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 811-05349
Goldman Sachs Trust
(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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Caroline Kraus, Esq. | | Copies to: |
Goldman, Sachs & Co. | | Geoffrey R.T. Kenyon, Esq. |
200 West Street | | Dechert LLP |
New York, New York 10282 | | 100 Oliver Street |
| | 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: April 30, 2015
ITEM 1. | REPORTS TO STOCKHOLDERS. |
| The Semi-Annual Report to Stockholders is filed herewith. |
Goldman Sachs Funds
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Semi-Annual Report | | | | April 30, 2015 |
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| | | | Global Managed Beta Fund |
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Goldman Sachs Global Managed Beta 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 | | | 2 | |
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Schedule of Investments | | | 4 | |
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Financial Statements | | | 7 | |
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Financial Highlights | | | 10 | |
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Notes to Financial Statements | | | 12 | |
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Other Information | | | 22 | |
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NOT FDIC-INSURED | | May Lose Value | | No Bank Guarantee |
GOLDMAN SACHS GLOBAL MANAGED BETA 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 Global Managed Beta Fund invests primarily in a diversified portfolio of global equity asset classes that provide broad beta exposure to the global equity markets. “Beta” refers to the component of returns that is attributable to market risk exposure, rather than manager skill. The Fund may also employ a macro hedging strategy that seeks to diversify the Fund’s overall exposure to the global equity asset classes. The Fund will implement macro hedges by using an interest rate options strategy. 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 or governments and/ or general economic conditions. Foreign and emerging markets securities may be more volatile and less liquid than investments in U.S. securities and are subject to the risks of currency fluctuations and adverse economic or political developments. 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. 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; risk of default by a counterparty; and liquidity risk. The Fund’s use of derivatives may result in leverage, which can make the Fund more volatile. At times, the Fund may be unable to sell certain of its illiquid investments without a substantial drop in price, if at all. In addition, the Fund’s investments in other investment companies (including exchange-traded funds) subject it to additional expenses.
1
PORTFOLIO RESULTS
Goldman Sachs Global Managed Beta Fund
Investment Objective
The Goldman Sachs Global Managed Beta Fund (“the Fund”) seeks to provide long-term capital growth.
Portfolio Management Discussion and Analysis
The Fund incepted on April 30, 2015 and, as such, there is no Manager’s Discussion and Analysis for the Reporting Period.
2
FUND BASICS
Global Managed Beta Fund
as of April 30, 2015
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| | EXPENSE RATIOS1 | |
| | | | Net Expense Ratio (Current) | | | Gross Expense Ratio (Before Waivers) | |
| | Institutional | | | 0.39 | % | | | 0.69 | % |
| 1 | | 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 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 18, 2016, 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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| | HOLDINGS AS OF 4/30/152 |
| | Holding | | % of Net Assets | | | Line of Business |
| | Vanguard S&P 500 ETF | | | 32.8 | % | | Exchange Traded Funds |
| | iShares MSCI EAFE ETF | | | 28.2 | | | Exchange Traded Funds |
| | iShares MSCI EAFE Small-Cap | | | 16.5 | | | Exchange Traded Funds |
| | ETF iShares Core MSCI Emerging Markets ETF | | | 10.8 | | | Exchange Traded Funds |
| 2 | | The holdings may not be representative of the Fund’s future investments. |
3
GOLDMAN SACHS GLOBAL MANAGED BETA FUND
Schedule of Investments
April 30, 2015 (Unaudited)
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Shares | | | Description | | Value | |
| Exchange Traded Funds – 88.2% | |
| Exchange Traded Funds – 88.2% | |
| 73,961 | | | iShares Core MSCI Emerging Markets ETF | | $ | 3,831,459 | |
| 150,752 | | | iShares MSCI EAFE ETF | | | 10,026,893 | |
| 113,803 | | | iShares MSCI EAFE Small-Cap ETF | | | 5,877,081 | |
| 61,189 | | | Vanguard S&P 500 ETF | | | 11,682,243 | |
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| TOTAL EXCHANGE TRADED FUNDS – 88.2% | |
| (Cost $31,417,676) | | $ | 31,417,676 | |
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| OTHER ASSETS IN EXCESS OF
LIABILITIES – 11.8% | | | 4,187,066 | |
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| NET ASSETS – 100.0% | | $ | 35,604,742 | |
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The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets. |
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Investment Abbreviation: |
ETF | | —Exchange Traded Fund |
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Currency Abbreviations: |
AUD | | —Australian Dollar |
CHF | | —Swiss Franc |
DKK | | —Danish Krone |
EUR | | —Euro |
GBP | | —British Pound |
HKD | | —Hong Kong Dollar |
ILS | | —Israeli Shekel |
JPY | | —Japanese Yen |
NOK | | —Norwegian Krone |
NZD | | —New Zealand Dollar |
SEK | | —Swedish Krona |
SGD | | —Singapore Dollar |
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4 | | The accompanying notes are an integral part of these financial statements. |
GOLDMAN SACHS GLOBAL MANAGED BETA FUND
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ADDITIONAL INVESTMENT INFORMATION |
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS — At April 30, 2015, the Fund had the following forward foreign currency exchange contracts:
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS WITH UNREALIZED GAIN
| | | | | | | | | | | | | | |
Counterparty | | Contracts to Buy/Sell | | Settlement Date | | | Current Value | | | Unrealized Gain | |
Bank of America NA | | USD/AUD | | | 06/17/15 | | | $ | 576,129 | | | $ | 178 | |
| | USD/CHF | | | 06/17/15 | | | | 740,901 | | | | 603 | |
| | USD/DKK | | | 06/17/15 | | | | 134,075 | | | | 298 | |
| | USD/EUR | | | 06/17/15 | | | | 2,426,891 | | | | 5,466 | |
| | USD/GBP | | | 06/17/15 | | | | 1,611,202 | | | | 654 | |
| | USD/NZD | | | 06/17/15 | | | | 15,193 | | | | — | |
| | USD/SEK | | | 06/17/15 | | | | 243,229 | | | | 442 | |
TOTAL | | | $ | 7,641 | |
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The accompanying notes are an integral part of these financial statements. | | 5 |
GOLDMAN SACHS GLOBAL MANAGED BETA FUND
Schedule of Investments (continued)
April 30, 2015 (Unaudited)
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ADDITIONAL INVESTMENT INFORMATION (continued) |
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS WITH UNREALIZED LOSS
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Counterparty | | Contracts to Buy/Sell | | Settlement Date | | | Current Value | | | Unrealized Loss | |
Bank of America NA | | USD/HKD | | | 06/17/15 | | | $ | 261,917 | | | $ | (33 | ) |
| | USD/ILS | | | 06/17/15 | | | | 41,440 | | | | (66 | ) |
| | USD/JPY | | | 06/17/15 | | | | 1,810,016 | | | | (114 | ) |
| | USD/NOK | | | 06/17/15 | | | | 53,050 | | | | (153 | ) |
| | USD/SGD | | | 06/17/15 | | | | 113,260 | | | | (94 | ) |
TOTAL | | | $ | (460 | ) |
FUTURES CONTRACTS — At April 30, 2015, the Fund had the following futures contracts:
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Type | | Number of Contracts Long (Short) | | | Expiration Date | | Value | | | Unrealized Gain (Loss) | |
Russell 2000 Mini Index | | | 25 | | | June 2015 | | $ | 3,041,000 | | | $ | (1,790 | ) |
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6 | | The accompanying notes are an integral part of these financial statements. |
GOLDMAN SACHS GLOBAL MANAGED BETA FUND
Statement of Assets and Liabilities
April 30, 2015 (Unaudited)
| | | | | | |
| | | | | |
| | Assets: | |
| | Investments, at value (cost $31,417,676) | | $ | 31,417,676 | |
| | Cash | | | 100,000 | |
| | Unrealized gain on forward foreign currency exchange contracts | | | 7,641 | |
| | Receivables: | | | | |
| | Fund shares sold | | | 35,500,005 | |
| | Total assets | | | 67,025,322 | |
| | | | | | |
| | Liabilities: | |
| | Unrealized loss on forward foreign currency exchange contracts | | | 460 | |
| | Variation margin on certain derivative contracts | | | 1,790 | |
| | Payables: | | | | |
| | Investments purchased | | | 31,417,676 | |
| | Management fees | | | 293 | |
| | Transfer Agent fees | | | 20 | |
| | Accrued Expenses | | | 341 | |
| | Total liabilities | | | 31,420,580 | |
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| | Net Assets: | |
| | Paid-in capital | | | 35,600,005 | |
| | Net investment loss | | | (654 | ) |
| | Net unrealized gain | | | 5,391 | |
| | NET ASSETS | | $ | 35,604,742 | |
| | Shares Outstanding $0.001 par value (unlimited shares authorized): | | | 3,560,001 | |
| | Net asset value, offering and redemption price per share: | | | $10.00 | |
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The accompanying notes are an integral part of these financial statements. | | 7 |
GOLDMAN SACHS GLOBAL MANAGED BETA FUND
Statement of Operations
For the Period Ended April 30, 2015 (Unaudited)(a)
| | | | | | |
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| | Expenses: | | | | |
| | Professional fees | | $ | 320 | |
| | Management fees | | | 293 | |
| | Printing and mailing costs | | | 138 | |
| | Custody, accounting and administrative services | | | 64 | |
| | Trustee fees | | | 58 | |
| | Transfer Agent fees | | | 20 | |
| | Other | | | 54 | |
| | Total expenses | | | 947 | |
| | Less — management fee waiver | | | (293 | ) |
| | Net expenses | | | 654 | |
| | NET INVESTMENT LOSS | | | (654 | ) |
| | | | | | |
| | Unrealized gain (loss) on: | |
| | Net unrealized gain (loss) on: | | | | |
| | Futures contracts | | $ | (1,790 | ) |
| | Forward foreign currency exchange contracts | | | 7,181 | |
| | Net unrealized gain | | | 5,391 | |
| | NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 4,737 | |
| (a) | | Commenced operations on April 30, 2015. |
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8 | | The accompanying notes are an integral part of these financial statements. |
GOLDMAN SACHS GLOBAL MANAGED BETA FUND
Statement of Changes in Net Assets
For the Period Ended April 30, 2015 (Unaudited)(a)
| | | | | | |
| | | | | |
| | From operations: | |
| | Net investment loss | | $ | (654 | ) |
| | Net unrealized gain | | | 5,391 | |
| | Net increase in net assets resulting from operations | | | 4,737 | |
| | | | | | |
| | From share transactions: | |
| | Proceeds from sales of shares | | | 35,600,005 | |
| | Net increase in net assets resulting from share transactions | | | 35,600,005 | |
| | TOTAL INCREASE | | | 35,604,742 | |
| | | | | | |
| | Net assets: | |
| | Beginning of period | | | — | |
| | End of period | | $ | 35,604,742 | |
| | Net investment loss | | $ | (654 | ) |
| (a) | | Commenced operations on April 30, 2015. |
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The accompanying notes are an integral part of these financial statements. | | 9 |
GOLDMAN SACHS GLOBAL MANAGED BETA FUND
Financial Highlights
Selected Data for a Share Outstanding Throughout the Period
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| | | | | | | From investment operations | |
| | | | Net asset value, beginning of period | | | Net investment income(a) | | | Net realized and unrealized gain(a) | | | Total from investment operations(a) | |
| | FOR THE PERIOD ENDED APRIL 30, (UNAUDITED) | |
| | 2015 - Institutional Shares (Commenced April 30, 2015) | | $ | 10.00 | | | $ | — | | | $ | — | | | $ | — | |
| (a) | | Amount is less than $0.005 per share. |
| (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. |
| (d) | | 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. |
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10 | | The accompanying notes are an integral part of these financial statements. |
GOLDMAN SACHS GLOBAL MANAGED BETA FUND
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| | Net asset value, end of period | | | | | Total return(b) | | | | | Net assets, end of period (in 000s) | | | | | Ratio of net expenses to average net assets(c) | | | | | Ratio of total expenses to average net assets(c) | | | | | Ratio of net investment loss to average net assets(c) | | | | | Portfolio turnover rate(d) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 10.00 | | | | | | — | % | | | | $ | 35,605 | | | | | | 0.34 | % | | | | | 0.64 | % | | | | | (0.34 | )% | | | | | — | % |
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The accompanying notes are an integral part of these financial statements. | | 11 |
GOLDMAN SACHS GLOBAL MANAGED BETA FUND
Notes to Financial Statements
April 30, 2015 (Unaudited)
Goldman Sachs Trust (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. Goldman Sachs Global Managed Beta Fund (the “Fund”) is a diversified fund that currently offers one class of shares — Institutional Shares. The Fund commenced operations on April 30, 2015. 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.
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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. Investment Valuation — The Fund’s valuation policy is to value investments at fair value.
B. 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. For derivative contracts, realized gains and losses are recorded upon settlement of the contract.
C. Expenses — Expenses incurred directly by the Fund are charged to the Fund, and certain expenses incurred by the Trust that may not solely relate to the Fund are allocated to the Fund and the other funds of the Trust on a straight-line and/or pro-rata basis depending upon the nature of the expenses and are accrued daily.
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GOLDMAN SACHS GLOBAL MANAGED BETA FUND
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2. SIGNIFICANT ACCOUNTING POLICIES (continued) |
D. Offering and Organization Costs — Offering costs paid in connection with the offering of shares of the Fund and organization costs paid in connection with the organization of the Fund have been borne directly by GSAM.
E. 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 are 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.
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.
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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 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).
The Trustees have adopted 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.
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GOLDMAN SACHS GLOBAL MANAGED BETA FUND
Notes to Financial Statements (continued)
April 30, 2015 (Unaudited)
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3. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued) |
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 it is believed by the investment adviser 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.
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 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.
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GOLDMAN SACHS GLOBAL MANAGED BETA FUND
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3. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued) |
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.
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 the 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.
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 the 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.
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GOLDMAN SACHS GLOBAL MANAGED BETA FUND
Notes to Financial Statements (continued)
April 30, 2015 (Unaudited)
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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 April 30, 2015:
| | | | | | | | | | | | |
| | | |
Investment Type | | Level 1 | | | Level 2 | | | Level 3 | |
Assets | |
Exchange Traded Funds | | $ | 31,417,676 | | | $ | — | | | $ | — | |
Total | | $ | 31,417,676 | | | $ | — | | | $ | — | |
| | | |
Derivative Type | | Level 1 | | | Level 2 | | | Level 3 | |
Assets(a) | | | | | | | | | | | | |
Forward Foreign Currency Exchange Contracts | | $ | — | | | $ | 7,641 | | | $ | — | |
Liabilities(a) | | | | | | | | | | | | |
Forward Foreign Currency Exchange Contracts | | $ | — | | | $ | (460 | ) | | $ | — | |
Futures Contracts | | | (1,790 | ) | | | — | | | | — | |
Total | | $ | (1,790 | ) | | $ | (460 | ) | | $ | — | |
(a) | | Amount shown represents unrealized gain (loss) at period end. |
For further information regarding security characteristics, see the Schedule of Investments.
16
GOLDMAN SACHS GLOBAL MANAGED BETA FUND
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4. INVESTMENTS IN DERIVATIVES |
The following tables set forth, by certain risk types, the gross value of derivative contracts as of April 30, 2015. These instruments were used to meet the Fund’s investment objective and to obtain and/or manage exposure related to the risks below. The values in the tables 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 | |
Currency | | Receivable for unrealized gain on forward foreign currency exchange contracts | | | 7,641 | | | Payable for unrealized loss on forward foreign currency exchange contracts | | | (460) | |
Equity | | — | | | — | | | Variation margin on certain derivative contracts(a) | | | (1,790) | |
Total | | $ | 7,641 | | | | | $ | (2,250) | |
(a) | | Represents 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. |
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 April 30, 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 unrealized gain (loss)” on the Statement of Operations:
| | | | | | | | | | |
Risk | | Statement of Operations | | Net Change in Unrealized Gain (Loss) | | | Average Number of Contracts(a) | |
Currency | | Net unrealized gain (loss) on forward foreign currency exchange contracts | | $ | 7,181 | | | | 12 | |
Equity | | Net unrealized gain (loss) on futures contracts | | | (1,790 | ) | | | 25 | |
Total | | $ | 5,391 | | | | 37 | |
(a) | | Average number of contracts is based on the average of month end balances for the period ended April 30, 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 foreign exchange contracts, 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.
17
GOLDMAN SACHS GLOBAL MANAGED BETA FUND
Notes to Financial Statements (continued)
April 30, 2015 (Unaudited)
|
4. INVESTMENTS IN DERIVATIVES (continued) |
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 (foreign currency exchange contracts, and certain options and swaps). 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 it 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 the restrictions or prohibitions against the right of setoff that may be imposed due to 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 0.30% of the Institutional Shares Class’ average daily net assets.
GSAM has agreed to waive all management fees payable by the Fund. This arrangement will remain in place through at least February 18, 2016 and prior to such date GSAM may not terminate this arrangement without the approval of the Trustees.
B. 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: 0.02% of the average daily net assets of the Institutional Shares.
18
GOLDMAN SACHS GLOBAL MANAGED BETA FUND
|
6. PORTFOLIO SECURITIES TRANSACTIONS |
The cost of purchases and proceeds from sales and maturities of long-term securities for the period ended April 30, 2015, were $31,417,676 and $0, respectively.
As of April 30, 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 | | $ | 31,417,676 | |
Gross unrealized gain | | | — | |
Gross unrealized loss | | | — | |
Net unrealized gains (losses) on securities | | | — | |
GSAM has reviewed the Fund’s tax positions for the current tax year and has concluded that no provision for income tax is required in the Fund’s financial statements. Since the Fund has not yet filed any tax returns, its initial tax year is open for examination by U.S. and state tax authorities.
The Fund’s risks include, but are not limited to, the following:
Investments in Other Investment Companies — As a shareholder of another investment company, including an exchange traded fund (“ETF”), the Fund will directly 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
19
GOLDMAN SACHS GLOBAL MANAGED BETA FUND
Notes to Financial Statements (continued)
April 30, 2015 (Unaudited)
|
8. OTHER RISKS (continued) |
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. 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. 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.
Market and Credit Risks — In the normal course of business, the Fund trades financial instruments and enter 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 U.S. 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.
Portfolio Concentration Risk — As a result of the Fund’s ability to invest a large percentage of its assets in obligations of issuers within the same country, state, region, currency or economic sector, an adverse economic, business or political development may affect the value of the Fund’s investments more than if its investments were not so concentrated.
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 has not yet occurred. However, GSAM believes the risk of loss under these arrangements to be remote.
20
GOLDMAN SACHS GLOBAL MANAGED BETA FUND
Subsequent events after the Statement of Assets and Liabilities date have been evaluated through the date the financial statements were issued. On May 5, 2015, the Fund was added to a $1,205,000,000 committed, unsecured revolving line of credit facility (the “facility”) with other funds of the Trust and registered investment companies having management agreements with GSAM or its affiliates. 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.
Other than the above, GSAM has concluded that there is no impact requiring adjustment or disclosure in the financial statements.
|
11. SUMMARY OF SHARE TRANSACTIONS |
Share activity is as follows:
| | | | | | | | |
| | For the Period Ended April 30, 2015 (Unaudited)(a) | |
| | Shares | | | Dollars | |
| | | | |
Institutional Shares | | | | | | | | |
Shares sold | | | 3,560,001 | | | $ | 35,600,005 | |
NET INCREASE | | | 3,560,001 | | | $ | 35,600,005 | |
(a) | | Commenced operations on April 30, 2015. |
21
GOLDMAN SACHS GLOBAL MANAGED BETA FUND
| | |
Fund Expenses (Unaudited) — Period Ended April 15, 2015 | | |
| | | | | | | | | | | | |
| | Global Managed Beta Fund | |
Share Class | | Beginning Account Value 04/30/15 | | | Ending Account Value 4/30/15 | | | Expenses Paid for the 6 months ended 4/30/15* | |
Institutional | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,000.00 | | | $ | 0.01 | |
Hypothetical 5% return | | | 1,000.00 | | | | 1,000.13 | | | | 0.01 | |
| * | | Expenses for each share class are calculated using each 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 April 30, 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: | |
| + | | Hypothetical expenses are based on each Fund’s actual annualized net expense ratios and an assumed rate of return of 5% per year before expenses. | |
| | | | |
Fund | | Institutional | |
Global Managed Beta Fund | | | 0.34 | % |
| + | | Hypothetical expenses are based on each Fund’s actual annualized net expense ratios and an assumed rate of return of 5% per year before expenses. | |
22
GOLDMAN SACHS GLOBAL MANAGED BETA FUND
Statement Regarding Basis for Approval of Management Agreement (Unaudited)
Background
The Goldman Sachs Global Managed Beta Fund (the “Fund”) is a newly-organized investment portfolio of Goldman Sachs Trust (the “Trust”) that commenced investment operations on April 30, 2015. At a meeting held on December 17, 2014 (the “Meeting”) in connection with the Fund’s organization, the Trustees, including all of the Trustees present who are not parties to the Fund’s investment management agreement (the “Management Agreement”) or “interested persons” (as defined in the Investment Company Act of 1940, as amended) of any party thereto (the “Independent Trustees”) approved the Management Agreement with Goldman Sachs Asset Management, L.P. (the “Investment Adviser”).
At the Meeting, the Trustees reviewed the Management Agreement, including information regarding the terms of the Management Agreement; the nature, extent and quality of the Investment Adviser’s anticipated services; the fees and expenses to be paid by the Fund; a comparison of the Fund’s proposed management fees and anticipated expenses with those paid by other similar mutual funds; the Investment Adviser’s proposal to waive the management fees payable by the Fund; and potential benefits to be derived by the Investment Adviser and its affiliates from their relationships with the Fund. Various information was also provided at prior meetings at which the Fund was discussed.
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 regarding their responsibilities under applicable law. In evaluating the Management Agreement at the Meeting, the Trustees relied upon information included in a presentation made by the Investment Adviser at the Meeting and information received at prior Board meetings, as well as on their knowledge of the Investment Adviser resulting from their meetings and other interactions over time.
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 to be provided by the Investment Adviser. In this regard, the Trustees considered both the investment advisory services and non-advisory services that would be provided to the Fund by the Investment Adviser and its affiliates. The Trustees also considered information about the Fund’s structure, investment objective, strategies and other characteristics. The Trustees noted the experience and capabilities of the portfolio management team. They also noted the Investment Adviser’s commitment to maintaining high quality systems. The Trustees concluded that the Investment Adviser would be able to commit substantial financial and other resources to the Fund. In this regard, the Trustees noted that the Fund would be offered to the Investment Adviser’s institutional clients as part of an investment model (the “Building Block Model”) whereby the Fund and four other funds would act as core “building blocks” with which the client and the Investment Adviser would form an investment strategy for the client’s portfolio. The Trustees considered the Investment Adviser’s representations that its clients would benefit from the Building Block Model with increased liquidity, increased investment oversight, access to new investment strategies, economies of scale, and reduced complexity in managing client portfolios. They also considered that the Fund was new, and therefore had no performance data to evaluate. The Trustees concluded that the Investment Adviser’s management of the Fund likely would benefit the Fund and its shareholders.
Costs of Services to be Provided and Profitability
The Trustees considered the contractual terms of the Management Agreement and the fee rates payable by the Fund thereunder. In this regard, the Trustees considered information on the services to be 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 information on the proposed management fees and the Fund’s projected total operating expense ratios (both gross and net of expense limitations), and those were compared to similar information for comparable mutual funds advised by other, unaffiliated investment management firms, as well as the peer group and category medians. The comparisons of the Fund’s fee rates and total operating expense ratios were prepared by a third-party provider of mutual fund data. The Trustees believed that this information was useful in evaluating the reasonableness of the management fees and total expenses expected to be paid by the Fund.
The Trustees considered the Investment Adviser’s undertaking to waive the management fees payable by the Fund. In this regard, the Trustees noted that, pursuant to the Building Block Model, clients would pay a single management fee for the Investment Adviser’s management of their accounts, and that fund-level management fees would be waived in order to avoid charging two layers of management fees. In addition, the Trustees recognized that there was not yet profitability data to evaluate for the Fund, but considered the Investment Adviser’s representations that (i) such data would be provided after the Fund commenced operations, and (ii) the Fund was not expected to be profitable to the Investment Adviser and its affiliates initially.
The Trustees noted the competitive nature of the fund marketplace, and that the Fund’s shareholders would be investing in the Fund because of the Fund’s relationship with the Investment Adviser. They also noted that shareholders would be able to redeem
23
GOLDMAN SACHS GLOBAL MANAGED BETA FUND
Statement Regarding Basis for Approval of Management Agreement (Unaudited) (continued)
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.
Economies of Scale
The Trustees noted that the Fund does not have management fee breakpoints. They considered the projected asset levels of the Fund, information comparing the contractual fee rates charged by the Investment Adviser with fee rates charged to other funds in the peer group, and the Investment Adviser’s undertakings to waive the management fee. The Trustees also considered the competitive nature of the fund business and the competitiveness of the fees charged to the Fund by the Investment Adviser.
Other Benefits to the Investment Adviser and Its Affiliates
The Trustees also considered the other benefits expected to be derived by the Investment Adviser and its affiliates from their relationships with the Fund, including: (a) transfer agency fees received by Goldman, Sachs & Co. (“Goldman Sachs”); (b) brokerage and futures commissions earned by Goldman Sachs for executing securities and futures transactions on behalf of the Fund; (c) research received by the Investment Adviser from broker-dealers in exchange for executing certain transactions on behalf of the Fund; (d) trading efficiencies resulting from aggregation of orders of the Fund with those for other funds or accounts managed by the Investment Adviser; (e) the Investment Adviser’s ability to leverage the infrastructure designed to service the Fund on behalf of its other clients; (f) the Investment Adviser’s ability to cross-market other products and services to Fund shareholders; (g) Goldman Sachs’ retention of certain fees as Fund Distributor; (h) 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 (i) the possibility that the working relationship between the Investment Adviser and the Fund’s third party service providers may cause those service providers to be more likely to do business with other areas of Goldman Sachs.
Conclusion
In connection with their consideration of the Management Agreement for the Fund 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, including the factors described above, the Trustees concluded, in the exercise of their business judgment, that the management fee that would be payable by the Fund was reasonable in light of the services to be provided to it by the Investment Adviser, the Investment Adviser’s anticipated costs and the Fund’s reasonably anticipated asset levels. The Trustees present concluded that the Investment Adviser’s management likely would benefit the Fund and its shareholders and that the Management Agreement should be approved with respect to the Fund.
24
FUNDS PROFILE
Goldman Sachs Funds
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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 March 31, 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.
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Money Market1
Financial Square FundsSM
n | | Financial Square Tax-Exempt Funds |
n | | Financial Square Federal Fund |
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 |
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 Tollkeeper Fund |
n | | Growth Opportunities Fund |
n | | Rising Dividend Growth Fund |
n | | Dynamic U.S. Equity Fund4 |
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 Fund |
n | | BRIC Fund (Brazil, Russia, India, China) |
Select Satellite5
n | | Global Managed Beta Fund |
n | | Multi-Manager Non-Core Fixed Income Fund |
n | | Real Estate Securities Fund |
n | | International 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 | | Tactical Tilt Implementation Fund |
Total Portfolio Solutions5
n | | Balanced Strategy Portfolio |
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 October 1, 2014, the Goldman Sachs Core Plus Fixed Income Fund was renamed the Goldman Sachs Bond 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 April 30, 2015, the Goldman Sachs U.S. Equity Fund was renamed the Goldman Sachs Dynamic U.S. Equity Fund. |
5 | | 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.
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TRUSTEES Ashok N. Bakhru, Chairman Kathryn A. Cassidy John P. Coblentz, Jr. Diana M. Daniels Joseph P. LoRusso Herbert J. Markley James A. McNamara Jessica Palmer Alan A. Shuch Richard P. Strubel Roy W. Templin Gregory G. Weaver | | OFFICERS James A. McNamara, President Scott M. McHugh, Principal Financial Officer and Treasurer Caroline L. Kraus, Secretary |
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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 1-800-621-2550; and (II) on the Securities and Exchange Commission (’’SEC’’) web site at http://www.sec.gov.
The website links provided are for your convenience only and are not an endorsement or recommendation by GSAM of any of these websites or the products or services offered. GSAM is not responsible for the accuracy and validity of the content of these websites.
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-Qs. The Fund’s Form N-Qs 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 Form N-Qs 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-Qs may be obtained upon request and without charge by calling 1-800-621-2550.
Fund holdings and allocations shown are as of April 30, 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.
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 a 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 a Fund and may be obtained from your authorized dealer or from Goldman, Sachs & Co. by calling 1-800-621-2550.
© 2015 Goldman Sachs. All rights reserved. 164911.MF.MED.TMPL/6/2015 MDGBETASAR-15/114
| (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 all of the Funds of the Goldman Sachs Trust and includes the Goldman Sachs Funds to which this certified shareholder report relates.
| | | | | | | | | | | | |
| | 2014 | | 2013 | | Description of Services Rendered |
| | | |
| | | | | | | | | | | | |
| | | |
Audit Fees: | | | | | | | | | | | | |
| | | |
• PricewaterhouseCoopers LLP (“PwC”) | | | $ | 4,291,739 | | | | $ | 2,304,956 | | | Financial Statement audits. |
| | | |
Audit-Related Fees: | | | | | | | | | | | | |
| | | |
• PwC | | | $ | 0 | | | | $ | 2,340 | | | Other attest services. |
| | | |
Tax Fees: | | | | | | | | | | | | |
| | | |
• PwC | | | $ | 794,850 | | | | $ | 864,950 | | | Tax compliance services provided in connection with the preparation and review of registrant’s tax returns. |
Table 2 — Items 4(b)(c) & (d). Non-Audit Services to the Goldman Sachs Trust’s service affiliates * that were pre-approved by the Audit Committee of the Goldman Sachs Trust pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X.
| | | | | | | | | | | | |
| | 2014 | | 2013 | | Description of Services Rendered |
| | | |
| | | | | | | | | | | | |
| | | |
Audit-Related Fees: | | | | | | | | | | | | |
| | | |
• PwC | | | $ | 1,486,420 | | | | $ | 1,516,680 | | | Internal control review performed in accordance with Statement on Standards for Attestation Engagements No. 16. These fees are borne by the Funds’ 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. The Audit and Non-Audit Services Pre-Approval Policy (the “Policy”) adopted by the Audit Committee of Goldman Sachs Trust (“GST”) sets forth the procedures and the conditions pursuant to which services performed by an independent auditor for GST 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 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, the Audit Committee will pre-approve those non-audit services provided to GST’s investment advisers (and entities controlling, controlled by or under common control with the investment advisers that provide ongoing services to GST) where the engagement relates directly to the operations or financial reporting of GST.
Item 4(e)(2) – 0% of the audit-related fees, tax fees and other fees listed in Table 1 were approved by GST’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’s service affiliates listed in Table 2 were approved by GST’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 by PwC for the twelve months ended October 31, 2014 and October 31, 2013 were approximately $794,850 and $867,290 respectively. The aggregate non-audit fees billed to GST’s adviser and service affiliates by PwC for non-audit services for the twelve months ended December 31, 2013 and December 31, 2012 were approximately $9.8 million and $10.0 million respectively. With regard to the aggregate non-audit fees billed to GST’s adviser and service affiliates, the 2014 and 2013 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’s operations or financial reporting.
Item 4(h) — GST’s Audit Committee has considered whether the provision of non-audit services to GST’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 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’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 International Equity Insights Funds. |
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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 |
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By: | | /s/ James A. McNamara |
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| | James A. McNamara |
| | President/Principal Executive Officer |
| | Goldman Sachs Trust |
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Date: | | July 8, 2015 |
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 |
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| | James A. McNamara |
| | President/Principal Executive Officer |
| | Goldman Sachs Trust |
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Date: | | July 8, 2015 |
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By: | | /s/ Scott McHugh |
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| | Scott McHugh |
| | Principal Financial Officer |
| | Goldman Sachs Trust |
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Date: | | July 8, 2015 |