SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
| Check the appropriate box: | ||
| ¨ | Preliminary Information Statement | |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) | |
| x | Definitive Information Statement | |
Goldman Sachs Trust II
(Name of Registrant as Specified in Its Charter)
| Payment of Filing Fee (Check the appropriate box): | ||||
| x | No fee required. | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies:
| |||
| ||||
| (2) | Aggregate number of securities to which transaction applies:
| |||
| ||||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
| |||
| ||||
| (4) | Proposed maximum aggregate value of transaction:
| |||
| ||||
| (5) | Total fee paid:
| |||
| ||||
| ¨ | Fee paid previously with preliminary materials. | |||
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| (1) | Amount Previously Paid:
| |||
| ||||
| (2) | Form, Schedule or Registration Statement No.:
| |||
| ||||
| (3) | Filing Party:
| |||
| ||||
| (4) | Date Filed:
| |||
| ||||
Goldman Sachs Trust II
Goldman Sachs Multi-Manager Alternatives Fund
200 West Street
New York, New York 10282
January 12, 2016
Dear Shareholder,
Goldman Sachs Asset Management, L.P. (“GSAM” or the “Investment Adviser”), the investment adviser of Goldman Sachs Multi-Manager Alternatives Fund (the “Fund”), selects investment managers (“Underlying Managers”) for the Fund, a series of Goldman Sachs Trust II (the “Trust”), subject to approval of the board of trustees of the Trust (the “Board”). We are pleased to inform you that, at the recommendation of GSAM, the Board has appointed New Mountain Vantage Advisers, L.L.C. (“New Mountain Vantage”) to serve as a new, additional Underlying Manager to the Fund. The Board approved the sub-advisory agreement between GSAM and New Mountain Vantage (the “Sub-Advisory Agreement”) on November 3, 2015. 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”), Graham Capital Management, L.P. (“GCM”), Polaris Capital Management, LLC (“Polaris”) and Sirios Capital Management, L.P. (“Sirios”) continue to serve as the Fund’s other Underlying Managers. Each Underlying Manager is approved to manage a portion of the Fund’s portfolio (which may change over time) as allocated by GSAM and overseen by the Board, with each Underlying Manager employing different investment strategies.
Please note that this appointment does not require a shareholder vote.Therefore, we are not asking you for a proxy, and you are requested not to send us a proxy. The purpose of this document is to provide you with additional information about these changes that we are required to make available to you.
| 1 | ||||
| 1 | ||||
| 1 | ||||
| 2 | ||||
| 3 | ||||
| 3 | ||||
Additional Information About GSAM and the Fund’s Other Service Providers | 3 | |||
| 3 | ||||
| 4 | ||||
GOLDMAN SACHS MULTI-MANAGER ALTERNATIVES FUND
In connection with its duties as the investment adviser for the Fund, GSAM reviews and evaluates the Fund’s Underlying Managers on an ongoing basis. At a meeting held on November 3, 2015 and pursuant to GSAM’s recommendation, the Board approved New Mountain Vantage as a new Underlying Manager for the Fund and approved the Sub-Advisory Agreement.
The Board determined to initially approve the Sub-Advisory Agreement after a thorough analysis of the proposed services to be provided by New Mountain Vantage. The material factors considered by the Board in approving the Sub-Advisory Agreement are set forth below under “Goldman Sachs Multi-Manager Alternatives Fund—Trustees’ Considerations.”
Investment Strategies of New Mountain Vantage
GSAM has allocated a portion of the Fund’s assets employing an “Event Driven and Credit” strategy to New Mountain Vantage. 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. Merger Arbitrage investing involves long and/or short investments in securities affected by a corporate merger or acquisition. Distressed Credit investing typically involves the purchase of securities or other financial instruments—usually bonds or bank loans—of companies that are in, or are about to enter, bankruptcy or financial distress. Opportunistic Credit investing generally involves investing across the capital structure (which could include, investing in both mezzanine debt and convertible securities of an issuer and/or adjusting exposures across fixed income and floating rate market segments based on perceived opportunity and current market conditions). This can be done by taking a long position in a credit security or other financial instrument that is believed to be overpriced. Value With a Catalyst investing involves taking a view on the likelihood and potential stock price outcome of corporate events such as divestitures, spin-offs, material litigation, changes in management, or large share buybacks.
New Mountain Vantage is a research-driven, U.S.-focused, equity strategy firm whose objective is to achieve attractive risk-adjusted returns across market cycles, with an investment emphasis on companies that have multiple pending catalysts for value realization.
Under the Sub-Advisory Agreement, subject to the supervision and oversight of GSAM, New Mountain Vantage, with respect to those assets that GSAM allocates to it for management (the “Allocated Assets”), provides the Fund with investment research, advice and supervision and furnishes a continuous investment program for, and manages the investment and reinvestment of, the Allocated Assets. New Mountain Vantage determines in its discretion the securities, cash and other financial instruments to be purchased, retained or sold for the Fund within the parameters of the investment approach, policies, restrictions and guidelines applicable to the Allocated Assets as provided by GSAM, the provisions of the Sub-Advisory Agreement, all applicable laws, rules and regulations and the Fund’s registration statement on Form N-1A under the Investment Company Act of 1940, as amended (the “1940 Act”).
Under the Sub-Advisory Agreement, New Mountain Vantage pays for all expenses incurred by it in connection with its services to the Allocated Assets. As compensation for its services, New Mountain Vantage is entitled to receive fees from GSAM (not the Fund) each calendar quarter based on an annual percentage of the average daily net assets of the Allocated Assets.
1
The Sub-Advisory Agreement will remain in effect for two years after its effective date and will continue thereafter for successive periods of twelve months, provided that its continuance is approved at least annually (i) by the vote or a majority of those Trustees of the Trust who are not parties to the Sub-Advisory Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by either the vote of (A) the Board or (B) a majority of the outstanding voting securities for the Fund (within the meaning of the 1940 Act).
The Sub-Advisory Agreement provides for termination, without payment of any penalty, (i) by vote of a majority of the Board or by a vote of a majority of the outstanding voting securities of the Fund upon 60 days written notice to New Mountain Vantage; (ii) by GSAM on 60 days written notice to New Mountain Vantage (or immediately in the event of a material breach by New Mountain Vantage), or (iii) by New Mountain Vantage on not less than 90 days written notice to GSAM and the Trust. Notwithstanding the above, New Mountain Vantage may not terminate the Sub-Advisory Agreement during the 24-month period immediately following the effective date. The Sub-Advisory Agreement shall automatically terminate in the event of its assignment or change of control of New Mountain Vantage or the assignment of the Fund’s management agreement with GSAM. The Sub-Advisory Agreement shall also terminate in the event that the Fund’s management agreement with GSAM is terminated.
As described below under “Additional Information—SEC Exemptive Order,” GSAM has received an exemptive order from the U.S. Securities and Exchange Commission (“SEC”) enabling it to enter into an investment sub-advisory agreement with an Underlying Manager that has not been approved by a vote of the majority of the outstanding voting securities of the Fund if certain conditions are met.
The Fund is an investment portfolio of the Trust that commenced investment operations on April 30, 2013. The Fund employs a “manager of managers” structure, whereby the Investment Adviser is responsible for selecting Underlying Managers (subject to Board approval), allocating the Fund’s assets among them, and overseeing their day-to-day management of Fund assets. Upon the recommendation of the Investment Adviser, at a meeting held on November 3, 2015 (the “Meeting”) the Trustees, including all of the Trustees present who are not parties to the Fund’s investment management agreement or any sub-advisory agreement or “interested persons” (as defined in the 1940 Act) of any party thereto (the “Independent Trustees”) approved the Sub-Advisory Agreement between the Investment Adviser and New Mountain Vantage. 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, New Mountain Vantage 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
In evaluating the nature, extent and quality of services to be provided by New Mountain Vantage, the Trustees considered information about New Mountain Vantage’s (a) personnel and compensation structure; (b) track record in managing accounts with investment strategies similar to those to be employed on behalf of the Fund; (c) policies and procedures in place to address potential conflicts of interest; and (d) compliance program. In this regard, they considered assessments provided by the Investment Adviser of New Mountain Vantage, New Mountain Vantage’s investment strategies and personnel and its compliance program. The Trustees considered that New Mountain Vantage currently manages other assets for the Investment Adviser’s clients. They reviewed performance information for an unregistered fund managed by New Mountain Vantage with an investment objective and strategies similar to those to be used in managing its respective sleeve of the Fund (the “Unregistered Fund”). They noted that, because New Mountain Vantage had not previously provided services to the Fund, there was no performance information to evaluate with respect to the Fund.
2
Costs of Services to be Provided
The Trustees reviewed the terms of the Sub-Advisory Agreement and the proposed fee schedule for New Mountain Vantage. They also considered the fees that New Mountain Vantage charges to the Unregistered Fund. They noted that the compensation paid to New Mountain Vantage would be paid by the Investment Adviser, not by the Fund. They also noted that the terms of the Sub-Advisory Agreement were the result of arms’ length negotiations between the Investment Adviser and New Mountain Vantage. The Trustees reviewed the anticipated blended average of all sub-advisory fees to be paid by the Investment Adviser and how it would change upon hiring New Mountain Vantage and the amount of the management fee retained by the Investment Adviser.
Conclusion
In connection with their consideration of the 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 New Mountain Vantage’s management of a sleeve of the Fund would likely benefit the Fund and its shareholders, and that the Sub-Advisory Agreement should be approved for a period of two years.
On May 29, 2013, GSAM and the Trust received an exemptive order (“Order”) from the SEC exempting them from certain provisions of the 1940 Act. Specifically, the Order permits the Trust and GSAM, so long as certain conditions are satisfied, to enter into and materially amend an investment sub-advisory agreement with an Underlying Manager without shareholder approval. The Order generally requires that shareholders of the Fund be notified of an investment sub-advisory agreement that has been entered into within 90 days of the hiring of the Underlying Manager, and that the Fund make available to shareholders information similar to that which would have been included in a proxy statement to shareholders.
Additional Information About GSAM and the Fund’s Other Service Providers
GSAM, a Delaware limited partnership registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), is the Fund’s investment adviser. GSAM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc., a public company that is a bank holding company, financial holding company and a world-wide, full-service financial services organization. The Goldman Sachs Group, Inc. is the general partner and principal owner of GSAM. GSAM’s and The Goldman Sachs Group Inc.’s current business address is 200 West Street, New York, NY 10282. As of September 30, 2015, GSAM, including its investment advisory affiliates, had approximately $1.02 trillion in assets under supervision.
Goldman, Sachs & Co., an affiliate of GSAM, located at 200 West Street, New York, New York 10282, serves as the exclusive distributor of shares of the Fund.
State Street Bank and Trust Company, located at One Lincoln Street, Boston, Massachusetts 02111, serves as the Fund’s custodian and administrator.
Additional Information About New Mountain Vantage
New Mountain Vantage, located at 787 7th Avenue, 49th Floor, New York, New York 10019, is an investment adviser registered with the SEC. New Mountain Vantage is a wholly-owned subsidiary of New Mountain Capital Group, LLC (“New Mountain Capital”). As of November 30, 2015, New Mountain Capital managed approximately $15 billion in assets under management across its private equity, debt and equity strategies.
3
The principal executive officers and directors of New Mountain Vantage, as of the date of this document, are set forth below. The business address of each person is 787 7th Avenue, 49th Floor, New York, New York 10019.
Name and Address | Position with New Mountain Vantage1 | |
Steven B. Klinsky | Founder and Chief Executive Officer | |
Daniel Riley | Managing Director and Portfolio Manager | |
Adam Weinstein | Managing Director and Chief Financial Officer | |
Joseph W. Hartswell | Managing Director and Chief Compliance Officer |
| 1 | None of the principal executive officers of New Mountain Vantage listed above have other principal employment other than his or her respective position(s) with New Mountain Vantage and its affiliated managers. |
The Fund’s annual and semi-annual reports are available free upon request. Shareholders may obtain a copy of either report by writing to Goldman, Sachs & Co., P.O. Box 219711, Kansas City, MO 64121 or by calling1-800-526-7384 (for Retail Shareholders) or 1-800-621-2550 (for Institutional Shareholders). You may also access and download these reports at the Fund’s website: www.GSAMFUNDS.com.
If you have any questions, please contact your investment professional or authorized dealer.
January 12, 2016
200 West Street
New York, New York 10282
4
Goldman Sachs Trust II
Goldman Sachs Multi-Manager Alternatives Fund
200 West Street
New York, New York 10282
IMPORTANT NOTICE OF INTERNET AVAILABILITY OF INFORMATION STATEMENT
January 12, 2016
This communication presents only an overview of the more complete Information Statement that is available to you on the Internet relating to Goldman Sachs Multi-Manager Alternatives Fund (the “Fund”), a series of Goldman Sachs Trust II (the “Trust”). We encourage you to access and review all of the important information contained in the Information Statement.
Goldman Sachs Asset Management, L.P. (“GSAM”), the investment adviser of the Fund, selects investment managers (“Underlying Managers”) for the Fund subject to approval of the board of trustees (the “Board”) of the Trust. We are pleased to inform you that, at the recommendation of GSAM, the Board has appointed New Mountain Vantage Advisers, L.L.C. (“New Mountain Vantage”) to serve as a new, additional Underlying Manager to the Fund. The Board approved the sub-advisory agreement between GSAM and New Mountain Vantage (the “Sub-Advisory Agreement”) on November 3, 2015. 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”), Graham Capital Management, L.P. (“GCM”), Polaris Capital Management, LLC (“Polaris”) and Sirios Capital Management, L.P. (“Sirios”) continue to serve as the Fund’s other Underlying Managers. Each Underlying Manager is approved to manage a portion of the Fund’s portfolio (which may change over time) as allocated by GSAM and overseen by the Board, with each Underlying Manager employing different investment strategies. Additional information about GSAM, New Mountain Vantage, the Sub-Advisory Agreement, and the Board’s approval of this Sub-Advisory Agreement is contained in the Information Statement.
Please note that, in reliance on exemptive relief obtained by GSAM and the Trust from the Securities and Exchange Commission, the hiring of New Mountain Vantage on the Fund’s behalf does not require a shareholder vote.Therefore, we are not asking you for a proxy, and you are requested not to send us a proxy.
This Notice of Internet Availability of the Information Statement is being mailed on or about February 2, 2016. The full Information Statement will be available for printing on the Fund’s website at www.gsamfunds.com until at least 90 days from the date of this Notice and the Information Statement. To access the full Information Statement, navigate to www.GSAMfunds.com/literature, where the full Information Statement is available to view and print by utilizing the search feature to locate literature specific to New Mountain Vantage. A paper or email copy of the full Information Statement may be obtained, without charge, by contacting the Fund at1-800-526-7384 (for Retail Shareholders) or 1-800-621-2550 (for Institutional Shareholders). If you would like to receive a paper or e-mail copy of the full Information Statement, you must request one. If you have any questions about this Notice, please contact your financial advisor (if applicable) or contact the Fund at the appropriate phone number provided above.
Please Note: If (i) you are a member of a household in which multiple shareholders of the Fund share the same address, (ii) your shares are held in “street name” and (iii) your broker or bank has received consent to household material, then your broker or bank may have sent to your household only one copy of this Notice of Internet Availability of Information Statement unless your broker or bank previously received contrary instructions from a shareholder in your household. If you are part of a household that has received only one copy of this Notice of Internet Availability of Information Statement, the Fund will deliver promptly a separate copy of this Notice ofInternet Availability of Information Statement to you upon written or oral request. To receive a separate copy of
1
this Notice of Internet Availability of Information Statement, please contact the Fund by calling toll free1-800-526-7384 (for Retail Shareholders) or 1-800-621-2550 (for Institutional Shareholders) or by writing Goldman Sachs Funds, P.O. Box 219711, Kansas City, MO 64121. If your shares are held with certain banks, trust companies, brokers, dealers, investment advisers and other financial intermediaries (each, an “Authorized Institution”) and you would like to receive a separate copy of future notices of internet availability of information statements, prospectuses or annual reports or you are now receiving multiple copies of these documents and would like to receive a single copy in the future, please contact your Authorized Institution.
MMALTISDOC 01-16
2
