EX-99.77O RULE 10F-3 3 ex77o.txt 10F-3 SECURITIES SC Goldman Sachs Short Duration Fund Account (the "Fund") CUSIP: 24702RAK7 Quarterly Report from Adviser for the Quarter Ending 9/30/2010 PROCEDURES PURSUANT TO RULE 10f-3* Comparable Securities (1) Name of Underwriters Barclays Capital Goldman Sachs & Co Morgan Stanley BNP Paribas Deutsche Bank Securities Inc JP Morgan Securities UBS Securities LLC Wells Fargo & Co JP Morgan Securities Morgan Stanley & Co Inc UBS Securities LLC Bank of America Securities LLC BNP Paribas Securities Corp Citigroup Global Markets Inc Credit Suisse Securities USA LLC HSBC Securities Mizuho Securities USA Inc Wells Fargo Securities LLC Barclays Capital Citigroup Global Markets Inc JP Morgan Securities Banc of America Securities LLC BNP Paribas Securities Corp Goldman Sachs & Co HSBC Securities UBS Securities LLC Wells Fargo Securities LLC Credit Suisse Securities USA LLC SunTrust Robinson Humphrey Wells Fargo Securities LLC BB&T Capital Markets Citigroup Global Markets Inc Comerica Securities Fifth Third Securities Inc JP Morgan Securities KeyBanc Capital Markets Mitsubishi UFJ Securities USA Inc PNC Capital Markets RBS Securities Inc TD Securities US Bancorp Investments Inc US Bank NA (2) Name of Issuer DELL INC SYMANTEC CORP HEWLETT-PACKARD CO FISERV INC (3) Title of Security DELL1.4 09/10/13 SYMC 2 3/4 09/15 HPQ1 1/4 09/13/13 FISV 3 1/8 10/15 (4) Date of Prospectus or First Offering 9/7/2010 9/13/2010 9/8/2010 9/14/2010 (5) Amount of Total Offering ($) 500,000,000 350,000,000 1,100,000,000 300,000,000 (6) Unit Price 99.886 99.935 99.921 99.773 (7) Underwriting Spread or Commission 0.250% 0.350% 0.200% 0.600% (8) Rating A2/A-/A Baa2/BBB A2/ A/ A+e Baa2/BBB- (9) Maturity Date 9/10/2013 9/15/2015 9/13/2013 10/1/2015 (10) Current Yield 1.402% 2.752% 1.251% 3.132% (11) Yield to Maturity 1.439% 2.764% 1.277% 3.174% (12) Subordination Features Sr. Unsecured Sr. Unsecured Sr. Unsecured Company Guarantee *Rule 10f-3 procedures allow the Fund under certain conditions to purchase securities during the existence of an underwriting or selling syndicate, a principal underwriter of which is Goldman, Sachs & Co. or any of its affiliates or a principal underwriter of which is an officer, director, member of an advisory board, investment adviser or employee of Goldman Sachs Trust. PROCEDURES PURSUANT TO RULE 10f-3 - Continued (13) Nature of Political Entity, if any, N/A including, in the case of revenue bonds, underlying entity supplying the revenue (14) Total Par Value of Bonds Purchased 3,050,000 (15) Dollar Amount of Purchases ($) 3,046,523 (16) Number of Shares Purchased 3,050,000 (17) Years of Continuous Operation The company has been in continuous (excluding municipal securities; see (25) (d) below) operation for greater than three years. (18) % of Offering Purchased by Fund 0.610% (19) % of Offering Purchased by 14.390% all other GSAM-managed Portfolios and Accounts (20) Sum of (18) and (19)** 15.00% (21) % of Fund's Total Assets applied 0.29% to Purchase (22) Name(s) of Underwriter(s) or Barclays Dealer(s) from whom Purchased (23) Is the Adviser, any Subadviser or any person of which the Adviser or Subadviser is an "affiliated person", a Manager or Co-Manager of the Offering? Yes_X__ No____ (24) Were Purchases Designated as Group Sales or otherwise allocated to the Adviser, any Subadviser or any person of which the Adviser or Subadviser is an "affiliated person"? Yes____ No__X_ **May not exceed, when added to purchases of other investment companies advised by Goldman Sachs Asset Management, L.P. ("GSAM") or Goldman Sachs Asset Management International ("GSAMI"), and any other purchases by other accounts with respect to which GSAM or GSAMI has investment discretion if it exercised such investment discretion with respect to the purchase, 25% of the principal amount of the class of securities being offered, except that in the case of an Eligible Rule 144A Offering this percentage may not exceed 25% of the total of (A) the principal amount of the class of securities being offered that is sold by underwriters or members of the selling syndicate to Qualified Institutional Buyers ("QIBs") plus (B) the principal amount of the class of securities being offered in any concurrent offering. PROCEDURES PURSUANT TO RULE 10f-3 - Continued (25) Have the following conditions been satisfied: (a) The securities were part of an issue registered under the Securities Act of 1933, as amended, which is being offered to the public, or were U.S. government securities, as defined in Section 2(a)(16) of the Securities Exchange Act of 1934,or were municipal securities as defined in Section 3(a)(29) of the Securities Exchange Act of 1934 or were securities sold in an Eligible Foreign Offering or were securities sold in an Eligible Yes_X__ No____ Rule 144A Offering? (b) The securities were purchased prior to the end of the first day on which any sales to the public were made, at a price that was not more than the price paid by each other purchaser of securities in that offering or in any concurrent offering of the securities (except, in the case of an Eligible Foreign Offering, for any rights to purchase required by law to be granted to existing security holders of the issue) or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the rights offering terminated. Yes_X__ No____ (c) The underwriting was a firm commitment underwriting? Yes_X__ No____ With respect to any issue of securities other than Eligible Municipal Securities, was the issuer of such secutrities to be purchased in continuous operation for not less than three years, including the operation of any predecessors; or with respect to any issue of Eligible Municipal Securities to be purchased, were the securities sufficiently liquid that they could be sold at or near their carrying value within a reasonably short period of time and either: (i) were subject to no greater than moderate credit risk; or (ii) if the issuer of the municipal securities, or the entity supplying the revenues from which the issue is to be paid, had been in continuous operation for less than three years (including the operation of any predecessors) the securities were subject to a minimal or low amount of credit risk? Yes_NA__ No____ Portfolio Manager SC Goldman Sachs Short Duration Fund Account (the "Fund") CUSIP: 58405UAF9- Quarterly Report from Adviser for the Quarter Ending 9/30/2010 PROCEDURES PURSUANT TO RULE 10f-3* Comparable Securities (1) Name of Underwriters Deutsche Bank Securities Inc Goldman Sachs & Co Mitsubishi UFJ Securities USA Inc Bank of America Securities LLC Barclays Capital Citigroup Global Markets Inc Daiwa Capital Markets America Inc JP Morgan Securities KeyBanc Capital Markets Mizuho Securities USA Inc PNC Capital Markets RBS Securities Corp Scotia Capital Inc UBS Securities Wells Fargo Securities LLC Credit Suisse Securities USA LLC SunTrust Robinson Humphrey Wells Fargo Securities LLC BB&T Capital Markets Citigroup Global Markets Inc Comerica Securities Fifth Third Securities Inc JP Morgan Securities KeyBanc Capital Markets Mitsubishi UFJ Securities USA Inc PNC Capital Markets RBS Securities Inc TD Securities US Bancorp Investments Inc US Bank NA Bank of America Securities LLC Citigroup Global Markets Inc Credit Suisse Securities USA LLC Deutsche Bank Securities Inc JP Morgan Securities RBS Securities Inc Barclays Capital Goldman Sachs & Co Morgan Stanley Banc of America Securities LLC BNP Paribas Securities Corp Citigroup Global Markets Inc Deutsche Bank Securities Inc (2) Name of Issuer MEDCO HEALTH SOLUTIONS FISERV INC EDISON INTERNATIONAL COVIDIEN INTL FINANCE SA (3) Title of Security MHS2 3/4 09/15/15 FISV 3 1/8 10/15 EIX3 3/4 09/15/17 COV 2.8 06/15/15 (4) Date of Prospectus or First Offering 9/7/2010 9/14/2010 9/14/2010 6/21/2010 (5) Amount of Total Offering ($) 500,000,000 300,000,000 400,000,000 400,000,000 (6) Unit Price 99.967 99.773 99.811 99.812 (7) Underwriting Spread or Commission 0.600% 0.600% 0.625% 0.475% (8) Rating Baa3/BBB+/BBB Baa2/BBB- Baa2/BBB-/BBB Baa1/A/A (9) Maturity Date 9/15/2015 10/1/2015 9/15/2017 6/15/2015 (10) Current Yield 2.751% 3.132% 3.757% 2.805% (11) Yield to Maturity 2.757% 3.174% 3.781% 2.841% (12) Subordination Features Sr. Unsecured Company Guarantee Sr. Unsecured Company Guarantee *Rule 10f-3 procedures allow the Fund under certain conditions to purchase securities during the existence of an underwriting or selling syndicate, a principal underwriter of which is Goldman, Sachs & Co. or any of its affiliates or a principal underwriter of which is an officer, director, member of an advisory board, investment adviser or employee of Goldman Sachs Trust. PROCEDURES PURSUANT TO RULE 10f-3 - Continued (13) Nature of Political Entity, if any, N/A including, in the case of revenue bonds, underlying entity supplying the revenue (14) Total Par Value of Bonds Purchased 2,700,000 (15) Dollar Amount of Purchases ($) 2,699,109 (16) Number of Shares Purchased 2,700,000 (17) Years of Continuous Operation The company has been in continuous (excluding municipal securities; see (25)(d) below) operation for greater than three years. (18) % of Offering Purchased by Fund 0.540% (19) % of Offering Purchased by 6.660% all other GSAM-managed Portfolios and Accounts (20) Sum of (18) and (19)** 7.20% (21) % of Fund's Total Assets applied 0.26% to Purchase (22) Name(s) of Underwriter(s) or Deutsche Bank Dealer(s) from whom Purchased (23) Is the Adviser, any Subadviser or any person of which the Adviser or Subadviser is an "affiliated person", a Manager or Co-Manager of the Offering? Yes_X__ No____ (24) Were Purchases Designated as Group Sales or otherwise allocated to the Adviser, any Subadviser or any person of which the Adviser or Subadviser is an "affiliated person"? Yes____ No__X_ **May not exceed, when added to purchases of other investment companies advised by Goldman Sachs Asset Management, L.P. ("GSAM") or Goldman Sachs Asset Management International ("GSAMI"), and any other purchases by other accounts with respect to which GSAM or GSAMI has investment discretion if it exercised such investment discretion with respect to the purchase, 25% of the principal amount of the class of securities being offered, except that in the case of an Eligible Rule 144A Offering this percentage may not exceed 25% of the total of (A) the principal amount of the class of securities being offered that is sold by underwriters or members of the selling syndicate to Qualified Institutional Buyers ("QIBs") plus (B) the principal amount of the class of securities being offered in any concurrent offering. PROCEDURES PURSUANT TO RULE 10f-3 - Continued (25) Have the following conditions been satisfied: (a) The securities were part of an issue registered under the Securities Act of 1933, as amended, which is being offered to the public, or were U.S. government securities, asdefined in Section 2(a)(16) of the Securities Exchange Act of 1934,or were municipal securities as defined in Section 3(a)(29) of the Securities Exchange Act of 1934 or were securities sold in an Eligible Foreign Offering or were securities sold in an Eligible Yes_X__ No____ Rule 144A Offering? (b) The securities were purchased prior to the end of the first day on which any sales to the public were made, at a price that was not more than the price paid by each other purchaser of securities in that offering or in any concurrent offering of the securities (except, in the case of an Eligible Foreign Offering, for any rights to purchase required by law to be granted to existing security holders of the issue) or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the rights offering terminated. Yes_X__ No____ (c) The underwriting was a firm commitment underwriting? Yes_X__ No____ With respect to any issue of securities other than Eligible Municipal Securities, was the issuer of such secutrities to be purchased in continuous operation for not less than three years, including the operation of any predecessors; or with respect to any issue of Eligible Municipal Securities to be purchased, were the securities sufficiently liquid that they could be sold at or near their carrying value within a reasonably short period of time and either: (i) were subject to no greater than moderate credit risk; or (ii) if the issuer of the municipal securities, or the entity supplying the revenues from which the issue is to be paid, had been in continuous operation for less than three years (including the operation of any predecessors) the securities were subject to a minimal or low amount of credit risk? Yes_NA__ No____ Portfolio Manager SC Goldman Sachs Short Duration Fund Account (the "Fund") CUSIP: 0258M0DA4 Quarterly Report from Adviser for the Quarter Ending 9/30/2010 PROCEDURES PURSUANT TO RULE 10f-3* Comparable Securities (1) Name of Underwriters Citigroup Global Markets Inc Deutsche Bank Securities Inc Goldman Sachs & Co RBS Securities Corp BNP Paribas Securities Corp BNY Mellon Capital Markets LLC CastleOak Securities LP Credit Suisse Securities USA LLC Mitsubishi UFJ Securities USA Inc Wells Fargo Securities LLC Williams Capital Group LP Banc of America Securities LLC BB&T Capital Markets Deutsche Bank Securities Inc Fifth Third Securities Inc Lloyds TSB Bank PLC PNC Capital Markets CastleOak Securities LP Williams Capital Group LP Bank of America Merrill Lynch JP Morgan Securities Morgan Stanley Societe Generale Deutsche Bank Securities Inc JP Morgan Santander Investment Securities In (2) Name of Issuer AMER EXPRESS CREDIT CO BANK OF AMERICA CORP SOCIETE GENERALE BANCO SANTANDER CHILE (3) Title of Security AXP2 3/4 09/15/15 BAC 3.7 09/01/15 SOCGEN 3.1 09/15 SANT 3 3/4 09/15 (4) Date of Prospectus or First Offering 9/8/2010 8/17/2010 9/7/2010 9/15/2010 (5) Amount of Total Offering ($) 2,000,000,000 1,500,000,000 1,000,000,000 500,000,000 (6) Unit Price 99.416 99.876 99.968 99.716 (7) Underwriting Spread or Commission 0.350% 0.350% 0.350% 0.400% (8) Rating A2/ BBB+/ A+ A2/ A/ A+ Aa2/A+/A+ Aa3/A+AA- (9) Maturity Date 9/15/2015 9/1/2015 9/14/2015 9/15/2010 (10) Current Yield 2.766% 3.705% 3.101% 3.761% (11) Yield to Maturity 2.876% 3.727% 3.107% 3.813% (12) Subordination Features Sr. Unsecured Sr. Unsecured Sr. Unsecured Sr. Unsecured *Rule 10f-3 procedures allow the Fund under certain conditions to purchase securities during the existence of an underwriting or selling syndicate, a principal underwriter of which is Goldman, Sachs & Co. or any of its affiliates or a principal underwriter of which is an officer, director, member of an advisory board, investment adviser or employee of Goldman Sachs Trust. PROCEDURES PURSUANT TO RULE 10f-3 - Continued (13) Nature of Political Entity, if any, N/A including, in the case of revenue bonds,underlying entity supplying the revenue (14) Total Par Value of Bonds Purchased 5,200,000 (15) Dollar Amount of Purchases ($) 5,169,632 (16) Number of Shares Purchased 5,200,000 (17) Years of Continuous Operation The company has been in continuous (excluding municipal securities; see (25)(d) below) operation for greater than three years. (18) % of Offering Purchased by Fund 0.260% (19) % of Offering Purchased by 3.490% all other GSAM-managed Portfolios and Accounts (20) Sum of (18) and (19)** 3.75% (21) % of Fund's Total Assets applied 0.49% to Purchase (22) Name(s) of Underwriter(s) or Deutsche Bank Dealer(s) from whom Purchased (23) Is the Adviser, any Subadviser or any person of which the Adviser or Subadviser is an "affiliated person", a Manager or Co-Manager of the Offering? Yes_X__ No____ (24) Were Purchases Designated as Group Sales or otherwise allocated to the Adviser, any Subadviser or any person of which the Adviser or Subadviser is an "affiliated person"? Yes____ No__X_ **May not exceed, when added to purchases of other investment companies advised by Goldman Sachs Asset Management, L.P. ("GSAM") or Goldman Sachs Asset Management International ("GSAMI"), and any other purchases by other accounts with respect to which GSAM or GSAMI has investment discretion if it exercised such investment discretion with respect to the purchase, 25% of the principal amount of the class of securities being offered, except that in the case of an Eligible Rule 144A Offering this percentage may not exceed 25% of the total of (A) the principal amount of the class of securities being offered that is sold by underwriters or members of the selling syndicate to Qualified Institutional Buyers ("QIBs") plus (B) the principal amount of the class of securities being offered in any concurrent offering. PROCEDURES PURSUANT TO RULE 10f-3 - Continued (25) Have the following conditions been satisfied: (a) The securities were part of an issue registered under the Securities Act of 1933, as amended, which is being offered to the public, or were U.S. government securities, as defined in Section 2(a)(16) of the Securities Exchange Act of 1934,or were municipal securities as defined in Section 3(a)(29)of the Securities Exchange Act of 1934 or were securities sold in an Eligible Foreign Offering or were securities sold in an Eligible Yes_X__ No____ Rule 144A Offering? (b) The securities were purchased prior to the end of the first day on which any sales to the public were made, at a price that was not more than the price paid by each other purchaser of securities in that offering or in any concurrent offering of the securities (except, in the case of an Eligible Foreign Offering, for any rights to purchase required by law to be granted to existing security holders of the issue) or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the rights offering terminated. Yes_X__ No____ (c) The underwriting was a firm commitment underwriting? Yes_X__ No____ With respect to any issue of securities other than Eligible Municipal Securities, was the issuer of such secutrities to be purchased in continuous operation for not less than three years, including the operation of any predecessors; or with respect to any issue of Eligible Municipal Securities to be purchased, were the securities sufficiently liquid that they could be sold at or near their carrying value within a reasonably short period of time and either: (i) were subject to no greater than moderate credit risk; or (ii) if the issuer of the municipal securities, or the entity supplying the revenues from which the issue is to be paid, had been in continuous operation for less than three years (including the operation of any predecessors) the securities were subject to a minimal or low amount of credit risk? Yes_NA__ No____ Portfolio Manager