and unless otherwise noted, are not an indication of how the Fund is managed. The use of the BofA Index as the Fund’s benchmark does not imply the Fund is being managed like cash and does not imply low risk or low volatility. |
| Notably, during the Reporting Period, the Fund had a realized beta to the MSCI World Index (net) of 0.37. (Beta is a measure of the sensitivity of an asset’s returns to broad market returns.) The Fund’s overall annualized volatility was 5.48% during the Reporting Period, while the overall annualized volatility of the global equity markets, as measured by the MSCI World Index (net), during the same time period was 13.48%. |
Q | | What economic and market factors most influenced the financial markets as a whole during the Reporting Period? |
A | | Global equity markets generated positive returns during the Reporting Period, as strong equity market performance during 2014 provided a tailwind into the beginning of 2015. Volatility increased in early 2015, as worries reemerged in Europe about Greece’s future. As the Greek government agreed to further austerity measures, investor uncertainty subsided, but it was replaced during the summer of 2015 by concerns about China’s economic growth, which along with continued low commodity prices, fueled a broad market selloff. During October 2015, global equity markets rebounded on central bank easing in China and on the potential for more easing from the European Central Bank (“ECB”) and Bank of Japan. |
| In the United States, equity markets generated positive returns during the Reporting Period with significant dispersion amongst sectors and styles. The consumer discretionary sector recorded strong positive returns of 13.5%, while the energy sector declined by 12.3% as oil and natural gas prices continued the sell-off that began in 2014. Growth (+2.4%) and momentum (+6.7%) factors outperformed value (+0.1%) factors, which ended the Reporting Period relatively unchanged. The Federal Reserve (the “Fed”) kept interest rates near zero and said it would delay a rate hike, which had been widely expected in September 2015, citing conditions in the global economy. |
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PORTFOLIO RESULTS
| Conditions in Europe improved more quickly than many anticipated at the start of 2015, due to the ECB’s quantitative easing, a weakened euro and low commodity prices. Japan benefited from more accommodative monetary policy as well as from positive earnings revisions and significant pension inflows into equity markets. Both the ECB and the Bank of Japan have committed to maintaining accommodative policies in an effort to encourage economic growth and inflation. |
| The U.S. dollar continued to strengthen during the Reporting Period. Indeed, during 2015, the euro neared parity with the U.S. dollar for the first time since 2002, driven by the ECB’s quantitative easing. Broad-based weakness amongst emerging market currencies helped many export-oriented economies. As the Reporting Period came to an end, many currency investors had a bearish outlook for the Chinese currency in anticipation of further monetary policy easing by China’s central bank. |
Q | | What key factors were responsible for the Fund’s performance during the Reporting Period? |
A | | The Fund’s performance during the Reporting Period can be attributed to the performance of the Fund’s Underlying Managers, who are unaffiliated investment managers that employ one or more non-traditional and alternative investment strategies. During the Reporting Period, the Fund allocated capital to eleven Underlying Managers — Ares Capital Management II LLC (“Ares”); Atreaus Capital, LP (“Atreaus”); Brigade Capital Management, LP (“Brigade”); Corsair Capital Management, L.P. (“Corsair”); First Pacific Advisors, LLC (“FPA”); GAM International Management Limited (“GAM”); Graham Capital Management, L.P. (“Graham”); Halcyon Liquid Strategies IC Management LP (“Halcyon”); Lateef Investment Management L.P. (“Lateef”); Polaris Capital Management, LLC (“Polaris”) and Sirios Capital Management, L.P. (“Sirios”). |
| These eleven Underlying Managers represented five strategies — dynamic equity (Lateef and Polaris); equity long/short (Corsair, FPA and Sirios); event driven and credit (Ares, Brigade and Halcyon); tactical trading (Graham and Atreaus); and opportunistic fixed income (GAM). Corsair, approved by the Fund’s Board in November 2014, was first allocated capital during the Reporting Period — in February 2015. Atreaus, approved by the Fund’s Board in August 2015, was first allocated capital during the Reporting Period — in September 2015. |
| We continuously evaluate the Underlying Managers in the Fund. During this process, we decided in April 2015 to redeem assets from GAM and in August 2015 to redeem assets from Halcyon. As of June 23, 2015, GAM no longer served as an Underlying Manager of the Fund. Halcyon no longer served as an Underlying Manager of the Fund as of October 20, 2015. Thus, as of October 31, 2015, nine Underlying Managers held Fund assets. |
| Of the eleven Underlying Managers with allocated capital during the Reporting Period, three generated positive returns and eight generated negative returns. |
Q | | Which strategies most significantly affected Fund performance? |
A | | Of the five strategies employed across the Underlying Managers during the Reporting Period, one generated positive returns and four generated negative returns. |
| The Fund’s event driven and credit strategies posted negative performance during the Reporting Period, largely due to its exposure to bank loans and corporate bonds. Exposure to municipal bonds contributed positively. Event driven and credit strategies seek to achieve gains from market movements in security prices caused by specific corporate events or changes in perceived relative value. These strategies may include, among others, merger arbitrage, distressed credit, opportunistic credit and value with a catalyst investing styles. |
| The Fund’s equity long/short strategy also generated negative returns during the Reporting Period, attributable primarily to long positions in the materials, industrials and financials sectors. Long exposure to the consumer staples and information technology sectors added to returns. Equity long/short strategies generally involve long and short investing, based on fundamental evaluations, research and various analytical measurements, in equity and equity-related investments. Equity long/short managers may, for example, buy stocks they expect to outperform or they believe are undervalued, and may also sell short stocks they believe will underperform or they believe are overvalued. Long positions benefit from an increase in the price of the underlying instrument or asset class, while short positions benefit from a decrease in that price. |
| The Fund’s tactical trading strategy generated negative performance during the Reporting Period, due to exposures to equity futures. Foreign exchange trades added to returns. Tactical trading strategies seek to produce total return by long and short investing across global fixed income, currency, equity and commodity markets. Tactical trading managers may employ various investment styles of which the |
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PORTFOLIO RESULTS
| two major strategies are macro and managed futures. Tactical trading managers that employ a global macro style may select their investments based upon fundamental and/or technical analysis but typically have a primary focus on fundamental information. Tactical trading managers that employ a managed futures investing style may use quantitative modeling techniques, i.e., determining an asset’s value based upon an analysis of price history, price momentum and the asset’s value relative to that of other assets, among other factors. Some tactical trading managers may employ both fundamental analysis and quantitative modeling techniques. Tactical trading managers typically have no bias to be long, short or neutral but at any given time may have significant long or short exposures in a particular market or asset. |
| The Fund’s dynamic equity strategy recorded modestly negative returns during the Reporting Period, driven by exposure to the energy and industrials sectors, although these results were partly offset by exposure to the consumer discretionary and information technology sectors, which contributed positively. Dynamic equity strategies generally involve investing in equity instruments, often with a long-term view. Dynamic equity strategies are less likely to track a benchmark than traditional long-only strategies, and dynamic equity managers are less constrained than traditional long-only managers with respect to factors such as position concentration, sector and country weights, style and market capitalization. |
| The Fund’s opportunistic fixed income strategy posted positive returns during the Reporting Period, the result of its foreign exchange trading. Opportunistic fixed income strategies seek to deliver positive absolute returns in excess of cash investments regardless of economic cycle (i.e., downturns and upswings) or cyclical credit availability. Opportunistic fixed income managers seek to maintain diversified exposure across various fixed income and floating rate market segments, with a focus on more liquid markets, assessing the relative value across sectors and adjusting portfolio weightings based on opportunity. |
Q | | How did the Fund use derivatives and similar instruments during the Reporting Period? |
A | | The Underlying Managers of the Fund employ derivatives and similar instruments as part of their underlying strategies to hedge market exposure and/or to gain implicit leverage, subject to the constraints of the Investment Company Act of 1940. During the Reporting Period, credit default swaps, options on credit default swaps, total return swaps, equity futures, equity options, equity warrants, interest rate futures, interest rate swaps, options on interest rate futures, interest rate swaptions, bond futures, options on bond futures, forward foreign exchange contracts, written option currency contracts and foreign exchange options were used by the Underlying Managers of the Fund. |
Q | | Were there any notable changes in the Fund’s allocations during the Reporting Period? |
A | During the Reporting Period, shifts to the Fund’s asset allocation were made in response to the market environment and as a result of allocations to Underlying Managers Corsair and Atreaus, and redemptions from Underlying Managers GAM and Halcyon. More specifically, we increased the Fund’s allocations to equity long/short and tactical trading strategies. We reduced the Fund’s allocations to dynamic equity strategies as well as event driven and credit strategies. The Fund’s allocation to the opportunistic fixed income strategy was eliminated completely. |
Q | | Were there any changes to the Fund’s portfolio management team during the Reporting Period? |
A | | During the Reporting Period, Betsy Gorton was added as a portfolio manager for the Fund, effective April 30, 2015. Betsy Gorton is a Managing Director in the AIMS Group, based in New York. She is a member of the AIMS Hedge Funds and Public Equity Investment Committee. Previously, she worked in equity research covering gaming, lodging and leisure. Prior to that, she worked in equity research in a group covering real estate from 2001 to 2002. She joined Goldman Sachs in 2001 as an Analyst and was named Managing Director in 2012. Prior to joining the firm, she worked in equity research at Robinson Humphrey. She received a BA in Art History and International Relations from Emory University and an MBA from the Darden School of Business at The University of Virginia. |
Q | | What is the Fund’s tactical view and strategy for the months ahead? |
A | We intend to continue to closely monitor global economic growth, monetary policy and market volatility, while using active portfolio management and alternative investment strategies to position the Fund as we aim to deliver positive absolute returns across a variety of market environments. We believe the flexibility to allocate tactically across these alternative strategies may enable us to provide investors with positive absolute returns in a variety of market conditions and with significant diversification benefits. We intend to continue to actively explore adding new managers with what we consider to be unique alternative capabilities as market conditions warrant. |
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FUND BASICS
Multi-Manager Alternatives Fund
as of October 31, 2015

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| | PERFORMANCE REVIEW | |
| | January 1, 2015– October 31, 2015 | | Fund Total Return (based on NAV)1 | | | Bank of America Merrill Lynch Three-Month U.S. Treasury Bill Index2 | | | HFRX Global Hedge Fund Index3 | |
| | Class A | | | -2.36 | % | | | 0.01 | % | | | -1.63 | % |
| | Class C | | | -2.87 | | | | 0.01 | | | | -1.63 | |
| | Institutional | | | -1.98 | | | | 0.01 | | | | -1.63 | |
| | Class IR | | | -2.08 | | | | 0.01 | | | | -1.63 | |
| | Class R | | | -2.56 | | | | 0.01 | | | | -1.63 | |
| 1 | | The net asset value (“NAV”) represents the net assets of the class of the Fund (ex-dividend) divided by the total number of shares of the class outstanding. The Fund’s performance reflects the reinvestment of dividends and other distributions. The Fund’s performance does not reflect the deduction of any applicable sales charges. |
| 2 | | The Bank of America Merrill Lynch Three-Month U.S. Treasury Bill Index is comprised of a single issue purchased at the beginning of the month and held for a full month. At the end of the month that issue is sold and rolled into a newly selected issue. The issue selected at each month-end rebalancing is the outstanding Treasury Bill that matures closest to, but not beyond, three months from the rebalancing date. To qualify for selection, an issue must have settled on or before the month-end rebalancing date. While the index will often hold the Treasury Bill issued at the most recent 3-month auction, it is also possible for a seasoned 6-month Bill to be selected. |
| 3 | | The HFRX Global Hedge Fund Index is designed to be representative of the overall composition of the hedge fund universe. It is comprised of all eligible hedge fund strategies; including but not limited to convertible arbitrage, distressed securities, equity hedge, equity market neutral, event driven, macro, merger arbitrage, and relative value arbitrage. The strategies are asset weighted based on the distribution of assets in the hedge fund industry. The index is investable through products managed by HFR Asset Management, LLC that track HFRX Indices. |
| | | The HFRX Global Hedge Fund Index is a trademark of HFR. HFR has not participated in the formation of the Fund. HFR has not participated in the formation of the Fund. HFR does not endorse or approve the Fund or make any recommendation with respect to investing in the Fund. |
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| | STANDARDIZED TOTAL RETURNS4 | |
| | For the period ended 9/30/15 | | One Year | | | Since Inception | | | Inception Date | |
| | Class A | | | -8.12 | % | | | -0.72 | % | | | 4/30/13 | |
| | Class C | | | -4.43 | | | | 0.84 | | | | 4/30/13 | |
| | Institutional | | | -2.36 | | | | 2.03 | | | | 4/30/13 | |
| | Class IR | | | -2.51 | | | | 1.88 | | | | 4/30/13 | |
| | Class R | | | -2.97 | | | | 1.37 | | | | 4/30/13 | |
| 4 | | The Standardized Total Returns are average annual total returns as of the most recent calendar quarter-end. They assume reinvestment of all distributions at NAV. These returns reflect a maximum initial sales charge of 5.50% for Class A Shares and the assumed contingent deferred sales charge for Class C Shares (1% if redeemed within 12 months of purchase). Because Institutional, Class IR and Class R Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns. |
The returns set forth in the tables above represent past performance. Past performance does not guarantee future results. The Fund’s investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted above. Please visit our web site at www.GSAMFUNDS.com to obtain the most recent month-end returns. Performance reflects applicable fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
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FUND BASICS
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| | EXPENSE RATIOS5 | |
| | | | Net Expense Ratio (Current) | | | Gross Expense Ratio (Before Waivers) | |
| | Class A | | | 2.68 | % | | | 3.14 | % |
| | Class C | | | 3.47 | | | | 3.93 | |
| | Institutional | | | 2.28 | | | | 2.73 | |
| | Class IR | | | 2.45 | | | | 2.97 | |
| | Class R | | | 2.88 | | | | 3.33 | |
| 5 | | The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectus for the Fund, as supplemented, and may differ from the expense ratios disclosed in the Financial Highlights in this report. Pursuant to a contractual arrangement, the Fund’s waivers and/or expense limitations will remain in place through at least February 28, 2017, and prior to such date the Investment Adviser may not terminate the arrangements without the approval of the Fund’s Board of Trustees. If these arrangements are discontinued in the future, the expense ratios may change without shareholder approval. |
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| | FUND COMPOSITION (%) |
| | As of October 31, 2015 |
| |
| |  |
| | | The percentage shown for each investment category reflects the value of investments in that category as a percentage of the Fund’s market value. The graph depicts the Fund’s investments but may not represent the Fund’s market exposure due to the exclusion of certain derivatives, if any, as listed in the Additional Investment Information section of the Schedule of Investments. Short-term investments represent investment companies and repurchase agreements. |
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FUND BASICS
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| | TOP TEN EQUITY HOLDINGS AS OF 10/31/156 |
| | Holding | | % of Net Assets | | | Line of Business |
| | Aon PLC | | | 1.0 | % | | Insurance |
| | Bank of America Corp. | | | 1.0 | | | Commercial Banks |
| | Time Warner, Inc. | | | 0.9 | | | Media |
| | Constellation Brands, Inc. Class A | | | 0.8 | | | Beverages |
| | Oracle Corp. | | | 0.7 | | | Software |
| | Microsoft Corp. | | | 0.7 | | | Software |
| | DISH Network Corp. Class A | | | 0.7 | | | Media |
| | Citigroup, Inc. | | | 0.6 | | | Commercial Banks |
| | Alphabet, Inc. Class A | | | 0.6 | | | Internet Software & Services |
| | FedEx Corp. | | | 0.6 | | | Air Freight & Logistics |
| 6 | | The top 10 holdings may not be representative of the Fund’s future investments. |
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| | UNDERLYING MANAGER ALLOCATION (%)7 | |
| | As of October 31, 2015 | | | |
| | Atreaus Capital, LP | | | 15.8 | % |
| | Sirios Capital Management, L.P. | | | 15.7 | |
| | Graham Capital Management, L.P. | | | 15.6 | |
| | Ares Capital Management II LLC | | | 14.0 | |
| | First Pacific Advisors, LLC | | | 12.4 | |
| | Corsair Capital Management, L.P. | | | 12.4 | |
| | Brigade Capital Management, LP | | | 9.4 | |
| | Polaris Capital Management, LLC | | | 4.1 | |
| | Lateef Investment Management L.P. | | | 0.6 | |
| 7 | | The charts above only represent capital allocated to the Underlying Managers, as a percentage of net assets, and as such the weightings may not sum to 100%. |
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FUND BASICS
| | |
| | STRATEGY ALLOCATION (%)8 |
| | As of October 31, 2015 |
| |
| | 
|
| | | Equity Long/Short Strategies generally involve long and short investing, based on fundamental evaluations, research and various analytical measurements, in equity and equity-related investments. Dynamic Equity Strategies generally are long-biased strategies that are less constrained than traditional long-only managers with respect to factors such as position concentration, sector and country weights, style, and market capitalization. Event Driven and Credit typically seek to take advantage of corporate events and company-specific catalysts such as bankruptcies, mergers or takeovers. Tactical Trading Strategies seek to produce total return by long and short investing across global fixed income, currency, equity, and commodity markets. Tactical Trading managers typically have no bias to be long, short, or neutral. |
| 8 | | The charts above only represent capital allocated to the Underlying Managers, as a percentage of net assets, and as such the weightings may not sum to 100%. |
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PORTFOLIO RESULTS
Index Definitions
The Bank of America Merrill Lynch Three-Month U.S. Treasury Bill Index measures total return on cash, including price and interest income, based on short-term government Treasury Bills of about 90-day maturity, as reported by Bank of America Merrill Lynch.
The HFRX Global Hedge Fund Index is designed to be representative of the overall composition of the hedge fund universe. The HFRX Global Hedge Fund Index is a trademark of Hedge Fund Research, Inc. (“HFR”). HFR has not participated in the formation of the Fund. HFR does not endorse or approve the Fund or make any recommendation with respect to investing in the Fund. (Source: Hedgefundresearch.com)
The Barclays Global Aggregate Bond Index is an unmanaged index, provides a broad-based measure of the global investment-grade fixed-rate debt markets and covers the most liquid portion of the global investment grade fixed-rate bond market, including government, credit and collateralized securities.
The Barclays U.S. Corporate High Yield Bond Index covers the universe of U.S. dollar denominated, nonconvertible, fixed rate, non-investment grade debt. Index holdings must have at least one year to final maturity, at least $150 million par amount outstanding, and be publicly issued with a rating of Ba1 or lower.
The MSCI World Index represents large and mid-cap equity performance across 23 developed markets countries, covering approximately 85% of the free float-adjusted market capitalization in each. This index offers a broad global equity benchmark, without emerging markets exposure.
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GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Performance Summary
October 31, 2015
The following graph shows the value, as of October 31, 2015, of a $1,000,000 investment made on April 30, 2013 (commencement of operations) in Institutional Shares at NAV. For comparative purposes, the performance of the Fund’s current benchmarks, the Bank of America Merrill Lynch Three-Month U.S. Treasury Bill Index and the HFRX Global Hedge Fund Index, are shown. This performance data represents past performance and should not be considered indicative of future performance, which will fluctuate with changes in market conditions. These performance fluctuations will cause an investor’s shares, when redeemed, to be worth more or less than their original cost. Performance reflects applicable fee waivers and/or expense limitations in effect during the periods shown and in their absence, performance would be reduced. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance of Class A, Class C, Class IR and Class R Shares will vary from Institutional Shares due to differences in class specific fees and any applicable sales charges. In addition to the Underlying Managers’ decisions regarding issuer/industry investment selection and allocation, other factors may affect Fund performance. These factors include, but are not limited to, Fund operating fees and expenses, portfolio turnover and subscription and redemption cash flows affecting the Fund.
|
Multi-Manager Alternatives Fund’s Lifetime Performance |
Performance of a $1,000,000 Investment, with distributions reinvested, from April 30, 2013 through October 31, 2015.

| | | | | | |
Average Annual Total Return through October 31, 2015 | | | One Year | | | Since Inception |
Class A (Commenced April 30, 2013) | | | | | | |
Excluding sales charges | | | -1.61% | | | 2.12% |
Including sales charges | | | -7.02% | | | -0.15% |
| | | | | | |
Class C (Commenced April 30, 2013) | | | | | | |
Excluding contingent deferred sales charges | | | -2.30% | | | 1.37% |
Including contingent deferred sales charges | | | -3.28% | | | 1.37% |
| | | | | | |
Institutional (Commenced April 30, 2013) | | | -1.21% | | | 2.51% |
| | | | | | |
Class IR (Commenced April 30, 2013) | | | -1.26% | | | 2.41% |
| | | | | | |
Class R (Commenced April 30, 2013) | | | -1.92% | | | 1.84% |
| | | | | | |
12
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Consolidated Schedule of Investments
October 31, 2015
| | | | | | | | |
Shares | | | Description | | Value | |
| Common Stocks – 35.4% | |
| Aerospace & Defense – 2.0% | | | | |
| 39,779 | | | Airbus Group SE | | $ | 2,770,020 | |
| 96,513 | | | BWX Technologies, Inc. | | | 2,731,318 | |
| 62,328 | | | Esterline Technologies Corp.* | | | 4,802,372 | |
| 2,458 | | | Honeywell International, Inc. | | | 253,862 | |
| 592,110 | | | Meggitt PLC | | | 3,225,631 | |
| 101,341 | | | Orbital ATK, Inc.(a) | | | 8,676,817 | |
| 11,502 | | | Precision Castparts Corp.(a) | | | 2,654,777 | |
| 79,430 | | | United Technologies Corp. | | | 7,816,706 | |
| | | | | | | | |
| | | | | | | 32,931,503 | |
| | |
| Air Freight & Logistics – 0.6% | | | | |
| 60,147 | | | FedEx Corp.(a) | | | 9,385,939 | |
| 4,546 | | | United Parcel Service, Inc. Class B | | | 468,329 | |
| | | | | | | | |
| | | | | | | 9,854,268 | |
| | |
| Airlines* – 0.0% | | | | |
| 5,862 | | | Republic Airways Holdings, Inc. | | | 33,765 | |
| | |
| Auto Components – 0.1% | | | | |
| 13,700 | | | Cie Generale des Etablissements Michelin | | | 1,362,818 | |
| | |
| Automobiles – 0.1% | | | | |
| 25,000 | | | Fiat Chrysler Automobiles NV* | | | 366,000 | |
| 38,100 | | | Kia Motors Corp. | | | 1,859,741 | |
| | | | | | | | |
| | | | | | | 2,225,741 | |
| | |
| Beverages – 1.2% | | | | |
| 17,390 | | | Anheuser-Busch InBev SA ADR | | | 2,075,149 | |
| 46,100 | | | Asahi Group Holdings Ltd. | | | 1,422,009 | |
| 36,020 | | | Carlsberg A/S Class B | | | 2,951,087 | |
| 95,133 | | | Constellation Brands, Inc. Class A(a) | | | 12,823,928 | |
| | | | | | | | |
| | | | | | | 19,272,173 | |
| | |
| Biotechnology – 0.3% | | | | |
| 6,047 | | | Celgene Corp.* | | | 742,027 | |
| 40,258 | | | Gilead Sciences, Inc.(a) | | | 4,353,098 | |
| | | | | | | | |
| | | | | | | 5,095,125 | |
| | |
| Capital Markets – 0.5% | | | | |
| 2,355 | | | Affiliated Managers Group, Inc.* | | | 424,512 | |
| 19,060 | | | Legg Mason, Inc. | | | 852,935 | |
| 57,110 | | | LPL Financial Holdings, Inc. | | | 2,432,886 | |
| 136,639 | | | NorthStar Asset Management Group, Inc. | | | 1,999,029 | |
| 66,617 | | | OM Asset Management PLC | | | 1,011,246 | |
| 21,262 | | | State Street Corp. | | | 1,467,078 | |
| | | | | | | | |
| | | | | | | 8,187,686 | |
| | |
| Chemicals – 1.7% | | | | |
| 190,978 | | | Axalta Coating Systems Ltd.* | | | 5,276,722 | |
| 15,100 | | | BASF SE | | | 1,237,050 | |
| 58,807 | | | Chemtura Corp.*(a) | | | 1,878,296 | |
| 74,970 | | | Huntsman Corp. | | | 987,355 | |
| 24,100 | | | LANXESS AG | | | 1,293,272 | |
| 6,900 | | | Linde AG | | | 1,196,842 | |
| 1,326 | | | LyondellBasell Industries NV Class A | | | 123,199 | |
| | |
| Common Stocks – (continued) | |
| Chemicals – (continued) | |
| 26,900 | | | Methanex Corp. | | | 1,073,243 | |
| 13,419 | | | Monsanto Co. | | | 1,250,919 | |
| 244,509 | | | Olin Corp. | | | 4,689,683 | |
| 879,000 | | | Showa Denko KK | | | 1,107,078 | |
| 9,000 | | | Solvay SA | | | 1,016,740 | |
| 24,000 | | | Symrise AG | | | 1,579,599 | |
| 18,212 | | | The Sherwin-Williams Co.(a) | | | 4,859,508 | |
| 27,500 | | | Yara International ASA | | | 1,249,214 | |
| | | | | | | | |
| | | | | | | 28,818,720 | |
| | |
| Commercial Banks – 2.9% | | | | |
| 967,490 | | | Bank of America Corp.(a) | | | 16,234,482 | |
| 99,686 | | | Bank of the Ozarks, Inc.(a) | | | 4,986,294 | |
| 73,820 | | | CIT Group, Inc.(a) | | | 3,174,260 | |
| 189,137 | | | Citigroup, Inc.(a) | | | 10,056,414 | |
| 70,300 | | | DNB ASA | | | 895,056 | |
| 46,009 | | | JPMorgan Chase & Co.(a) | | | 2,956,078 | |
| 130,570 | | | Sberbank PAO | | | 797,378 | |
| 33,548 | | | Signature Bank*(a) | | | 4,995,968 | |
| 137,800 | | | SpareBank 1 SR Bank ASA | | | 658,249 | |
| 80,895 | | | Standard Chartered PLC | | | 897,986 | |
| 86,900 | | | Svenska Handelsbanken AB A Shares | | | 1,180,230 | |
| 46,249 | | | Western Alliance Bancorp* | | | 1,653,402 | |
| | | | | | | | |
| | | | | | | 48,485,797 | |
| | |
| Commercial Services & Supplies – 0.5% | | | | |
| 51,500 | | | Caverion Corp. | | | 448,388 | |
| 180,045 | | | KAR Auction Services, Inc.(a) | | | 6,913,728 | |
| 40,100 | | | Loomis AB Class B | | | 1,040,721 | |
| | | | | | | | |
| | | | | | | 8,402,837 | |
| | |
| Communications Equipment – 1.1% | | | | |
| 221,740 | | | Cisco Systems, Inc.(a) | | | 6,397,199 | |
| 210,591 | | | CommScope Holding Co., Inc.*(a) | | | 6,829,466 | |
| 41,470 | | | QUALCOMM, Inc. | | | 2,464,147 | |
| 55,355 | | | Radware Ltd.* | | | 825,343 | |
| 118,377 | | | Ruckus Wireless, Inc.* | | | 1,335,293 | |
| | | | | | | | |
| | | | | | | 17,851,448 | |
| | |
| Computers & Peripherals – 1.1% | | | | |
| 329,492 | | | EMC Corp.(a) | | | 8,639,280 | |
| 1,001 | | | Samsung Electronics Co. Ltd. | | | 1,200,625 | |
| 90,101 | | | Western Digital Corp.(a) | | | 6,020,549 | |
| 30,700 | | | Wincor Nixdorf AG | | | 1,574,634 | |
| | | | | | | | |
| | | | | | | 17,435,088 | |
| | |
| Construction & Engineering – 0.0% | | | | |
| 257,520 | | | Trevi Finanziaria Industriale SpA | | | 332,451 | |
| 72,300 | | | YIT OYJ | | | 381,098 | |
| | | | | | | | |
| | | | | | | 713,549 | |
| | |
| Construction Materials – 0.1% | | | | |
| 17,600 | | | Imerys SA | | | 1,204,377 | |
| | |
| | |
The accompanying notes are an integral part of these financial statements. | | 13 |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Consolidated Schedule of Investments (continued)
October 31, 2015
| | | | | | | | |
Shares | | | Description | | Value | |
| Common Stocks – (continued) | |
| Consumer Finance – 0.2% | | | | |
| 14,090 | | | Ally Financial, Inc.* | | $ | 280,673 | |
| 9,770 | | | American Express Co. | | | 715,750 | |
| 7,114 | | | Capital One Financial Corp. | | | 561,295 | |
| 27,150 | | | Discover Financial Services | | | 1,526,373 | |
| | | | | | | | |
| | | | | | | 3,084,091 | |
| | |
| Containers & Packaging – 0.3% | | | | |
| 292,306 | | | Orora Ltd. | | | 483,314 | |
| 129,710 | | | Owens-Illinois, Inc.*(a) | | | 2,795,250 | |
| 150,745 | | | Rexam PLC | | | 1,253,413 | |
| | | | | | | | |
| | | | | | | 4,531,977 | |
| | |
| Diversified Financial Services – 1.2% | | | | |
| 17,792 | | | Berkshire Hathaway, Inc. Class B* | | | 2,420,068 | |
| 40,630 | | | Groupe Bruxelles Lambert SA | | | 3,297,927 | |
| 12,221 | | | Intercontinental Exchange, Inc.(a) | | | 3,084,580 | |
| 38,000 | | | Investor AB | | | 1,406,308 | |
| 146,940 | | | Leucadia National Corp.(a) | | | 2,940,269 | |
| 162,910 | | | Voya Financial, Inc.(a) | | | 6,609,259 | |
| | | | | | | | |
| | | | | | | 19,758,411 | |
| | |
| Diversified Telecommunication Services – 0.4% | | | | |
| 109,032 | | | Cellnex Telecom SAU*(b) | | | 1,887,214 | |
| 89,751 | | | Deutsche Telekom AG | | | 1,681,178 | |
| 50,562 | | | Sunrise Communications Group AG*(b) | | | 2,758,901 | |
| | | | | | | | |
| | | | | | | 6,327,293 | |
| | |
| Electrical Equipment – 0.1% | | | | |
| 3,115 | | | Acuity Brands, Inc. | | | 680,939 | |
| 33,535 | | | Babcock & Wilcox Enterprises, Inc.* | | | 569,424 | |
| | | | | | | | |
| | | | | | | 1,250,363 | |
| | |
| Electronic Equipment, Instruments & Components(a) – 0.4% | |
| 98,650 | | | TE Connectivity Ltd. | | | 6,357,006 | |
| | |
| Energy Equipment & Services – 0.2% | | | | |
| 44,500 | | | Halliburton Co. | | | 1,707,910 | |
| 167,100 | | | WorleyParsons Ltd. | | | 770,913 | |
| | | | | | | | |
| | | | | | | 2,478,823 | |
| | |
| Food & Staples Retailing – 0.4% | | | | |
| 17,114 | | | CVS Health Corp. | | | 1,690,521 | |
| 85,190 | | | Lenta Ltd.*(b) | | | 639,777 | |
| 51,710 | | | Walgreens Boots Alliance, Inc. | | | 4,378,803 | |
| | | | | | | | |
| | | | | | | 6,709,101 | |
| | |
| Food Products – 0.8% | | | | |
| 55,355 | | | Blue Buffalo Pet Products, Inc.* | | | 993,069 | |
| 320,379 | | | Greencore Group PLC | | | 1,489,662 | |
| 166,390 | | | Orkla ASA | | | 1,415,991 | |
| 75,484 | | | The J.M. Smucker Co.(a) | | | 8,861,067 | |
| | | | | | | | |
| | | | | | | 12,759,789 | |
| | |
| Common Stocks – (continued) | |
| Health Care Equipment & Supplies* – 0.0% | | | | |
| 13,087 | | | Hologic, Inc. | | | 508,561 | |
| | |
| Health Care Providers & Services – 0.6% | | | | |
| 38,820 | | | HCA Holdings, Inc.*(a) | | | 2,670,428 | |
| 108,829 | | | Kindred Healthcare, Inc. | | | 1,458,309 | |
| 40,737 | | | Universal Health Services, Inc. Class B(a) | | | 4,973,580 | |
| | | | | | | | |
| | | | | | | 9,102,317 | |
| | |
| Health Care Technology*(a) – 0.4% | | | | |
| 240,362 | | | IMS Health Holdings, Inc. | | | 6,542,654 | |
| | |
| Hotels, Restaurants & Leisure – 1.3% | | | | |
| 202,829 | | | Aramark(a) | | | 6,155,860 | |
| 101,543 | | | Carnival Corp.(a) | | | 5,491,445 | |
| 56,189 | | | Diamond Resorts International, Inc.* | | | 1,598,015 | |
| 1,027,760 | | | Genting Malaysia Bhd | | | 1,027,797 | |
| 68,900 | | | International Game Technology PLC | | | 1,117,558 | |
| 9,438 | | | Marriott International, Inc. Class A | | | 724,650 | |
| 22,286 | | | McDonald’s Corp. | | | 2,501,604 | |
| 6,719,799 | | | REXLot Holdings Ltd. | | | — | |
| 43,907 | | | Six Flags Entertainment Corp. | | | 2,284,920 | |
| 7,307 | | | Wynn Resorts Ltd. | | | 511,125 | |
| | | | | | | | |
| | | | | | | 21,412,974 | |
| | |
| Household Durables – 0.6% | | | | |
| 164,315 | | | Barratt Developments PLC | | | 1,547,924 | |
| 42,400 | | | Bellway PLC | | | 1,693,575 | |
| 79,900 | | | Duni AB | | | 1,212,360 | |
| 6,126 | | | Garmin Ltd. | | | 217,289 | |
| 12,461 | | | Mohawk Industries, Inc.* | | | 2,436,125 | |
| 50,500 | | | Persimmon PLC* | | | 1,548,709 | |
| 624,714 | | | Taylor Wimpey PLC | | | 1,903,101 | |
| | | | | | | | |
| | | | | | | 10,559,083 | |
| | |
| Household Products – 0.1% | | | | |
| 19,460 | | | Henkel AG & Co. KGaA | | | 1,796,213 | |
| | |
| Independent Power Producers & Energy Traders*(a) – 0.2% | |
| 223,223 | | | Calpine Corp. | | | 3,462,189 | |
| | |
| Industrial Conglomerates – 0.4% | | | | |
| 5,371 | | | Danaher Corp. | | | 501,168 | |
| 161,670 | | | General Electric Co.(a) | | | 4,675,496 | |
| 18,420 | | | Jardine Matheson Holdings Ltd. | | | 1,001,612 | |
| 30,100 | | | Jardine Strategic Holdings Ltd. | | | 906,027 | |
| | | | | | | | |
| | | | | | | 7,084,303 | |
| | |
| Insurance – 1.9% | | | | |
| 4,102 | | | Alleghany Corp.*(a) | | | 2,035,700 | |
| 121,190 | | | American International Group, Inc.(a) | | | 7,642,242 | |
| 11,866 | | | AmTrust Financial Services, Inc. | | | 809,499 | |
| 178,830 | | | Aon PLC(a) | | | 16,686,627 | |
| 12,269 | | | Endurance Specialty Holdings Ltd. | | | 774,542 | |
| 13,900 | | | Hannover Rueck SE | | | 1,606,980 | |
| 5,798 | | | Loews Corp. | | | 211,395 | |
| | |
| | |
14 | | The accompanying notes are an integral part of these financial statements. |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
| | | | | | | | |
Shares | | | Description | | Value | |
| Common Stocks – (continued) | |
| Insurance – (continued) | |
| 11,901 | | | MetLife, Inc. | | $ | 599,572 | |
| 6,900 | | | Muenchener Rueckversicherungs AG | | | 1,375,818 | |
| | | | | | | | |
| | | | | | | 31,742,375 | |
| | |
| Internet & Catalog Retail* – 0.2% | | | | |
| 87,183 | | | Liberty Interactive Corp. QVC Group Class A | | | 2,386,199 | |
| 23,429 | | | Liberty Ventures Series A | | | 1,020,801 | |
| 23,812 | | | Vipshop Holdings Ltd. ADR | | | 488,622 | |
| | | | | | | | |
| | | | | | | 3,895,622 | |
| | |
| Internet Software & Services – 1.2% | | | | |
| 13,375 | | | Alphabet, Inc. Class A*(a) | | | 9,862,591 | |
| 3,359 | | | Alphabet, Inc. Class C* | | | 2,387,611 | |
| 6,917 | | | Facebook, Inc. Class A* | | | 705,327 | |
| 94,330 | | | IAC/InterActiveCorp.(a) | | | 6,321,053 | |
| | | | | | | | |
| | | | | | | 19,276,582 | |
| | |
| IT Services – 0.3% | | | | |
| 57,511 | | | Computer Sciences Corp.(a) | | | 3,829,657 | |
| 83,400 | | | Infosys Ltd. ADR | | | 1,514,544 | |
| 946 | | | Visa, Inc. Class A | | | 73,391 | |
| | | | | | | | |
| | | | | | | 5,417,592 | |
| | |
| Life Sciences Tools & Services – 0.3% | | | | |
| 26,990 | | | Thermo Fisher Scientific, Inc. | | | 3,529,752 | |
| 76,288 | | | VWR Corp.* | | | 2,098,683 | |
| | | | | | | | |
| | | | | | | 5,628,435 | |
| | |
| Machinery – 0.4% | | | | |
| 15,135 | | | Allison Transmission Holdings, Inc. | | | 434,375 | |
| 46,330 | | | Joy Global, Inc. | | | 795,949 | |
| 31,700 | | | Kone OYJ Class B | | | 1,352,021 | |
| 40,000 | | | Konecranes OYJ | | | 1,072,326 | |
| 46,783 | | | Pentair PLC(a) | | | 2,616,105 | |
| 4,692 | | | Stanley Black & Decker, Inc. | | | 497,258 | |
| 6,353 | | | Wabtec Corp. | | | 526,473 | |
| | | | | | | | |
| | | | | | | 7,294,507 | |
| | |
| Media – 3.8% | | | | |
| 24,730 | | | CBS Corp. Class B | | | 1,150,440 | |
| 177,806 | | | DISH Network Corp. Class A*(a) | | | 11,196,444 | |
| 31,291 | | | IPSOS | | | 634,752 | |
| 180,442 | | | JCDecaux SA | | | 7,329,190 | |
| 89,734 | | | Liberty Global PLC Series C* | | | 3,826,258 | |
| 7,344 | | | Liberty Media Corp. Class A* | | | 299,341 | |
| 62,545 | | | Naspers Ltd. | | | 9,131,219 | |
| 272,406 | | | News Corp. Class A(a) | | | 4,195,052 | |
| 3,631 | | | Quebecor, Inc. Class B | | | 85,499 | |
| 118,401 | | | Sinclair Broadcast Group, Inc. Class A | | | 3,553,214 | |
| 136,670 | | | The Interpublic Group of Cos., Inc.(a) | | | 3,133,843 | |
| 2,182 | | | The Madison Square Garden Co. Class A* | | | 389,487 | |
| 193,738 | | | Time Warner, Inc.(a) | | | 14,596,221 | |
| 176,000 | | | WPP PLC | | | 3,945,360 | |
| | | | | | | | |
| | | | | | | 63,466,320 | |
| | |
| Common Stocks – (continued) | |
| Metals & Mining – 0.6% | | | | |
| 630,330 | | | Alcoa, Inc.(a) | | | 5,628,847 | |
| 30,100 | | | BHP Billiton PLC ADR | | | 970,725 | |
| 98,360 | | | Globe Specialty Metals, Inc. | | | 1,241,303 | |
| 66,600 | | | MMC Norilsk Nickel PJSC ADR | | | 992,340 | |
| 214,100 | | | Northern Star Resources Ltd. | | | 417,768 | |
| 11,600 | | | South32 Ltd. ADR* | | | 59,624 | |
| | | | | | | | |
| | | | | | | 9,310,607 | |
| | |
| Multiline Retail*(a) – 0.4% | | | | |
| 97,290 | | | Dollar Tree, Inc. | | | 6,371,522 | |
| | |
| Oil, Gas & Consumable Fuels – 0.5% | | | | |
| 193,070 | | | Gazprom PAO ADR | | | 807,033 | |
| 22,140 | | | Lukoil PJSC ADR | | | 804,249 | |
| 50,271 | | | Occidental Petroleum Corp. | | | 3,747,200 | |
| 4,930 | | | Phillips 66 | | | 439,017 | |
| 86,890 | | | Rosneft OAO GDR | | | 347,560 | |
| 27,200 | | | Sasol Ltd. | | | 871,533 | |
| 598,250 | | | Surgutneftegas OAO | | | 407,804 | |
| 10,106 | | | Teekay Corp. | | | 324,706 | |
| 726,300 | | | Thai Oil PCL | | | 1,106,006 | |
| | | | | | | | |
| | | | | | | 8,855,108 | |
| | |
| Paper & Forest Products* – 0.1% | | | | |
| 17,430 | | | Clearwater Paper Corp. | | | 878,995 | |
| | |
| Personal Products – 0.2% | | | | |
| 65,500 | | | Unilever NV | | | 2,961,754 | |
| | |
| Pharmaceuticals – 0.6% | | | | |
| 25,715 | | | Allergan PLC* | | | 7,932,306 | |
| 14,700 | | | Novartis AG | | | 1,331,653 | |
| 25,000 | | | Teva Pharmaceutical Industries Ltd. ADR | | | 1,479,750 | |
| | | | | | | | |
| | | | | | | 10,743,709 | |
| | |
| Professional Services – 0.1% | | | | |
| 9,883 | | | Nielsen Holdings PLC | | | 469,541 | |
| 6,156 | | | Towers Watson & Co. Class A | | | 760,636 | |
| | | | | | | | |
| | | | | | | 1,230,177 | |
| | |
| Real Estate Investment Trusts – 0.7% | | | | |
| 25,925 | | | Lamar Advertising Co. Class A(a) | | | 1,462,948 | |
| 334,284 | | | Northstar Realty Finance Corp. | | | 4,014,751 | |
| 111,818 | | | Ryman Hospitality Properties, Inc.(a) | | | 5,881,627 | |
| 55,461 | | | Xenia Hotels & Resorts, Inc. | | | 961,693 | |
| | | | | | | | |
| | | | | | | 12,321,019 | |
| | |
| Real Estate Management & Development – 0.4% | | | | |
| 93,448 | | | Countrywide PLC | | | 669,588 | |
| 166,010 | | | Realogy Holdings Corp.*(a) | | | 6,490,991 | |
| | | | | | | | |
| | | | | | | 7,160,579 | |
| | |
| Road & Rail* – 0.3% | |
| 54,965 | | | Old Dominion Freight Line, Inc.(a) | | | 3,404,532 | |
| 31,631 | | | Saia, Inc. | | | 746,808 | |
| | | | | | | | |
| | | | | | | 4,151,340 | |
| | |
| | |
The accompanying notes are an integral part of these financial statements. | | 15 |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Consolidated Schedule of Investments (continued)
October 31, 2015
| | | | | | | | |
Shares | | | Description | | Value | |
| Common Stocks – (continued) | |
| Semiconductors & Semiconductor Equipment – 0.2% | |
| 56,190 | | | Analog Devices, Inc.(a) | | $ | 3,378,143 | |
| 1,646 | | | MModal, Inc. | | | 25,780 | |
| 49,237 | | | SunEdison, Inc.* | | | 359,430 | |
| | | | | | | | |
| | | | | | | 3,763,353 | |
| | |
| Software – 2.1% | |
| 8,776 | | | Autodesk, Inc.* | | | 484,347 | |
| 38,101 | | | Citrix Systems, Inc.*(a) | | | 3,128,092 | |
| 34,267 | | | CommVault Systems, Inc.* | | | 1,388,499 | |
| 17,014 | | | Intuit, Inc. | | | 1,657,674 | |
| 223,000 | | | Microsoft Corp.(a) | | | 11,738,720 | |
| 312,090 | | | Oracle Corp.(a) | | | 12,121,576 | |
| 70,451 | | | PTC, Inc.* | | | 2,496,784 | |
| 118,377 | | | Symantec Corp. | | | 2,438,566 | |
| | | | | | | | |
| | | | | | | 35,454,258 | |
| | |
| Textiles, Apparel & Luxury Goods – 0.1% | |
| 6,800 | | | Christian Dior SE | | | 1,336,486 | |
| | |
| Thrifts & Mortgage Finance* – 0.1% | |
| 63,228 | | | Nationstar Mortgage Holdings, Inc. | | | 839,035 | |
| | |
| Trading Companies & Distributors* – 0.3% | |
| 13,707 | | | AerCap Holdings NV | | | 568,841 | |
| 138,342 | | | HD Supply Holdings, Inc.(a) | | | 4,121,208 | |
| | | | | | | | |
| | | | | | | 4,690,049 | |
| | |
| Transportation Infrastructure – 0.1% | |
| 424,624 | | | BBA Aviation PLC | | | 1,247,423 | |
| | |
| Water Utilities – 0.1% | |
| 698,000 | | | Guangdong Investment Ltd. | | | 981,639 | |
| | |
| Wireless Telecommunication Services – 0.6% | |
| 45,400 | | | Freenet AG | | | 1,531,511 | |
| 64,300 | | | KDDI Corp. | | | 1,555,952 | |
| 178,045 | | | T-Mobile US, Inc.*(a) | | | 6,746,125 | |
| | | | | | | | |
| | | | | | | 9,833,588 | |
| | |
| TOTAL COMMON STOCKS | |
| (Cost $578,451,164) | | $ | 584,452,117 | |
| | |
| | | | | | | | | | | | | | |
Principal Amount | | | Interest Rate | | | Maturity Date | | | Value | |
| Corporate Obligations – 17.4% | |
| Aerospace & Defense – 0.2% | |
| Bombardier, Inc.(b) | |
$ | 1,000,000 | | | | 7.500 | %(c) | | | 03/15/25 | | | $ | 775,000 | |
| 554,000 | | | | 7.750 | | | | 03/15/20 | | | | 484,750 | |
| 200,000 | | | | 5.750 | | | | 03/15/22 | | | | 153,500 | |
| 362,000 | | | | 6.000 | (c) | | | 10/15/22 | | | | 278,740 | |
| 400,000 | | | | 6.125 | | | | 01/15/23 | | | | 308,000 | |
| Moog, Inc.(b)(c) | |
| 273,000 | | | | 5.250 | | | | 12/01/22 | | | | 278,460 | |
| Orbital ATK, Inc.(c) | |
| 200,000 | | | | 5.250 | | | | 10/01/21 | | | | 202,250 | |
| | |
| Principal
Amount |
| | | Interest Rate | | | | Maturity Date | | | | Value | |
| Corporate Obligations – (continued) | |
| Aerospace & Defense – (continued) | |
| Oshkosh Corp.(c) | |
| 300,000 | | | | 5.375 | % | | | 03/01/22 | | | | 306,000 | |
| Spirit AeroSystems, Inc.(c) | |
| 510,000 | | | | 5.250 | | | | 03/15/22 | | | | 527,850 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 3,314,550 | |
| | |
| Automotive(c) – 0.2% | |
| Affinia Group, Inc. | |
| 85,000 | | | | 7.750 | | | | 05/01/21 | | | | 88,187 | |
| Jaguar Land Rover Automotive PLC(b) | |
| 750,000 | | | | 3.500 | | | | 03/15/20 | | | | 738,982 | |
| Schaeffler Finance BV(b) | |
| 1,121,000 | | | | 4.250 | | | | 05/15/21 | | | | 1,121,000 | |
| Schaeffler Holding Finance BV(b)(d) | |
| 625,000 | | | | 6.750 | | | | 11/15/22 | | | | 683,594 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 2,631,763 | |
| | |
| Banks(c)(e) – 0.1% | |
| Lloyds Banking Group PLC | |
| 1,020,000 | | | | 7.500 | | | | 06/27/49 | | | | 1,081,200 | |
| | |
| Building Materials – 0.1% | |
| Gibraltar Industries, Inc.(c) | |
| 1,600,000 | | | | 6.250 | | | | 02/01/21 | | | | 1,648,000 | |
| Norbord, Inc.(b) | |
| 300,000 | | | | 5.375 | | | | 12/01/20 | | | | 305,730 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 1,953,730 | |
| | |
| Chemicals(c) – 0.5% | |
| Aruba Investments, Inc.(b) | |
| 645,000 | | | | 8.750 | | | | 02/15/23 | | | | 636,937 | |
| Cornerstone Chemical Co.(b) | |
| 2,255,000 | | | | 9.375 | | | | 03/15/18 | | | | 2,277,550 | |
| Hexion, Inc. | |
| 2,010,000 | | | | 10.000 | | | | 04/15/20 | | | | 1,919,550 | |
| Rain CII Carbon LLC/CII Carbon Corp.(b) | |
| 1,185,000 | | | | 8.000 | | | | 12/01/18 | | | | 1,025,025 | |
| 2,210,000 | | | | 8.250 | | | | 01/15/21 | | | | 1,845,350 | |
| SPCM SA(b) | |
| 49,000 | | | | 6.000 | | | | 01/15/22 | | | | 49,490 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 7,753,902 | |
| | |
| Consumer Cyclical Services(c) – 0.8% | |
| APX Group, Inc. | |
| 65,000 | | | | 6.375 | | | | 12/01/19 | | | | 63,294 | |
| 2,410,000 | | | | 8.750 | | | | 12/01/20 | | | | 1,988,250 | |
| Ashtead Capital, Inc.(b) | |
| 115,000 | | | | 6.500 | | | | 07/15/22 | | | | 122,906 | |
| CEB, Inc.(b) | |
| 120,000 | | | | 5.625 | | | | 06/15/23 | | | | 121,950 | |
| Cenveo Corp.(b) | |
| 990,000 | | | | 6.000 | | | | 08/01/19 | | | | 866,250 | |
| 1,810,000 | | | | 8.500 | | | | 09/15/22 | | | | 1,321,300 | |
| Ceridian HCM Holding, Inc.(b) | |
| 250,000 | | | | 11.000 | | | | 03/15/21 | | | | 220,000 | |
| First Data Corp.(b) | |
| 500,000 | | | | 8.250 | | | | 01/15/21 | | | | 524,375 | |
| | |
| | |
16 | | The accompanying notes are an integral part of these financial statements. |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
| | | | | | | | | | | | | | |
Principal Amount | | | Interest Rate | | | Maturity Date | | | Value | |
| Corporate Obligations – (continued) | |
| Consumer Cyclical Services(c) – (continued) | |
| Iron Mountain, Inc. | |
$ | 1,000,000 | | | | 6.000 | % | | | 08/15/23 | | | $ | 1,042,500 | |
| 989,000 | | | | 5.750 | | | | 08/15/24 | | | | 996,418 | |
| Monitronics International, Inc. | |
| 4,325,000 | | | | 9.125 | | | | 04/01/20 | | | | 3,762,750 | |
| Multi-Color Corp.(b) | |
| 1,000,000 | | | | 6.125 | | | | 12/01/22 | | | | 1,026,250 | |
| United Rentals North America, Inc. | |
| 695,000 | | | | 4.625 | | | | 07/15/23 | | | | 697,606 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 12,753,849 | |
| | |
| Consumer Noncyclical(c) – 0.1% | |
| NeuStar, Inc. | |
| 1,445,000 | | | | 4.500 | | | | 01/15/23 | | | | 1,257,150 | |
| | |
| Consumer Products – Household & Leisure(c) – 0.1% | |
| Elizabeth Arden, Inc. | |
| 703,000 | | | | 7.375 | | | | 03/15/21 | | | | 442,890 | |
| Spectrum Brands, Inc.(b) | |
| 1,775,000 | | | | 5.750 | | | | 07/15/25 | | | | 1,892,594 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 2,335,484 | |
| | |
| Distributor(c) – 0.0% | |
| AmeriGas Finance LLC/AmeriGas Finance Corp. | |
| 300,000 | | | | 6.750 | | | | 05/20/20 | | | | 310,500 | |
| | |
| Diversified Financial Services(c) – 0.2% | |
| Alphabet Holding Co., Inc.(d) | |
| 622,000 | | | | 7.750 | | | | 11/01/17 | | | | 615,780 | |
| Bankrate, Inc.(b) | |
| 1,500,000 | | | | 6.125 | | | | 08/15/18 | | | | 1,496,250 | |
| Credit Acceptance Corp. | |
| 870,000 | | | | 6.125 | | | | 02/15/21 | | | | 867,825 | |
| 175,000 | | | | 7.375 | (b) | | | 03/15/23 | | | | 181,563 | |
| Ocwen Financial Corp.(b) | |
| 1,010,000 | | | | 7.125 | | | | 05/15/19 | | | | 926,675 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 4,088,093 | |
| | |
| Energy – 0.7% | |
| Altice US Finance SA(b)(c) | |
| 630,000 | | | | 7.750 | | | | 07/15/25 | | | | 604,044 | |
| Basic Energy Services, Inc.(c) | |
| 350,000 | | | | 7.750 | | | | 10/15/22 | | | | 129,500 | |
| Blue Racer Midstream LLC/Blue Racer Finance Corp.(b)(c) | |
| 2,138,000 | | | | 6.125 | | | | 11/15/22 | | | | 1,993,685 | |
| Chesapeake Energy Corp. | |
| 500,000 | | | | 4.875 | (c) | | | 04/15/22 | | | | 310,000 | |
| 1,000,000 | | | | 5.750 | | | | 03/15/23 | | | | 630,000 | |
| CITGO Holding, Inc.(b) | |
| 935,000 | | | | 10.750 | | | | 02/15/20 | | | | 939,675 | |
| CITGO Petroleum Corp.(b)(c) | |
| 2,000,000 | | | | 6.250 | | | | 08/15/22 | | | | 1,965,000 | |
| Energy Transfer Equity LP(c) | |
| 855,000 | | | | 5.875 | | | | 01/15/24 | | | | 827,212 | |
| EXCO Resources, Inc.(c) | |
| 335,000 | | | | 8.500 | | | | 04/15/22 | | | | 75,375 | |
| Pacific Drilling SA(b)(c) | |
| 250,000 | | | | 5.375 | | | | 06/01/20 | | | | 133,125 | |
| | |
| Corporate Obligations – (continued) | |
| Energy – (continued) | |
| Parker Drilling Co.(c) | |
| 1,280,000 | | | | 6.750 | | | | 07/15/22 | | | | 985,600 | |
| Petrobras Global Finance BV | |
| 380,000 | | | | 6.750 | | | | 01/27/41 | | | | 268,058 | |
| 1,110,000 | | | | 6.850 | | | | 06/05/15 | | | | 754,611 | |
| Rapid Holding GmbH(b)(c) | |
EUR | 565,000 | | | | 6.625 | | | | 11/15/20 | | | | 627,857 | |
| Seventy Seven Energy, Inc.(c) | |
| 205,000 | | | | 6.500 | | | | 07/15/22 | | | | 62,013 | |
| Southern Star Central Corp.(b)(c) | |
| 180,000 | | | | 5.125 | | | | 07/15/22 | | | | 174,600 | |
| Western Refining Logistics LP/WNRL Finance Corp.(c) | |
| 285,000 | | | | 7.500 | | | | 02/15/23 | | | | 289,275 | |
| YPF SA(b) | |
| 230,000 | | | | 8.750 | | | | 04/04/24 | | | | 233,094 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 11,002,724 | |
| | |
| Energy – Exploration & Production – 1.0% | |
| Alpha Natural Resources, Inc.(f) | |
| 100,000 | | | | 3.750 | | | | 12/15/17 | | | | 3,000 | |
| 825,000 | | | | 6.000 | (c) | | | 06/01/19 | | | | 28,875 | |
| 300,000 | | | | 6.250 | (c) | | | 06/01/21 | | | | 9,750 | |
| California Resources Corp.(c) | |
| 62,000 | | | | 5.000 | | | | 01/15/20 | | | | 44,795 | |
| 206,000 | | | | 5.500 | | | | 09/15/21 | | | | 142,655 | |
| 62,000 | | | | 6.000 | | | | 11/15/24 | | | | 42,005 | |
| CONSOL Energy, Inc.(c) | |
| 2,000,000 | | | | 5.875 | | | | 04/15/22 | | | | 1,300,000 | |
| 300,000 | | | | 8.000 | (b) | | | 04/01/23 | | | | 220,500 | |
| Halcon Resources Corp.(b)(c) | |
| 1,000,000 | | | | 8.625 | | | | 02/01/20 | | | | 862,500 | |
| 424,000 | | | | 13.000 | | | | 02/15/22 | | | | 248,040 | |
| Jupiter Resources, Inc.(b)(c) | |
| 1,785,000 | | | | 8.500 | | | | 10/01/22 | | | | 928,200 | |
| Kosmos Energy Ltd.(b)(c) | |
| 1,040,000 | | | | 7.875 | | | | 08/01/21 | | | | 904,800 | |
| Linn Energy LLC/Linn Energy Finance Corp.(c) | |
| 2,775,000 | | | | 7.250 | | | | 11/01/19 | | | | 610,500 | |
| MEG Energy Corp.(b)(c) | |
| 600,000 | | | | 6.500 | | | | 03/15/21 | | | | 532,500 | |
| 450,000 | | | | 6.375 | | | | 01/30/23 | | | | 381,375 | |
| 1,680,000 | | | | 7.000 | | | | 03/31/24 | | | | 1,457,400 | |
| Memorial Production Partners LP/Memorial Production Finance Corp.(c) | |
| 1,574,000 | | | | 7.625 | | | | 05/01/21 | | | | 1,054,580 | |
| 1,115,000 | | | | 6.875 | | | | 08/01/22 | | | | 696,875 | |
| Midstates Petroleum Co., Inc./Midstates Petroleum Co. LLC(c) | |
| 951,000 | | | | 10.750 | | | | 10/01/20 | | | | 171,180 | |
| 245,000 | | | | 9.250 | | | | 06/01/21 | | | | 49,000 | |
| Murray Energy Corp.(b)(c) | |
| 1,990,000 | | | | 11.250 | | | | 04/15/21 | | | | 542,275 | |
| Newfield Exploration Co.(c) | |
| 2,000,000 | | | | 5.375 | | | | 01/01/26 | | | | 1,900,000 | |
| PDC Energy, Inc.(c) | |
| 1,500,000 | | | | 7.750 | | | | 10/15/22 | | | | 1,500,000 | |
| Peabody Energy Corp. | |
| 95,000 | | | | 6.250 | | | | 11/15/21 | | | | 13,300 | |
| | |
| | |
The accompanying notes are an integral part of these financial statements. | | 17 |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Consolidated Schedule of Investments (continued)
October 31, 2015
| | | | | | | | | | | | | | |
Principal Amount | | | Interest Rate | | | Maturity Date | | | Value | |
| Corporate Obligations – (continued) | |
| Energy – Exploration & Production – (continued) | |
| SandRidge Energy, Inc.(c) | |
$ | 885,000 | | | | 7.500 | % | | | 02/15/23 | | | $ | 203,550 | |
| SM Energy Co.(c) | |
| 117,000 | | | | 6.125 | | | | 11/15/22 | | | | 112,905 | |
| Walter Energy, Inc.(c)(f) | |
| 40,000 | | | | 9.875 | | | | 12/15/20 | | | | 1,100 | |
| 125,000 | | | | 8.500 | | | | 04/15/21 | | | | 1,250 | |
| Whiting Petroleum Corp.(c) | |
| 300,000 | | | | 6.500 | | | | 10/01/18 | | | | 285,750 | |
| 2,300,000 | | | | 6.250 | | | | 04/01/23 | | | | 2,144,750 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 16,393,410 | |
| | |
| Energy – Services(c) – 0.2% | |
| Basic Energy Services, Inc. | |
| 1,625,000 | | | | 7.750 | | | | 02/15/19 | | | | 633,750 | |
| Hiland Partners LP/Hiland Partners Finance Corp.(b) | |
| 400,000 | | | | 7.250 | | | | 10/01/20 | | | | 418,000 | |
| 1,434,000 | | | | 5.500 | | | | 05/15/22 | | | | 1,396,322 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 2,448,072 | |
| | |
| Entertainment & Leisure(c) – 0.5% | |
| AMC Entertainment, Inc. | |
| 500,000 | | | | 5.875 | | | | 02/15/22 | | | | 516,250 | |
| 750,000 | | | | 5.750 | | | | 06/15/25 | | | | 753,750 | |
| Cedar Fair LP/Canada’s Wonderland Co./Magnum Management Corp. | |
| 150,000 | | | | 5.250 | | | | 03/15/21 | | | | 156,187 | |
| 1,130,000 | | | | 5.375 | | | | 06/01/24 | | | | 1,158,250 | |
| Cinemark USA, Inc. | |
| 2,000,000 | | | | 4.875 | | | | 06/01/23 | | | | 1,965,000 | |
| Guitar Center, Inc.(b) | |
| 1,100,000 | | | | 6.500 | | | | 04/15/19 | | | | 1,034,000 | |
| 1,964,000 | | | | 9.625 | | | | 04/15/20 | | | | 1,644,850 | |
| Regal Entertainment Group | |
| 400,000 | | | | 5.750 | | | | 03/15/22 | | | | 410,000 | |
| Six Flags Entertainment Corp.(b) | |
| 500,000 | | | | 5.250 | | | | 01/15/21 | | | | 518,750 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 8,157,037 | |
| | |
| Environmental(c) – 0.0% | |
| Clean Harbors, Inc. | |
| 510,000 | | | | 5.125 | | | | 06/01/21 | | | | 521,475 | |
| | |
| Finance – 0.3% | |
| Ally Financial, Inc. | |
| 200,000 | | | | 3.500 | | | | 01/27/19 | | | | 202,000 | |
| 1,800,000 | | | | 5.125 | | | | 09/30/24 | | | | 1,901,250 | |
| CIT Group, Inc.(b) | |
| 600,000 | | | | 5.500 | | | | 02/15/19 | | | | 637,500 | |
| Harland Clarke Holdings Corp.(b)(c) | |
| 1,155,000 | | | | 9.250 | | | | 03/01/21 | | | | 978,862 | |
| Icahn Enterprises LP/Icahn Enterprises Finance Corp.(c) | |
| 360,000 | | | | 4.875 | | | | 03/15/19 | | | | 368,208 | |
| 300,000 | | | | 5.875 | | | | 02/01/22 | | | | 309,000 | |
| Walter Investment Management Corp. | |
| 467,000 | | | | 4.500 | | | | 11/01/19 | | | | 334,489 | |
| 900,000 | | | | 7.875 | (c) | | | 12/15/21 | | | | 733,500 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 5,464,809 | |
| | |
| Corporate Obligations – (continued) | |
| Food & Beverage(c) – 0.2% | |
| B&G Foods, Inc. | |
| 2,000,000 | | | | 4.625 | | | | 06/01/21 | | | | 1,995,000 | |
| CVS Health Corp.(b) | |
| 1,250,000 | | | | 4.750 | | | | 12/01/22 | | | | 1,363,875 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 3,358,875 | |
| | |
| Gaming – 0.9% | |
| Affinity Gaming/Affinity Gaming Finance Corp.(c) | |
| 450,000 | | | | 9.000 | | | | 05/15/18 | | | | 454,500 | |
| Caesars Entertainment Operating Co., Inc.(c)(f) | |
| 220,000 | | | | 11.250 | | | | 06/01/17 | | | | 173,800 | |
| 1,865,000 | | | | 9.000 | | | | 02/15/20 | | | | 1,505,988 | |
| Chester Downs & Marina LLC(b)(c) | |
| 3,025,000 | | | | 9.250 | | | | 02/01/20 | | | | 2,276,312 | |
| MGM Resorts International | |
| 2,013,000 | | | | 6.625 | | | | 12/15/21 | | | | 2,143,845 | |
| Mohegan Tribal Gaming Authority(c) | |
| 2,805,000 | | | | 9.750 | | | | 09/01/21 | | | | 2,896,162 | |
| Pinnacle Entertainment, Inc.(c) | |
| 1,100,000 | | | | 7.500 | | | | 04/15/21 | | | | 1,161,875 | |
| Scientific Games International, Inc.(c) | |
| 1,025,000 | | | | 10.000 | | | | 12/01/22 | | | | 907,125 | |
| Seminole Hard Rock Entertainment, Inc.(b)(c) | |
| 1,731,000 | | | | 5.875 | | | | 05/15/21 | | | | 1,731,000 | |
| Shingle Springs Tribal Gaming Authority(b)(c) | |
| 1,755,000 | | | | 9.750 | | | | 09/01/21 | | | | 1,842,750 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 15,093,357 | |
| | |
| Health Care – Medical Products(c) – 0.3% | |
| Fresenius Medical Care US Finance II, Inc.(b) | |
| 2,300,000 | | | | 4.750 | | | | 10/15/24 | | | | 2,323,000 | |
| Grifols Worldwide Operations Ltd. | |
| 2,100,000 | | | | 5.250 | | | | 04/01/22 | | | | 2,173,500 | |
| Halyard Health, Inc. | |
| 1,000,000 | | | | 6.250 | | | | 10/15/22 | | | | 1,030,000 | |
| Immucor, Inc. | |
| 70,000 | | | | 11.125 | | | | 08/15/19 | | | | 71,575 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 5,598,075 | |
| | |
| Health Care – Pharmaceuticals – 0.3% | |
| Mallinckrodt International Finance SA | |
| 1,000,000 | | | | 4.750 | | | | 04/15/23 | | | | 882,500 | |
| Mallinckrodt International Finance SA/Mallinckrodt CB LLC(b)(c) | |
| 1,500,000 | | | | 5.500 | | | | 04/15/25 | | | | 1,365,000 | |
| Quintiles Transnational Corp.(b)(c) | |
| 2,000,000 | | | | 4.875 | �� | | | 05/15/23 | | | | 2,040,000 | |
| Valeant Pharmaceuticals International, Inc.(b)(c) | |
| 1,000,000 | | | | 6.750 | | | | 08/15/18 | | | | 962,500 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 5,250,000 | |
| | |
| Health Care – Services – 0.7% | |
| Acadia Healthcare Co., Inc.(c) | |
| 980,000 | | | | 5.125 | | | | 07/01/22 | | | | 965,300 | |
| 820,000 | | | | 5.625 | | | | 02/15/23 | | | | 826,150 | |
| 500,000 | | | | 5.625 | (b) | | | 02/15/23 | | | | 503,750 | |
| Amsurg Corp.(c) | |
| 2,104,000 | | | | 5.625 | | | | 07/15/22 | | | | 2,067,180 | |
| | |
| | |
18 | | The accompanying notes are an integral part of these financial statements. |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
| | | | | | | | | | | | | | |
Principal Amount | | | Interest Rate | | | Maturity Date | | | Value | |
| Corporate Obligations – (continued) | |
| Health Care – Services – (continued) | |
| CHS/Community Health Systems, Inc.(c) | |
$ | 150,000 | | | | 8.000 | % | | | 11/15/19 | | | $ | 155,625 | |
| 800,000 | | | | 5.125 | | | | 08/01/21 | | | | 828,000 | |
| DaVita HealthCare Partners, Inc.(c) | |
| 500,000 | | | | 5.125 | | | | 07/15/24 | | | | 508,750 | |
| 2,308,000 | | | | 5.000 | | | | 05/01/25 | | | | 2,290,690 | |
| HCA, Inc. | |
| 2,000,000 | | | | 5.250 | | | | 04/15/25 | | | | 2,070,000 | |
| Kindred Healthcare, Inc.(c) | |
| 795,000 | | | | 6.375 | | | | 04/15/22 | | | | 751,275 | |
| Tenet Healthcare Corp. | |
| 75,000 | | | | 6.000 | | | | 10/01/20 | | | | 80,625 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 11,047,345 | |
| | |
| Home Construction – 0.0% | |
| Masonite International Corp.(b)(c) | |
| 215,000 | | | | 5.625 | | | | 03/15/23 | | | | 224,675 | |
| The ServiceMaster Co. LLC | |
| 255,000 | | | | 7.450 | | | | 08/15/27 | | | | 259,144 | |
| 100,000 | | | | 7.250 | | | | 03/01/38 | | | | 93,500 | |
| | | | | | | | | | | | | | |
| | | | | 577,319 | |
| | |
| Life Insurance – 0.0% | |
| Genworth Holdings, Inc. | |
| 90,000 | | | | 7.200 | | | | 02/15/21 | | | | 86,112 | |
| 430,000 | | | | 6.150 | (c)(e) | | | 11/15/66 | | | | 191,350 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 277,462 | |
| | |
| Lodging(b)(c) – 0.1% | | | | | | | | | |
| Interval Acquisition Corp. | |
| 1,500,000 | | | | 5.625 | | | | 04/15/23 | | | | 1,537,500 | |
| | |
| Machinery(b) – 0.1% | |
| Boart Longyear Management Pty Ltd. | |
| 1,400,000 | | | | 10.000 | | | | 10/01/18 | | | | 1,190,000 | |
| 325,000 | | | | 7.000 | (c) | | | 04/01/21 | | | | 130,000 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 1,320,000 | |
| | |
| Media – Broadcasting & Radio(c) – 0.9% | |
| Cumulus Media Holdings, Inc. | |
| 1,910,000 | | | | 7.750 | | | | 05/01/19 | | | | 1,241,500 | |
| iHeartCommunications, Inc. | |
| 1,440,000 | | | | 10.000 | | | | 01/15/18 | | | | 763,200 | |
| 2,170,542 | | | | 14.000 | (d) | | | 02/01/21 | | | | 889,922 | |
| 1,080,000 | | | | 9.000 | | | | 03/01/21 | | | | 893,700 | |
| LIN Television Corp.(b) | |
| 750,000 | | | | 5.875 | | | | 11/15/22 | | | | 759,375 | |
| Nexstar Broadcasting, Inc. | |
| 580,000 | | | | 6.875 | | | | 11/15/20 | | | | 599,575 | |
| 500,000 | | | | 6.125 | (b) | | | 02/15/22 | | | | 496,250 | |
| Sinclair Television Group, Inc. | |
| 600,000 | | | | 5.375 | | | | 04/01/21 | | | | 601,500 | |
| 1,850,000 | | | | 5.625 | (b) | | | 08/01/24 | | | | 1,810,688 | |
| Sirius XM Radio, Inc.(b) | |
| 540,000 | | | | 4.250 | | | | 05/15/20 | | | | 550,800 | |
| 1,000,000 | | | | 4.625 | | | | 05/15/23 | | | | 990,000 | |
| 1,000,000 | | | | 6.000 | | | | 07/15/24 | | | | 1,055,000 | |
| 750,000 | | | | 5.375 | | | | 04/15/25 | | | | 766,875 | |
| | |
| Corporate Obligations – (continued) | |
| Media – Broadcasting & Radio(c) – (continued) | |
| Townsquare Media, Inc.(b) | |
| 940,000 | | | | 6.500 | | | | 04/01/23 | | | | 902,400 | |
| Univision Communications, Inc.(b) | |
| 1,500,000 | | | | 5.125 | | | | 02/15/25 | | | | 1,473,750 | |
| 1,400,000 | | | | 8.500 | | | | 05/15/21 | | | | 1,463,000 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 15,257,535 | |
| | |
| Media – Cable – 1.1% | |
| Altice US Finance I Corp.(b)(c) | |
| 1,382,000 | | | | 5.375 | | | | 07/15/23 | | | | 1,390,638 | |
| Altice US Finance II Corp.(b)(c) | |
| 400,000 | | | | 7.750 | | | | 07/15/25 | | | | 383,520 | |
| Cable One, Inc.(b)(c) | |
| 1,667,000 | | | | 5.750 | | | | 06/15/22 | | | | 1,675,335 | |
| Cablevision Systems Corp. | |
| 250,000 | | | | 7.750 | | | | 04/15/18 | | | | 262,500 | |
| CCO Holdings LLC/CCO Holdings Capital Corp.(c) | |
| 2,000,000 | | | | 5.125 | | | | 02/15/23 | | | | 2,000,000 | |
| CCO Safari II LLC(b)(c) | |
| 750,000 | | | | 4.908 | | | | 07/23/25 | | | | 763,440 | |
| CSC Holdings LLC | |
| 220,000 | | | | 8.625 | | | | 02/15/19 | | | | 236,500 | |
| 1,325,000 | | | | 6.750 | | | | 11/15/21 | | | | 1,285,250 | |
| DISH DBS Corp. | |
| 120,000 | | | | 5.000 | | | | 03/15/23 | | | | 111,000 | |
| 400,000 | | | | 5.875 | | | | 11/15/24 | | | | 382,000 | |
| Midcontinent Communications & Midcontinent Finance Corp.(b)(c) | |
| 200,000 | | | | 6.250 | | | | 08/01/21 | | | | 205,000 | |
| Neptune Finco Corp.(b)(c) | |
| 375,000 | | | | 6.625 | | | | 10/15/25 | | | | 396,094 | |
| 910,000 | | | | 10.875 | | | | 10/15/25 | | | | 971,425 | |
| 615,000 | | | | 10.125 | | | | 01/15/23 | | | | 647,288 | |
| Numericable – SFR SAS(b)(c) | |
| 1,300,000 | | | | 6.000 | | | | 05/15/22 | | | | 1,300,000 | |
| 700,000 | | | | 6.250 | | | | 05/15/24 | | | | 700,000 | |
| Videotron Ltd. | |
| 500,000 | | | | 5.000 | | | | 07/15/22 | | | | 518,750 | |
| 2,247,000 | | | | 5.375 | (b)(c) | | | 06/15/24 | | | | 2,308,792 | |
| Virgin Media Secured Finance PLC(b)(c) | |
| 450,000 | | | | 5.375 | | | | 04/15/21 | | | | 469,125 | |
| 2,150,000 | | | | 5.250 | | | | 01/15/26 | | | | 2,141,937 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 18,148,594 | |
| | |
| Media – Non Cable(c) – 0.8% | |
| Liberty Interactive LLC | |
| 1,674,810 | | | | 4.000 | | | | 11/15/29 | | | | 1,000,699 | |
| 680,716 | | | | 3.750 | | | | 02/15/30 | | | | 401,623 | |
| Nielsen Finance LLC/Nielsen Finance Co. | |
| 1,280,000 | | | | 5.000 | (b) | | | 04/15/22 | | | | 1,296,000 | |
| 100,000 | | | | 4.500 | | | | 10/01/20 | | | | 102,875 | |
| Outfront Media Capital LLC/Outfront Media Capital Corp. | |
| 500,000 | | | | 5.250 | | | | 02/15/22 | | | | 511,875 | |
| 2,180,000 | | | | 5.875 | | | | 03/15/25 | | | | 2,256,300 | |
| Radio One, Inc.(b) | |
| 1,125,000 | | | | 9.250 | | | | 02/15/20 | | | | 933,750 | |
| | |
| | |
The accompanying notes are an integral part of these financial statements. | | 19 |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Consolidated Schedule of Investments (continued)
October 31, 2015
| | | | | | | | | | | | | | |
Principal Amount | | | Interest Rate | | | Maturity Date | | | Value | |
| Corporate Obligations – (continued) | |
| Media – Non Cable(c) – (continued) | |
| TEGNA, Inc. | |
$ | 200,000 | | | | 5.125 | % | | | 10/15/19 | | | $ | 208,000 | |
| 2,000,000 | | | | 4.875 | (b) | | | 09/15/21 | | | | 1,980,000 | |
| 500,000 | | | | 6.375 | | | | 10/15/23 | | | | 540,000 | |
| The McClatchy Co. | |
| 1,280,000 | | | | 9.000 | | | | 12/15/22 | | | | 1,222,400 | |
| VeriSign, Inc. | |
| 1,000,000 | | | | 4.625 | | | | 05/01/23 | | | | 997,500 | |
| 1,500,000 | | | | 5.250 | | | | 04/01/25 | | | | 1,526,250 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 12,977,272 | |
| | |
| Metals & Mining – 0.4% | |
| Glencore Finance Canada Ltd.(b) | |
| 200,000 | | | | 4.950 | | | | 11/15/21 | | | | 173,500 | |
| 300,000 | | | | 4.250 | | | | 10/25/22 | | | | 243,750 | |
| 300,000 | | | | 6.000 | | | | 11/15/41 | | | | 237,210 | |
| 400,000 | | | | 5.550 | | | | 10/25/42 | | | | 312,000 | |
| Glencore Funding LLC(b) | |
| 600,000 | | | | 3.125 | | | | 04/29/19 | | | | 514,500 | |
| 100,000 | | | | 2.875 | | | | 04/16/20 | | | | 83,925 | |
| 300,000 | | | | 4.625 | | | | 04/29/24 | | | | 237,000 | |
| Hecla Mining Co.(c) | |
| 496,000 | | | | 6.875 | | | | 05/01/21 | | | | 416,640 | |
| IAMGOLD Corp.(b)(c) | |
| 2,775,000 | | | | 6.750 | | | | 10/01/20 | | | | 2,109,000 | |
| New Gold, Inc.(b)(c) | |
| 1,820,000 | | | | 6.250 | | | | 11/15/22 | | | | 1,556,100 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 5,883,625 | |
| | |
| Packaging – 0.4% | |
| Ball Corp. | |
| 2,380,000 | | | | 5.250 | | | | 07/01/25 | | | | 2,427,600 | |
| Reynolds Group Issuer, Inc.(c) | |
| 1,800,000 | | | | 5.750 | | | | 10/15/20 | | | | 1,869,750 | |
| Sealed Air Corp.(b)(c) | |
| 1,200,000 | | | | 5.125 | | | | 12/01/24 | | | | 1,236,000 | |
| Signode Industrial Group Lux SA/Signode Industrial Group U.S., Inc.(b)(c) | |
| 1,200,000 | | | | 6.375 | | | | 05/01/22 | | | | 1,125,000 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 6,658,350 | |
| | |
| Pipelines – 1.1% | |
| Genesis Energy LP/Genesis Energy Finance Corp.(c) | |
| 1,024,000 | | | | 6.750 | | | | 08/01/22 | | | | 990,720 | |
| 888,000 | | | | 6.000 | | | | 05/15/23 | | | | 808,080 | |
| 1,300,000 | | | | 5.625 | | | | 06/15/24 | | | | 1,137,500 | |
| Gibson Energy, Inc.(b)(c) | |
| 84,000 | | | | 6.750 | | | | 07/15/21 | | | | 80,850 | |
| MarkWest Energy Partners LP/MarkWest Energy Finance Corp.(c) | |
| 1,500,000 | | | | 4.875 | | | | 12/01/24 | | | | 1,410,000 | |
| ONEOK, Inc.(c) | |
| 935,000 | | | | 7.500 | | | | 09/01/23 | | | | 924,442 | |
| PBF Logistics LP/PBF Logistics Finance Corp.(b)(c) | |
| 1,520,000 | | | | 6.875 | | | | 05/15/23 | | | | 1,428,800 | |
| Rockies Express Pipeline LLC(b) | |
| 365,000 | | | | 6.000 | | | | 01/15/19 | | | | 372,300 | |
| 1,250,000 | | | | 5.625 | | | | 04/15/20 | | | | 1,260,937 | |
| | |
| Corporate Obligations – (continued) | |
| Pipelines – (continued) | |
| Rose Rock Midstream LP/Rose Rock Finance Corp.(c) | |
| 1,673,000 | | | | 5.625 | | | | 07/15/22 | | | | 1,438,780 | |
| 900,000 | | | | 5.625 | (b) | | | 11/15/23 | | | | 769,500 | |
| Sabine Pass Liquefaction LLC(c) | |
| 1,320,000 | | | | 5.625 | (b) | | | 03/01/25 | | | | 1,263,900 | |
| 705,000 | | | | 5.750 | | | | 05/15/24 | | | | 680,325 | |
| 1,265,000 | | | | 5.625 | | | | 02/01/21 | | | | 1,255,513 | |
| 1,625,000 | | | | 5.625 | | | | 04/15/23 | | | | 1,580,312 | |
| SemGroup Corp.(c) | |
| 95,000 | | | | 7.500 | | | | 06/15/21 | | | | 89,538 | |
| Summit Midstream Holdings LLC/Summit Midstream Finance Corp.(c) | |
| 1,802,000 | | | | 5.500 | | | | 08/15/22 | | | | 1,563,235 | |
| Targa Resources Partners LP/Targa Resources Partners Finance Corp.(c) | |
| 1,250,000 | | | | 5.250 | | | | 05/01/23 | | | | 1,165,625 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 18,220,357 | |
| | |
| Property Insurance(b)(c) – 0.1% | |
| Hub International Ltd. | |
| 800,000 | | | | 7.875 | | | | 10/01/21 | | | | 799,000 | |
| | |
| Real Estate(c) – 0.2% | |
| Communications Sales & Leasing, Inc./CSL Capital LLC(b) | |
| 700,000 | | | | 6.000 | | | | 04/15/23 | | | | 679,000 | |
| Kennedy-Wilson, Inc. | |
| 805,000 | | | | 5.875 | | | | 04/01/24 | | | | 798,962 | |
| Keystone Financing PLC(b) | |
GBP | 345,000 | | | | 9.500 | | | | 10/15/19 | | | | 561,795 | |
| RHP Hotel Properties LP/RHP Finance Corp. | |
$ | 675,000 | | | | 5.000 | | | | 04/15/23 | | | | 690,188 | |
| 600,000 | | | | 1.000 | | | | 04/15/21 | | | | 621,000 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 3,350,945 | |
| | |
| Retailers – 0.9% | |
| Claire’s Stores, Inc.(c) | |
| 2,270,000 | | | | 8.875 | | | | 03/15/19 | | | | 896,650 | |
| 1,085,000 | | | | 9.000 | (b) | | | 03/15/19 | | | | 886,987 | |
| 305,000 | | | | 7.750 | (b) | | | 06/01/20 | | | | 89,975 | |
| Dollar Tree, Inc.(b)(c) | |
| 200,000 | | | | 5.750 | | | | 03/01/23 | | | | 210,000 | |
| Ferrellgas LP/Ferrellgas Finance Corp.(c) | |
| 865,000 | | | | 6.750 | | | | 01/15/22 | | | | 800,125 | |
| GameStop Corp.(b)(c) | |
| 1,400,000 | | | | 5.500 | | | | 10/01/19 | | | | 1,461,285 | |
| Hema Bondco I BV(b)(c) | |
| 700,000 | | | | 5.212 | (e) | | | 06/15/19 | | | | 521,140 | |
| 420,000 | | | | 6.250 | | | | 06/15/19 | | | | 331,648 | |
| JC Penney Corp., Inc. | |
| 765,000 | | | | 8.125 | | | | 10/01/19 | | | | 763,087 | |
| L Brands, Inc. | |
| 1,500,000 | | | | 5.625 | | | | 02/15/22 | | | | 1,635,000 | |
| 650,000 | | | | 6.875 | (b) | | | 11/01/35 | | | | 674,375 | |
| New Albertsons, Inc. | |
| 400,000 | | | | 7.750 | | | | 06/15/26 | | | | 392,000 | |
| 975,000 | | | | 7.450 | | | | 08/01/29 | | | | 951,844 | |
| 465,000 | | | | 8.700 | | | | 05/01/30 | | | | 477,787 | |
| 620,000 | | | | 8.000 | | | | 05/01/31 | | | | 613,800 | |
| | |
| | |
20 | | The accompanying notes are an integral part of these financial statements. |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
| | | | | | | | | | | | | | |
Principal Amount | | | Interest Rate | | | Maturity Date | | | Value | |
| Corporate Obligations – (continued) | |
| Retailers – (continued) | |
| Rite Aid Corp. | |
$ | 35,000 | | | | 7.700 | % | | | 02/15/27 | | | $ | 44,319 | |
| 490,000 | | | | 6.875 | (b) | | | 12/15/28 | | | | 577,587 | |
| 430,000 | | | | 6.125 | (b)(c) | | | 04/01/23 | | | | 464,938 | |
| Roundy’s Supermarkets, Inc.(b)(c) | |
| 55,000 | | | | 10.250 | | | | 12/15/20 | | | | 30,663 | |
| The Bon-Ton Department Stores, Inc.(c) | |
| 1,630,000 | | | | 8.000 | | | | 06/15/21 | | | | 929,100 | |
| Toys R US, Inc. | |
| 1,440,000 | | | | 10.375 | (c) | | | 08/15/17 | | | | 1,152,000 | |
| 2,025,000 | | | | 7.375 | | | | 10/15/18 | | | | 1,341,562 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 15,245,872 | |
| | |
| Technology – Hardware – 0.5% | |
| Advanced Micro Devices, Inc. | |
| 2,325,000 | | | | 7.750 | (c) | | | 08/01/20 | | | | 1,720,500 | |
| 185,000 | | | | 7.500 | | | | 08/15/22 | | | | 134,125 | |
| 1,135,000 | | | | 7.000 | (c) | | | 07/01/24 | | | | 794,500 | |
| Amkor Technology, Inc.(c) | |
| 100,000 | | | | 6.375 | | | | 10/01/22 | | | | 97,250 | |
| CDW LLC/CDW Finance Corp.(c) | |
| 1,500,000 | | | | 5.000 | | | | 09/01/23 | | | | 1,560,000 | |
| CommScope, Inc.(b)(c) | |
| 1,085,000 | | | | 5.000 | | | | 06/15/21 | | | | 1,087,712 | |
| Flextronics International Ltd. | |
| 500,000 | | | | 5.000 | | | | 02/15/23 | | | | 503,340 | |
| NXP BV/NXP Funding LLC(b)(c) | |
| 500,000 | | | | 5.750 | | | | 02/15/21 | | | | 528,125 | |
| Sensata Technologies BV(b) | |
| 2,500,000 | | | | 5.000 | | | | 10/01/25 | | | | 2,425,000 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 8,850,552 | |
| | |
| Technology – Software/Services(c) – 0.6% | |
| Audatex North America, Inc.(b) | |
| 2,080,000 | | | | 6.125 | | | | 11/01/23 | | | | 2,093,000 | |
| BMC Software Finance, Inc.(b) | |
| 1,375,000 | | | | 8.125 | | | | 07/15/21 | | | | 1,062,188 | |
| Boxer Parent Co., Inc.(b)(d) | |
| 1,400,000 | | | | 9.000 | | | | 10/15/19 | | | | 1,001,000 | |
| Equinix, Inc. | |
| 50,000 | | | | 4.875 | | | | 04/01/20 | | | | 52,250 | |
| 1,700,000 | | | | 5.750 | | | | 01/01/25 | | | | 1,772,250 | |
| Global A&T Electronics Ltd.(b) | |
| 625,000 | | | | 10.000 | | | | 02/01/19 | | | | 506,250 | |
| MSCI, Inc.(b) | |
| 2,601,750 | | | | 5.250 | | | | 11/15/24 | | | | 2,731,837 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 9,218,775 | |
| | |
| Telecommunications – Cellular(c) – 0.3% | |
| Altice Finco SA(b) | |
| 530,000 | | | | 8.125 | | | | 01/15/24 | | | | 528,012 | |
| 180,000 | | | | 7.625 | | | | 02/15/25 | | | | 171,450 | |
| Sable International Finance Ltd.(b) | |
| 100,000 | | | | 8.750 | | | | 02/01/20 | | | | 105,348 | |
| SoftBank Group Corp. | |
| 2,600,000 | | | | 6.000 | | | | 07/30/25 | | | | 2,658,500 | |
| | |
| Corporate Obligations – (continued) | |
| Telecommunications – Cellular(c) – (continued) | |
| T-Mobile USA, Inc. | |
| 1,200,000 | | | | 6.625 | | | | 04/01/23 | | | | 1,227,000 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 4,690,310 | |
| | |
| Telecommunications – Satellites(c) – 0.1% | |
| Intelsat Jackson Holdings SA | |
| 600,000 | | | | 7.500 | | | | 04/01/21 | | | | 543,000 | |
| 350,000 | | | | 5.500 | | | | 08/01/23 | | | | 290,500 | |
| Intelsat Luxembourg SA | |
| 1,810,000 | | | | 7.750 | | | | 06/01/21 | | | | 1,086,000 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 1,919,500 | |
| | |
| Textile & Apparel – 0.1% | |
| Nine West Holdings, Inc.(b) | |
| 3,420,000 | | | | 8.250 | | | | 03/15/19 | | | | 1,846,800 | |
| The William Carter Co.(c) | |
| 185,000 | | | | 5.250 | | | | 08/15/21 | | | | 191,938 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 2,038,738 | |
| | |
| Transportation – 0.4% | |
| Air Medical Merger Sub Corp.(b)(c) | |
| 470,000 | | | | 6.375 | | | | 05/15/23 | | | | 431,225 | |
| Algeco Scotsman Global Finance PLC(b)(c) | |
| 2,390,000 | | | | 8.500 | | | | 10/15/18 | | | | 2,100,213 | |
| 110,000 | | | | 9.000 | | | | 10/15/18 | | | | 107,659 | |
| Bluewater Holding BV(b)(c) | |
| 200,000 | | | | 10.000 | | | | 12/10/19 | | | | 121,000 | |
| Navistar International Corp. | |
| 2,400,000 | | | | 8.250 | (c) | | | 11/01/21 | | | | 1,872,000 | |
| 420,000 | | | | 4.500 | | | | 10/15/18 | | | | 297,413 | |
| 641,000 | | | | 4.750 | | | | 04/15/19 | | | | 445,495 | |
| Watco Cos. LLC/Watco Finance Corp.(b)(c) | |
| 600,000 | | | | 6.375 | | | | 04/01/23 | | | | 600,000 | |
| WFS Global Holding SAS(b)(c) | |
EUR | 930,000 | | | | 9.500 | | | | 07/15/22 | | | | 1,056,801 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 7,031,806 | |
| | |
| Utilities – Distribution(c) – 0.0% | |
| Ferrellgas LP/Ferrellgas Finance Corp. | |
| $200,000 | | | | 6.500 | | | | 05/01/21 | | | | 185,500 | |
| | |
| Utilities – Electric – 0.5% | |
| Dynegy, Inc.(c) | |
| 580,000 | | | | 7.375 | | | | 11/01/22 | | | | 581,450 | |
| 275,000 | | | | 7.625 | | | | 11/01/24 | | | | 275,688 | |
| GenOn Americas Generation LLC | |
| 1,265,000 | | | | 8.500 | | | | 10/01/21 | | | | 996,187 | |
| 640,000 | | | | 9.125 | | | | 05/01/31 | | | | 480,000 | |
| Illinois Power Generating Co. | |
| 500,000 | | | | 6.300 | | | | 04/01/20 | | | | 395,000 | |
| 1,825,000 | | | | 7.950 | | | | 06/01/32 | | | | 1,478,250 | |
| NRG Energy, Inc.(c) | |
| 1,840,000 | | | | 6.250 | | | | 05/01/24 | | | | 1,646,800 | |
| Talen Energy Supply, LLC(b)(c) | |
| 1,600,000 | | | | 4.625 | | | | 07/15/19 | | | | 1,468,000 | |
| WESCO Distribution, Inc.(c) | |
| 1,400,000 | | | | 5.375 | | | | 12/15/21 | | | | 1,354,500 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 8,675,875 | |
| | |
| | |
The accompanying notes are an integral part of these financial statements. | | 21 |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Consolidated Schedule of Investments (continued)
October 31, 2015
| | | | | | | | | | | | | | |
Principal Amount | | | Interest Rate | | | Maturity Date | | | Value | |
| Corporate Obligations – (continued) | |
| Utilities – Pipelines(c) – 0.1% | |
| Kinder Morgan, Inc.(b) | |
$ | 300,000 | | | | 5.000 | % | | | 02/15/21 | | | $ | 303,600 | |
| Regency Energy Partners LP/Regency Energy Finance Corp. | |
| 500,000 | | | | 5.875 | | | | 03/01/22 | | | | 510,000 | |
| 1,000,000 | | | | 5.000 | | | | 10/01/22 | | | | 980,000 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 1,793,600 | |
| | |
| Wireless Telecommunications – 0.9% | |
| Aegis Merger Sub, Inc.(b)(c) | |
| 445,000 | | | | 10.250 | | | | 02/15/23 | | | | 453,900 | |
| Altice Financing SA(b)(c) | |
| 1,695,000 | | | | 6.500 | | | | 01/15/22 | | | | 1,716,187 | |
| 595,000 | | | | 6.625 | | | | 02/15/23 | | | | 596,487 | |
| Altice Luxembourg SA(b)(c) | |
| 346,000 | | | | 7.750 | | | | 05/15/22 | | | | 333,025 | |
| Anixter, Inc.(b) | |
| 140,000 | | | | 5.500 | | | | 03/01/23 | | | | 144,550 | |
| Digicel Group Ltd.(b)(c) | |
| 500,000 | | | | 8.250 | | | | 09/30/20 | | | | 442,500 | |
| Digicel Ltd.(b)(c) | |
| 1,265,000 | | | | 6.000 | | | | 04/15/21 | | | | 1,138,500 | |
| 365,000 | | | | 6.750 | | | | 03/01/23 | | | | 332,150 | |
| DigitalGlobe, Inc.(b)(c) | |
| 2,300,000 | | | | 5.250 | | | | 02/01/21 | | | | 2,064,250 | |
| Hughes Satellite Systems Corp. | |
| 1,065,000 | | | | 7.625 | | | | 06/15/21 | | | | 1,163,512 | |
| Inmarsat Finance PLC(b)(c) | |
| 2,000,000 | | | | 4.875 | | | | 05/15/22 | | | | 1,985,000 | |
| Sprint Capital Corp. | |
| 205,000 | | | | 8.750 | | | | 03/15/32 | | | | 184,500 | |
| 200,000 | | | | 6.900 | | | | 05/01/19 | | | | 191,500 | |
| 325,000 | | | | 6.875 | | | | 11/15/28 | | | | 268,938 | |
| Sprint Corp. | |
| 2,225,000 | | | | 7.875 | | | | 09/15/23 | | | | 2,058,125 | |
| 605,000 | | | | 7.125 | | | | 06/15/24 | | | | 530,888 | |
| 640,000 | | | | 7.625 | (c) | | | 02/15/25 | | | | 564,800 | |
| Wind Acquisition Finance SA(b)(c) | |
| 604,000 | | | | 4.750 | | | | 07/15/20 | | | | 614,570 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 14,783,382 | |
| | |
| Wirelines Telecommunications – 0.4% | |
| Anixter, Inc. | |
| 2,142,000 | | | | 5.125 | | | | 10/01/21 | | | | 2,195,550 | |
| CenturyLink, Inc. | |
| 77,000 | | | | 5.625 | | | | 04/01/20 | | | | 77,187 | |
| 1,899,000 | | | | 5.625 | (c) | | | 04/01/25 | | | | 1,722,184 | |
| CommScope Technologies Finance LLC(b)(c) | |
| 600,000 | | | | 6.000 | | | | 06/15/25 | | | | 612,000 | |
| Frontier Communications Corp. | |
| 180,000 | | | | 10.500 | (b)(c) | | | 09/15/22 | | | | 186,750 | |
| 360,000 | | | | 7.125 | | | | 01/15/23 | | | | 321,300 | |
| 840,000 | | | | 7.625 | | | | 04/15/24 | | | | 757,050 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 5,872,021 | |
| | |
| TOTAL CORPORATE OBLIGATIONS (Cost $308,881,174) | | | $ | 287,129,290 | |
| | |
| Asset-Backed Securities(b)(e) – 0.1% | |
| Collateralized Loan Obligations – 0.1% | |
| Carlyle Global Market Strategies CLO Ltd. Series 2015-1, Class E1 | |
$ | 500,000 | | | | 5.587 | % | | | 04/20/27 | | | $ | 441,265 | |
| Jamestown CLO XI Ltd. Series 2015-6A, Class C | |
| 525,000 | | | | 3.526 | | | | 02/20/27 | | | | 477,285 | |
| Jamestown CLO XI Ltd. Series 2015-6A, Class D | |
| 500,000 | | | | 5.026 | | | | 02/20/27 | | | | 420,873 | |
| | |
| TOTAL ASSET-BACKED SECURITIES | |
| (Cost $1,368,506) | | | | | | | $ | 1,339,423 | |
| | |
| | | | | | | | | | | | | | |
| Foreign Debt Obligation(b) – 0.0% | |
| Provincia de Buenos Aires | |
$ | 625,000 | | | | 9.950 | % | | | 06/09/21 | | | $ | 640,706 | |
| (Cost $622,129) | | | | | | | | | |
| | |
| | | | | | | | | | | | | | |
| Municipal Debt Obligations – 0.2% | |
| Puerto Rico – 0.1% | |
| Puerto Rico Commonwealth GO Bonds Refunding for Public Improvement Series 2012 A | |
$ | 70,000 | | | | 5.125 | % | | | 07/01/37 | | | $ | 43,575 | |
| 25,000 | | | | 5.000 | | | | 07/01/41 | | | | 15,563 | |
| Puerto Rico Commonwealth GO Bonds Series 2007 A | |
| 85,000 | | | | 5.250 | | | | 07/01/37 | | | | 53,337 | |
| Puerto Rico Commonwealth GO Bonds Series 2014 A | |
| 1,410,000 | | | | 8.000 | | | | 07/01/35 | | | | 1,024,012 | |
| Puerto Rico Sales Tax Financing Corp. Sales Tax RB Series 2007 | |
| 65,000 | | | | 5.250 | | | | 08/01/57 | | | | 40,138 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 1,176,625 | |
| | |
| Texas – 0.1% | |
| Texas State Public Finance Authority RB (Taxable Windstrom Insurance) Series 2014 | |
| 2,425,000 | | | | 8.250 | | | | 07/01/24 | | | | 2,404,097 | |
| | |
| TOTAL MUNICIPAL DEBT OBLIGATIONS | |
| (Cost $3,762,580) | | | $ | 3,580,722 | |
| | |
| | | | | | | | | | | | | | |
| U.S. Treasury Obligations(a) – 4.2% | |
| United States Treasury Notes | | | | | |
$ | 22,000,000 | | | | 4.500 | % | | | 11/15/15 | | | $ | 22,032,559 | |
| 22,000,000 | | | | 2.000 | | | | 01/31/16 | | | | 22,100,320 | |
| 25,000,000 | | | | 2.625 | | | | 02/29/16 | | | | 25,202,501 | |
| | |
| TOTAL U.S. TREASURY OBLIGATIONS | |
| (Cost $69,330,237) | | | $ | 69,335,380 | |
| | |
| | | | | | | | | | | | | | |
| Senior Term Loans(g) – 3.9% | |
| Automotive – Parts – 0.1% | |
| Evergreen Skills Lux S.a.r.l. | |
$ | 1,249,190 | | | | 5.750 | % | | | 04/28/21 | | | $ | 1,055,566 | |
| INA Beteiligungsgesellschaft mbH | |
| 136,154 | | | | 4.250 | | | | 05/15/20 | | | | 136,343 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 1,191,909 | |
| | |
| | |
22 | | The accompanying notes are an integral part of these financial statements. |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
| | | | | | | | | | | | | | |
Principal Amount | | | Interest Rate | | | Maturity Date | | | Value | |
| Senior Term Loans(g) – (continued) | |
| Building Materials – 0.3% | |
| Headwaters, Inc. | |
$ | 149,625 | | | | 4.500 | % | | | 03/24/22 | | | $ | 149,999 | |
| Jeld-Wen, Inc. | |
| 957,199 | | | | 5.250 | | | | 10/15/21 | | | | 957,199 | |
| MX Holdings US, Inc. | |
| 197,015 | | | | 4.000 | | | | 08/14/20 | | | | 196,769 | |
| Preferred Proppants LLC | |
| 2,041,216 | | | | 6.750 | | | | 07/27/20 | | | | 1,160,941 | |
| Wilsonart LLC | |
| 1,710,842 | | | | 4.000 | | | | 10/31/19 | | | | 1,696,950 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 4,161,858 | |
| | |
| Chemicals – 0.1% | |
| SK Spice S.a.r.l.(h) | |
EUR | 745,000 | | | | 0.000 | | | | 06/12/21 | | | | 813,865 | |
| Styrolution US Holding LLC | |
| 709,638 | | | | 6.500 | | | | 11/07/19 | | | | 709,638 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 1,523,503 | |
| | |
| Consumer Products – Household & Leisure – 0.0% | |
| Serta Simmons Holdings LLC | |
| 741,947 | | | | 4.250 | | | | 10/01/19 | | | | 741,828 | |
| | |
| Consumer Products – Industrial – 0.0% | |
| Harbor Freight Tools USA, Inc. | |
| 140,250 | | | | 4.750 | | | | 07/26/19 | | | | 140,575 | |
| | |
| Diversified Manufacturing – 0.0% | |
| KP Germany Erste GmbH | |
| 185,499 | | | | 5.000 | | | | 04/28/20 | | | | 185,730 | |
| | |
| Energy – 0.2% | |
| Chief Exploration & Development LLC | |
| 150,000 | | | | 7.500 | | | | 05/12/21 | | | | 118,800 | |
| Drillships Ocean Ventures, Inc. | |
| 1,685,565 | | | | 5.500 | | | | 07/25/21 | | | | 1,089,297 | |
| EFS Cogen Holdings I LLC | |
| 222,040 | | | | 3.750 | | | | 12/17/20 | | | | 221,207 | |
| Energy Transfer Equity LP | |
| 165,796 | | | | 4.000 | | | | 12/02/19 | | | | 160,348 | |
| KCA Deutag US Finance LLC | |
| 1,278,526 | | | | 6.250 | | | | 05/15/20 | | | | 1,007,901 | |
| Seadrill Partners Finco LLC | |
| 524,626 | | | | 4.000 | | | | 02/21/21 | | | | 304,776 | |
| Stallion Oilfield Services Ltd. | |
| 129,157 | | | | 8.000 | | | | 06/19/18 | | | | 82,337 | |
| Templar Energy LLC | |
| 974,556 | | | | 8.500 | | | | 11/25/20 | | | | 414,995 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 3,399,661 | |
| | |
| Energy – Exploration & Production – 0.1% | |
| Energy & Exploration Partners, Inc. | |
| 875,583 | | | | 7.750 | | | | 01/15/19 | | | | 609,992 | |
| Murray Energy Corp. | |
| 399,000 | | | | 7.500 | | | | 04/16/20 | | | | 257,854 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 867,846 | |
| | |
| Senior Term Loans(g) – (continued) | |
| Finance – 0.1% | |
| CeramTec Acquisition Corp. | |
$ | 1,053,675 | | | | 4.250 | % | | | 08/30/20 | | | $ | 1,053,022 | |
| Walter Investment Management Corp. | |
| 769,482 | | | | 4.750 | | | | 12/19/20 | | | | 700,229 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 1,753,251 | |
| | |
| Finance Insurance – 0.1% | |
| Hub International Ltd. | |
| 841,470 | | | | 4.250 | | | | 10/02/20 | | | | 818,506 | |
| | |
| Food & Beverages – 0.1% | |
| B&G Foods, Inc. | |
| 349,000 | | | | 3.750 | | | | 10/07/22 | | | | 348,892 | |
| Meldrew Participations BV(h) | |
EUR | 2,030,500 | | | | 0.000 | | | | 10/31/19 | | | | 2,022,573 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 2,371,465 | |
| | |
| Gaming – 0.3% | |
| AMF Bowling Centers, Inc. | |
$ | 291,978 | | | | 7.250 | | | | 09/18/21 | | | | 287,964 | |
| Boyd Gaming Corp. | |
| 162,389 | | | | 4.000 | | | | 08/14/20 | | | | 162,447 | |
| Caesars Entertainment Operating Co., Inc. | |
| 1,050,000 | | | | 5.450 | | | | 03/01/17 | | | | 960,309 | |
| 2,656 | | | | 11.000 | | | | 03/01/17 | | | | — | |
| Mashantucket (Western) Pequot Tribe | |
| 2,361,985 | | | | 5.000 | | | | 07/01/18 | | | | 1,759,679 | |
| 1,717,515 | | | | 9.375 | | | | 06/30/20 | | | | 1,325,587 | |
| Mohegan Tribal Gaming Authority | |
| 177,616 | | | | 5.500 | | | | 06/15/18 | | | | 175,484 | |
| Shingle Springs Tribal Gaming Authority | |
| 74,336 | | | | 6.250 | | | | 08/29/19 | | | | 74,336 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 4,745,806 | |
| | |
| Health Care – Medical Products – 0.1% | |
| Carestream Health, Inc. | |
| 2,450,000 | | | | 9.500 | | | | 12/07/19 | | | | 2,269,313 | |
| | |
| Health Care – Services – 0.2% | |
| Acadia Healthcare Co., Inc. | |
| 198,500 | | | | 4.250 | | | | 02/11/22 | | | | 198,500 | |
| Air Medical Group Holdings, Inc. | |
| 673,313 | | | | 4.500 | | | | 04/28/22 | | | | 660,971 | |
| American Renal Holdings, Inc. | |
| 1,466,063 | | | | 4.500 | | | | 09/20/19 | | | | 1,455,067 | |
| Community Health Systems, Inc. | |
| 119,400 | | | | 3.575 | | | | 12/31/18 | | | | 118,753 | |
| 69,369 | | | | 3.750 | | | | 12/31/19 | | | | 69,033 | |
| 127,637 | | | | 4.000 | | | | 01/27/21 | | | | 127,212 | |
| Envision Healthcare Corp. | |
| 493,553 | | | | 4.000 | | | | 05/25/18 | | | | 491,495 | |
| MedAssets, Inc. | |
| 312,373 | | | | 4.000 | | | | 12/13/19 | | | | 310,289 | |
| Millennium Laboratories, Inc. | |
| 1,769,207 | | | | 5.250 | | | | 04/16/21 | | | | 623,646 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 4,054,966 | |
| | |
| | |
The accompanying notes are an integral part of these financial statements. | | 23 |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Consolidated Schedule of Investments (continued)
October 31, 2015
| | | | | | | | | | | | | | |
Principal Amount | | | Interest Rate | | | Maturity Date | | | Value | |
| Senior Term Loans(g) – (continued) | |
| Media – Broadcasting & Radio – 0.1% | |
| AP NMT Acquisition BV | |
$ | 706,536 | | | | 6.750 | % | | | 08/13/21 | | | $ | 672,093 | |
| Cumulus Media Holdings, Inc. | |
| 150,000 | | | | 4.250 | | | | 12/23/20 | | | | 127,220 | |
| iHeart Communications, Inc. | |
| 1,551,074 | | | | 6.938 | | | | 01/30/19 | | | | 1,296,605 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 2,095,918 | |
| | |
| Media – Cable – 0.0% | |
| Ziggo N.V. | |
| 493,373 | | | | 3.500 | | | | 01/15/22 | | | | 485,493 | |
| | |
| Media – Non Cable – 0.1% | |
| Advantage Sales & Marketing, Inc. | |
| 1,002,552 | | | | 4.250 | | | | 07/23/21 | | | | 979,453 | |
| Affinion Group, Inc. | |
| 708,160 | | | | 6.750 | | | | 04/30/18 | | | | 678,821 | |
| Interactive Data Corp. | |
| 494,987 | | | | 4.750 | | | | 05/02/21 | | | | 494,779 | |
| Media General, Inc. | |
| 62,486 | | | | 3.250 | | | | 07/31/20 | | | | 62,369 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 2,215,422 | |
| | |
| Packaging – 0.0% | |
| Ardagh Holdings USA, Inc. | |
| 295,500 | | | | 4.000 | | | | 12/17/19 | | | | 294,948 | |
| Klockner-Pentaplast of America, Inc. | |
| 434,067 | | | | 5.000 | | | | 04/28/20 | | | | 434,609 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 729,557 | |
| | |
| Pharmaceuticals – 0.2% | |
| Lantheus Medical Imaging, Inc. | |
| 1,690,763 | | | | 7.000 | | | | 06/30/22 | | | | 1,555,502 | |
| Valeant Pharmaceuticals International, Inc. | |
| 960,020 | | | | 4.000 | | | | 04/01/22 | | | | 891,138 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 2,446,640 | |
| | |
| Property/Casualty Insurance – 0.1% | |
| York Risk Services Holding Corp. | |
| 1,310,566 | | | | 4.750 | | | | 10/01/21 | | | | 1,257,593 | |
| | |
| Real Estate – 0.2% | |
| Empire Generating Co. LLC | |
| 2,136,521 | | | | 5.250 | | | | 03/12/21 | | | | 1,901,504 | |
| GTCR Valor Cos., Inc. | |
| 667,970 | | | | 6.000 | | | | 05/30/21 | | | | 651,270 | |
| Rhp Hotel Properties LP | |
| 523,375 | | | | 3.500 | | | | 01/15/21 | | | | 523,595 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 3,076,369 | |
| | |
| Retailers – 0.5% | |
| Ascena Retail Group, Inc. | |
| 1,700,000 | | | | 5.250 | | | | 08/21/22 | | | | 1,624,571 | |
| Dollar Tree, Inc. | |
| 756,825 | | | | 3.500 | | | | 07/06/22 | | | | 757,771 | |
| 82,307 | | | | 4.250 | | | | 07/06/22 | | | | 82,328 | |
| Gymboree Corp. | |
| 2,125,000 | | | | 5.000 | | | | 02/23/18 | | | | 1,360,574 | |
| | |
| Senior Term Loans(g) – (continued) | |
| Retailers – (continued) | |
| JC Penney Corp., Inc. | |
| 672,102 | | | | 6.000 | | | | 05/22/18 | | | | 669,582 | |
| Leslie’s Poolmart, Inc. | |
| 195,960 | | | | 4.250 | | | | 10/16/19 | | | | 192,678 | |
| Staples, Inc. | |
| 1,500,000 | | | | 3.500 | | | | 04/07/21 | | | | 1,491,825 | |
| The Talbots, Inc. | |
| 155,000 | | | | 9.500 | | | | 03/19/21 | | | | 151,254 | |
| Toys R US – Delaware, Inc. | |
| 1,405,753 | | | | 9.750 | | | | 04/24/20 | | | | 1,227,110 | |
| True Religion Apparel, Inc. | |
| 96,500 | | | | 5.875 | | | | 07/30/19 | | | | 57,055 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 7,614,748 | |
| | |
| Services Cyclical – Business Services – 0.2% | |
| Koosharem LLC | |
| 1,858,175 | | | | 7.500 | | | | 05/15/20 | | | | 1,818,689 | |
| Redtop Acquisition Ltd. | |
| 98,250 | | | | 4.500 | | | | 12/03/20 | | | | 98,373 | |
| TransUnion LLC | |
| 695,610 | | | | 3.500 | | | | 04/09/21 | | | | 685,467 | |
| Tribune Publishing Co. | |
| 856,789 | | | | 5.750 | | | | 07/07/21 | | | | 811,096 | |
| Weight Watchers International, Inc. | |
| 431,151 | | | | 4.000 | | | | 04/02/20 | | | | 333,603 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 3,747,228 | |
| | |
| Technology – Hardware – 0.0% | |
| Freescale Semiconductor, Inc. | |
| 98,000 | | | | 5.000 | | | | 01/15/21 | | | | 97,956 | |
| Photonis Technologies SAS | |
| 191,910 | | | | 8.500 | | | | 09/18/19 | | | | 182,315 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 280,271 | |
| | |
| Technology – Software – 0.0% | |
| Aricent Technologies Ltd. | |
| 447,866 | | | | 5.500 | | | | 04/14/21 | | | | 440,029 | |
| | |
| Technology – Software/Services – 0.1% | |
| Applied Systems, Inc. | |
| 951,587 | | | | 4.250 | | | | 01/25/21 | | | | 943,556 | |
| Black Knight InfoServ LLC | |
| 152,290 | | | | 3.750 | | | | 05/27/22 | | | | 152,386 | |
| BMC Software, Inc. | |
| 332,221 | | | | 5.000 | | | | 09/10/20 | | | | 298,687 | |
| MModal Inc. | |
| 118,887 | | | | 9.000 | | | | 01/31/20 | | | | 108,385 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 1,503,014 | |
| | |
| Telecommunications – Internet & Data – 0.2% | |
| Asurion LLC | |
| 473,771 | | | | 5.000 | | | | 05/24/19 | | | | 451,267 | |
| 493,687 | | | | 4.250 | | | | 07/08/20 | | | | 459,025 | |
| 1,500,000 | | | | 8.500 | | | | 03/03/21 | | | | 1,346,880 | |
| Level 3 Financing, Inc. | |
| 650,000 | | | | 4.000 | | | | 01/15/20 | | | | 651,138 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 2,908,310 | |
| | |
| | |
24 | | The accompanying notes are an integral part of these financial statements. |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
| | | | | | | | | | | | | | |
Principal Amount | | | Interest Rate | | | Maturity Date | | | Value | |
| Senior Term Loans(g) – (continued) | |
| Textiles – 0.1% | |
| Indra Holdings Corp. | |
$ | 147,614 | | | | 5.250 | % | | | 04/29/21 | | | $ | 141,709 | |
| Nine West Holdings, Inc. | |
| 483,775 | | | | 4.750 | | | | 10/08/19 | | | | 409,395 | |
| 1,515,000 | | | | 6.250 | | | | 01/08/20 | | | | 951,920 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 1,503,024 | |
| | |
| Transportation – 0.0% | |
| Syncreon Group Holdings B.V. | |
| 744,972 | | | | 5.250 | | | | 10/28/20 | | | | 594,487 | |
| | |
| Utilities – 0.4% | |
| Calpine Corp. | |
| 1,994,859 | | | | 4.000 | | | | 10/09/19 | | | | 1,996,415 | |
| Longview Power LLC | |
| 1,376,550 | | | | 7.000 | | | | 04/13/21 | | | | 1,349,019 | |
| Penn Products Terminals LLC | |
| 278,600 | | | | 4.750 | | | | 04/13/22 | | | | 279,296 | |
| Texas Competitive Electric Holdings Co. | |
| 3,185,585 | | | | 4.677 | | | | 10/10/16 | | | | 1,009,873 | |
| 3,606,640 | | | | 4.677 | | | | 10/10/17 | | | | 1,205,518 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | 5,840,121 | |
| | |
| TOTAL SENIOR TERM LOANS | |
| (Cost $72,786,193) | | | | | | | $ | 64,964,441 | |
| | |
| | | | | | | | | | | | |
Shares | | | | | Rate | | | Value | |
| | | | | | | | | | | | |
Preferred Stock – 0.0% | |
Banks – 0.0% | |
Sberbank PAO | |
RUB | | | 310,220 | | | | 0.000 | % | | $ | 332,492 | |
| |
TOTAL PREFERRED STOCK | |
(Cost $235,475) | | | $ | 332,492 | |
| |
| | | | | | | | | | |
Units | | Description | | Expiration Date | | | Value | |
| | | | | | | | | | |
Warrants* – 0.1% | |
Commercial Banks – 0.1% | |
80,516 | | JPMorgan Chase & Co. | | | 10/28/2018 | | | $ | 1,800,338 | |
Semiconductors & Semiconductor Equipment – 0.0% | |
516 | | MModal, Inc. Warrant A | | | 07/31/2017 | | | | 258 | |
681 | | MModal, Inc. Warrant B | | | 07/31/2017 | | | | 170 | |
| |
TOTAL WARRANTS | |
(Cost $1,651,526) | | | $ | 1,800,766 | |
| |
| | | | | | | | | | | | | | |
Principal Amount | | | Interest Rate | | | Maturity Date | | | Value | |
| Short-term Investment(i) – 38.2% | |
| Repurchase Agreements – 38.2% | |
| Joint Repurchase Agreement Account II | |
$ | 631,300,000 | | | | 0.092 | % | | | 11/02/15 | | | $ | 631,300,000 | |
| (Cost $631,300,000) | | | | | |
| | |
| TOTAL INVESTMENTS BEFORE SHORT POSITIONS – 99.5% | |
| (Cost $1,668,388,984) | | | $ | 1,644,875,337 | |
| | |
| | | | | | | | |
Shares | | | Description | | Value | |
| | | | | | | | |
| Common Stocks Sold Short – (1.5)% | |
| Aerospace & Defense – (0.2)% | |
| 25,161 | | | The Boeing Co. | | $ | (3,725,589 | ) |
| | |
| Air Freight & Logistics – (0.1)% | |
| 6,949 | | | United Parcel Service, Inc. Class B | | | (715,886 | ) |
| | |
| Automobiles – (0.0)% | |
| 11,000 | | | Ford Motor Co. | | | (162,910 | ) |
| 5,000 | | | General Motors Co. | | | (174,550 | ) |
| | | | | | | | |
| | | | | | | (337,460 | ) |
| | |
| Chemicals – (0.0)% | |
| 6,465 | | | The Dow Chemical Co. | | | (334,047 | ) |
| | |
| Commercial Services & Supplies – (0.0)% | |
| 9,350 | | | Pitney Bowes, Inc. | | | (193,078 | ) |
| | |
| Diversified Telecommunication Services – (0.1)% | |
| 38,820 | | | AT&T, Inc. | | | (1,300,858 | ) |
| 8,060 | | | Verizon Communications, Inc. | | | (377,853 | ) |
| | | | | | | | |
| | | | | | | (1,678,711 | ) |
| | |
| Electronic Equipment, Instruments & Components – (0.1)% | |
| 7,735 | | | Amphenol Corp. Class A | | | (419,392 | ) |
| 3,889 | | | Belden, Inc. | | | (249,012 | ) |
| | | | | | | | |
| | | | | | | (668,404 | ) |
| | |
| Food & Staples Retailing – (0.1)% | |
| 19,650 | | | Wal-Mart Stores, Inc. | | | (1,124,766 | ) |
| | |
| Hotels, Restaurants & Leisure – (0.0)% | |
| 11,734 | | | La Quinta Holdings, Inc. | | | (177,770 | ) |
| | |
| Independent Power Producers & Energy Traders – (0.0)% | |
| 13,498 | | | TerraForm Power, Inc. Class A | | | (246,339 | ) |
| | |
| Industrial Conglomerates – (0.0)% | |
| 9,196 | | | General Electric Co. | | | (265,948 | ) |
| | |
| Insurance – (0.0)% | |
| 5,347 | | | CNA Financial Corp. | | | (195,486 | ) |
| | |
| Internet & Catalog Retail – (0.0)% | |
| 4,882 | | | Expedia, Inc. | | | (665,417 | ) |
| | |
| Internet Software & Services – (0.6)% | |
| 478,400 | | | Tencent Holdings Ltd. | | | (9,017,539 | ) |
| | |
| | |
The accompanying notes are an integral part of these financial statements. | | 25 |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Consolidated Schedule of Investments (continued)
October 31, 2015
| | | | | | | | |
Shares | | | Description | | Value | |
| | | | | | | | |
| Common Stocks Sold Short – (continued) | |
| Machinery – (0.1)% | |
| 18,931 | | | Caterpillar, Inc. | | $ | (1,381,774 | ) |
| 6,949 | | | Deere & Co. | | | (542,022 | ) |
| | | | | | | | |
| | | | | | | (1,923,796 | ) |
| | |
| Media – (0.0)% | |
| 65,875 | | | Sirius XM Holdings, Inc. | | | (268,770 | ) |
| | |
| Oil, Gas & Consumable Fuels – (0.0)% | |
| 2,757 | | | Exxon Mobil Corp. | | | (228,114 | ) |
| | |
| Real Estate Investment Trusts – (0.1)% | |
| 24,946 | | | DiamondRock Hospitality Co. | | | (291,369 | ) |
| 14,481 | | | Host Hotels & Resorts, Inc. | | | (250,956 | ) |
| 18,931 | | | LaSalle Hotel Properties | | | (556,761 | ) |
| 35,742 | | | Sunstone Hotel Investors, Inc. | | | (516,829 | ) |
| | | | | | | | |
| | | | | | | (1,615,915 | ) |
| | |
| Software – (0.1)% | |
| 9,346 | | | SAP SE | | | (736,792 | ) |
| | |
| Trading Companies & Distributors – (0.0)% | |
| 663 | | | W.W. Grainger, Inc. | | | (139,230 | ) |
| | |
| TOTAL COMMON STOCKS SOLD SHORT | |
| (Cost $26,167,862) | | $ | (24,259,057 | ) |
| | |
| | | | | | | | |
| Exchange Traded Funds Sold Short – (5.8)% | |
| 54,156 | | | Consumer Discretionary Select Sector SPDR Fund | | $ | (4,385,011 | ) |
| 27,078 | | | Health Care Select Sector SPDR Fund | | | (1,931,745 | ) |
| 72,129 | | | Industrial Select Sector SPDR Fund | | | (3,914,441 | ) |
| 25,390 | | | iShares Core US Growth ETF | | | (2,091,374 | ) |
| 43,405 | | | iShares Russell 2000 ETF | | | (5,006,333 | ) |
| 12,780 | | | iShares US Real Estate ETF | | | (963,101 | ) |
| 89,382 | | | Materials Select Sector SPDR Fund | | | (4,047,217 | ) |
| 315,575 | | | SPDR S&P 500 ETF Trust | | | (65,617,510 | ) |
| 28,995 | | | SPDR S&P Biotech ETF | | | (1,931,937 | ) |
| 96,092 | | | SPDR S&P Regional Banking ETF | | | (4,115,620 | ) |
| 30,193 | | | Technology Select Sector SPDR Fund | | | (1,317,924 | ) |
| | |
| TOTAL EXCHANGE TRADED FUNDS SOLD SHORT | |
| (Cost $92,609,124) | | $ | (95,322,213 | ) |
| | |
| TOTAL SECURITIES SOLD SHORT – (7.3)% | |
| (Cost $(118,776,986)) | | $ | (119,581,270 | ) |
| | |
| OTHER ASSETS IN EXCESS OF OTHER LIABILITIES – 7.8% | | | 128,243,004 | |
| | |
| NET ASSETS – 100.0% | | $ | 1,653,446,712 | |
| | |
| | |
The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets. |
* | | Non-income producing security. |
(a) | | All or portion of security is pledged as collateral for short sales. Total market value of securities pledged as collateral on short sales amounts to $148,229,924, which represents approximately 9.0% of net assets as of October 31, 2015. |
(b) | | Exempt from registration under Rule 144A of the Securities Act of 1933. Under procedures approved by the Board of Trustees, such securities have been determined to be liquid by the Underlying Managers and may be resold, normally to qualified institutional buyers in transactions exempt from registration. Total market value of Rule 144A securities amounts to $142,813,794, which represents approximately 8.6% of net assets as of October 31, 2015. |
(c) | | Security with “Call” features with resetting interest rates. Maturity dates disclosed are the final maturity dates. |
(d) | | Pay-in-kind securities. |
(e) | | Variable rate security. Interest rate or distribution rate disclosed is that which is in effect on October 31, 2015. |
(f) | | Security is currently in default. |
(g) | | Senior Term Loans often require prepayments from excess cash flows or permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. The stated interest rate represents the weighted average interest rate of all contracts within the senior loan facility on October 31, 2015. Senior Term Loans typically have rates of interest which are predetermined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base lending rates are primarily the London-Interbank Offered Rate (“LIBOR”), and secondarily the prime rate offered by one or more major United States banks (the “Prime Rate”) and the certificate of deposit (“CD”) rate or other base lending rates used by commercial lenders. |
(h) | | This position represents an unsettled loan commitment at period end. Certain details associated with this purchase are not known prior to the settlement date, including coupon rate. |
(i) | | Joint repurchase agreement was entered into on October 30, 2015. Additional information appears on page 30. |
| | |
|
Currency Abbreviations: |
AUD | | —Australian Dollar |
CAD | | —Canadian Dollar |
CHF | | —Swiss Franc |
CNY | | —Chinese Yuan |
EUR | | —Euro |
GBP | | —British Pound |
INR | | —Indian Rupee |
JPY | | —Japanese Yen |
KRW | | —South Korean Won |
MXN | | —Mexican Peso |
NZD | | —New Zealand Dollar |
RUB | | —Russian Ruble |
USD | | —U.S. Dollar |
| | |
Investment Abbreviations: |
ADR | | —American Depositary Receipt |
CLO | | —Collateralized Loan Obligation |
ETF | | —Exchange Traded Fund |
GDR | | —Global Depository Receipt |
GO | | —General Obligation |
LIBOR | | —London Interbank Offered Rate |
LLC | | —Limited Liability Company |
LP | | —Limited Partnership |
RB | | —Revenue Bond |
|
| | |
26 | | The accompanying notes are an integral part of these financial statements. |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
|
ADDITIONAL INVESTMENT INFORMATION |
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS — At October 31, 2015, the Fund had the following forward foreign currency exchange contracts:
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS WITH UNREALIZED GAIN
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Counterparty | | Currency Purchased | | | Currency Sold | | | Current Value | | | Settlement Date | | | Unrealized Gain | |
Barclays Bank PLC | | GBP | | | 1,330,000 | | | | USD | | | | 2,031,819 | | | $ | 2,049,915 | | | | 12/15/15 | | | $ | 18,096 | |
| | USD | | | 3,451,398 | | | | EUR | | | | 3,040,000 | | | | 3,345,460 | | | | 12/15/15 | | | | 105,938 | |
| | USD | | | 4,040,409 | | | | GBP | | | | 2,620,000 | | | | 4,038,178 | | | | 12/15/15 | | | | 2,231 | |
Deutsche Bank AG (London) | | EUR | | | 22,243 | | | | USD | | | | 24,283 | | | | 24,460 | | | | 11/02/15 | | | | 176 | |
| | USD | | | 2,912,245 | | | | CHF | | | | 2,814,000 | | | | 2,851,757 | | | | 12/18/15 | | | | 60,487 | |
| | USD | | | 15,255,184 | | | | EUR | | | | 13,686,000 | | | | 15,062,320 | | | | 12/18/15 | | | | 192,863 | |
Merrill Lynch & Co., Inc. | | AUD | | | 8,177,000 | | | | USD | | | | 5,740,294 | | | | 5,816,589 | | | | 12/18/15 | | | | 76,297 | |
| | CAD | | | 19,675,000 | | | | USD | | | | 14,909,588 | | | | 15,042,463 | | | | 12/18/15 | | | | 132,873 | |
| | CHF | | | 4,766,000 | | | | USD | | | | 4,816,447 | | | | 4,829,949 | | | | 12/18/15 | | | | 13,501 | |
| | GBP | | | 10,576,000 | | | | USD | | | | 16,153,186 | | | | 16,300,610 | | | | 12/18/15 | | | | 147,426 | |
| | JPY | | | 389,992,000 | | | | USD | | | | 3,231,738 | | | | 3,234,708 | | | | 12/18/15 | | | | 2,971 | |
| | MXN | | | 43,244,000 | | | | USD | | | | 2,577,215 | | | | 2,608,823 | | | | 12/18/15 | | | | 31,605 | |
| | NZD | | | 5,873,000 | | | | USD | | | | 3,838,965 | | | | 3,962,436 | | | | 12/18/15 | | | | 123,473 | |
| | USD | | | 2,578,348 | | | | AUD | | | | 3,587,000 | | | | 2,551,561 | | | | 12/18/15 | | | | 26,787 | |
| | USD | | | 205,657 | | | | CAD | | | | 268,000 | | | | 204,899 | | | | 12/18/15 | | | | 759 | |
| | USD | | | 56,351,236 | | | | CHF | | | | 54,910,000 | | | | 55,646,762 | | | | 12/18/15 | | | | 704,473 | |
| | USD | | | 96,844,427 | | | | EUR | | | | 86,603,000 | | | | 95,312,159 | | | | 12/18/15 | | | | 1,532,272 | |
| | USD | | | 68,233,215 | | | | GBP | | | | 44,235,000 | | | | 68,178,666 | | | | 12/18/15 | | | | 54,549 | |
| | USD | | | 13,027,868 | | | | JPY | | | | 1,563,645,000 | | | | 12,969,336 | | | | 12/18/15 | | | | 58,531 | |
| | USD | | | 281,339 | | | | NZD | | | | 416,000 | | | | 280,670 | | | | 12/18/15 | | | | 668 | |
UBS AG (London) | | CNY | | | 37,208,464 | | | | USD | | | | 5,794,808 | | | | 5,858,217 | | | | 11/30/15 | | | | 63,408 | |
| | RUB | | | 307,089,044 | | | | USD | | | | 4,691,964 | | | | 4,766,029 | | | | 11/30/15 | | | | 74,065 | |
| | USD | | | 6,324,705 | | | | RUB | | | | 402,314,485 | | | | 6,243,930 | | | | 11/30/15 | | | | 80,776 | |
| | RUB | | | 155,316,582 | | | | USD | | | | 2,396,491 | | | | 2,410,517 | | | | 11/30/15 | | | | 14,026 | |
| | USD | | | 11,408,549 | | | | INR | | | | 747,491,925 | | | | 11,375,619 | | | | 11/30/15 | | | | 32,930 | |
| | USD | | | 1,970,188 | | | | RUB | | | | 126,047,708 | | | | 1,956,263 | | | | 11/30/15 | | | | 13,925 | |
TOTAL | | | | | | | $ | 3,565,106 | |
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS WITH UNREALIZED LOSS
| | | | | | | | | | | | | | | | | | | | | | | | |
Counterparty | | Currency Purchased | | | Currency Sold | | | Current Value | | | Settlement Date | | | Unrealized Loss | |
Barclays Bank PLC | | GBP | | | 930,000 | | | USD | | | 1,438,304 | | | $ | 1,433,399 | | | | 12/15/15 | | | $ | (4,905 | ) |
Commonwealth Bank of Australia | | EUR | | | 3,796,000 | | | USD | | | 4,277,728 | | | | 4,177,741 | | | | 12/18/15 | | | | (99,985 | ) |
Merrill Lynch & Co., Inc. | | AUD | | | 15,037,000 | | | USD | | | 10,911,618 | | | | 10,696,352 | | | | 12/18/15 | | | | (215,263 | ) |
| | CAD | | | 13,026,000 | | | USD | | | 10,043,328 | | | | 9,958,989 | | | | 12/18/15 | | | | (84,339 | ) |
| | CHF | | | 32,536,000 | | | USD | | | 34,065,271 | | | | 32,972,557 | | | | 12/18/15 | | | | (1,092,717 | ) |
| | EUR | | | 110,303,000 | | | USD | | | 125,101,193 | | | | 121,395,528 | | | | 12/18/15 | | | | (3,705,666 | ) |
| | GBP | | | 40,769,000 | | | USD | | | 63,088,281 | | | | 62,836,579 | | | | 12/18/15 | | | | (251,704 | ) |
| | JPY | | | 2,544,993,000 | | | USD | | | 21,253,645 | | | | 21,108,929 | | | | 12/18/15 | | | | (144,721 | ) |
| | MXN | | | 48,768,000 | | | USD | | | 2,950,231 | | | | 2,942,074 | | | | 12/18/15 | | | | (8,157 | ) |
| | NZD | | | 396,000 | | | USD | | | 268,717 | | | | 267,176 | | | | 12/18/15 | | | | (1,541 | ) |
| | USD | | | 46,548,527 | | | AUD | | | 66,278,000 | | | | 47,145,896 | | | | 12/18/15 | | | | (597,371 | ) |
| | USD | | | 60,552,392 | | | CAD | | | 80,238,000 | | | | 61,345,725 | | | | 12/18/15 | | | | (793,333 | ) |
| | USD | | | 348,534 | | | CHF | | | 344,000 | | | | 348,616 | | | | 12/18/15 | | | | (82 | ) |
| | USD | | | 20,644,878 | | | EUR | | | 18,842,000 | | | | 20,736,830 | | | | 12/18/15 | | | | (91,952 | ) |
| | |
The accompanying notes are an integral part of these financial statements. | | 27 |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Consolidated Schedule of Investments (continued)
October 31, 2015
|
ADDITIONAL INVESTMENT INFORMATION (continued) |
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS WITH UNREALIZED LOSS (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Counterparty | | Currency Purchased | | | Currency Sold | | | Current Value | | | Settlement Date | | | Unrealized Loss | |
Merrill Lynch & Co., Inc. (continued) | | USD | | | 30,402,842 | | | | GBP | | | | 19,925,000 | | | $ | 30,710,069 | | | | 12/18/15 | | | $ | (307,227 | ) |
| | USD | | | 65,625,383 | | | | JPY | | | | 7,916,125,000 | | | | 65,658,691 | | | | 12/18/15 | | | | (33,309 | ) |
| | USD | | | 20,474,436 | | | | MXN | | | | 347,329,000 | | | | 20,953,653 | | | | 12/18/15 | | | | (479,215 | ) |
| | USD | | | 18,939,414 | | | | NZD | | | | 30,286,000 | | | | 20,433,570 | | | | 12/18/15 | | | | (1,494,158 | ) |
UBS AG (London) | | RUB | | | 41,216,659 | | | | USD | | | | 640,408 | | | | 639,683 | | | | 11/30/15 | | | | (725 | ) |
| | USD | | | 17,427,196 | | | | CNY | | | | 111,185,602 | | | | 17,505,409 | | | | 11/30/15 | | | | (78,215 | ) |
| | INR | | | 188,428,634 | | | | USD | | | | 2,889,345 | | | | 2,867,579 | | | | 11/30/15 | | | | (21,766 | ) |
TOTAL | | | | | | | $ | (9,506,351 | ) |
FUTURES CONTRACTS — At October 31, 2015, the Fund had the following futures contracts:
| | | | | | | | | | | | | | |
Type | | Number of Contracts Long (Short) | | | Expiration Date | | Current Value | | | Unrealized Gain (Loss) | |
Australian Dollar | | | 3 | | | December 2015 | | $ | 213,510 | | | $ | 553 | |
Australian 10 Year Government Bonds | | | 351 | | | December 2015 | | | 32,378,977 | | | | 160,423 | |
British Pound | | | (4 | ) | | December 2015 | | | (385,550 | ) | | | (397 | ) |
CAC40 Index | | | 147 | | | November 2015 | | | 7,913,507 | | | | 327,109 | |
Canadian Dollar | | | 8 | | | December 2015 | | | 611,600 | | | | 4,721 | |
Canada 10 Year Government Bonds | | | 57 | | | December 2015 | | | 6,124,579 | | | | (35,227 | ) |
Copper | | | (34 | ) | | December 2015 | | | (1,969,875 | ) | | | 21,222 | |
Corn | | | 325 | | | December 2015 | | | 6,211,562 | | | | 30,304 | |
DAX Index | | | (22 | ) | | December 2015 | | | (6,543,717 | ) | | | (219,313 | ) |
DJIA E-Mini Index | | | 139 | | | December 2015 | | | 12,227,830 | | | | (35,313 | ) |
Euro FX | | | (1,039 | ) | | December 2015 | | | (142,979,388 | ) | | | (358,254 | ) |
Euro Stoxx 50 Index | | | 177 | | | December 2015 | | | 6,623,535 | | | | 4,947 | |
FTSE 100 Index | | | (217 | ) | | December 2015 | | | (21,142,109 | ) | | | 93,153 | |
90 Day Euro | | | 2,448 | | | March 2017 | | | 604,962,000 | | | | 604,966 | |
Gold 100 Oz | | | 1 | | | December 2015 | | | 114,140 | | | | (98 | ) |
Japanese Yen | | | (25 | ) | | December 2015 | | | (2,590,000 | ) | | | (7,848 | ) |
Japan 10 Year Government Bonds | | | 1 | | | December 2015 | | | 1,231,126 | | | | 80 | |
NASDAQ 100 E-Mini Index | | | 266 | | | December 2015 | | | 24,702,090 | | | | 895,596 | |
Nikkei 225 Index | | | (17 | ) | | December 2015 | | | (2,689,401 | ) | | | (20,419 | ) |
Russell 2000 Mini Index | | | (60 | ) | | December 2015 | | | (6,949,800 | ) | | | (56,944 | ) |
Soybean | | | 29 | | | January 2016 | | | 1,284,338 | | | | 4,750 | |
S&P 500 E-Mini Index | | | 269 | | | December 2015 | | | 27,891,265 | | | | 131,796 | |
Topix Index | | | 100 | | | December 2015 | | | 12,915,389 | | | | 494,499 | |
U.S. Long Bonds | | | 70 | | | December 2015 | | | 10,950,625 | | | | (18,996 | ) |
3 Month Euribor Interest Rate | | | 1,659 | | | March 2017 | | | 456,581,655 | | | | 747,450 | |
3 Month Sterling Interest Rate | | | 1,056 | | | March 2017 | | | 201,354,449 | | | | 284,275 | |
Euro-Bobl | | | 75 | | | December 2015 | | | 10,673,756 | | | | (9,881 | ) |
Euro-Bund | | | 194 | | | December 2015 | | | 33,537,949 | | | | 276,929 | |
10 Year Mini Japanese Government Bonds | | | 15 | | | December 2015 | | | 1,846,441 | | | | 341 | |
U.K. Long Gilt | | | 65 | | | December 2015 | | | 11,799,016 | | | | (62,964 | ) |
5 Year U.S. Treasury Notes | | | 427 | | | December 2015 | | | 51,143,258 | | | | (413,445 | ) |
10 Year U.S. Treasury Notes | | | 408 | | | December 2015 | | | 52,096,500 | | | | (131,390 | ) |
TOTAL | | | | | | | | | | | | $ | 2,712,625 | |
| | |
28 | | The accompanying notes are an integral part of these financial statements. |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
|
ADDITIONAL INVESTMENT INFORMATION (continued) |
TOTAL RETURN SWAP CONTRACTS ON EQUITY INDICES(a)
| | | | | | | | | | | | | | | | | | |
Counterparty | | Reference Security | | Notional Amount (000s) | | | Termination Date | | | Financing Fee | | | Unrealized Gain (Loss)* | |
JPMorgan Chase Bank (London) | | iBoxx USD Liquid High Yield Index | | $ | 10,807 | | | | 12/20/15 | | | | 0.208 | % | | $ | (61,817 | ) |
| | iBoxx USD Liquid High Yield Index | | | 436 | | | | 12/20/15 | | | | 0.325 | | | | (3,402 | ) |
TOTAL | | | | | | | | | | | | | | | | $ | (65,219 | ) |
| (a) | | The Fund receives quarterly payments based on any positive quarterly return of the Referenced Obligation. The Fund makes payments on any negative quarterly return of such Referenced Obligation. |
| * | | There are no upfront payments on the swap contracts, therefore the unrealized gain (loss) of the swap contracts is equal to their market value. |
WRITTEN OPTION CONTRACTS
For the period ended October 31, 2015, the Fund had the following options activities:
OPTIONS ON EQUITIES CONTRACTS
| | | | | | | | |
| | Contracts | | | Premiums Received | |
Contracts Outstanding December 31, 2014 | | | — | | | | — | |
Contracts Written | | | 1,833 | | | | 354,619 | |
Contracts Bought to Close | | | (1,769 | ) | | | (348,389 | ) |
Contracts Expired | | | (64 | ) | | | (6,230 | ) |
Contracts Outstanding December 31, 2015 | | | — | | | | — | |
WRITTEN OPTION CURRENCY CONTRACTS
| | | | | | | | |
| | Notional Amount (000s) | | | Premiums Received | |
Contracts Outstanding December 31, 2014 | | | 19,475 | | | $ | 235,952 | |
Contracts Bought to Close | | | (2,797 | ) | | | (67,922 | ) |
Contracts Expired | | | (16,678 | ) | | | (168,030 | ) |
Contracts Outstanding October 31, 2015 | | | — | | | $ | — | |
INTEREST RATE SWAPTION CONTRACTS
| | | | | | | | |
| | Notional Amount (000s) | | | Premiums Received | |
Contracts Outstanding December 31, 2014 | | | 23,032 | | | $ | 585,049 | |
Contracts Bought to Close | | | (19,382 | ) | | | (568,440 | ) |
Contracts Expired | | | (3,650 | ) | | | (16,609 | ) |
Contracts Outstanding October 31, 2015 | | | — | | | $ | — | |
| | |
The accompanying notes are an integral part of these financial statements. | | 29 |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Consolidated Schedule of Investments (continued)
October 31, 2015
|
ADDITIONAL INVESTMENT INFORMATION (continued) |
OPTIONS ON FUTURES CONTRACTS
| | | | | | | | |
| | Contracts | | | Premiums Received | |
Contracts Outstanding December 31, 2014 | | | — | | | $ | — | |
Contracts Written | | | 568 | | | | 105,394 | |
Contracts Bought to Close | | | (456 | ) | | | (83,617 | ) |
Contracts Expired | | | (112 | ) | | | (21,777 | ) |
Contracts Outstanding October 31, 2015 | | | — | | | $ | — | |
JOINT REPURCHASE AGREEMENT ACCOUNT II — At October 31, 2015, the Fund had undivided interests in the Joint Repurchase Agreement Account II, with a maturity date of November 2, 2015, as follows:
| | | | |
Principal Amount | | Maturity Value | | Collateral Allocation Value |
$631,300,000 | | $631,303,234 | | $645,314,970 |
REPURCHASE AGREEMENTS — At October 31, 2015, the Principal Amount of the Fund’s interest in the Joint Repurchase Agreement Account II was as follows:
| | | | | | | | |
Counterparty | | Interest Rate | | | Principal Amounts | |
BNP Paribas Securities Co. | | | 0.090 | % | | $ | 269,930,183 | |
Citigroup Global Markets, Inc. | | | 0.100 | | | | 138,895,646 | |
Merrill Lynch & Co., Inc. | | | 0.090 | | | | 222,474,171 | |
TOTAL | | | | | | $ | 631,300,000 | |
At October 31, 2015, the Joint Repurchase Agreement Account II was fully collateralized by:
| | | | | | | | |
Issuer | | Interest Rates | | | Maturity Dates | |
Federal Home Loan Bank | | | 0.625 | % | | | 12/28/16 | |
Federal Home Loan Mortgage Corp. | | | 1.000 to 7.500 | | | | 07/28/17 to 07/01/45 | |
Federal National Mortgage Association | | | 2.000 to 7.500 | | | | 04/01/16 to 11/01/45 | |
Government National Mortgage Association | | | 3.000 to 6.000 | | | | 05/15/18 to 10/20/45 | |
United States Treasury Inflation Protected Securities | | | 1.875 | | | | 07/15/19 | |
U.S. Treasury Notes | | | 1.000 | | | | 09/30/19 | |
United States Treasury Stripped Securities | | | 0.000 | | | | 05/15/34 to 11/15/36 | |
| | |
30 | | The accompanying notes are an integral part of these financial statements. |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Consolidated Statement of Assets and Liabilities(a)
October 31, 2015
| | | | | | |
| | | | | |
| | Assets: | |
| | Investments, at value (cost $1,037,088,984) | | $ | 1,013,575,337 | |
| | Repurchase agreement, at value which equals cost | | | 631,300,000 | |
| | Cash | | | 46,960,839 | |
| | Foreign currencies, at value (cost $1,132,500) | | | 1,128,401 | |
| | Variation margin on certain derivative contracts | | | 1,036,769 | |
| | Unrealized gain on forward foreign currency exchange contracts | | | 3,565,106 | |
| | Receivables: | | | | |
| | Collateral on certain derivative contracts(b) | | | 72,955,848 | |
| | Investments sold | | | 14,315,072 | |
| | Fund shares sold | | | 8,604,020 | |
| | Dividends and interest | | | 6,920,759 | |
| | Foreign tax reclaims | | | 73,071 | |
| | Other assets | | | 170,640 | |
| | Total assets | | | 1,800,605,862 | |
| | | | | | |
| | Liabilities: | | | | |
| | Securities sold short, at value (proceeds received $118,776,986) | | | 119,581,270 | |
| | Unrealized loss on forward foreign currency exchange contracts | | | 9,506,351 | |
| | Unrealized loss on swap contracts | | | 65,219 | |
| | Payables: | | | | |
| | Investments purchased | | | 9,504,133 | |
| | Fund shares redeemed | | | 4,339,106 | |
| | Management fees | | | 3,073,360 | |
| | Distribution and service fees and transfer agency fees | | | 221,773 | |
| | Dividend expense payable on securities sold short | | | 91,453 | |
| | Payable for organization costs | | | 50,000 | |
| | Accrued expenses and other liabilities | | | 726,485 | |
| | Total liabilities | | | 147,159,150 | |
| | | | | | |
| | Net Assets: | | | | |
| | Paid-in capital | | | 1,708,762,817 | |
| | Distributions in excess of net investment income (loss) | | | 9,653,507 | |
| | Accumulated net realized loss | | | (37,386,270 | ) |
| | Net unrealized loss | | | (27,583,342 | ) |
| | NET ASSETS | | $ | 1,653,446,712 | |
| | Net Assets: | | | | |
| | Class A | | $ | 217,306,593 | |
| | Class C | | | 79,891,105 | |
| | Institutional | | | 1,236,591,779 | |
| | Class IR | | | 119,569,823 | |
| | Class R | | | 87,412 | |
| | Total Net Assets | | $ | 1,653,446,712 | |
| | Shares Outstanding $0.001 par value (unlimited number of shares authorized): | | | | |
| | Class A | | | 21,033,340 | |
| | Class C | | | 7,860,533 | |
| | Institutional | | | 118,882,218 | |
| | Class IR | | | 11,526,490 | |
| | Class R | | | 8,492 | |
| | Net asset value, offering and redemption price per share:(c) | | | | |
| | Class A | | | $10.33 | |
| | Class C | | | 10.16 | |
| | Institutional | | | 10.40 | |
| | Class IR | | | 10.37 | |
| | Class R | | | 10.29 | |
| (a) | | Statement of Assets and Liabilities for the Fund is consolidated and includes the balances of a wholly-owned subsidiary, Cayman Commodity — MMA, Ltd. Accordingly, all interfund balances and transactions have been eliminated. |
| (b) | | Includes segregated cash of $16,085,188, $9,760,000, $362,470, $46,748,190 relating to initial margin requirements and/or collateral on futures, forwards, swaps, and short sales transactions. |
| (c) | | Maximum public offering price per share for Class A Shares is $10.93. At redemption, Class C Shares may be subject to a contingent deferred sales charge, assessed on the amount equal to the lesser of the current net asset value (“NAV”) or the original purchase price of the shares. |
| | |
The accompanying notes are an integral part of these financial statements. | | 31 |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Consolidated Statements of Operations(a)
| | | | | | | | | | |
| | | | For the Period January 1, 2015 – October 31, 2015* | | | For the Year Ended December 31, 2014 | |
| | Investment income: | | | | | |
| | Interest | | $ | 21,969,103 | | | $ | 8,391,469 | |
| | Dividends (net of foreign withholding taxes of $329,781 and $71,610, respectively) | | | 7,692,129 | | | | 4,003,856 | |
| | Total investment income | | | 29,661,232 | | | | 12,395,325 | |
| | | | | | | | | | |
| | Expenses: | | | | | | | | |
| | Management fees | | | 22,814,688 | | | | 10,606,839 | |
| | Dividend expense for securities sold short | | | 2,086,049 | | | | 896,179 | |
| | Prime broker fees | | | 1,737,090 | | | | 647,154 | |
| | Custody, accounting and administrative services | | | 1,171,216 | | | | 997,479 | |
| | Distribution and Service fees(b) | | | 877,860 | | | | 415,704 | |
| | Transfer Agency fees(b) | | | 856,061 | | | | 397,907 | |
| | Professional fees | | | 351,945 | | | | 760,220 | |
| | Printing and mailing costs | | | 259,742 | | | | 122,411 | |
| | Registration fees | | | 105,041 | | | | 218,582 | |
| | Amortization of offering costs | | | — | | | | 317,988 | |
| | Trustee fees | | | 82,511 | | | | 75,718 | |
| | Organization Costs | | | 50,000 | | | | — | |
| | Other | | | 204,811 | | | | 149,181 | |
| | Total expenses | | | 30,597,014 | | | | 15,605,362 | |
| | Less — expense reductions | | | (924,744 | ) | | | (2,009,234 | ) |
| | Net expenses | | | 29,672,270 | | | | 13,596,128 | |
| | NET INVESTMENT INCOME (LOSS) | | | (11,038 | ) | | | (1,200,803 | ) |
| | | | | | | | | | |
| | Realized and unrealized gain (loss): | | | | | |
| | Net realized gain (loss) from: | | | | | | | | |
| | Investments | | | (34,017,589 | ) | | | 822,003 | |
| | Investments sold short | | | (669,872 | ) | | | (3,137,718 | ) |
| | Futures contracts | | | (4,865,317 | ) | | | 13,806,903 | |
| | Written options | | | 222,604 | | | | 837,518 | |
| | Swap contracts | | | (1,312,423 | ) | | | (209,905 | ) |
| | Forward foreign currency exchange contracts | | | 9,688,743 | | | | 2,333,516 | |
| | Foreign currency transactions | | | 1,968,260 | | | | 244,931 | |
| | Net change in unrealized gain (loss) on: | | | | | | | | |
| | Investments (including the effects of the net change in the foreign capital gains tax liability of $11,187, $0, respectively) | | | (32,823,503 | ) | | | 3,579,806 | |
| | Investments sold short | | | 2,031,549 | | | | (2,835,833 | ) |
| | Futures contracts | | | 846,865 | | | | 1,236,273 | |
| | Written options | | | 400,600 | | | | (358,637 | ) |
| | Swap contracts | | | 1,557,176 | | | | (1,572,894 | ) |
| | Forward foreign currency exchange contracts | | | (7,600,719 | ) | | | 1,552,422 | |
| | Foreign currency translation | | | 40,436 | | | | (5,229 | ) |
| | Net realized and unrealized gain (loss) | | | (64,533,190 | ) | | | 16,293,156 | |
| | NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | (64,544,228 | ) | | $ | 15,092,353 | |
| * | | The Fund changed its fiscal year end from December 31 to October 31. |
| (a) | | Statement of Operations for the Fund is consolidated and includes the balances of a wholly-owned subsidiary, Cayman Commodity — MMA, Ltd. Accordingly, all interfund balances and transactions have been eliminated. |
| (b) | | Class specific Distribution and Service and Transfer Agency fees were as follows: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Distribution and Service Fees | | | Transfer Agency Fees | |
| | Class A | | | Class C | | | Class R | | | Class A | | | Class C | | | Institutional | | | Class IR | | | Class R | |
For the Period January 1, 2015 - October 31, 2015 | | $ | 353,238 | | | $ | 524,259 | | | $ | 363 | | | $ | 268,461 | | | $ | 99,609 | | | $ | 349,689 | | | $ | 138,164 | | | $ | 138 | |
For the Year Ended December 31, 2014 | | | 214,743 | | | | 200,823 | | | | 138 | | | | 163,205 | | | | 38,156 | | | | 162,598 | | | | 33,895 | | | | 53 | |
| | |
32 | | The accompanying notes are an integral part of these financial statements. |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Consolidated Statements of Changes in Net Assets(a)
| | | | | | | | | | | | | | |
| | | | For the Period January 1, 2015 - October 31, 2015* | | | For the Year Ended December 31, 2014 | | | For the Fiscal Year Ended December 31, 2013(b) | |
| | From operations: | | | | | | | | | | | | |
| | Net investment income (loss) | | $ | (11,038 | ) | | $ | (1,200,803 | ) | | $ | (143,235 | ) |
| | Net realized gain (loss) | | | (28,985,594 | ) | | | 14,697,248 | | | | 1,274,851 | |
| | Net change in unrealized gain (loss) | | | (35,547,596 | ) | | | 1,595,908 | | | | 6,368,346 | |
| | Net increase (decrease) in net assets resulting from operations | | | (64,544,228 | ) | | | 15,092,353 | | | | 7,499,962 | |
| | | | | | | | | | | | | | |
| | Distributions to shareholders: | | | | | | | | | | | | |
| | From net investment income | | | | | | | | | | | | |
| | Class A Shares | | | — | | | | (394,559 | ) | | | — | |
| | Class C Shares | | | — | | | | (17,831 | ) | | | — | |
| | Institutional Shares | | | — | | | | (3,996,787 | ) | | | — | |
| | Class IR Shares | | | — | | | | (251,033 | ) | | | — | |
| | Class R Shares | | | — | | | | (9 | ) | | | — | |
| | From net realized gains | | | | | | | | | | | | |
| | Class A Shares | | | — | | | | (1,229,026 | ) | | | (115,948 | ) |
| | Class C Shares | | | — | | | | (408,632 | ) | | | (5,511 | ) |
| | Institutional Shares | | | — | | | | (6,672,737 | ) | | | (731,502 | ) |
| | Class IR Shares | | | — | | | | (324,476 | ) | | | (37,110 | ) |
| | Class R Shares | | | — | | | | (326 | ) | | | (147 | ) |
| | Total distributions to shareholders | | | — | | | | (13,295,416 | ) | | | (890,218 | ) |
| | | | | | | | | | | | | | |
| | From share transactions: | | | | | | | | | | | | |
| | Proceeds from sales of shares | | | 1,468,001,874 | | | | 814,465,224 | | | | 189,767,210 | |
| | Reinvestment of distributions | | | — | | | | 13,076,031 | | | | 835,259 | |
| | Cost of shares redeemed | | | (576,132,576 | ) | | | (193,873,429 | ) | | | (6,655,334 | ) |
| | Net increase in net assets resulting from share transactions | | | 891,869,298 | | | | 633,667,826 | | | | 183,947,135 | |
| | TOTAL INCREASE | | | 827,325,070 | | | | 635,464,763 | | | | 190,556,879 | |
| | | | | | | | | | | | | | |
| | Net assets: | | | | | | | | | | | | |
| | Beginning of period | | | 826,121,642 | | | | 190,656,879 | | | | 100,000 | |
| | End of period | | $ | 1,653,446,712 | | | $ | 826,121,642 | | | $ | 190,656,879 | |
| | Undistributed (distributions in excess of) net investment income (loss) | | $ | 9,653,507 | | | $ | (724,059 | ) | | $ | 199,876 | |
| * | | The Fund changed its fiscal year end from December 31 to October 31. |
| (a) | | Statement of Changes in Net Assets for the Fund is consolidated and includes the balances of wholly-owned subsidiary, Cayman Commodity — MMA, Ltd. Accordingly, all interfund balances and transactions have been eliminated. |
| (b) | | Commenced operation on April 30, 2013. |
| | |
The accompanying notes are an integral part of these financial statements. | | 33 |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Consolidated Financial Highlights
Selected Data for a Share Outstanding Throughout Each Period
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Income (loss) from investment operations | | | Distributions to shareholders | |
| | Year - Share Class | | Net asset value, beginning of period | | | Net investment income (loss)(a) | | | Net realized and unrealized gain (loss) | | | Total from investment operations | | | From net investment income | | | From net realized gains | | | Total distributions | |
FOR THE PERIOD JANUARY 1, 2015 - OCTOBER 31,* | |
| | 2015 - A | | $ | 10.58 | | | $ | (0.03 | ) | | $ | (0.22 | ) | | $ | (0.25 | ) | | $ | — | | | $ | — | | | $ | — | |
| | 2015 - C | | | 10.47 | | | | (0.09 | ) | | | (0.22 | ) | | | (0.31 | ) | | | — | | | | — | | | | — | |
| | 2015 - Institutional | | | 10.61 | | | | 0.01 | | | | (0.22 | ) | | | (0.21 | ) | | | — | | | | — | | | | — | |
| | 2015 - IR | | | 10.60 | | | | — | (e) | | | (0.23 | ) | | | (0.23 | ) | | | — | | | | — | | | | — | |
| | 2015 - R | | | 10.56 | | | | (0.04 | ) | | | (0.23 | ) | | | (0.27 | ) | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FOR THE FISCAL YEAR ENDED DECEMBER 31, | |
| | 2014 - A | | | 10.46 | | | | (0.06 | ) | | | 0.33 | | | | 0.27 | | | | (0.03 | ) | | | (0.12 | ) | | | (0.15 | ) |
| | 2014 - C | | | 10.40 | | | | (0.14 | ) | | | 0.33 | | | | 0.19 | | | | — | (e) | | | (0.12 | ) | | | (0.12 | ) |
| | 2014 - Institutional | | | 10.49 | | | | (0.01 | ) | | | 0.31 | | | | 0.30 | | | | (0.06 | ) | | | (0.12 | ) | | | (0.18 | ) |
| | 2014 - IR | | | 10.48 | | | | (0.03 | ) | | | 0.33 | | | | 0.30 | | | | (0.06 | ) | | | (0.12 | ) | | | (0.18 | ) |
| | 2014 - R | | | 10.44 | | | | (0.07 | ) | | | 0.31 | | | | 0.24 | | | | — | (e) | | | (0.12 | ) | | | (0.12 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FOR THE PERIOD ENDED DECEMBER 31, | |
| | 2013 - A (Commenced April 30, 2013) | | | 10.00 | | | | (0.03 | ) | | | 0.55 | | | | 0.52 | | | | — | | | | (0.06 | ) | | | (0.06 | ) |
| | 2013 - C (Commenced April 30, 2013) | | | 10.00 | | | | (0.08 | ) | | | 0.54 | | | | 0.46 | | | | — | | | | (0.06 | ) | | | (0.06 | ) |
| | 2013 - Institutional (Commenced April 30, 2013) | | | 10.00 | | | | (0.01 | ) | | | 0.56 | | | | 0.55 | | | | — | | | | (0.06 | ) | | | (0.06 | ) |
| | 2013 - IR (Commenced April 30, 2013) | | | 10.00 | | | | (0.01 | ) | | | 0.55 | | | | 0.54 | | | | — | | | | (0.06 | ) | | | (0.06 | ) |
| | 2013 - R (Commenced April 30, 2013) | | | 10.00 | | | | (0.06 | ) | | | 0.56 | | | | 0.50 | | | | — | | | | (0.06 | ) | | | (0.06 | ) |
| * | | The Fund changed its fiscal year end from December 31 to October 31. |
| (a) | | Calculated based on the average shares outstanding methodology. |
| (b) | | Assumes investment at the net asset value at the beginning of the period, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the period and no sales or redemption charges. Total returns would be reduced if a sales or redemption charge was taken into account. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Total returns for periods less than one full year are not annualized. |
| (c) | | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
| (e) | | Amount is less than $0.005 per share. |
| | |
34 | | The accompanying notes are an integral part of these financial statements. |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Net asset value, end of period | | | | | Total return(b) | | | | | Net assets, end of period (in 000s) | | | | | Ratio of net expenses to average net assets (including dividend expenses for securities sold short) | | | | | Ratio of net expenses to average net assets (excluding dividend expenses for securities sold short) | | | | | Ratio of total expenses to average net assets (including dividend expenses for securities sold short) | | | | | Ratio of total expenses (excluding dividend expenses for securities sold short) | | | | | Ratio of net investment income (loss) to average net assets | | | | | Portfolio turnover rate(c) | |
| |
| | $ | 10.33 | | | | | | (2.36 | )% | | | | $ | 217,307 | | | | | | 2.89 | %(d) | | | | | 2.71 | %(d) | | | | | 2.97 | %(d) | | | | | 2.78 | %(d) | | | | | (0.29 | )%(d) | | | | | 130 | % |
| | | 10.16 | | | | | | (2.87 | ) | | | | | 79,891 | | | | | | 3.64 | (d) | | | | | 3.46 | (d) | | | | | 3.72 | (d) | | | | | 3.53 | (d) | | | | | (1.04 | )(d) | | | | | 130 | |
| | | 10.40 | | | | | | (1.98 | ) | | | | | 1,236,592 | | | | | | 2.49 | (d) | | | | | 2.31 | (d) | | | | | 2.57 | (d) | | | | | 2.39 | (d) | | | | | 0.11 | (d) | | | | | 130 | |
| | | 10.37 | | | | | | (2.08 | ) | | | | | 119,570 | | | | | | 2.64 | (d) | | | | | 2.46 | (d) | | | | | 2.72 | (d) | | | | | 2.53 | (d) | | | | | (0.02 | )(d) | | | | | 130 | |
| | | 10.29 | | | | | | (2.56 | ) | | | | | 87 | | | | | | 3.14 | (d) | | | | | 2.96 | (d) | | | | | 3.24 | (d) | | | | | 3.05 | (d) | | | | | (0.49 | )(d) | | | | | 130 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| | | 10.58 | | | | | | 2.61 | | | | | | 116,593 | | | | | | 2.85 | | | | | | 2.68 | | | | | | 3.23 | | | | | | 3.06 | | | | | | (0.53 | ) | | | | | 144 | |
| | | 10.47 | | | | | | 1.84 | | | | | | 38,207 | | | | | | 3.64 | | | | | | 3.45 | | | | | | 3.99 | | | | | | 3.80 | | | | | | (1.33 | ) | | | | | 144 | |
| | | 10.61 | | | | | | 3.00 | | | | | | 628,397 | | | | | | 2.45 | | | | | | 2.28 | | | | | | 2.82 | | | | | | 2.65 | | | | | | (0.11 | ) | | | | | 144 | |
| | | 10.60 | | | | | | 2.85 | | | | | | 42,894 | | | | | | 2.62 | | | | | | 2.44 | | | | | | 3.06 | | | | | | 2.86 | | | | | | (0.27 | ) | | | | | 144 | |
| | | 10.56 | | | | | | 2.30 | | | | | | 30 | | | | | | 3.05 | | | | | | 2.91 | | | | | | 3.46 | | | | | | 3.32 | | | | | | (0.69 | ) | | | | | 144 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| | | 10.46 | | | | | | 5.20 | | | | | | 25,304 | | | | | | 2.55 | (d) | | | | | 2.55 | (d) | | | | | 3.88 | (d) | | | | | 3.88 | (d) | | | | | (0.42 | )(d) | | | | | 102 | |
| | | 10.40 | | | | | | 4.60 | | | | | | 1,427 | | | | | | 3.30 | (d) | | | | | 3.30 | (d) | | | | | 4.72 | (d) | | | | | 4.72 | (d) | | | | | (1.19 | )(d) | | | | | 102 | |
| | | 10.49 | | | | | | 5.40 | | | | | | 156,849 | | | | | | 2.15 | (d) | | | | | 2.15 | (d) | | | | | 3.64 | (d) | | | | | 3.64 | (d) | | | | | (0.17 | )(d) | | | | | 102 | |
| | | 10.48 | | | | | | 5.40 | | | | | | 7,051 | | | | | | 2.30 | (d) | | | | | 2.30 | (d) | | | | | 3.62 | (d) | | | | | 3.62 | (d) | | | | | (0.19 | )(d) | | | | | 102 | |
| | | 10.44 | | | | | | 5.00 | | | | | | 26 | | | | | | 2.79 | (d) | | | | | 2.79 | (d) | | | | | 4.36 | (d) | | | | | 4.36 | (d) | | | | | (0.90 | )(d) | | | | | 102 | |
| | |
The accompanying notes are an integral part of these financial statements. | | 35 |
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Notes to Financial Statements
October 31, 2015
Goldman Sachs Trust II (the “Trust”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust includes the Goldman Sachs Multi-Manager Alternatives Fund (the “Fund”). The Fund is a non-diversified portfolio and currently offers five classes of shares: Class A, Class C, Institutional, Class IR, and Class R Shares. The Fund commenced operations on April 30, 2013. Effective October 1, 2015, the Fund changed its fiscal year end from December 31 to October 31.
Class A Shares are sold with a front-end sales charge of up to 5.50%. Class C Shares are sold with a contingent deferred sales charge (“CDSC”) of 1.00%, which is imposed on redemptions made within 12 months of purchase. Institutional, Class IR and Class R Shares are not subject to a sales charge.
Goldman Sachs Asset Management, L.P. (“GSAM”), an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as investment adviser to the Fund pursuant to a management agreement (the “Agreement”) with the Trust. As of October 31, 2015, GSAM had sub-advisory agreements (the “Sub-Advisory Agreements”) for the Fund with Ares Capital Management II LLC (“Ares”), Atreaus Capital, LP (“Atreaus”) (Underlying Manager for the Fund and Subsidiary, as defined below), Brigade Capital Management, LP (“Brigade”), Corsair Capital Management, L.P. (“Corsair”), First Pacific Advisors, LLC (“FPA”), Graham Capital Management, L.P. (“GCM”), Lateef Investment Management, L.P. (“Lateef”), Polaris Capital Management, LLC (“Polaris”) and Sirios Capital Management, L.P. (“Sirios”) (the “Underlying Managers”). Pursuant to the terms of the Sub-Advisory Agreements, the Underlying Managers are responsible for making investment decisions and managing the investments of the Fund. GSAM compensates the Underlying Managers directly in accordance with the terms of the Sub-Advisory Agreements. The Fund is not charged any separate or additional investment advisory fees by the Underlying Managers. As of June 23, 2015, GAM International Management Limited (“GAM”) no longer served as an Underlying Manager of the Fund. As of October 20, 2015, Halcyon Liquid Strategies IC Management LP (“Halcyon”) no longer served as an Underlying Manager of the Fund.
|
2. SIGNIFICANT ACCOUNTING POLICIES |
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and require management to make estimates and assumptions that may affect the reported amounts and disclosures. Actual results may differ from those estimates and assumptions.
A. Basis of Consolidation for the Multi-Manager Alternatives Fund — The Cayman Commodity - MMA, Ltd. (the “Subsidiary”), a Cayman Islands exempted company, was incorporated on January 14, 2014 and is currently a wholly-owned subsidiary of the Fund. The Subsidiary acts as an investment vehicle for the Fund to enable the Fund to gain exposure to certain types of commodity-linked derivative instruments. The Fund is the sole shareholder of the Subsidiary pursuant to a subscription agreement dated as of September 3, 2015, and it is intended that the Fund will remain the sole shareholder and will continue to control the Subsidiary. Under the Memorandum and Articles of Association of the Subsidiary, shares issued by the Subsidiary confer upon a shareholder the right to vote at general meetings of the Subsidiary and certain rights in connection with any winding-up or repayment of capital, as well as the right to participate in the profits or assets of the Subsidiary. All inter-fund balances and transactions have been eliminated in consolidation. As of October 31, 2015, the Fund’s net assets were $1,653,537,071, of which, $47,359,906, or 3%, represented the Subsidiary’s net assets.
B. Investment Valuation — The Fund’s valuation policy is to value investments at fair value.
C. Investment Income and Investments — Investment income includes interest income and dividend income, net of any foreign withholding taxes, less any amounts reclaimable. Interest income is accrued daily and adjusted for amortization of premiums and accretion of discounts. Dividend income is recognized on ex-dividend date or, for certain foreign securities, as soon as such information is obtained subsequent to the ex-dividend date. Investment transactions are reflected on trade date. Realized gains and losses are calculated using identified cost. Investment transactions are recorded on the following business day for daily net asset value (“NAV”) calculations. Any foreign capital gains tax is accrued daily based upon net unrealized gains, and is payable upon sale of such investments. Distributions received from the Fund’s investments in U.S. real estate investment trusts
36
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
|
2. SIGNIFICANT ACCOUNTING POLICIES (continued) |
(“REITs”) may be characterized as ordinary income, net capital gain or a return of capital. A return of capital is recorded by the Fund as a reduction to the cost basis of the REIT.
For derivative contracts, realized gains and losses are recorded upon settlement of the contract. Upfront payments, if any, are made or received upon entering into a swap agreement and are reflected in the Statement of Assets and Liabilities. Upfront payments are recognized over the contract’s term/event as realized gains or losses, with the exception of forward starting interest rate swaps whose realized gains or losses are recognized from the effective start date. For securities with paydown provisions, principal payments received are treated as a proportionate reduction to the cost basis of the securities, and excess or shortfall amounts are recorded as income. For treasury inflation protected securities (“TIPS”), adjustments to principal due to inflation/deflation are reflected as increases/decreases to interest income with a corresponding adjustment to cost.
D. Class Allocations and Expenses — Investment income, realized and unrealized gain (loss), and non-class specific expenses of the Fund are allocated daily based upon the proportion of net assets of each class. Class specific expenses, where applicable, are borne by the respective share classes and include Distribution and Service, Transfer Agency and Service and Shareholder Administration fees. Non-class specific expenses directly incurred by a Fund are charged to that Fund, while such expenses incurred by the Trust are allocated across the applicable Funds on a straight-line and/or pro-rata basis depending upon the nature of the expenses.
E. Organization Costs — Organization costs paid in connection with the organization of the Cayman Commodity – MMA, Ltd. were expensed on the first day of operations.
F. Federal Taxes and Distributions to Shareholders — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to regulated investment companies (mutual funds) and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, the Fund is not required to make any provisions for the payment of federal income tax. Distributions to shareholders are recorded on the ex-dividend date. Income and capital gains distributions, if any, are declared and paid annually.
Net capital losses are carried forward to future fiscal years and may be used to the extent allowed by the Code to offset any future capital gains. Losses that are carried forward will retain their character as either short-term or long-term capital losses. Utilization of capital loss carryforwards will reduce the requirement of future capital gains distributions.
The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with federal income tax rules, which may differ from GAAP. The source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income, net realized gain or capital. Certain components of the Fund’s net assets on the Statement of Assets and Liabilities reflect permanent GAAP/tax differences based on the appropriate tax character.
G. Foreign Currency Translation — The accounting records and reporting currency of the Fund are maintained in U.S dollars. Assets and liabilities denominated in foreign currencies are translated into U.S. dollars using the current exchange rates at the close of each business day. The effect of changes in foreign currency exchange rates on investments is included within net realized and unrealized gain (loss) on investments. Changes in the value of other assets and liabilities as a result of fluctuations in foreign exchange rates are included in the Statement of Operations within net change in unrealized gain (loss) on foreign currency translations. Transactions denominated in foreign currencies are translated into U.S. dollars on the date the transaction occurred, the effects of which are included within net realized gain (loss) on foreign currency transactions.
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3. INVESTMENTS AND FAIR VALUE MEASUREMENTS |
The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to
37
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Notes to Financial Statements (continued)
October 31, 2015
|
3. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued) |
unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these investments. The three levels of the fair value hierarchy are described below:
Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 — Quoted prices in markets that are not active or financial instruments for which significant inputs are observable (including, but not limited to, quoted prices for similar investments, interest rates, foreign exchange rates, volatility and credit spreads), either directly or indirectly;
Level 3 — Prices or valuations that require significant unobservable inputs (including GSAM’s assumptions in determining fair value measurement).
Changes in valuation techniques may result in transfers into or out of an assigned level within the hierarchy. In accordance with the Fund’s policy, transfers between different levels of the fair value hierarchy resulting from such changes are deemed to have occurred as of the beginning of the reporting period.
The Board of Trustees (“Trustees”) has approved Valuation Procedures that govern the valuation of the portfolio investments held by the Fund, including investments for which market quotations are not readily available. The Trustees have delegated to GSAM day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Fund’s portfolio investments. To assess the continuing appropriateness of pricing sources and methodologies, GSAM regularly performs price verification procedures and issues challenges as necessary to third party pricing vendors or brokers, and any differences are reviewed in accordance with the Valuation Procedures.
A. Level 1 and Level 2 Fair Value Investments — The valuation techniques and significant inputs used in determining the fair values for investments classified as Level 1 and Level 2 are as follows:
Equity Securities — Equity securities and investment companies traded on a United States (“U.S.”) securities exchange or the NASDAQ system, or those located on certain foreign exchanges, including but not limited to the Americas, are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If there is no sale or official closing price or such price is believed by GSAM to not represent fair value, equity securities and exchange traded investment companies are valued at the last bid price for long positions and at the last ask price for short positions. Investments in investment companies (other than those that are exchange traded) are valued at the NAV on the valuation date. To the extent these investments are actively traded, they are classified as Level 1 of the fair value hierarchy, otherwise they are generally classified as Level 2.
Unlisted equity securities for which market quotations are available are valued at the last sale price on the valuation date, or if no sale occurs, at the last bid price. Securities traded on certain foreign securities exchanges are valued daily at fair value determined by an independent fair value service (if available) under Valuation Procedures approved by the Trustees and consistent with applicable regulatory guidance. The independent fair value service takes into account multiple factors including, but not limited to, movements in the securities markets, certain depositary receipts, futures contracts and foreign currency exchange rates that have occurred subsequent to the close of the foreign securities exchange. These investments are generally classified as Level 2 of the fair value hierarchy.
Debt Securities — Debt securities for which market quotations are readily available are valued daily on the basis of quotations supplied by dealers or an independent pricing service approved by the Trustees. The pricing services may use valuation models or matrix pricing, which consider: (i) yield or price with respect to bonds that are considered comparable in characteristics such as rating, interest rate and maturity date or (ii) quotations from securities dealers to determine current value. Short-term debt obligations that mature in sixty days or less and that do not exhibit signs of credit deterioration are valued at amortized cost, which
38
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
|
3. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued) |
approximates fair value. With the exception of treasury securities of G8 countries (not held in money market funds), which are generally classified as Level 1, these investments are generally classified as Level 2 of the fair value hierarchy.
i. Mortgage-Backed and Asset-Backed Securities — Mortgage-backed securities represent direct or indirect participations in, or are collateralized by and payable from, mortgage loans secured by residential and/or commercial real estate property. Asset-backed securities include securities whose principal and interest payments are collateralized by pools of other assets or receivables. The value of certain mortgage-backed and asset-backed securities (including adjustable rate mortgage loans) may be particularly sensitive to changes in prevailing interest rates. The value of these securities may also fluctuate in response to the market’s perception of the creditworthiness of the issuers.
Asset-backed securities may present credit risks that are not presented by mortgage-backed securities because they generally do not have the benefit of a security interest in collateral that is comparable to mortgage assets. Some asset-backed securities may only have a subordinated claim on collateral.
Stripped mortgage-backed securities are usually structured with two different classes: one that receives substantially all interest payments (interest-only, or “IO” and/or high coupon rate with relatively low principal amount, or “IOette”), and the other that receives substantially all principal payments (principal-only, or “PO”) from a pool of mortgage loans. Little to no principal will be received at the maturity of an IO; as a result, periodic adjustments are recorded to reduce the cost of the security until maturity. These adjustments are included in interest income.
ii. Senior Term Loans — Senior term loans (“Loans”) are interests in amounts owed by corporate, governmental, or other borrowers to lenders or lending syndicates. Loans are arranged through private negotiations between the borrower and one or more financial institutions (“Lenders”). The Fund’s investments in Loans are in the form of either participations in Loans (“Participations”) or assignments of all or a portion of Loans from third parties (“Assignments”). With respect to Participations, the Fund has the right to receive payments of principal, interest and any fees to which it is entitled from the Lender selling the Participations and only upon receipt by the Lender of the payments from the borrower. The Fund generally has no right to enforce compliance by the borrower with the terms of the loan agreement with respect to Participations. Conversely, Assignments result in the Fund having a direct contractual relationship with the borrower, and the Fund may be permitted to enforce compliance by the borrower with the terms of the loan agreement.
The Fund may also enter into certain credit arrangements, all or a portion of which may be unfunded. Unfunded loan commitments represent the remaining obligation of the Fund to the borrower. The Fund is obligated to fund these commitments at the borrower’s discretion. The Fund may receive a commitment fee based on the undrawn portion of the underlying line of credit of a Loan. All Loans and unfunded loan commitments involve interest rate risk, liquidity risk and credit risk, including the potential default or insolvency of the borrower. Loans, including unfunded loan commitments, are marked to market daily using pricing vendor quotations and the change in value, if any, is recorded as an unrealized gain or loss.
iii. Treasury Inflation Protected Securities — TIPS are treasury securities in which the principal amount is adjusted daily to keep pace with inflation, as measured by the U.S. Consumer Pricing Index for Urban Consumers. The repayment of the original bond principal upon maturity is guaranteed by the full faith and credit of the U.S. Government.
Securities Sold Short — Securities sold short are those securities which the Fund has sold but which it does not own. When the Fund sells a security it does not own, it must borrow the position that was sold and deliver it to the broker through which it made the short sale. In addition, cash and certain investments in securities may be used to collateralize the securities sold short. Each day the securities sold short transaction is open, the liability to replace the borrowed security is marked to market and an unrealized gain or loss is recorded. While the transaction remains open, the Fund may also incur expenses for any dividends or interest which will be paid to the lender of the securities as well as a fee to borrow the delivered security. During the term of the short sale, the value of the securities pledged as collateral on short sales is required to exceed the value of the securities sold short. The market value of securities pledged as collateral is included in the Schedule of Investments.
39
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Notes to Financial Statements (continued)
October 31, 2015
|
3. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued) |
Derivative Contracts — A derivative is an instrument whose value is derived from underlying assets, indices, reference rates or a combination of these factors. The Fund enters into derivative transactions to hedge against changes in interest rates, securities prices, and/or currency exchange rates, to increase total return, or to gain access to certain markets or attain exposure to other underliers.
Exchange-traded derivatives, including futures and options contracts, are valued at the last sale or settlement price and typically fall within Level 1 of the fair value hierarchy. Over-the-counter (“OTC”) and centrally cleared derivatives are valued using market transactions and other market evidence, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources. Where models are used, the selection of a particular model to value OTC and centrally cleared derivatives depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC and centrally cleared derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC and centrally cleared derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence.
i. Forward Contracts — A forward contract is a contract between two parties to buy or sell an asset at a specified price on a future date. A forward contract settlement can occur on a cash or delivery basis. Forward contracts are marked-to-market daily using independent vendor prices, and the change in value, if any, is recorded as an unrealized gain or loss. Cash and certain investments may be used to collatoralize forward contracts.
A forward foreign currency contract is a forward contract in which the Fund agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. All forward foreign currency exchange contracts are marked-to-market daily at the applicable forward rate. Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency.
ii. Futures Contracts — Futures contracts are contracts to buy or sell a standardized quantity of a specified commodity or security and are valued based on exchanged settlement prices or independent market quotes. Futures contracts are valued at the last settlement price, or in the absence of a sale, the last bid price for long positions and at the last ask price for short positions, at the end of each day on the board of trade or exchange upon which they are traded. Upon entering into a futures contract, the Fund deposits cash or securities in an account on behalf of the broker in an amount sufficient to meet the initial margin requirement. Subsequent payments are made or received by a Fund equal to the daily change in the contract value and are recorded as variation margin receivable or payable with a corresponding offset to unrealized gains or losses.
iii. Options — When the Fund writes call or put options, an amount equal to the premium received is recorded as a liability and is subsequently marked-to-market to reflect the current value of the option written. Swaptions are options on interest rate swap contracts.
Upon the purchase of a call option or a put option by the Fund, the premium paid is recorded as an investment and subsequently marked-to-market to reflect the current value of the option. Certain options may be purchased with premiums to be determined on a future date. The premiums for these options are based upon implied volatility parameters at specified terms.
iv. Swap Contracts — Bilateral swap contracts are agreements in which a Fund and a counterparty agree to exchange periodic payments on a specified notional amount or make a net payment upon termination. Bilateral swap transactions are privately negotiated in the OTC market and payments are settled through direct payments between a Fund and the counterparty. By contrast, certain swap transactions are subject to mandatory central clearing. These swaps are executed through a derivatives clearing member (“DCM”), acting in an agency capacity, and submitted to a central counterparty (“CCP”) (“centrally cleared swaps”), in which case all payments are settled with the CCP through the DCM. Swaps are
marked-to-market daily using pricing vendor quotations, counterparty or clearinghouse prices or model prices, and the change in value, if any, is recorded as an unrealized gain or loss. Upon entering into a swap contract, a Fund is required to satisfy an initial margin requirement by delivering cash or securities to the counterparty (or in some cases, segregated in a triparty account on behalf of the counterparty), which can be adjusted by any mark-to-market gains or losses pursuant to bilateral or
40
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
|
3. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued) |
centrally cleared arrangements. For centrally cleared swaps the daily change in valuation, if any, is recorded as a receivable or payable for variation margin.
An interest rate swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals, based upon or calculated by reference to changes in interest rates on a specified notional principal amount. The payment flows are usually netted against each other, with the difference being paid by one party to the other.
A credit default swap is an agreement that involves one party (the buyer of protection) making a stream of payments to another party (the seller of protection) in exchange for the right to receive protection on a reference security or obligation, including a group of assets or exposure to the performance of an index. A Fund’s investment in credit default swaps may involve greater risks than if the Fund had invested in the referenced obligation directly. Credit events are contract specific but may include bankruptcy, failure to pay, restructuring and obligation acceleration. If a Fund buys protection through a credit default swap and no credit event occurs, its payments are limited to the periodic payments previously made to the counterparty. Upon the occurrence of a specified credit event, a Fund, as a buyer of credit protection, is entitled to receive an amount equal to the notional amount of the swap and deliver to the seller the defaulted reference obligation in a physically settled trade. A Fund may also receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap reduced by the recovery value of the reference obligation in a cash settled trade.
As a seller of protection, a Fund generally receives a payment stream throughout the term of the swap, provided that there is no credit event. In addition, if a Fund sells protection through a credit default swap, a Fund could suffer a loss because the value of the referenced obligation and the premium payments received may be less than the notional amount of the swap paid to the buyer of protection. Upon the occurrence of a specified credit event, a Fund, as a seller of credit protection, may be required to take possession of the defaulted reference obligation and pay the buyer an amount equal to the notional amount of the swap in a physically settled trade. A Fund may also pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap reduced by the recovery value of the reference obligation in a cash settled trade. Recovery values are at times established through the credit event auction process in which market participants are ensured that a transparent price has been set for the defaulted security or obligation. In addition, a Fund is entitled to a return of any assets, which have been pledged as collateral to the counterparty.
The maximum potential amount of future payments (undiscounted) that a Fund as seller of protection could be required to make under a credit default swap would be an amount equal to the notional amount of the agreement. These potential amounts would be partially offset by any recovery values of the respective referenced obligations or net amounts received from a settlement of a credit default swap for the same reference security or obligation where a Fund bought credit protection.
A total return swap is an agreement that gives the Fund the right to receive the appreciation in the value of a specified security, index or other instrument in return for a fee paid to the counterparty, which will typically be an agreed upon interest rate. If the underlying asset declines in value over the term of the swap, the Fund may also be required to pay the dollar value of that decline to the counterparty.
Short Term Investments — Short-term investments having a maturity of 60 days or less are generally valued at amortized cost which approximates fair market value. These investments are classified as Level 2 of the fair value hierarchy.
i. Repurchase Agreements — Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase the securities at a mutually agreed upon date and price, under the terms of a Master Repurchase Agreement (“MRA”). During the term of a repurchase agreement, the value of the underlying securities held as collateral on behalf of the Fund, including accrued interest is required to exceed the value of the repurchase agreement, including accrued interest. The gross value of repurchase agreements is included in the Statement of Assets and Liabilities for financial reporting purposes. The underlying securities for all repurchase agreements are held at the Fund’s custodian or designated sub-custodians under tri-party repurchase agreements.
An MRA governs transactions between the Fund and select counterparties. An MRA contains provisions for, among other things, initiation of the transactions, income payments, events of default and maintenance of securities for both repurchase and reverse repurchase agreements. An MRA also permits offsetting with collateral to create one single net payment in the event of default or similar events, including the bankruptcy or insolvency of a counterparty.
41
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Notes to Financial Statements (continued)
October 31, 2015
|
3. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued) |
If the seller defaults, the Fund could suffer a loss to the extent that the proceeds from the sale of the underlying securities and other collateral held by the Fund are less than the repurchase price and the Fund’s costs associated with delay and enforcement of the repurchase agreement. In addition, in the event of default or insolvency of the seller, a court could determine that the Fund’s interest in the collateral is not enforceable, resulting in additional losses to the Fund.
Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and terms and conditions contained therein, the Fund, together with other funds of the Trust and registered investment companies having management agreements with GSAM or its affiliates, may transfer uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements. Under these joint accounts, the Fund maintains pro-rata credit exposure to the underlying repurchase agreements’ counterparties. With the exception of certain transaction fees, the Fund is not subject to any expenses in relation to these investments.
B. Level 3 Fair Value Investments — To the extent that significant inputs to valuation models and other alternative pricing sources are unobservable, or if quotations are not readily available, or if GSAM believes that such quotations do not accurately reflect fair value, the fair value of the Fund’s investments may be determined under Valuation Procedures approved by the Trustees. GSAM, consistent with its procedures and applicable regulatory guidance, may make an adjustment to the most recent valuation prices of either domestic or foreign securities in light of significant events to reflect what it believes to be the fair value of the securities at the time of determining a Fund’s NAV. Significant events which could affect a large number of securities in a particular market may include, but are not limited to: significant fluctuations in U.S. or foreign markets; market dislocations; market disruptions; or unscheduled market closings. Significant events which could also affect a single issuer may include, but are not limited to: corporate actions such as reorganizations, mergers and buy-outs; ratings downgrades; and bankruptcies.
To the extent investments are valued using single source broker quotations obtained directly from the broker or passed through from third party pricing vendors, such investments are classified as Level 3 investments. GSAM did not develop the unobservable inputs (examples include but are not limited to single source broker quotations, third party pricing, etc.) for the valuation of Level 3 Assets and Liabilities.
42
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
|
3. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued) |
C. Fair Value Hierarchy — The following is a summary of the Fund’s investments and derivatives classified in the fair value hierarchy as of October 31, 2015:
| | | | | | | | | | | | |
Investment Type | | Level 1 | | | Level 2 | | | Level 3 | |
Assets | | | | | | | | | | | | |
Common Stock and/or Other Equity Investments(a) | | | | | | | | | | | | |
Africa | | $ | — | | | $ | 10,002,752 | | | $ | — | |
Asia | | | 4,308,259 | | | | 12,168,486 | | | | — | |
Australia and Oceania | | | 1,030,349 | | | | 1,671,995 | | | | — | |
Europe | | | 37,281,229 | | | | 80,472,284 | | | | — | |
North America | | | 437,823,475 | | | | 25,780 | | | | — | |
Fixed Income | | | | | | | | | | | | |
Corporate Obligations | | | — | | | | 287,129,290 | | | | — | |
Asset-Backed Securities | | | — | | | | 1,339,423 | | | | — | |
Foreign Debt Obligation | | | — | | | | 640,706 | | | | — | |
Municipal Debt Obligations | | | — | | | | 3,580,722 | | | | — | |
U.S. Treasury Obligations | | | 69,335,380 | | | | — | | | | — | |
Senior Term Loans | | | — | | | | 59,834,392 | | | | 5,130,049 | |
Warrants | | | — | | | | 1,800,338 | | | | 428 | |
Short-term Investments | | | — | | | | 631,300,000 | | | | — | |
Total | | $ | 549,778,692 | | | $ | 1,089,966,168 | | | $ | 5,130,477 | |
Liabilities | | | | | | | | | | | | |
Common Stock and/or Other Equity Investments(a) | | | | | | | | | | | | |
Asia | | $ | — | | | $ | (9,017,539 | ) | | $ | — | |
Europe | | | — | | | | (736,792 | ) | | | — | |
North America | | | (109,826,939 | ) | | | — | | | | — | |
Total | | $ | (109,826,939 | ) | | $ | (9,754,331 | ) | | $ | — | |
| | | |
Derivative Type | | | | | | | | | |
Assets(b) | | | | | | | | | | | | |
Forward Foreign Currency Exchange Contracts | | $ | — | | | $ | 3,565,106 | | | $ | — | |
Futures Contracts | | | 4,083,114 | | | | — | | | | — | |
Total | | $ | 4,083,114 | | | $ | 3,565,106 | | | $ | — | |
Liabilities(b) | | | | | | | | | | | | |
Forward Foreign Currency Exchange Contracts | | $ | — | | | $ | (9,506,351 | ) | | $ | — | |
Futures Contracts | | | (1,370,489 | ) | | | — | | | | — | |
Total Return Swap Contracts | | | — | | | | (65,219 | ) | | | — | |
Total | | $ | (1,370,489 | ) | | $ | (9,571,570 | ) | | $ | — | |
(a) | | Amounts are disclosed by continent to highlight the impact of time zone differences between local market close and the calculation of net asset value. Security valuations are based on the principle exchange or system on which they are traded, which may differ from country of domicile. The Fund utilizes fair value model prices provided by an independent fair value service for international equities, resulting in a Level 2 classification. |
(b) | | Amount shown represents unrealized gain (loss) at period end. |
For further information regarding security characteristics, see the Schedule of Investments.
43
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Notes to Financial Statements (continued)
October 31, 2015
|
4. INVESTMENTS IN DERIVATIVES |
The following table sets forth, by certain risk types, the gross value of derivative contracts as of October 31, 2015. These instruments were used as part of the Fund’s investment strategies and to obtain and/or manage exposure related to the risks below. The values in the table below exclude the effects of cash collateral received or posted pursuant to these derivative contracts, and therefore are not representative of the Fund’s net exposure.
| | | | | | | | | | | | |
Risk | | Statement of Assets and Liabilities | | Assets | | | Statement of Assets and Liabilities | | Liabilities | |
Interest Rate | | Variation margin on certain derivative contracts | | $ | 1,469,498 | (a) | | Payable for unrealized loss on swap contracts; Variation margin on certain derivative contracts | | $ | (737,122) | (a) |
Equity | | Variation margin on certain derivative contracts | | | 1,947,100 | (a) | | Variation margin on certain derivative contracts | | | (331,989) | (a)(b) |
Currency | | Receivable for unrealized gain on forward foreign currency exchange contracts; Variation margin on certain derivative contracts | | | 4,175,346 | | | Payable for unrealized loss on forward foreign currency exchange contracts; Variation margin on certain derivative contracts | | | (9,872,850) | |
Commodity | | Variation margin on certain derivative contracts | | | 56,276 | (a) | | Variation margin on certain derivative contracts | | | (98) | (a) |
Total | | | | $ | 7,648,220 | | | | | $ | (10,942,059) | |
(a) | | Includes unrealized gain (loss) on futures contracts described in the Additional Investment Information sections of the Schedule of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities. |
(b) | | Aggregate of amounts include $65,219, which represents the payments to be made pursuant to bilateral agreements should counterparties exercise their “right to terminate” provisions based on, among others, the Fund’s performance, their failure to pay on their obligations or failure to pledge collateral. Such amount does not include incremental charges directly associated with the close-out of the agreements. It also does not reflect the fair value of any assets pledged as collateral which, through the daily margining process, substantially offsets the aforementioned amounts and for which the Fund is entitled to a full return. |
The following table sets forth, by certain risk types, the Fund’s gains (losses) related to these derivatives and their indicative volumes for the period ended October 31, 2015. These gains (losses) should be considered in the context that these derivative contracts may have been executed to create investment opportunities and/or economically hedge certain investments, and accordingly, certain gains (losses) on such derivative contracts may offset certain (losses) gains attributable to investments. These gains (losses) are included in “Net realized gain (loss)” or “Net change in unrealized gain (loss)” on the Statement of Operations:
| | | | | | | | | | | | | | |
Risk | | Statements of Operations | | Net Realized Gain (Loss) | | | Net Change in Unrealized Gain (Loss) | | | Average Number of Contracts(a) | |
Interest rate | | Net realized gain (loss) from investments, futures contracts, swap contracts, and written options/Net change in unrealized gain (loss) on investments, futures contracts, swap contracts, and written options | | $ | 4,655,434 | | | $ | 540,663 | | | | 6,196 | |
Credit | | Net realized gain (loss) from investments and swap contracts/Net change in unrealized gain (loss) on investments and swap contracts | | | (131,758 | ) | | | 135,024 | | | | 13 | |
Equity | | Net realized gain (loss) from futures contracts/Net change in unrealized gain (loss) on futures contracts | | | (11,345,757 | ) | | | 1,922,217 | | | | 1,589 | |
Currency | | Net realized gain (loss) from investments, swap contracts, forward foreign currency exchange contracts and written options/Net change in unrealized gain (loss) on investments, swap contracts, forward foreign currency exchange contracts and written options | | | 9,269,270 | | | | (7,366,607 | ) | | | 654 | |
44
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
|
4. INVESTMENTS IN DERIVATIVES (continued) |
| | | | | | | | | | | | | | |
Risk | | Statements of Operations | | Net Realized Gain (Loss) | | | Net Change in Unrealized Gain (Loss) | | | Average Number of Contracts(a) | |
Commodity | | Net realized gain (loss) from futures contracts/Net change in unrealized gain (loss) on futures contracts | | $ | (694,583 | ) | | $ | 56,178 | | | | 141 | |
Total | | | | $ | 1,752,606 | | | $ | (4,712,525 | ) | | | 8,593 | |
(a) | | Average number of contracts is based on the average of month end balances for the period end October 31, 2015. |
In order to better define its contractual rights and to secure rights that will help the Fund mitigate its counterparty risk, the Fund may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its derivatives’ counterparties. An ISDA Master Agreement is a bilateral agreement between the Fund and a counterparty that governs OTC derivatives (including forward foreign exchange contracts, and certain options and swaps), and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.
Collateral and margin requirements differ between exchange traded derivatives and OTC derivatives. Margin requirements are established by the broker or clearing house for exchange-traded and centrally cleared derivatives (financial futures contracts, options and centrally cleared swaps) pursuant to governing agreements for those instrument types. Brokers can ask for margin in excess of the minimum in certain circumstances. Collateral terms are contract-specific for OTC derivatives. For derivatives traded under an ISDA Master Agreement, the collateral requirements are typically calculated by netting the marked to market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by the Fund and the counterparty. Additionally, the Fund may be required to post initial margin to the counterparty, the terms of which would be outlined in the confirmation of the OTC transaction.
For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Fund and cash collateral received from the counterparty, if any, is reported separately on the Statement of Assets and Liabilities as receivables/payables for collateral on certain derivative contracts. Non-cash collateral pledged by the Fund, if any, is noted in the Schedule of Investments. Generally, the amount of collateral due from or to a counterparty must exceed a minimum transfer amount threshold before a transfer is required to be made. To the extent amounts due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty nonperformance. The Fund attempts to mitigate counterparty risk by only entering into agreements with counterparties that the Investment Adviser believes to be of good standing and by monitoring the financial stability of those counterparties.
Additionally, the netting of assets and liabilities and the offsetting of collateral pledged or received are based on contractual netting/set-off provisions in the ISDA Master Agreement or similar agreements. However, in the event of a default or insolvency of a counterparty, a court could determine that such rights are not enforceable due to the restrictions or prohibitions against the right of setoff that may be imposed in accordance with a particular jurisdiction’s bankruptcy or insolvency laws.
|
5. AGREEMENTS AND AFFILIATED TRANSACTIONS |
A. Management Agreement — Under the Agreement, GSAM manages the Fund, subject to the general supervision of the Trustees.
As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administration of the Fund’s business affairs, including providing facilities, GSAM is entitled to a management fee, accrued daily and paid monthly, equal to an annual percentage rate of the Fund’s average daily net assets.
45
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Notes to Financial Statements (continued)
October 31, 2015
|
5. AGREEMENTS AND AFFILIATED TRANSACTIONS (continued) |
For the period ended October 31, 2015, the contractual and effective net management fee with GSAM were at the following rates:
| | | | | | | | | | | | | | | | | | |
Contractual Management Rate | |
First $2 billion | | | Next $3 billion | | | Next $3 billion | | | Over $8 billion | | | Effective Management Rate^(a) | |
| 2.00% | | | | 1.80% | | | | 1.71% | | | | 1.68% | | | | 2.00% | |
^ | | Effective Net Management Rate includes the impact of management fee waivers of affiliated underlying funds, if any. |
(a) | | Reflects combined management fees paid to GSAM under the Agreement and the Subsidiary Agreement as defined below after waivers. |
GSAM provides management services to the Subsidiary pursuant to a Subsidiary Management Agreement (the “Subsidiary Agreement”) and is entitled to a management fee accrued daily and paid monthly, equal to an annual percentage rate of 0.42% of the Subsidiary’s average daily net assets. In consideration of the Subsidiary’s management fee, and for as long as the Subsidiary Agreement remains in effect, GSAM has contractually agreed to waive irrevocably a portion of the Fund’s management fee in an amount equal to the management fee paid to GSAM by the Subsidiary under the Subsidiary Agreement. For the period ended October 31, 2015, GSAM waived $8,902 of the Fund’s management fee. This waiver represents an interfund transaction and, accordingly, has been eliminated in consolidation.
B. Distribution and Service Plans — The Trust, on behalf of the Fund, has adopted Distribution and Service Plans (the “Plans”). Under the Plans, Goldman Sachs, which serves as distributor (the “Distributor”), is entitled to a fee accrued daily and paid monthly, for distribution services and personal and account maintenance services, which may then be paid by Goldman Sachs to authorized dealers, at the following annual rates calculated on the Fund’s average daily net assets of each respective share class:
| | | | | | | | | | | | |
| | Distribution and Service Plan Rates | |
| | Class A* | | | Class C | | | Class R* | |
Distribution Plan | | | 0.25 | % | | | 0.75 | % | | | 0.50 | % |
Service Plan | | | — | | | | 0.25 | | | | — | |
* | | With respect to Class A and Class R Shares, the Distributor at its discretion may use compensation for distribution services paid under the Distribution Plan to compensate service organizations for personal and account maintenance services and expenses as long as such total compensation does not exceed the maximum cap on “service fees” imposed by the Financial Industry Regulatory Authority. |
C. Distribution Agreement — Goldman Sachs, as Distributor of the shares of the Fund pursuant to a Distribution Agreement, may retain a portion of the Class A front end sales charge and Class C Shares’ CDSC. During the period ended October 31, 2015, Goldman Sachs advised that it retained $47,829 and $297, respectively.
D. Transfer Agency Agreement — Goldman Sachs also serves as the transfer agent of the Fund for a fee pursuant to the Transfer Agency Agreement. The fees charged for such transfer agency services are accrued daily and paid monthly at annual rates as follows: 0.19% of the average daily net assets of Class A, Class C, Class IR and Class R Shares; and 0.04% of the average daily net assets of Institutional Shares.
E. Other Expense Agreements and Affiliated Transactions — GSAM has agreed to limit certain “Other Expenses” of the Fund (excluding acquired fund fees and expenses, transfer agency fees and expenses, dividends and interest payments on securities sold short, service fees and shareholder administration fees (as applicable), taxes, interest, brokerage fees, shareholder meeting, litigation, indemnification, and extraordinary expenses) to the extent such expenses exceed, on an annual basis, a percentage rate of the average daily net assets of the Fund. Such Other Expense reimbursements, if any, are accrued daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any. The Other Expense limitations as an annual percentage rate of average daily net assets for the Fund are 0.114% and the total annual operating expenses of Class A, Class C, Institutional Class, Class IR, and Class R Shares are limited to 2.55%, 3.30%, 2.15%, 2.30% and 2.80%,
46
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
|
5. AGREEMENTS AND AFFILIATED TRANSACTIONS (continued) |
respectively. The Other Expense limitations and the total operating expense limitation agreement will remain in place through at least April 30, 2016, and prior to such date GSAM may not terminate the arrangements without the approval of the Board of Trustees. In addition, the Fund has entered into certain offset arrangements with the transfer agent, which may result in a reduction of the Fund’s expenses and are received irrespective of the application of the “Other Expense” limitations described above. For the period ended October 31, 2015, the expense reimbursements were $924,744 as disclosed in the Statement of Operations.
F. Line of Credit Facility — As of October 31, 2015, the Fund participated in a $1,205,000,000 committed, unsecured revolving line of credit facility (the “facility”) together with other funds of the Trust and registered investment companies having management agreements with GSAM or its affiliates (“Other Borrowers”). Pursuant to the terms of the facility, the Fund and Other Borrowers could increase the credit amount by up to an additional $115,000,000, for a total of up to $1,320,000,000. This facility is to be used for temporary emergency purposes, or to allow for an orderly liquidation of securities to meet redemption requests. The interest rate on borrowings is based on the federal funds rate. The facility also requires a fee to be paid by the Fund based on the amount of the commitment that has not been utilized. For the period ended October 31, 2015, the Fund did not have any borrowings under the facility.
G. Other Transactions with Affiliates — For the period ended October 31, 2015, Goldman Sachs earned $1,072 in brokerage commissions from portfolio transactions.
October 31, 2015, the Goldman Sachs Group (“GSG”), Inc. was the beneficial owner of approximately 30% of Class R Shares of the Fund.
|
6. PORTFOLIO SECURITIES TRANSACTIONS |
The cost of purchases and proceeds from sales and maturities of long-term securities for the period ended October 31, 2015, were $1,641,707,422 and $1,179,676,214, respectively. Included in these amounts are the cost of purchases and proceeds from sales and maturities of U.S. Government and agency obligations in the amounts of $9,569,200 and $31,282,749, respectively.
The following table sets forth the Fund’s net exposure for short securities that are subject to enforceable master netting arrangements or similar agreements as of October 31, 2015:
| | | | | | | | | | | | |
Counterparty | | Securities Sold Short(1) | | | Collateral Pledged(2) | | | Net Amount(3) | |
Deutsche Bank AG (London)(4) | | $ | 49,158,984 | | | $ | (49,158,984 | ) | | $ | — | |
JPMorgan Chase Bank | | | 57,809,000 | | | | (57,809,000 | ) | | | — | |
State Street Bank & Trust | | | 12,613,286 | | | | (12,613,286 | ) | | | — | |
Total | | $ | 119,581,270 | | | $ | (119,581,270 | ) | | $ | — | |
(1) | | Gross amounts available for offset but not netted in the Statement of Assets and Liabilities. |
(2) | | At October 31, 2015, the value of securities pledged exceeded the value of the related securities sold short. |
(3) | | Net amount represents the net amount due (to) from counterparty in the event of a default based on the contractual set-off rights under the agreement. Net amount excludes any over-collateralized amounts. |
(4) | | Securities sold short were executed through separate Underlying Managers. |
The tax character of distributions paid during the period ended October 31, 2015 was as follows:
| | | | |
Distribution paid from: | | | | |
Ordinary income | | $ | — | |
Net long-term capital gains | | | — | |
Total taxable distributions | | $ | — | |
47
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Notes to Financial Statements (continued)
October 31, 2015
|
7. TAX INFORMATION (continued) |
The tax character of distributions paid during the year ended December 31, 2014 was as follows:
| | | | |
Distribution paid from: | | | | |
Ordinary income | | $ | 8,291,430 | |
Net long-term capital gains | | | 5,003,986 | |
Total taxable distributions | | $ | 13,295,416 | |
As of October 31, 2015, the components of accumulated earnings (losses) on a tax basis were as follows:
| | | | |
Undistributed ordinary income — net | | $ | 9,259,756 | |
Undistributed long-term capital gains | | | 1,957,685 | |
Total undistributed earnings | | $ | 11,217,441 | |
Capital loss carryforwards: | | | | |
Perpetual Short-Term | | $ | (25,865,850 | ) |
Perpetual Long-Term | | | (3,434,995 | ) |
Timing differences (Straddle Loss Deferral) | | | (924,662 | ) |
Unrealized gains (losses) — net | | | (36,308,039 | ) |
Total accumulated earnings (losses) net | | $ | (55,316,105 | ) |
As of October 31, 2015, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:
| | | | |
Tax Cost | | $ | 1,681,334,330 | |
Gross unrealized gain | | | 39,389,800 | |
Gross unrealized loss | | | (75,779,605 | ) |
Net unrealized loss on securities | | $ | (36,389,805 | ) |
Net unrealized gain on other investments | | | 81,766 | |
Net unrealized loss | | $ | (36,308,039 | ) |
The difference between GAAP-basis and tax-basis unrealized gains (losses) is attributable primarily to wash sales, net mark-to-market gains (losses) on regulated futures contracts, foreign currency contracts, and differences in the tax treatment of partnership investments, passive foreign investment company investments, swap transactions and material modification of debt securities.
In order to present certain components of the Fund’s capital accounts on a tax-basis, certain reclassifications have been recorded to the Fund’s accounts. These reclassifications have no impact on the net asset value of the Funds and result primarily from the differences in the tax treatment of foreign currency transactions, swap transactions, passive foreign investment company investments, the recognition of income and gains (losses) of certain bonds, material modification of debt securities, partnerships and underlying fund investments.
| | | | | | | | |
Paid-in-Capital | | Accumulated Net Realized Gain (Loss) | | | Undistributed Net Investment Income (Loss) | |
$(630,443) | | $ | (9,758,161 | ) | | $ | 10,388,604 | |
48
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
|
7. TAX INFORMATION (continued) |
GSAM has reviewed the Fund’s tax positions for all open tax years (the current and two prior years, as applicable) and has concluded that no provision for income tax is required in the Fund’s financial statements. Such open tax years remain subject to examination and adjustment by tax authorities.
The Fund’s risks include, but are not limited to, the following:
Foreign Custody Risk — A Fund that invests in foreign securities may hold such securities and cash with foreign banks, agents, and securities depositories appointed by the Fund’s custodian (each a “Foreign Custodian”). Some foreign custodians may be recently organized or new to the foreign custody business. In some countries, Foreign Custodians may be subject to little or no regulatory oversight over, or independent evaluation of, their operations. Further, the laws of certain countries may place limitations on a Fund’s ability to recover its assets if a Foreign Custodian enters bankruptcy. Investments in emerging markets may be subject to even greater custody risks than investments in more developed markets. Custody services in emerging market countries are very often undeveloped and may be considerably less well regulated than in more developed countries, and thus may not afford the same level of investor protection as would apply in developed countries.
Interest Rate Risk — When interest rates increase, fixed income securities or instruments held by the Fund will generally decline in value. Long-term fixed income securities or instruments will normally have more price volatility because of this risk than short-term fixed income securities or instruments.
Investments in Other Investment Companies — As a shareholder of another investment company, including an exchange-traded fund (“ETF”), a Fund will indirectly bear its proportionate share of any net management fees and other expenses paid by such other investment companies, in addition to the fees and expenses regularly borne by the Fund. ETFs are subject to risks that do not apply to conventional mutual funds, including but not limited to the following: (i) the market price of the ETF’s shares may trade at a premium or a discount to their NAV; and (ii) an active trading market for an ETF’s shares may not develop or be maintained.
Large Shareholder Transactions Risk — The Fund may experience adverse effects when certain large shareholders, such as other funds, institutional investors (including those trading by use of non-discretionary mathematical formulas), financial intermediaries (who may make investment decisions on behalf of underlying clients and/or include the Fund in their investment model), individuals, accounts and Goldman Sachs affiliates, purchase or redeem large amounts of shares of the Fund. Such large shareholder redemptions may cause the Fund to sell portfolio securities at times when it would not otherwise do so, which may negatively impact the Fund’s NAV and liquidity. These transactions may also accelerate the realization of taxable income to shareholders if such sales of investments resulted in gains, and may also increase transaction costs. In addition, a large redemption could result in the Fund’s current expenses being allocated over a smaller asset base, leading to an increase in the Fund’s expense ratio. Similarly, large Fund share purchases may adversely affect the Fund’s performance to the extent that the Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would.
Liquidity Risk — The Fund may make investments that are illiquid or that may become less liquid in response to market developments or adverse investor perceptions. Illiquid investments may be more difficult to value. Liquidity risk may also refer to the risk that a Fund will not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. To meet redemption requests, a Fund may be forced to sell investments at an unfavorable time and/or under unfavorable conditions. Liquidity risk may be the result of, among other things, the reduced number and capacity of traditional market participants to make a market in fixed income securities or the lack of an active market. The potential for liquidity risk may be magnified by a rising interest rate environment or other circumstances where investor redemptions from fixed income mutual funds may be higher than normal, potentially causing increased supply in the market due to selling activity.
49
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Notes to Financial Statements (continued)
October 31, 2015
|
8. OTHER RISKS (continued) |
Market and Credit Risks — In the normal course of business, the Fund trades financial instruments and enters into financial transactions where risk of potential loss exists due to changes in the market (market risk). Additionally, the Fund may also be exposed to credit risk in the event that an issuer or guarantor fails to perform or that an institution or entity with which the Fund has unsettled or open transactions defaults.
Investing in foreign markets may involve special risks and considerations not typically associated with investing in the United States. Foreign securities may be subject to risk of loss because of more or less foreign government regulation, less public information and less economic, political and social stability in the countries in which the Fund invests. Loss may also result from the imposition of exchange controls, confiscations and other government restrictions by the United States or other governments, or from problems in registration, settlement or custody. Foreign risk also involves the risk of negative foreign currency rate fluctuations, which may cause the value of securities denominated in such foreign currency (or other instruments through which the Fund has exposure to foreign currencies) to decline in value. Currency exchange rates may fluctuate significantly over short periods of time. To the extent that the Fund also invests in securities of issuers located in emerging markets, these risks may be more pronounced.
Multi-Manager Approach Risk — The Fund’s performance depends on the ability of the Investment Adviser in selecting, overseeing, and allocating Fund assets to the Underlying Managers. The Underlying Managers’ investment styles may not always be complementary. The Fund’s multi-manager approach may result in the Fund investing a significant percentage of its assets in certain types of investments, which could be beneficial or detrimental to the Fund’s performance depending on the performance of those investments and the overall market environment. The Fund’s Underlying Managers may underperform the market generally or underperform other investment managers that could have been selected for the Fund. Because the Fund’s Underlying Managers may trade with counterparties, prime brokers, clearing brokers or futures commission merchants on terms that are different than those on which the Investment Adviser would trade, and because each Underlying Manager applies its own risk analysis in evaluating potential counterparties for the Fund, the Fund may be subject to greater counterparty risk than if it were managed directly by the Investment Adviser.
Non-Diversification Risk — The Fund is non-diversified, meaning that it is permitted to invest a larger percentage of its assets in fewer issuers than diversified mutual funds. Thus, the Fund may be more susceptible to adverse developments affecting any single issuer held in its portfolio, and may be more susceptible to greater losses because of these developments.
Short Position Risk — The Fund may enter into a short position through a futures contract, an option or swap agreement or through short sales of any instrument that the Fund may purchase for investment. Taking short positions involves leverage of the Fund’s assets and presents various risks. If the value of the underlying instrument or market in which the Fund has taken a short position increases, then the Fund will incur a loss equal to the increase in value from the time that the short position was entered into plus any related interest payments or other fees. Taking short positions involves the risk that losses may be disproportionate, may exceed the amount invested, and may be unlimited.
Tax Risk — The Fund will seek to gain exposure to the commodity markets primarily through investments in the Subsidiary and/or commodity index-linked structured notes, as applicable. Historically, the Internal Revenue Service (“IRS”) issued private letter rulings (“PLRs”) in which the IRS specifically concluded that income and gains from investments in commodity index-linked structured notes or a wholly-owned foreign subsidiary that invests in commodity-linked instruments are “qualifying income” for purposes of compliance with Subchapter M of the Code. In 2011, the IRS suspended granting these PLRs. The Fund has not received a PLR, and is not able to rely on PLRs issued to other taxpayers. Additionally, the IRS has suspended the granting of such PLRs, pending review of its position on this matter. In light of this, the Multi-Manager Alternatives Fund has obtained an opinion of counsel that the Fund’s income from such investments should constitute “qualifying income.” However, no assurances can be provided that the IRS would not be able to successfully assert that a Fund’s income from such investments was not “qualifying income”, in which case the Fund would fail to qualify as regulated investment company (“RIC”) under Subchapter M of the Code if over 10% of its gross income was derived from these investments. If the Fund failed to qualify as a RIC, it would be subject to federal and state income tax on all of its taxable income at regular corporate tax rates with no deduction for any distributions paid to shareholders, which would significantly adversely affect the returns to, and could cause substantial losses for, Fund shareholders.
50
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Under the Trust’s organizational documents, its Trustees, officers, employees and agents are indemnified, to the extent permitted by the Act and state law, against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the course of business, the Fund enters into contracts that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, GSAM believes the risk of loss under these arrangements to be remote.
Subsequent events after the Statement of Assets and Liabilities date have been evaluated through the date the financial statements were issued.
On November 3, 2015, the Trustees approved New Mountain Vantage Advisers, L.L.C. (“New Mountain”) as an Underlying Manager of the Fund. New Mountain will utilize an event driven and credit strategy. Additionally, effective on or before January 4, 2016, Lateef will no longer be an Underlying Manager of the Fund.
Effective December 1, 2015, the Trustees approved a reduction to the management fee, as well as a management fee waiver, for the Fund. As of that date, the management fee on the first $2 billion of the Fund’s net assets will be reduced from 2.00% to 1.90% as an annual percentage of average daily net assets. Also effective that date, the Investment Adviser has agreed to waive a portion of its management fee in order to achieve an effective net management fee of 1.83% as an annual percentage of average daily net assets of the Fund. This arrangement will remain in effect through at least February 28, 2017, and prior to such date the Investment Adviser may not terminate the arrangement without the approval of the Trustees. In addition, updates have been made to the Total Operating Expenses Limitation Agreement in connection with these changes.
Other than the above, GSAM has concluded that there is no impact requiring adjustment or disclosure in the financial statements.
51
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Notes to Financial Statements (continued)
October 31, 2015
|
11. SUMMARY OF SHARE TRANSACTIONS |
Share activity is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Period January 1, 2015 - October 31, 2015* | | | For the Year Ended December 31, 2014 | | | For the Period Ended December 31, 2013(a) | |
| | Shares | | | Dollars | | | Shares | | | Dollars | | | Shares | | | Dollars | |
| | | | |
Class A Shares | | | | | | | | | | | | | | | | | | | | | | | | |
Shares sold | | | 14,534,458 | | | $ | 156,399,827 | | | | 13,799,884 | | | $ | 145,642,660 | | | | 2,574,479 | | | $ | 26,146,713 | |
Reinvestment of distributions | | | — | | | | — | | | | 152,647 | | | | 1,623,453 | | | | 11,345 | | | | 115,948 | |
Shares redeemed | | | (4,525,729 | ) | | | (48,066,121 | ) | | | (5,347,199 | ) | | | (57,009,892 | ) | | | (166,545 | ) | | | (1,675,241 | ) |
| | | 10,008,729 | | | | 108,333,706 | | | | 8,605,332 | | | | 90,256,221 | | | | 2,419,279 | | | | 24,587,420 | |
Class C Shares | | | | | | | | | | | | | | | | | | | | | | | | |
Shares sold | | | 4,843,529 | | | | 51,853,444 | | | | 3,684,774 | | | | 38,725,099 | | | | 137,252 | | | | 1,398,013 | |
Reinvestment of distributions | | | — | | | | — | | | | 40,521 | | | | 426,232 | | | | 542 | | | | 5,510 | |
Shares redeemed | | | (632,424 | ) | | | (6,614,972 | ) | | | (213,013 | ) | | | (2,241,283 | ) | | | (648 | ) | | | (6,542 | ) |
| | | 4,211,105 | | | | 45,238,472 | | | | 3,512,282 | | | | 36,910,048 | | | | 137,146 | | | | 1,396,981 | |
Institutional Shares | | | | | | | | | | | | | | | | | | | | | | | | |
Shares sold | | | 106,511,467 | | | | 1,158,260,742 | | | | 55,682,719 | | | | 592,272,239 | | | | 15,329,295 | | | | 154,985,312 | |
Reinvestment of distributions | | | — | | | | — | | | | 978,521 | | | | 10,450,502 | | | | 66,069 | | | | 676,544 | |
Shares redeemed | | | (46,837,742 | ) | | | (501,232,560 | ) | | | (12,411,833 | ) | | | (131,983,495 | ) | | | (446,278 | ) | | | (4,519,402 | ) |
| | | 59,673,725 | | | | 657,028,182 | | | | 44,249,407 | | | | 470,739,246 | | | | 14,949,086 | | | | 151,142,454 | |
Class IR Shares | | | | | | | | | | | | | | | | | | | | | | | | |
Shares sold | | | 9,391,066 | | | | 101,423,885 | | | | 3,568,379 | | | | 37,822,254 | | | | 713,636 | | | | 7,212,162 | |
Reinvestment of distributions | | | — | | | | — | | | | 54,013 | | | | 575,509 | | | | 3,628 | | | | 37,110 | |
Shares redeemed | | | (1,912,439 | ) | | | (20,215,231 | ) | | | (247,339 | ) | | | (2,638,759 | ) | | | (44,454 | ) | | | (454,139 | ) |
| | | 7,478,627 | | | | 81,208,654 | | | | 3,375,053 | | | | 35,759,004 | | | | 672,810 | | | | 6,795,133 | |
Class R Shares | | | | | | | | | | | | | | | | | | | | | | | | |
Shares sold | | | 6,001 | | | | 63,976 | | | | 282 | | | | 2,972 | | | | 2,501 | | | | 25,010 | |
Reinvestment of distributions | | | — | | | | — | | | | 32 | | | | 335 | | | | 14 | | | | 147 | |
Shares redeemed | | | (337 | ) | | | (3,692 | ) | | | — | | | | — | | | | (1 | ) | | | (10 | ) |
| | | 5,664 | | | | 60,284 | | | | 314 | | | | 3,307 | | | | 2,514 | | | | 25,147 | |
NET INCREASE | | | 81,377,850 | | | $ | 891,869,298 | | | | 59,742,388 | | | $ | 633,667,826 | | | | 18,180,835 | | | $ | 183,947,135 | |
* | | The Fund changed its fiscal year end from December 31 to October 31. |
(a) | | Commenced operation on April 30, 2013. |
52
Report of Independent Registered Public
Accounting Firm
To the Board of Trustees of Goldman Sachs Trust II and
the Shareholders of Goldman Sachs Multi-Manager Alternatives Fund:
In our opinion, the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, and the related consolidated statements of operations and of changes in net assets and the consolidated financial highlights present fairly, in all material respects, the financial position of Goldman Sachs Multi-Manager Alternatives Fund (the “Fund”), a fund of the Goldman Sachs Trust II, at October 31, 2015, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These consolidated financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at October 31, 2015 by correspondence with the custodian, brokers, agent banks, and the application of alternative auditing procedures where securities purchased confirmations had not been received, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Boston, Massachusetts
December 28, 2015
53
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
| | |
Fund Expenses — Six Month Period Ended October 31, 2015 (Unaudited) | | |
As a shareholder of Class A, Class C, Institutional, Class IR, and Class R of the Fund, you incur two types of costs: (1) transaction costs, including sales charges on purchase payments, and (2) ongoing costs, including management fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from May 1, 2015 through October 31, 2015, which represents a period of 184 out of a 365 day year.
Actual Expenses — The first line under each share class in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes — The second line under each share class in the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual net expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | | | | | | | | | | | |
| | Multi-Manager Alternatives Fund | |
Share Class | | Beginning Account Value 5/1/15 | | | Ending Account Value 10/31/15 | | | Expenses Paid for the 6 months ended 10/31/15* | |
Class A | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 945.10 | | | $ | 12.94 | |
Hypothetical 5% return | | | 1,000.00 | | | | 1,011.90 | + | | | 13.39 | |
Class C | | | | | | | | | | | | |
Actual | | | 1,000.00 | | | | 942.50 | | | | 16.65 | |
Hypothetical 5% return | | | 1,000.00 | | | | 1,008.07 | + | | | 17.21 | |
Institutional | | | | | | | | | | | | |
Actual | | | 1,000.00 | | | | 947.20 | | | | 11.04 | |
Hypothetical 5% return | | | 1,000.00 | | | | 1,013.86 | + | | | 11.42 | |
Class IR | | | | | | | | | | | | |
Actual | | | 1,000.00 | | | | 947.10 | | | | 11.78 | |
Hypothetical 5% return | | | 1,000.00 | | | | 1,013.11 | + | | | 12.18 | |
Class R | | | | | | | | | | | | |
Actual | | | 1,000.00 | | | | 944.00 | | | | 14.01 | |
Hypothetical 5% return | | | 1,000.00 | | | | 1,010.79 | + | | | 14.50 | |
| * | | Expenses for each share class are calculated using the Fund’s annualized net expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the six months ended October 31, 2015. Expenses are calculated by multiplying the annualized net expense ratio by the average account value for the period; then multiplying the result by the number of days in the most recent fiscal half year; and then dividing that result by the number of days in the fiscal year. The annualized net expense ratios for the period were as follows: | |
| | | | | | | | | | | | | | | | | | | | |
Fund | | Class A | | | Class C | | | Institutional | | | Class IR | | | Class R | |
Multi-Manager Alternatives | | | 2.64 | % | | | 3.40 | % | | | 2.25 | % | | | 2.40 | % | | | 2.86 | % |
| + | | Hypothetical expenses are based on the Fund’s actual annualized net expense ratios and an assumed rate of return of 5% per year before expenses. | |
54
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Statement Regarding Basis for Approval of Management Agreement and Sub-Advisory Agreements (Unaudited)
Background
The Goldman Sachs Multi-Manager Alternatives Fund (the “Fund”) is an investment portfolio of Goldman Sachs Trust II (the “Trust”). The Board of Trustees (the “Board” or the “Trustees”) oversees the management of the Trust and reviews the investment performance and expenses of the Fund at regularly scheduled meetings held throughout the year. The Fund employs a “manager of managers” structure, whereby Goldman Sachs Asset Management, L.P. (the “Investment Adviser”) is responsible for selecting sub-advisers (subject to Board approval), allocating the Fund’s assets among them, and overseeing their day-to-day management of Fund assets. The Board determines annually whether to approve the continuance of the Trust’s investment management agreement with the Investment Adviser (the “Management Agreement”) on behalf of the Fund.
The Management Agreement was most recently approved for continuation until August 31, 2016 by the Board, including those Trustees who are not parties to the Management Agreement or “interested persons” (as defined in the Investment Company Act of 1940, as amended, (“1940 Act”)) of any party thereto (the “Independent Trustees”), at a meeting held on August 5, 2015 (the “Annual Meeting”). At the Annual Meeting, the Board also considered the sub-advisory agreements (each a “Designated Sub-Advisory Agreement”) between the Investment Adviser, on behalf of the Fund, and each of Ares Capital Management II LLC (“Ares”), Brigade Capital Management, LP (“Brigade”), First Pacific Advisors, LLC (“FPA”), Graham Capital Management, L.P. (“Graham”), Halcyon Liquid Strategies IC Management, L.P. (“Halcyon”), Lateef Investment Management L.P. (“Lateef”), Polaris Capital Management, LLC (“Polaris”), and Sirios Capital Management, L.P. (“Sirios”) (collectively, the “Designated Sub-Advisers” and together with all sub-advisers serving from time to time, the Sub-Advisers).
The review process undertaken by the Trustees spans the course of the year and culminates with the Annual Meeting. To assist the Trustees in their deliberations, the Trustees have established a Contract Review Committee (the “Committee”), comprised of the Independent Trustees. The Committee held three meetings over the course of the year since the Management Agreement was last approved. At those Committee meetings, regularly scheduled Board or other committee meetings, and/or the Annual Meeting, matters relevant to the renewal of the Management Agreement or the Designated Sub-Advisory Agreements were considered by the Board, or the Independent Trustees, as applicable. In reviewing the Management Agreement, the Trustees also drew on information they had received in their capacity as Trustees of other registered investment companies sponsored by the Investment Adviser. The matters considered by the Board included:
| (a) | | the nature and quality of the advisory, administrative, and other services provided to the Fund by the Investment Adviser and its affiliates, including information about: |
| (i) | | the structure, staff, and capabilities of the Investment Adviser and its portfolio management team; |
| (ii) | | the groups within the Investment Adviser and its affiliates that support the portfolio management team or provide other types of necessary services, including fund services groups (e.g., accounting and financial reporting, tax, shareholder services and operations); controls and risk management groups (e.g., legal, compliance, valuation oversight, credit risk management, internal audit, compliance testing, market risk analysis, finance and strategy and central funding); sales and distribution support groups and others (e.g., information technology and training); |
| (iii) | | trends in employee headcount; |
| (iv) | | the Investment Adviser’s financial resources and ability to hire and retain talented personnel and strengthen its operations; and |
| (v) | | the parent company’s support of the Investment Adviser and its mutual fund business, as expressed by the firm’s senior management; |
| (b) | | information on the investment performance of the Fund, including comparisons to the performance of similar mutual funds, as prepared by the Investment Adviser using data provided by a third-party mutual fund data provider engaged as part of the contract review process (the “Outside Data Provider”), benchmark performance indices, and composite performance of comparable unregistered funds managed by the Investment Adviser, and general investment outlooks in the markets in which the Fund invests; |
| (c) | | the terms of the Management Agreement and other agreements with affiliated service providers entered into by the Trust on behalf of the Fund; |
| (d) | | fee and expense information for the Fund, including comparative information on the advisory fees charged and services provided by the Investment Adviser to other types of accounts (including private funds and non-U.S. funds) with comparable investment strategies managed by the Investment Adviser; |
| (e) | | with respect to the extensive investment performance provided by the Outside Data Provider, its processes in producing that data for the Fund; |
| (f) | | the undertakings of the Investment Adviser to waive certain fees and to limit certain expenses of the Fund that exceed a specified level; |
55
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Statement Regarding Basis for Approval of Management Agreement and Sub-Advisory Agreements (Unaudited) (continued)
| (g) | | information relating to the profitability of the Management Agreement and the transfer agency and distribution and service arrangements of the Fund and the Trust as a whole to the Investment Adviser and its affiliates; |
| (h) | | whether the Fund’s existing management fee schedule adequately addressed any economies of scale; |
| (i) | | a summary of the “fall-out” benefits derived by the Investment Adviser and its affiliates from their relationships with the Fund, including the fees received by the Investment Adviser’s affiliates from the Fund for transfer agency, distribution and other services; |
| (j) | | a summary of potential benefits derived by the Fund as a result of its relationship with the Investment Adviser; |
| (k) | | information regarding commissions paid by the Fund and broker oversight, and how the Investment Adviser carries out its duty to seek best execution; |
| (l) | | portfolio manager ownership of Fund shares; the manner in which portfolio manager compensation is determined; and the number and types of accounts managed by the portfolio managers; |
| (m) | | the nature and quality of the services provided to the Fund by service providers that are not affiliated with Goldman, Sachs & Co. (“Goldman Sachs”) (including the Sub-Advisers), and the Investment Adviser’s general oversight and evaluation (including reports on due diligence) of those service providers as part of the administration services provided under the Management Agreement; and |
| (n) | | the Investment Adviser’s processes and policies addressing various types of potential conflicts of interest; its approach to risk management; the annual review of the effectiveness of the Fund’s compliance program; and periodic compliance reports. |
The Trustees also received an overview of the Fund’s distribution arrangements. They received information regarding the Fund’s assets, share purchase and redemption activity and the payment of Rule 12b-1 distribution and service fees by the Fund. Information was also provided to the Trustees relating to revenue sharing payments made by and services provided by the Investment Adviser and its affiliates to intermediaries that promote the sale, distribution and/or servicing of Fund shares.
In evaluating the Management Agreement at the Annual Meeting, the Trustees then in office relied upon their knowledge, resulting from their meetings and other interactions throughout the year, of the Investment Adviser and its affiliates, their services, the Fund, and the other investment companies for which the Trustees have responsibility. In conjunction with these meetings, the Trustees received written materials and oral presentations on the topics covered, and were advised by their independent legal counsel regarding their responsibilities and other regulatory requirements related to the approval and continuation of mutual fund investment management agreements under applicable law. In addition, the Investment Adviser and its affiliates provided the Independent Trustees with a written response to a formal request for information sent on behalf of the Independent Trustees by their independent legal counsel. During the course of their deliberations, the Independent Trustees met in executive sessions with their independent legal counsel, without representatives of the Investment Adviser or its affiliates present. The Independent Trustees also discussed the broad range of other investment choices that are available to Fund investors, including the availability of comparable funds managed by other advisers.
Nature, Extent, and Quality of the Services Provided Under the Management Agreement
As part of their review, the Trustees considered the nature, extent, and quality of the services provided to the Fund by the Investment Adviser. In this regard, the Trustees considered both the investment advisory services and non-advisory services that are provided by the Investment Adviser and its affiliates. The Trustees also considered information about the Fund’s structure, investment objective, strategies and other characteristics. In particular, the Trustees noted that the Fund employs a “manager of managers” structure, whereby the Investment Adviser is responsible for selecting Sub-Advisers (subject to Board approval), allocating the Fund’s assets among them, and overseeing the Sub-Advisers’ day-to-day management of the Fund assets. The Trustees noted the experience and capabilities of the Investment Adviser’s portfolio management team dedicated to Sub-Adviser oversight. They also noted the significant resources that the Investment Adviser devotes to risk management and the control environment in which the Fund operates, as well as the Investment Adviser’s commitment to maintaining high quality systems. The Trustees concluded that the Investment Adviser continued to commit substantial financial and operational resources to the Fund and expressed confidence that the Investment Adviser would continue to do so in the future. The Trustees also recognized that the Investment Adviser had made significant commitments to address regulatory compliance requirements applicable to the Fund and the Investment Adviser. The Trustees also reviewed the Sub-Adviser oversight process that the Investment Adviser had employed, which included areas such as investment analytics, risk management and compliance. The Trustees concluded that the Investment Adviser’s management of the Fund would likely benefit the Fund and its shareholders.
56
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Statement Regarding Basis for Approval of Management Agreement and Sub-Advisory Agreements (Unaudited) (continued)
Investment Performance
The Trustees also considered the investment performance of the Fund. In this regard, they compared the investment performance of the Fund to its peers prepared by the Investment Adviser using the peer groups identified by the Outside Data Provider as of June 30, 2015. The information on the Fund’s investment performance was provided for the one-year period and the year-to-date period ended June 30, 2015. As part of this review, they reviewed the investment performance of the Fund in light of its investment objective and policies and market conditions. The Trustees also received information comparing the Fund’s performance to that of composite performance of comparable unregistered funds managed by the Investment Adviser. They considered that the unregistered funds provide an imperfect performance comparison because they are not subject to 1940 Act requirements.
In addition, the Trustees considered materials prepared and presentations made by the Investment Adviser’s senior management and portfolio management personnel, in which Fund performance was assessed. The Trustees also considered the Investment Adviser’s periodic reports with respect to the Fund’s risk profiles, and how the Investment Adviser’s approach to risk monitoring and management influences portfolio management. The Trustees noted that the Fund’s Class A Shares had placed in the second quartile of its peer group for the one-year period, and had outperformed the Fund’s benchmark index for the one-year period ended June 30, 2015.
Costs of Services Provided and Comparative Information
The Trustees considered the contractual terms of the Management Agreement, the fee rates payable by the Fund thereunder and the net amount retained by the Investment Adviser after payment of sub-advisory fees. In this regard, the Trustees considered information on the services rendered by the Investment Adviser to the Fund, which included both advisory and administrative services that were directed to the needs and operations of the Fund as a registered mutual fund.
In particular, the Trustees reviewed the analysis prepared by the Investment Adviser regarding the expenses of the Fund. The analysis provided a comparison of the Fund’s management fees and breakpoints to fees of other types of accounts with comparable investment strategies managed by the Investment Adviser. The Trustees also considered that the services provided to the Fund differed in various significant respects from the services provided to these other types of accounts, which generally operated under less stringent regulatory and financial reporting requirements. They also noted that these types of accounts have a compensation structure which include performance fees, and also pay additional asset-based fees and performance fees to the managers of underlying hedge funds. The analysis also compared the Fund’s transfer agency fees to those of the peer group and category medians. The Trustees concluded that the comparison provided by the Investment Adviser was useful in evaluating the reasonableness of the management fees and total expenses paid by the Fund.
The Trustees also considered the Investment Adviser’s undertakings to waive certain fees and to limit certain expenses of the Fund that exceed specified levels. The Trustees noted that the Investment Adviser had agreed to waive a portion of its management fee in an amount equal to the entire management fee paid to the Investment Adviser as the investment adviser to the Fund’s wholly-owned subsidiary.
In addition, the Trustees noted that shareholders are able to redeem their Fund shares at any time if shareholders believe that the Fund fees and expenses are too high or if they are dissatisfied with the performance of the Fund.
Profitability
The Trustees reviewed the Investment Adviser’s revenues and pre-tax profit margins with respect to the Fund. In this regard the Trustees noted that they had received, among other things, a profitability analysis and summary, revenue and expense schedule by function (i.e., investment management, transfer agency, and distribution and service), and information on the Investment Adviser’s expense allocation methodology. They observed that the profitability and expense figures are substantially similar to those used by the Investment Adviser for many internal purposes, including compensation decisions among various business groups, and are thus subject to a vigorous internal debate about how certain revenue and expenses should be allocated. The Trustees also noted that the internal audit group within the Goldman Sachs organization had audited the expense allocation methodology and was satisfied with the reasonableness, consistency, and accuracy of the Investment Adviser’s expense allocation methodology and profitability analysis calculations. Profitability data were provided for 2014 and 2013, and the Trustees considered this information in relation to the Investment Adviser’s overall profitability.
57
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Statement Regarding Basis for Approval of Management Agreement and Sub-Advisory Agreements (Unaudited) (continued)
Economies of Scale
The Trustees considered the information that had been provided regarding the Investment Adviser’s profitability. The Trustees also considered the breakpoints in the fee rate payable under the Management Agreement at the following annual percentage rates of the average daily net assets of the Fund:
| | | | |
Average Daily Net Assets | | Management Fee Annual Rate | |
First $2 billion | | | 2.00 | % |
Next $3 billion | | | 1.80 | % |
Next $3 billion | | | 1.71 | % |
Over $8 billion | | | 1.68 | % |
The Trustees noted that the breakpoints were designed to share potential economies of scale, if any, with the Fund and its shareholders as assets under management reach those asset levels. The Independent Trustees also considered the relationship between the advisory and sub-advisory fee rate schedules, including the blended sub-advisory fee rates paid to all Sub-Advisers. The Trustees considered the amounts of assets in the Fund; the Fund’s recent share purchase and redemption activity; the information provided by the Investment Adviser relating to the costs of the services provided by the Investment Adviser and its affiliates and their realized profits; information comparing fee rates charged by the Investment Adviser with fee rates charged to other types of accounts with comparable investment strategies; and the Investment Adviser’s undertakings to waive certain fees and to limit certain expenses of the Fund that exceed specified levels. Upon reviewing these matters at the Annual Meeting, the Trustees concluded that the fee breakpoints represented a means of assuring that benefits of scalability, if any, would be passed along to shareholders at the specified asset levels.
Other Benefits to the Investment Adviser and Its Affiliates
The Trustees also considered the other benefits derived by the Investment Adviser and its affiliates from their relationships with the Fund, including: (a) transfer agency fees received by Goldman Sachs; (b) the Investment Adviser’s ability to leverage the infrastructure designed to service the Fund on behalf of its other clients; (c) the Investment Adviser’s ability to cross-market other products and services to Fund shareholders; (d) Goldman Sachs’ retention of certain fees as the Fund’s distributor; (e) the Investment Adviser’s ability to negotiate better pricing with custodians on behalf of its other clients, as a result of the relationship with the Fund; and (f) the possibility that the working relationship between the Investment Adviser and the Fund’s third-party service providers (including the Sub-Advisers) may cause those service providers to be more likely to do business with other areas of Goldman Sachs. In considering these benefits to the Investment Adviser and its affiliates, the Trustees reviewed the “Summary of Fall-Out Benefits” memorandum and took note of additional items the Investment Adviser included in the Board materials.
Other Benefits to the Fund and Its Shareholders
The Trustees also noted that the Fund receives certain potential benefits as a result of its relationship with the Investment Adviser, including: (a) enhanced servicing from vendors because of the volume of business generated by the Investment Adviser and its affiliates; (b) the Investment Adviser’s knowledge and experience gained from managing other accounts and products; (c) the Investment Adviser’s ability to hire and retain qualified personnel, along with certain Sub-Advisers, to provide services to the Fund because of the reputation of the Goldman Sachs organization; (d) the Fund’s access to certain affiliated distribution channels; and (e) the Fund’s access, through the Investment Adviser, to certain firmwide resources (e.g., proprietary risk management systems and databases), subject to certain restrictions. In addition, the Trustees noted the competitive nature of the mutual fund marketplace, and considered that many of the Fund’s shareholders invested in the Fund in part because of the Fund’s relationship with the Investment Adviser and that those shareholders have a general expectation that the relationship will continue.
Conclusion
In connection with their consideration of the Management Agreement, the Trustees gave weight to each of the factors described above, but did not identify any particular factor as controlling their decision. After deliberation and consideration of all the available information, including the factors described above, the Trustees concluded, in the exercise of their business judgment, that the management fees paid by the Fund were reasonable in light of the services provided to it by the Investment Adviser, the Investment Adviser’s costs and the Fund’s current and reasonably foreseeable asset levels. The Trustees unanimously concluded that the Investment Adviser’s continued management would likely benefit the Fund and its shareholders and that the Management Agreement should be approved and continued until August 31, 2016.
58
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Statement Regarding Basis for Approval of Management Agreement and Sub-Advisory Agreements (Unaudited) (continued)
Designated Sub-Advisory Agreements
Nature, Extent, and Quality of the Services Provided Under the Designated Sub-Advisory Agreements and Performance
In evaluating the Designated Sub-Advisory Agreements, the Trustees relied upon materials furnished and presentations made by the Investment Adviser and the Designated Sub-Advisers. In evaluating the nature, extent, and quality of services provided by each Designated Sub-Adviser, the Trustees considered information on the services provided to the Fund by each Designated Sub-Adviser, including information about each Designated Sub-Adviser’s (a) personnel and compensation structure; (b) track record in managing funds or accounts with comparable investment strategies; (c) policies and procedures in place to address potential conflicts of interest; and (d) compliance program and code of ethics. The Trustees noted that Ares, Brigade, and Lateef had provided services to the Fund since its inception, and reviewed the Fund’s operations and investment performance since its inception with respect to the management of their respective sleeves of the Fund. As to FPA, Graham, Halcyon, Polaris, and Sirios, the Trustees reviewed the operations and investment performance of the applicable sleeve since the Fund’s initial allocation to the Sub-Adviser. In considering the Designated Sub-Advisers’ respective investment performance, the Trustees reviewed a comparison of each Sub-Adviser to relevant benchmark indices based on various metrics, including realized beta, excess return, alpha and volatility. The Trustees also reviewed the services provided to the Fund under each Designated Sub-Advisory Agreement.
Costs of Services Provided
The Trustees reviewed the terms of each Designated Sub-Advisory Agreement, including the fee schedules for the Designated Sub-Advisers. They considered the breakpoints (if applicable) in the sub-advisory fee rate payable under each Designated Sub-Advisory Agreement. The Trustees noted that the compensation paid to each Designated Sub-Adviser would be paid by the Investment Adviser, not by the Fund, and the retention of the Sub-Advisers does not increase the fees incurred by the Fund for advisory services. They noted that the Investment Adviser believes that the relationship between the management fees paid by the Fund and the sub-advisory fees paid by the Investment Adviser is appropriate given the level of services the Investment Adviser provides to the Fund and significant differences in cost drivers and risks associated with the respective services offered by the Investment Adviser and each Designated Sub-Adviser. The Trustees reviewed the anticipated blended average of all sub-advisory fees to be paid by the Investment Adviser and the amount of the management fee retained by GSAM.
Conclusion
In connection with their consideration of the Designated Sub-Advisory Agreement at the Annual Meeting, the Trustees gave weight to various factors, but did not identify any particular factor as controlling their decision. After deliberation and consideration of the information provided, the Independent Trustees unanimously concluded that each Designated Sub-Adviser’s management of a sleeve of the Fund would likely benefit the Fund and its shareholders, and that each Designated Sub-Advisory Agreement should be approved and continued until August 31, 2016.
Sub-Advisory Agreement with Atreaus
In addition to the action taken by the Trustees to approve the continuance of the Management Agreement and the Designated Sub-Advisory Agreements, upon the recommendation of the Investment Adviser, at a meeting held on August 5, 2015, the Trustees, including all of the Independent Trustees, approved a sub-advisory agreement (the “Atreaus Sub-Advisory Agreement”) between the Investment Adviser and Atreaus Capital, LP (“Atreaus”).
In connection with the meeting, the Trustees received written materials and oral presentations on the topics covered, and were advised by their independent legal counsel. In addition, Atreaus provided information in response to a request from the Investment Adviser.
Nature, Extent, and Quality of the Services Provided Under the New Sub-Advisory Agreement
The Trustees, including all of the Independent Trustees, unanimously concluded that the Atreaus Sub-Advisory Agreement between the Investment Manager and Atreaus with respect to the Fund should be approved. In reaching this determination, they relied on the information provided by the Investment Adviser and Atreaus. In evaluating the nature, extent, and quality of services to be provided by Atreaus, the Trustees considered information on the services to be provided to the Fund by Atreaus, including information about Atreaus’ (a) personnel and compensation structure; (b) track record in managing an unregistered fund with comparable investment strategies; (c) policies and procedures in place to address potential conflicts of interest; and (d) compliance program and code of ethics. In this regard, they considered assessments provided by the Investment Adviser of Atreaus, Atreaus’
59
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Statement Regarding Basis for Approval of Management Agreement and Sub-Advisory Agreements (Unaudited) (continued)
investment strategies and personnel and its compliance program. The Trustees considered that Atreaus currently manages other assets for the Investment Adviser’s clients. They reviewed performance information for an unregistered fund managed by Atreaus with comparable investment strategies to those to be used in managing its respective sleeve of the Fund. They noted that, because Atreaus had not previously provided services to the Fund, there was no performance information to evaluate with respect to the Fund.
Costs of Services to be Provided
The Trustees reviewed the terms of the Atreaus Sub-Advisory Agreement and the proposed fee schedule for Atreaus, including breakpoints. They also considered the fees that Atreaus charges to an unregistered fund with comparable investment strategies to those to be to be used in managing its respective sleeve of the Fund. They noted that the compensation paid to Atreaus would be paid by the Investment Adviser, not by the Fund. They also noted that the terms of the Atreaus Sub-Advisory Agreement were the result of arms’ length negotiations between the Investment Adviser and Atreaus. The Trustees reviewed the anticipated blended average of all sub-advisory fees to be paid by the Investment Adviser, after giving effect to the hiring of Atreaus, and the amount of management fee retained by the Investment Adviser.
Conclusion
In connection with their consideration of the Atreaus Sub-Advisory Agreement at the meeting, the Trustees gave weight to various factors, but did not identify any particular factor as controlling their decision. After deliberation and consideration of the information provided, the Independent Trustees unanimously concluded that Atreaus’ management of a sleeve of the Fund would likely benefit the Fund and its shareholders, and that the Atreaus Sub-Advisory Agreement should be approved for a period of two years.
60
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Statement Regarding Basis for Approval of Amended Sub-Advisory Agreements (Unaudited)
Upon the recommendation of Goldman Sachs Asset Management, L.P. (the “Investment Adviser”), at meetings held on May 12, 2015 and June 11, 2015 (the “Meetings”), the Trustees, including all of the Trustees present who are not parties to the Fund’s investment management agreement or any sub-advisory agreements or “interested persons” (as defined in the Investment Company Act of 1940, as amended) of any party thereto (the “Independent Trustees”), approved amendments to sub-advisory agreement (each an “Amended Sub-Advisory Agreement”) between the Investment Adviser and Halcyon Liquid Strategies IC Management, LP (“Halcyon”).
In connection with the Meetings, the Trustees received written materials and oral presentations on the topics covered, and were advised by their independent legal counsel. In addition, Halcyon provided information in response to a request from the Investment Adviser.
Nature, Extent, and Quality of the Services Provided Under the Sub-Advisory Agreement and Performance
The Trustees, including all of the Independent Trustees, unanimously concluded that the Amended Sub-Advisory Agreements between the Investment Manager and Halcyon with respect to the Fund should be approved. In reaching this determination, they relied on the information provided by the Investment Adviser and Halcyon. In evaluating the nature, extent, and quality of services to be provided by Halcyon, the Trustees considered information on the services provided to the Fund by Halcyon, including information about the Halcyon’s (a) personnel and compensation structure; (b) track record in managing accounts with comparable investment strategies; (c) policies and procedures in place to address potential conflicts of interest; and (d) compliance program and code of ethics. In this regard, they considered assessments provided by the Investment Adviser of Halcyon, its investment strategies and personnel and its compliance program. The Trustees reviewed the Fund’s operations and investment performance since the Fund’s initial allocation to Halcyon with respect to the management of its respective sleeve of the Fund.
Costs of Services to be Provided
The Trustees reviewed the terms of each Amended Sub-Advisory Agreement, including the proposed fee schedule for Halcyon, which reflected a reduction from the prior fee schedule. They noted that the compensation paid to Halcyon would be paid by the Investment Adviser, not by the Fund, and accordingly that the reduction would increase the amount retained by the Investment Adviser. They also noted that the terms of each Amended Sub-Advisory Agreement were the result of arms’ length negotiations between the Investment Adviser and Halcyon. The Trustees reviewed the anticipated blended average of all sub-advisory fees to be paid by the Investment Adviser, after giving effect to the reduction in the fee payable to Halcyon, and the amount of the management fee retained by the Investment Adviser.
Conclusion
In connection with their consideration of each Amended Sub-Advisory Agreement at the Meetings, the Trustees gave weight to various factors, but did not identify any particular factor as controlling their decision. After deliberation and consideration of the information provided, the Independent Trustees unanimously concluded that Halcyon’s management of a sleeve of the Fund would likely benefit the Fund and its shareholders, and that each Amended Sub-Advisory Agreement should be approved.
61
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Trustees and Officers (Unaudited)
Independent Trustees
| | | | | | | | | | |
Name, Address and Age1 | | Position(s) Held with the Trust | | Term of Office and Length of Time Served2 | | Principal Occupation(s) During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Trustee3 | | Other Directorships Held by Trustee4 |
Ashok N. Bakhru Age: 73 | | Chairman of the Board of Trustees | | Since 1996 (Trustee since 1991) | | Mr. Bakhru is retired. He was formerly Director, Apollo Investment Corporation (a business development company) (2008-2013); President, ABN Associates (a management and financial consulting firm) (1994-1996 and 1998-2012); Trustee, Scholarship America (1998-2005); Trustee, Institute for Higher Education Policy (2003-2008); Director, Private Equity Investors — III and IV (1998-2007), and Equity-Linked Investors II (April 2002-2007). Chairman of the Board of Trustees — Goldman Sachs Fund Complex. | | 136 | | None |
Cheryl K. Beebe Age: 59 | | Trustee | | Since 2015 | | Ms. Beebe is retired. She is Director, Convergys Corporation (2015-Present); Director, Packaging Corporation of America (2008-Present); and was formerly Executive Vice President, (2010-2014); and Chief Financial Officer, Ingredion, Inc. (a global corn refining and manufacturing company) (2004-2014). Trustee — Goldman Sachs Fund Complex. | | 7 | | Convergys Corporation (a customer management company); Packaging Corporation of America (producer of container board) |
John P. Coblentz, Jr. Age: 74 | | Trustee | | Since 2003 | | Mr. Coblentz is retired. Formerly, he was Partner, Deloitte & Touche LLP (a professional services firm) (1975-2003); Director, Emerging Markets Group, Ltd. (2004-2006); and Director, Elderhostel, Inc. (2006-2012). Trustee — Goldman Sachs Fund Complex. | | 136 | | None |
John F. Killian Age: 60 | | Trustee | | Since 2015 | | Mr. Killian is retired. He is Director, Consolidated Edison, Inc. (2007-Present); Director, Houghton Mifflin Harcourt Publishing Company (2011-Present); and formerly held senior management positions with Verizon Communications, Inc., including Executive Vice President and Chief Financial Officer (2009-2010); President, Verizon Business, Verizon Communications, Inc. (2005-2009). Trustee — Goldman Sachs Fund Complex. | | 7 | | Consolidated Edison, Inc. (a utility holding company); Houghton Mifflin Harcourt Publishing Company |
Richard P. Strubel Age: 76 | | Trustee | | Since 1987 | | Mr. Strubel is retired. Formerly, he served as Chairman of the Board of Trustees, Northern Funds (a family of retail and institutional mutual funds managed by Northern Trust Investments, Inc.) (2008-2014) and Trustee (1982-2014); Director, Cardean Learning Group (provider of educational services via the internet) (2003-2008); and Director, Gildan Activewear Inc. (a clothing marketing and manufacturing company) (2000-2014). He serves as Trustee Emeritus, The University of Chicago (1987-Present). Trustee — Goldman Sachs Fund Complex. | | 136 | | None |
| | | | | | | | | | |
62
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Trustees and Officers (Unaudited) (continued)
Interested Trustee*
| | | | | | | | | | |
Name, Address and Age1 | | Position(s) Held with the Trust | | Term of Office and Length of Time Served2 | | Principal Occupation(s) During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Trustee3 | | Other Directorships Held by Trustee4 |
James A. McNamara Age: 53 | | President and Trustee | | Since 2007 | | Managing Director, Goldman Sachs (December 1998-Present); Director of Institutional Fund Sales, GSAM (April 1998-December 2000); and Senior Vice President and Manager, Dreyfus Institutional Service Corporation (January 1993- April 1998). President — Goldman Sachs Fund Complex (November 2007-Present); Senior Vice President — Goldman Sachs Fund Complex (May 2007-November 2007); and Vice President — Goldman Sachs Fund Complex (2001-2007). Trustee — Goldman Sachs Fund Complex (November 2007-Present and December 2002-May 2004). | | 135 | | None |
| | | | | | | | | | |
* | | Mr. McNamara is considered to be an “Interested Trustee” because he holds a position with Goldman Sachs and owns securities issued by The Goldman Sachs Group, Inc. He holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor. |
1 | | Each Trustee may be contacted by writing to the Trustee, c/o Goldman Sachs, 200 West Street, New York, New York, 10282, Attn: Caroline Kraus. Information is provided as of October 31, 2015. |
2 | | Each Trustee holds office for an indefinite term until the earliest of: (a) the election of his or her successor; (b) the date the Trustee resigns or is removed by the Board of Trustees or shareholders, in accordance with the Trust’s Declaration of Trust; or (c) the termination of the Trust. |
3 | | With respect to Messrs. Bakhru, Coblentz, Strubel and McNamara, the Goldman Sachs Fund Complex includes the Trust, Goldman Sachs Trust (“GST”), Goldman Sachs Variable Insurance Trust (“GSVIT”), Goldman Sachs ETF Trust (“GSETF”) Goldman Sachs MLP Income Opportunities Fund (“GSMLP”) and Goldman Sachs MLP and Energy Renaissance Fund (“GSMER”). With respect to Messrs. Bakhru, Coblentz and Strubel, the Goldman Sachs Fund Complex also includes Goldman Sachs BDC, Inc. (“GSBDC”). With respect to Ms. Beebe and Mr. Killian, the Goldman Sachs Fund Complex only includes the Trust. As of October 31, 2015, the Trust consisted of seven portfolios (six of which offered shares to the public), GST consisted of 98 portfolios (91 of which offered shares to the public), GSVIT consisted of 14 portfolios, each of GSMLP, GSMER and GSBDC consisted of one portfolio and GSETF consisted of 14 portfolios (two of which offered shares to the public). |
4 | | This column includes only directorships of companies required to report to the Securities and Exchange Commission under the Securities Exchange Act of 1934 (i.e., “public companies”) or other investment companies registered under the Act. |
Additional information about the Trustees is available in the Fund’s Statement of Additional Information, which can be obtained from Goldman Sachs free of charge by calling this toll-free number (in the United States of America): 1-800-526-7384.
63
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
Trustees and Officers (Unaudited) (continued)
Officers of the Trust*
| | | | | | |
Name, Address and Age1 | | Position(s) Held With the Trust | | Term of
Office and Length of Time Served2 | | Principal Occupation(s) During Past 5 Years |
James A. McNamara 200 West Street New York, NY 10282 Age: 53 | | President and Trustee | | Since 2007 | | Managing Director, Goldman Sachs (December 1998-Present); Director of Institutional Fund Sales, GSAM (April 1998-December 2000); and Senior Vice President and Manager, Dreyfus Institutional Service Corporation (January 1993-April 1998). President — Goldman Sachs Fund Complex (November 2007-Present); Senior Vice President — Goldman Sachs Fund Complex (May 2007-November 2007); and Vice President — Goldman Sachs Fund Complex (2001-2007). Trustee — Goldman Sachs Fund Complex (November 2007-Present and December 2002-May 2004). |
Caroline L. Kraus 200 West Street New York, NY 10282 Age: 38 | | Secretary | | Since 2012 | | Vice President, Goldman Sachs (August 2006-Present); Associate General Counsel, Goldman Sachs (2012-Present); Assistant General Counsel, Goldman Sachs (August 2006-December 2011); and Associate, Weil, Gotshal & Manges, LLP (2002-2006). Secretary — Goldman Sachs Fund Complex (August 2012-Present); and Assistant Secretary — Goldman Sachs Fund Complex (June 2012-August 2012). |
Scott M. McHugh 200 West Street New York, NY 10282 Age: 44 | | Principal Financial Officer, Senior Vice President and Treasurer | | Since 2009 (Principal Financial Officer since 2013) | | Vice President, Goldman Sachs (February 2007-Present); Assistant Treasurer of certain mutual funds administered by DWS Scudder (2005-2007); and Director (2005-2007), Vice President (2000-2005), and Assistant Vice President (1998-2000), Deutsche Asset Management or its predecessor (1998-2007). Principal Financial Officer — Goldman Sachs Fund Complex (November 2013-Present); Treasurer — Goldman Sachs Fund Complex (October 2009-Present); Senior Vice President — Goldman Sachs Fund Complex (November 2009-Present); and Assistant Treasurer — Goldman Sachs Fund Complex (May 2007-October 2009). |
| | | | | | |
* | | Represents a partial list of officers of the Trust. Additional information about all the officers is available in the Fund’s Statement of Additional Information, which can be obtained from Goldman Sachs free of charge by calling this toll-free number (in the United States): 1-800-526-7384. |
1 | | Information is provided as of October 31, 2015. |
2 | | Officers hold office at the pleasure of the Board of Trustees or until their successors are duly elected and qualified. Each officer holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor. |
64
FUNDS PROFILE
Goldman Sachs Funds

Goldman Sachs is a premier financial services firm, known since 1869 for creating thoughtful and customized investment solutions in complex global markets.
Today, the Investment Management Division of Goldman Sachs serves a diverse set of clients worldwide, including private institutions, public entities and individuals. With approximately $1.02 trillion in assets under supervision as of September 30, 2015, Goldman Sachs Asset Management (“GSAM”) has portfolio management teams located around the world and our investment professionals bring firsthand knowledge of local markets to every investment decision. Assets under supervision includes assets under management and other client assets for which Goldman Sachs does not have full discretion. GSAM leverages the resources of Goldman, Sachs & Co. subject to legal, internal and regulatory restrictions.

Money Market1
Financial Square FundsSM
n | | Financial Square Tax-Exempt Funds |
n | | Financial Square Tax-Free Money Market Fund |
n | | Financial Square Treasury Solutions Fund2 |
n | | Financial Square Government Fund |
n | | Financial Square Money Market Fund |
n | | Financial Square Prime Obligations Fund |
n | | Financial Square Treasury Instruments Fund |
n | | Financial Square Treasury Obligations Fund |
n | | Financial Square Federal Instruments Fund |
Fixed Income
Short Duration and Government
n | | High Quality Floating Rate Fund |
n | | Limited Maturity Obligations Fund |
n | | Short Duration Government Fund |
n | | Short Duration Income Fund |
n | | Inflation Protected Securities Fund |
Multi-Sector
Municipal and Tax-Free
n | | High Yield Municipal Fund |
n | | Dynamic Municipal Income Fund3 |
n | | Short Duration Tax-Free Fund |
Single Sector
n | | Investment Grade Credit Fund |
n | | High Yield Floating Rate Fund |
n | | Emerging Markets Debt Fund |
n | | Local Emerging Markets Debt Fund |
n | | Dynamic Emerging Markets Debt Fund |
Fixed Income Alternatives
n | | Long Short Credit Strategies Fund |
n | | Fixed Income Macro Strategies Fund |
Fundamental Equity
n | | Small/Mid Cap Value Fund |
n | | Small/Mid Cap Growth Fund |
n | | Flexible Cap Growth Fund |
n | | Concentrated Growth Fund |
n | | Technology Opportunities Fund4 |
n | | Growth Opportunities Fund |
n | | Rising Dividend Growth Fund |
n | | Dynamic U.S. Equity Fund5 |
Tax-Advantaged Equity
n | | U.S. Tax-Managed Equity Fund |
n | | International Tax-Managed Equity Fund |
n | | U.S. Equity Dividend and Premium Fund |
n | | International Equity Dividend and Premium Fund |
Equity Insights
n | | Small Cap Equity Insights Fund |
n | | U.S. Equity Insights Fund |
n | | Small Cap Growth Insights Fund |
n | | Large Cap Growth Insights Fund |
n | | Large Cap Value Insights Fund |
n | | Small Cap Value Insights Fund |
n | | International Small Cap Insights Fund |
n | | International Equity Insights Fund |
n | | Emerging Markets Equity Insights Fund |
Fundamental Equity International
n | | Strategic International Equity Fund |
n | | Focused International Equity Fund |
n | | International Small Cap Fund |
n | | Emerging Markets Equity Fund6 |
Select Satellite7
n | | Real Estate Securities Fund |
n | | International Real Estate Securities Fund |
n | | Global Real Estate Securities Fund |
n | | Commodity Strategy Fund |
n | | Dynamic Commodity Strategy Fund |
n | | Dynamic Allocation Fund |
n | | Absolute Return Tracker Fund |
n | | Managed Futures Strategy Fund |
n | | MLP Energy Infrastructure Fund |
n | | Multi-Manager Alternatives Fund |
n | | Multi-Asset Real Return Fund |
n | | Retirement Portfolio Completion Fund |
n | | Absolute Return Multi-Asset Fund |
Total Portfolio Solutions7
n | | Global Managed Beta Fund |
n | | Multi-Manager Non-Core Fixed Income Fund |
n | | Multi-Manager U.S. Dynamic Equity Fund |
n | | Multi-Manager Global Equity Fund |
n | | Multi-Manager International Equity Fund |
n | | Tactical Tilt Implementation Fund |
n | | Balanced Strategy Portfolio |
n | | Multi-Manager Real Assets Strategy Fund |
n | | Growth and Income Strategy Portfolio |
n | | Growth Strategy Portfolio |
n | | Equity Growth Strategy Portfolio |
n | | Satellite Strategies Portfolio |
n | | Enhanced Dividend Global Equity Portfolio |
n | | Tax Advantaged Global Equity Portfolio |
1 | | An investment in a money market fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. Although the Funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Funds. |
2 | | Effective on September 30, 2015, the Goldman Sachs Financial Square Federal Fund was renamed the Goldman Sachs Financial Square Treasury Solutions Fund. |
3 | | Effective on December 18, 2014, the Goldman Sachs Municipal Income Fund was renamed the Goldman Sachs Dynamic Municipal Income Fund. |
4 | | Effective on July 31, 2015, the Goldman Sachs Technology Tollkeeper Fund was renamed the Goldman Sachs Technology Opportunities Fund. |
5 | | Effective on April 30, 2015, the Goldman Sachs U.S. Equity Fund was renamed the Goldman Sachs Dynamic U.S. Equity Fund. |
6 | | Effective at the close of business on October 23, 2015, the Goldman Sachs BRIC Fund (Brazil, Russia, India, China) was reorganized with and into the Goldman Sachs Emerging Markets Equity Fund. |
7 | | Individual Funds within the Total Portfolio Solutions and Select Satellite categories will have various placement on the risk/return spectrum and may have greater or lesser risk than that indicated by the placement of the general Total Portfolio Solutions or Select Satellite category. |
Financial Square FundsSM is a registered service mark of Goldman, Sachs & Co.
*This | | list covers open-end funds only. Please visit our website at www.GSAMFUNDS.com to learn about our closed-end funds and exchange-traded funds. |
| | |
TRUSTEES Ashok N. Bakhru, Chairman Cheryl K. Beebe John P. Coblentz, Jr. John F. Killian James A. McNamara Richard P. Strubel | | OFFICERS James A. McNamara, President Scott M. McHugh, Principal Financial Officer and Treasurer Caroline L. Kraus, Secretary |
| |
GOLDMAN, SACHS & CO. Distributor and Transfer Agent | | GOLDMAN SACHS ASSET MANAGEMENT, L.P. Investment Adviser |
Visit our web site at www.GSAMFUNDS.com to obtain the most recent month-end returns.
Goldman Sachs Asset Management, L.P. 200 West Street, New York, New York 10282
The reports concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, such as performance of the economy as a whole and of specific industry sectors, changes in the levels of interest rates, the impact of developing world events, and other factors that may influence the future performance of the Fund. Management believes these forward-looking statements to be reasonable, although they are inherently uncertain and difficult to predict. Actual events may cause adjustments in portfolio management strategies from those currently expected to be employed.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how a Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (I) without charge, upon request by calling 1-800-526-7384 (for Retail Shareholders) or 1-800-621-2550 (for Institutional Shareholders); and (II) on the Securities and Exchange Commission (“SEC”) web site at http://www.sec.gov.
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s web site at http://www.sec.gov within 60 days after the Fund’s first and third fiscal quarters. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may also be obtained by calling 1-800-SEC-0330. Form N-Q may be obtained upon request and without charge by calling 1-800-526-7384 (for Retail Shareholders) or 1-800-621-2550 (for Institutional Shareholders).
Fund Holdings and Allocations shown are as of October 31, 2015 and may not be representative of future investments. Fund holdings should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. Current and future holdings are subject to risk.
Economic and market forecasts presented herein reflect our judgment as of the date of this presentation and are subject to change without notice. These forecasts do not take into account the specific investment objectives, restrictions, tax and financial situation or other needs of any specific client. Actual data will vary and may not be reflected here. These forecasts are subject to high levels of uncertainty that may affect actual performance. Accordingly, these forecasts should be viewed as merely representative of a broad range of possible outcomes. These forecasts are estimated, based on assumptions, and are subject to significant revision and may change materially as economic and market conditions change. Goldman Sachs has no obligation to provide updates or changes to these forecasts. Case studies and examples are for illustrative purposes only.
The portfolio risk management process includes an effort to monitor and manage risk, but does not imply low risk.
This material is not authorized for distribution to prospective investors unless preceded or accompanied by a current Prospectus or summary prospectus, if applicable. Investors should consider the Fund’s objective, risks, and charges and expenses, and read the summary prospectus, if available, and/or the Prospectus carefully before investing or sending money. The summary prospectus, if available, and the Prospectus contain this and other information about the Fund and may be obtained from your authorized dealer or from Goldman, Sachs & Co. by calling (retail – 1-800-526-7384) (institutional – 1-800-621-2550).
© 2015 Goldman Sachs. All rights reserved. 22532-TEMPL-12/2015 MMALTAR-15V1 / 16.8k
(a) As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party (the “Code of Ethics”).
(b) During the period covered by this report, no amendments were made to the provisions of the Code of Ethics.
(c) During the period covered by this report, the registrant did not grant any waivers, including an implicit waiver, from any provision of the Code of Ethics.
(d) A copy of the Code of Ethics is available as provided in Item 12(a)(1) of this report.
ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
The registrant’s board of trustees has determined that the registrant has at least one “audit committee financial expert” (as defined in Item 3 of Form N-CSR) serving on its audit committee. John P. Coblentz, Jr. is the “audit committee financial expert” and is “independent” (as each term is defined in Item 3 of Form N-CSR).
ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
Table 1 — Items 4(a) - 4(d). The accountant fees below reflect the aggregate fees billed by the Fund of the Goldman Sachs Trust II to which this certified shareholder report relates.
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| | 2015 | | 2014 | | Description of Services Rendered |
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Audit Fees: | | | | | | | | | | | | |
| | | |
• PricewaterhouseCoopers LLP (“PwC”) | | | $ | 58,926 | | | | $ | 57,709 | | | Financial Statement audits. |
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Audit-Related Fees: | | | | | | | | | | | | |
| | | |
• PwC | | | $ | 0 | | | | $ | 0 | | | |
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Tax Fees: | | | | | | | | | | | | |
| | | |
• PwC | | | $ | 9,204 | | | | $ | 9,204 | | | |
Table 2 — Items 4(b)(c) & (d). Non-Audit Services to the Goldman Sachs Trust II’s service affiliates * that were pre-approved by the Audit Committee of the Goldman Sachs Trust II pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X.
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| | 2015 | | 2014 | | Description of Services Rendered |
| | | | | | | | | | | | |
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Audit-Related Fees: | | | | | | | | | | | | |
| | | |
• PwC | | | $ | 1,658,616 | | | | $ | 1,486,420 | | | Internal control review performed in accordance with Statement on Standards for Attestation Engagements No. 16 and semi annual updates relating to withholding tax accrual for non-US jurisdictions. These fees are borne by the Fund’s Adviser. |
* | These include the advisor (excluding sub-advisors) and any entity controlling, controlled by or under common control with the advisor that provides ongoing services to the registrant (hereinafter referred to as “service affiliates”). |
Item 4(e)(1) — Audit Committee Pre-Approval Policies and Procedures
Pre-Approval of Audit and Non-Audit Services Provided to the Funds of the Goldman Sachs Trust II. The Audit and Non-Audit Services Pre-Approval Policy (the “Policy”) adopted by the Audit Committee of Goldman Sachs Trust II (“GST II”) sets forth the procedures and the conditions pursuant to which services performed by an independent auditor for GST II may be pre-approved. Services may be pre-approved specifically by the Audit Committee as a whole or, in certain circumstances, by the Audit Committee Chairman or the person designated as the Audit Committee Financial Expert. In addition, subject to specified cost limitations, certain services may be pre-approved under the provisions of the Policy. The Policy provides that the Audit Committee will consider whether the services provided by an independent auditor are consistent with the Securities and Exchange Commission’s rules on auditor independence. The Policy provides for periodic review and pre-approval by the Audit Committee of the services that may be provided by the independent auditor.
De Minimis Waiver. The pre-approval requirements of the Policy may be waived with respect to the provision of non-audit services that are permissible for an independent auditor to perform, provided (1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of revenues subject to pre-approval that was paid to the independent auditors during the fiscal year in which the services are provided; (2) such services were not recognized by GST II at the time of the engagement to be non-audit services; and (3) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee to whom authority to grant such approvals has been delegated by the Audit Committee, pursuant to the pre-approval provisions of the Policy.
Pre-Approval of Non-Audit Services Provided to GST’s Investment Advisers. The Policy provides that, in addition to requiring pre-approval of audit and non-audit services provided to GST II, the Audit Committee will pre-approve those non-audit services provided to GST II’s investment advisers (and entities controlling, controlled by or under common control with the investment advisers that provide ongoing services to GST II) where the engagement relates directly to the operations or financial reporting of GST II.
Item 4(e)(2) – 0% of the audit-related fees, tax fees and other fees listed in Table 1 were approved by GST II’s Audit Committee pursuant to the “de minimis” exception of Rule 2-01(c)(7)(i)(C) of Regulation S-X. In addition, 0% of the non-audit services to the GST II’s service affiliates listed in Table 2 were approved by GST II’s Audit Committee pursuant to the “de minimis” exception of Rule 2-01(c)(7)(i)(C) of Regulation S-X.
Item 4(f) – Not applicable.
Item 4(g) Aggregate Non-Audit Fees Disclosure
The aggregate non-audit fees billed to GST II by PwC for the twelve months ended October 31, 2015 and October 31, 2014 were $9,204 and $9,204 respectively. The aggregate non-audit fees billed to GST II’s adviser and service affiliates by PwC for the twelve months ended October 31, 2015 and October 31, 2014 were approximately $10.2 million and $9.8 million respectively. With regard to the aggregate non-audit fees billed to GST II’s adviser and service affiliates, the 2015 amounts include fees for non-audit services required to be pre-approved [see Table 2] and fees for non-audit services that did not require pre-approval since they did not directly relate to GST II’s operations or financial reporting.
Item 4(h) — GST II’s Audit Committee has considered whether the provision of non-audit services to GST II’s investment adviser and service affiliates that did not require pre-approval pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the auditors’ independence.
ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
ITEM 6. | SCHEDULE OF INVESTMENTS. |
| Schedule of Investments is included as part of the Report to Stockholders filed under Item 1. |
ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
ITEM 8. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
ITEM 9. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
ITEM 10. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
| There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees. |
ITEM 11. | CONTROLS AND PROCEDURES. |
| (a) | The registrant’s principal executive and principal financial officers, or persons performing similar functions have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934, as amended. |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s most recent fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
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(a)(1) | | Goldman Sachs Trust II’s Code of Ethics for Principal Executive and Senior Financial Officers is incorporated by reference to Exhibit 12(a)(1) of the registrant’s Form N-CSR filed on July 8, 2015 for its Multi-Manager Non-Core Fixed Income Fund. |
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(a)(2) | | Exhibit 99.CERT | | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith. |
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(b) | | Exhibit 99.906CERT | | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | | | Goldman Sachs Trust II |
| | |
By: | | | | /s/ James A. McNamara |
| | | | James A. McNamara |
| | | | President/Chief Executive Officer |
| | | | Goldman Sachs Trust II |
| | |
Date: | | | | January 8, 2016 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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By: | | | | /s/ James A. McNamara |
| | | | James A. McNamara |
| | | | President/Chief Executive Officer |
| | | | Goldman Sachs Trust II |
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Date: | | | | January 8, 2016 |
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By: | | | | /s/ Scott McHugh |
| | | | Scott McHugh |
| | | | Principal Financial Officer |
| | | | Goldman Sachs Trust II |
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Date: | | | | January 8, 2016 |