N-CSR 1 d839438dncsr.htm GOLDMAN SACHS TRUST Goldman Sachs Trust

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)

 

Copies to:

Caroline Kraus

  Geoffrey R.T. Kenyon, Esq.

Goldman, Sachs & Co.

  Dechert LLP

200 West Street

  One International Place, 40th Floor

New York, New York 10282

  100 Oliver Street
  Boston, MA 02110

 

(Name and address of agents for service)

Registrant’s telephone number, including area code: (312) 655-4400

 

 

Date of fiscal year end: November 30

 

 

Date of reporting period: November 30, 2014

 

 

 

ITEM 1. REPORTS TO STOCKHOLDERS.

 

     The Annual Report to Stockholders is filed herewith.


Goldman Sachs Funds

 

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Annual Report      

November 30, 2014

 
     

MLP Energy Infrastructure Fund

 

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Goldman Sachs MLP Energy Infrastructure Fund

 

TABLE OF CONTENTS

 

Principal Investment Strategies and Risks

    1   

Investment Process

    2   

Portfolio Management Discussion and Performance Summaries

    3   

Schedule of Investments

    11   

Financial Statements

    13   

Financial Highlights

    16   

Notes to Financial Statements

    18   

Report of Independent Registered Public Accounting Firm

    32   

Other Information

    33   

 

     
NOT FDIC-INSURED   May Lose Value   No Bank Guarantee


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE 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 MLP Energy Infrastructure Fund invests primarily in a portfolio of master limited partnership (“MLP”) investments in the energy sector. The Fund’s equity investments are subject to market risk, which means that the value of the securities in which it invests may go up or down in response to the prospects of individual companies, particular sectors and/or general economic conditions. Investments in MLPs are subject to certain risks, including risks related to limited control and limited rights to vote, potential conflicts of interest, cash flow risks, dilution risks, limited liquidity, risks related to the general partner’s right to force sales at undesirable times or prices, interest rate sensitivity and for MLPs with smaller capitalizations, lower trading volume and abrupt or erratic price movements. MLPs are also subject to risks relating to their complex tax structure, including the risk that an MLP could lose its tax status as a partnership, resulting in a reduction in the value of the Fund’s investment in the MLP and lower income to the Fund. MLPs are also subject to the risk that to the extent that a distribution received from an MLP is treated as a return of capital, the Fund’s adjusted tax basis in the MLP interests may be reduced, which may increase the Fund’s tax liability upon the sale of the MLP interests or upon subsequent distributions in respect of such interests. The Fund’s strategy of investing primarily in MLPs, resulting in its being taxed as a regular corporation, or “C” corporation, involves complicated accounting, tax and valuation issues. Many MLPs in which the Fund invests operate facilities within the energy sector and are also subject to risks affecting that sector. Because the Fund concentrates its investments in the energy sector, the Fund is subject to greater risk of loss as a result of adverse economic, business or other developments affecting industries within that sector than if its investments were more diversified across different industries. The Fund may invest in private investment in public equities (“PIPEs”) which may be deemed illiquid. The securities of mid- and small-capitalization companies involve greater risks than those associated with larger, more established companies and may be subject to more abrupt or erratic price movements. The Fund is “non-diversified” and may invest a larger percentage of its assets in fewer issuers than “diversified” funds. Accordingly, the Fund may be more susceptible to adverse developments affecting any single issuer held in its portfolio and to greater losses resulting from these developments.

 

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GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

What Differentiates Goldman Sachs’ MLP

Energy Infrastructure Fund Investment Process?

 

With a quality-oriented approach, the MLP Energy Infrastructure Fund seeks total return through current income and capital appreciation. We have an experienced investment team integrated within Goldman Sachs Asset Management, L.P. (“GSAM”), allowing us to leverage franchise expertise and risk framework across multiple asset classes. We invest primarily in Master Limited Partnerships (“MLPs”), or similar structures, that own energy infrastructure assets.

 

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n   To capture the full energy chain, we analyze energy production and user trends that ultimately impact energy infrastructure.

 

n   We rigorously assess companies on both the asset and equity level.

 

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n   Macro Trend Analysis

First, we analyze overall energy trends through capital spending shifts and drilling trends, in addition to regional supply and demand imbalances.

 

n   Top-Down Sector Selection

Secondly, we establish the impact of macro and regional trends on energy infrastructure.

 

n   Bottom-Up Security Selection

Finally, we select names by evaluating a company’s management, assets, expected returns and technicals.

 

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n   Our team of MLP dedicated investment professionals includes lead portfolio managers averaging 10 years of investment experience.

 

n   Ability to leverage energy related resources across GSAM Equity, Fixed Income and Commodity groups, as well as utilize risk management resources.

 

n   Unique investment approach stemming from a more holistic view across the extremes of the energy value chain, corporate access, broader valuation understanding, and resource advantages.

 

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Goldman Sachs MLP Energy Infrastructure Fund

 

 

Investment Objective And Principal Strategy

The Fund seeks total return through current income and capital appreciation. Under normal circumstances, the Fund invests at least 80% of its net assets plus any borrowings for investment purposes (measured at the time of purchase) in energy infrastructure master limited partnership (“MLP”) investments. Energy infrastructure MLPs own and operate assets that are used in the energy sector, including assets used in exploring, developing, producing, generating, transporting (including marine), transmitting, terminal operation, storing, gathering, processing, refining, distributing, mining or marketing of natural gas, natural gas liquids, crude oil, refined products, coal or electricity, or that provide energy-related equipment or services. The Fund’s MLP investments may include, but are not limited to: MLPs structured as limited partnerships or limited liability companies; MLPs that are taxed as “C” corporations; institutional units issued by MLP affiliates; “C” corporations that hold significant interests in MLPs; private investments in public equities issued by MLPs; and other equity and fixed income securities and derivative instruments, including pooled investment vehicles and exchange-traded notes, that provide exposure to MLPs. The Fund’s MLP investments may be of any capitalization size.

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Energy and Infrastructure Team discusses the Goldman Sachs MLP Energy Infrastructure Fund’s (the “Fund”) performance and positioning for the one-year period ended November 30, 2014 (the “Reporting Period”).

 

Q   How did the Fund perform during the Reporting Period?

 

A   During the Reporting Period, the Fund’s Class A, C, Institutional, IR and R Shares generated average annual total returns, without sales charges, of 15.59%, 14.61%, 15.91%, 15.73% and 15.23%, respectively. These returns compare to the 12.87% average annual total return of the Alerian MLP Total Return Index (the “Alerian Index”). The Alerian Index1 is a composite of the 50 most prominent energy MLPs.

 

Q   How did energy master limited partnerships (“MLPs”) overall perform during the Reporting Period?

 

A   During the Reporting Period, energy MLPs, as represented by the Alerian Index, generated a positive total return, supported by solid fundamentals, strong investment flows and a decline in interest rates.

 

   During the first nine months of the Reporting Period, the Alerian Index rose 23.4%, reaching an all-time high on August 29, 2014. However, a drop in crude oil prices during the last three months of the Reporting Period was a significant headwind for energy MLPs. The Alerian Index declined 8.5% between September 1, 2014 and November 28, 2014, as larger than expected U.S. production growth, combined with weaker than expected demand growth in developing countries, put significant downward pressure on crude oil prices. After hitting a high of $106.83 on June 20, 2014, the price of West Texas Intermediate (“WTI”) crude oil fell 38.1% through November 30, 2014, ending the Reporting Period at $66.15 a barrel.2 The final days of the Reporting Period were particularly volatile. At its meeting on November 27, 2014, the Organization of the Petroleum Exporting Countries (“OPEC”) said it would maintain production at 30 million barrels per day, which led to a 10.8% drop in WTI crude oil prices on November 28, 2014.3 At the end of the Reporting Period, crude oil prices were lower than the estimated 2014 fiscal breakeven levels for 10 of the 12 OPEC-member countries.

 

   Despite the precipitous fall in crude oil prices, energy MLPs benefited from several tailwinds during the Reporting Period. As mentioned earlier, U.S. production growth continued to increase, reaching higher than expected levels despite the decline in crude oil prices. In September 2014, U.S. crude oil production increased 14.4% on a year-over-year basis, driven largely by acceleration in fast growing areas of operation,

 

1    Source: Alerian.
2    Source: U.S. Energy Information Administration.
3    Source: Bloomberg.

 

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PORTFOLIO RESULTS

 

 

such as the Bakken, Eagle Ford and Permian Basins. U.S. natural gas production increased 9.1% over the same period on strong production growth from crude oil basins and improving drilling results from dry areas, such as the Marcellus Shale. U.S. natural gas liquid production experienced a marginal year-over-year increase, up 0.5%.2 Declining interest rates also served as a tailwind for energy MLPs, as the yield on the 10-year U.S. Treasury note fell 59 basis points from 2.75% to 2.16% during the Reporting Period. (A basis point is 1/100th of a percentage point.)

 

   During the Reporting Period, the energy MLP sector saw strong investment inflows, as there were $20.7 billion of inflows through exchange traded funds (“ETFs”), exchange traded notes (“ETNs”) and mutual funds. This compares with $15.1 billion of inflows during the same timeframe a year earlier. 3 The increase in inflows was supportive of energy MLPs during the Reporting Period.

 

   During the Reporting Period overall, the Alerian MLP Total Return Index (+12.87%) underperformed the S&P 500® Index (+16.86%) and outperformed the AMEX Energy Select Sector Index (-7.8%).4 The Alerian Index underperformed the utilities (+24.8%) and real estate investment trust (“REIT”) (+27.2%) sectors, as represented by the Philadelphia Stock Exchange (PHLX) Utility Sector Index and the FTSE NAREIT (Financial Times and London Stock Exchange National Association of Real Estate Investment Trusts) U.S. Real Estate Index, respectively.5

 

Q   What key factors were responsible for the Fund’s performance during the Reporting Period?

 

A   Both security selection and the volatility in crude oil prices drove the Fund’s relative performance during the Reporting Period. The Fund continued to own what we consider to be quality companies with strong management teams, strong balance sheets and favorable commodity and geographical exposures (asset footprint). We also sought to invest in companies with long-term, fee-based contracts. In our view, this helped protect the Fund from the full effects of the decline in crude oil prices during the Reporting Period. Between June 20, 2014 and the end of the Reporting Period, the price of WTI crude oil dropped 38.1%, while the Fund’s Institutional Class shares fell only 6.0%.

 

Q   What individual holdings added to the Fund’s relative performance during the Reporting Period?

 

A   During the Reporting Period, the Fund benefited most relative to the Alerian Index from its investments in Targa Resources, EQT Midstream Partners and Emerge Energy Services LP.

 

   The top contributor to Fund performance was Targa Resources (TRGP). Through its interests in the MLP Targa Resources Partners (NGLS), TRGP provides midstream natural gas and natural gas liquid services. The midstream component of the energy industry is usually defined as those companies providing products or services that help link the supply side (i.e., energy producers) and the demand side (i.e., energy end-users) for any type of energy commodity. Such midstream businesses can include, but are not limited to, those that process, store, market and transport various energy commodities. On February 13, 2014, TRGP said its 2014 dividend growth would exceed 25%. In addition, during the first three quarters of 2014, TRGP delivered dividend growth of 31%, 30% and 29%, respectively, on a year-over-year basis. For the Reporting Period overall, TRGP was up 44.1% on a total return basis. As of November 30, 2014, TRGP had a yield of 2.6%.

 

   The Fund also benefited from a position in EQT Midstream Partners LP (EQM), a growth-oriented energy MLP formed by EQT to own, operate, acquire and develop midstream assets in the Appalachian Basin. EQM has fee-based assets located in the Marcellus Shale, which — combined with its working relationship with EQT — position it as a leading Appalachian Basin midstream energy company. As of November 30, 2014, the Marcellus Shale provides approximately 18% of total U.S. natural gas production.6 During the Reporting Period, EQM was up 56.1% on a total return basis. EQM had a yield of 2.6% as of November 30, 2014.

 

   Another contributor to Fund performance was Emerge Energy Services LP (EMES). EMES is engaged in two business segments. The first is the mining, processing and distributing of silica sand used for the hydraulic fracturing of oil and gas wells. The second is the processing of transmix and the distribution of refined products. EMES reported

 

4    The S&P 500® Index is a diverse index that includes 500 American companies that represent over 70% of the total market capitalization of the U.S. stock market. The AMEX Energy Select Sector Index (IXE) is a modified market capitalization-based index intended to track the movements of companies that are components of the S&P 500® Index and are involved in the development or production of energy products.
5    The PHLX Utility Sector Index is composed of geographically diverse public U.S. utility stocks. The FTSE NAREIT U.S. Real Estate Index series is a family of REIT performance indexes that span the commercial real estate space across the U.S. economy, offering exposure to all investment and property sectors.
6    Source: U.S. Energy Information Administration.

 

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PORTFOLIO RESULTS

 

 

strong earnings growth during the Reporting Period driven by record production levels. In its earnings announcement on October 30, 2014, EMES’ management reiterated that sand supply at its existing facilities, approximately 8.2 million tons, is already under contract with an average remaining term of 4.2 years. During the Reporting Period, EMES was up 71.3% on a total return basis. As of November 30, 2014, EMES had a yield of 8.6%.

 

Q   What individual holdings detracted from the Fund’s relative performance during the Reporting Period?

 

A   During the Reporting Period, the largest detractors from the Fund’s returns relative to the Alerian Index were OCI Partners LP, GasLog Partners and PBF Logistics.

 

   OCI Partners LP (OCIP), which operates an integrated methanol and ammonia plant along the U.S. Gulf Coast, detracted from Fund returns. OCIP declined on weaker than expected fourth quarter 2013 results, lower 2014 guidance and cost overruns on its plant debottlenecking project. Despite these issues, we continue to have a favorable long-term outlook for OCIP, as the company is scheduled to undergo the aforementioned plant debottlenecking project in January 2015, which is anticipated to significantly expand its methanol and ammonia capacity. (Debottlenecking is an increase in the production capacity of existing facilities through the modification of existing equipment.) OCI’s stock was also hurt during the Reporting Period by weaker methanol prices. However, it benefited from falling natural gas prices, as natural gas is the primary feedstock for its methanol production. During the Reporting Period, OCIP was down 25.3% on a total return basis. As of November 30, 2014, OCIP had a yield of 6.1%.

 

   Another detractor from relative performance was GasLog Partners (GLOP), a growth-oriented international owner, operator and manager of liquefied natural gas carriers. Since its initial public offering (“IPO”) on May 7, 2014, GLOP faced headwinds, as oversupply in the liquefied natural gas carrier sector drove down the day rates of liquefied natural gas ships. Nevertheless, the company’s long-term contract coverage continued to protect its cash flows. Following its IPO, GLOP was down 6.1% on a total return basis through the remainder of the Reporting Period. As of November 30, 2014, GLOP had a yield of 5.9%.

 

   PBF Logistics (PBFX) also hampered relative results during the Reporting Period. PBFX was formed by PBF Energy in May 2014 to own, lease, operate, develop and acquire crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets. It has stable cash flows through its long-term, fee-based agreements with PBF Energy. These agreements have minimum volume commitments, inflation escalators and an initial term of seven years. However, during the Reporting Period, PBFX was hurt by the drop in crude oil prices. Following its IPO on May 9, 2014, PBFX was down 16.0% on a total return basis through the remainder of the Reporting Period. As of November 30, 2014, PBFX had a yield of 5.3%.

 

Q   Were there any notable purchases or sales during the Reporting Period?

 

A   During the Reporting Period, the Fund added a position in Inter Pipeline Ltd. (IPL), which provides oil transportation, natural gas liquid extraction and bulk liquid storage services. The company extracts natural gas liquids at its three processing plants in Alberta, Canada. It also operates eight bulk liquid storage terminals in the U.K., Germany and Ireland. As of November 30, 2014, IPL had a yield of 4.5%, and the Fund held a weighting in IPL of 3.4%.

 

   The Fund also initiated a position in Plains All American Pipeline LP (PAA) during the Reporting Period. PAA is engaged in the transportation, storage, terminalling and marketing of crude oil, refined products and liquefied petroleum gas and other natural gas-related petroleum products. It operates through three business segments: transportation, facilities, and supply and logistics. As of November 30, 2014, PAA had a yield of 5.1%, and the Fund’s weighting in the name was 3.3%.

 

   During the Reporting Period, the Fund sold its holdings of QEP Midstream Partners LP (QEPM), an energy MLP formed by QEP Resources to own, operate, acquire and develop midstream energy assets. QEPM provides gathering, compression and transportation services to producers and users of natural gas and crude oil. We decided to exit the position in favor of securities which we view more favorably.

 

   In addition, the Fund sold its stake in Phillips 66 Partners LP (PSXP), a growth-oriented energy MLP. The company was formed to own, operate, develop and acquire primarily fee-based crude oil, refined petroleum product and natural gas liquids pipelines and terminals and other transportation and midstream assets. Its initial assets consisted of crude oil and refined petroleum product pipeline, terminal and storage systems in the Central and Gulf Coast regions of the United States. We decided to take profits and exit the Fund’s position during the Reporting Period.

 

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PORTFOLIO RESULTS

 

 

Q   How did the Fund use derivatives and similar instruments during the Reporting Period?

 

A   During the Reporting Period, the Fund did not use derivatives or similar instruments.

 

Q   What is the Fund’s tactical view and strategy for the months ahead?

 

A   Although the price of WTI crude oil declined precipitously during the Reporting Period, we believe overall production volumes will continue growing across oil, natural gas liquids and dry natural gas — albeit at lower levels than were expected when crude oil prices were close to $100 a barrel. However, we acknowledge that production could be severely curtailed if crude oil prices remain near levels seen at the end of the Reporting Period. In our view, a drop in production would be detrimental to energy MLP performance. On the other hand, we believe the energy MLP sector is benefiting from a decline in overall commodities prices. Lower commodities prices have incentivized an increase in U.S. production capacity for petrochemicals and fertilizers, which rely on midstream businesses for the delivery of fuel and feedstocks. Additional tailwinds for the energy MLP sector may include increased merger and acquisition activity, greater investor interest and growing U.S. government support for the U.S. energy sector. That said, and despite our positive outlook, investors should, in our view, remain mindful that the energy MLP sector is facing more challenges than lower crude oil prices. Finally, we believe investors should recognize a growing dispersion in performance. Rising U.S. production has greatly altered the energy landscape, proving beneficial to some regions and detrimental to others. As the dispersion between the energy “haves” and “have nots” has increased, we believe rigorous fundamental analysis is essential to take advantage of the powerful energy revolution theme that we believe persists.

 

 

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FUND BASICS

 

Goldman Sachs MLP Energy Infrastructure Fund

as of November 30, 2014

 

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  PERFORMANCE REVIEW   
     December 1, 2013–November 30, 2014   Fund Total
Return
(based on NAV)1
     Alerian MLP
Total
Return Index2
 
  Class A     15.59      12.87
  Class C     14.61         12.87   
  Institutional     15.91         12.87   
  Class IR     15.73         12.87   
    Class R     15.23         12.87   

 

  1    The net asset value (“NAV”) represents the net assets of the class of the Fund (ex-dividend) divided by the total number of shares of the class outstanding. The Fund’s performance assumes the reinvestment of dividends and other distributions. The Fund’s performance does not reflect the deduction of any applicable sales charges.

 

  2    The Alerian MLP Total Return Index is a composite of the 50 most prominent energy master limited partnerships (“MLPs”) calculated by Standard & Poor’s using a float-adjusted market capitalization methodology. The index is disseminated by the New York Stock Exchange real-time on a price return basis (NYSE: AMZ). The corresponding total return index is calculated and disseminated daily through ticker AMZX. The Index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an index.

 

  STANDARDIZED TOTAL RETURNS4   
     For the period ended 9/30/14   One Year      Since Inception      Inception Date  
  Class A     21.21      18.92      3/28/13   
  Class C     26.26         22.57         3/28/13   
  Institutional     28.83         23.93         3/28/13   
  Class IR     28.63         23.80         3/28/13   
    Class R     28.03         23.19         3/28/13   

 

  4    The Standardized Total Returns are average annual total returns as of the most recent calendar quarter-end. They assume reinvestment of all distributions at net asset value. These returns reflect a maximum initial sales charge of 5.5% for Class A Shares and the contingent deferred sales charge for Class C Shares (1% if shares are redeemed within 12 months of purchase). Because Institutional, Class IR and Class R Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

 

The returns set forth in the tables above represent past performance. Past performance does not guarantee future results. The Fund’s investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted above. Please visit our web site at www.GSAMFUNDS.com to obtain the most recent month-end returns. Performance reflects applicable fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

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FUND BASICS

 

 

  EXPENSE RATIOS5   
          Net Operating
Expenses Ratio
(After Waivers
Excluding  Tax
Benefit/Expense)6
     Gross Operating
Expense Ratio
(Before Waivers
Excluding Tax
Benefit/Expense)
     Net Expense Ratio
(After Waivers
Including Tax
Benefit/Expense)5,6
     Gross
Expense Ratio
(Before Waivers
Including Tax
Benefit/Expense)5
 
  Class A     1.50      1.93      9.35      9.78
  Class C     2.25         2.68         10.10         10.53   
  Institutional     1.10         1.53         8.95         9.38   
  Class IR     1.25         1.68         9.10         9.53   
    Class R     1.75         2.18         9.60         10.03   

 

  5    These expense ratios of the Fund 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.

 

  6    The Fund’s waivers and/or expense limitations will remain in place through at least March 28, 2015, 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.

 

  TOP TEN HOLDINGS AS OF 11/30/147
     Holding   % of Net Assets      Line of Business
  Summit Midstream Partners LP     4.9    Natural Gas and NGL Infrastructure
  Goldman Sachs Financial Square Government Fund     4.8    Investment Company
  Access Midstream Partners LP     4.6       Natural Gas and NGL Infrastructure
  Sunoco Logistics Partners LP     4.1       Liquids, Pipelines & Terminalling
  Magellan Midstream Partners LP     3.8       Liquids, Pipelines & Terminalling
  Enterprise Products Partners LP     3.7       Diversified Midstream
  SemGroup Corp. Class A     3.6       General Partner
  Energy Transfer Equity LP     3.6       General Partner
  Targa Resources Corp.     3.4       General Partner
    Plains All American Pipeline LP     3.2       Liquids, Pipelines & Terminalling

 

  7    The top 10 holdings may not be representative of the Fund’s future investments.

 

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FUND BASICS

 

 

 

FUND SECTOR ALLOCATIONS8

 

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  8    The Fund is actively managed and, as such, its composition may differ over time. Consequently, the Fund’s overall sector allocations may differ from the percentages contained in the graph above. The percentage shown for each investment category reflects the value of investments in that category as a percentage of market value. The graph depicts the Fund’s investments but may not represent the Fund’s market exposure due to the exclusion of certain derivatives, if any, as listed in the Additional Investment Information section of the Schedule of Investments. Sector allocations are defined by GSAM and may differ from sector allocations used by the Alerian Total Return Index.

 

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GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

Performance Summary

November 30, 2014

 

The following graph shows the value, as of November 30, 2014, of a $10,000 investment made on March 28, 2013 (commencement of operations) in Institutional Shares at NAV. For comparative purposes, the performance of the Fund’s benchmark, the Alerian MLP Total Return Index is shown. This performance data represents past performance and should not be considered indicative of future performance, which will fluctuate with changes in market conditions. These performance fluctuations will cause an investor’s shares, when redeemed, to be worth more or less than their original cost. Performance reflects applicable fee waivers and/or expense limitations in effect during the periods shown and in their absence, performance would be reduced. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance of Class A, Class C, Class IR and Class R Shares will vary from that of Institutional Shares due to differences in class specific fees and any applicable sales charges. In addition to the Investment Adviser’s decisions regarding issuer/industry investment selection and allocation, other factors may affect Fund performance. These factors include, but are not limited to, Fund operating fees and expenses, portfolio turnover and subscription and redemption cash flows affecting the Fund.

 

MLP Energy Infrastructure Fund’s Lifetime Performance

Performance of a $10,000 Investment, with distributions reinvested, from March 28, 2013 through November 30, 2014.

 

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Average Annual Total Return through November 30, 2014      One Year       Since Inception

Class A (Commenced March 28, 2013)

     

Excluding sales charges

     15.59%       16.69%

Including sales charges

     9.22%       12.84%

 

Class C (Commenced March 28, 2013)

     

Excluding contingent deferred sales charges

     14.61%       15.85%

Including contingent deferred sales charges

     13.56%       15.85%

 

Institutional (Commenced March 28, 2013)

     15.91%       17.14%

 

Class IR (Commenced March 28, 2013)

     15.73%       16.97%

 

Class R (Commenced March 28, 2013)

     15.23%       16.41%

 

 

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GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

Schedule of Investments

November 30, 2014

 

Shares     Description  

Value

 
  Common Stocks – 96.1%   
  Coal – 0.7%   
  367,214      Alliance Resource Partners LP   $ 16,913,877   

 

 

 
  Diversified Midstream – 12.2%   
  723,750      Energy Transfer Partners LP     47,166,788   
  2,516,000      Enterprise Products Partners LP     93,947,440   
  783,500      Gibson Energy, Inc.     19,253,476   
  2,862,400      Inter Pipeline Ltd.     82,079,664   
  484,424      NGL Energy Partners LP     16,906,398   
  749,200      Targa Resources Partners LP     41,078,636   
  202,500      Williams Partners LP     10,477,350   
   

 

 

 
      310,909,752   

 

 

 
  Exploration and Production – 0.2%   
  384,320      Memorial Production Partners LP     5,288,243   

 

 

 
  General Partner – 22.1%   
  539,989      Alliance Holdings GP LP     36,195,463   
  1,549,550      Energy Transfer Equity LP     92,027,774   
  993,500      Kinder Morgan, Inc.     41,081,225   
  890,800      ONEOK, Inc.     48,245,728   
  2,004,100      Plains GP Holdings LP Class A     52,066,518   
  1,248,830      SemGroup Corp. Class A     92,400,932   
  746,650      Targa Resources Corp.     85,222,631   
  319,950      Teekay Corp.     15,907,914   
  1,513,050      The Williams Cos., Inc.     78,300,337   
  348,300      Western Gas Equity Partners LP     21,873,240   
   

 

 

 
      563,321,762   

 

 

 
  Liquids, Pipelines & Terminalling – 27.8%   
  726,500      Buckeye Partners LP     55,846,055   
  949,550      Genesis Energy LP     41,808,687   
  1,162,700      Magellan Midstream Partners LP     96,376,203   
  390,089      MPLX LP     25,905,810   
  762,312      Oiltanking Partners LP     36,796,800   
  1,573,900      PBF Logistics LP(a)     35,932,137   
  521,700      Pembina Pipeline Corp.     18,080,429   
  1,599,350      Plains All American Pipeline LP     82,286,558   
  558,944      Rose Rock Midstream LP     30,004,114   
  1,400,000      Shell Midstream Partners LP*     51,128,000   
  115,500      Sprague Resources LP     2,595,285   
  2,154,050      Sunoco Logistics Partners LP     103,695,967   
  565,950      Sunoco LP     26,577,012   
  924,318      Tesoro Logistics LP     52,935,692   
  978,100      VTTI Energy Partners LP     23,914,545   
  775,085      Western Refining Logistics LP     24,105,144   
   

 

 

 
      707,988,438   

 

 

 
  Marine Transportation and Services – 2.3%   
  1,335,204      Dynagas LNG Partners LP(a)     23,913,504   
  1,000,000      GasLog Partners LP(a)     25,550,000   
  374,120      KNOT Offshore Partners LP     8,275,534   
  42,300      Navios Maritime Partners LP     548,208   
   

 

 

 
      58,287,246   

 

 

 
  Common Stocks – (continued)   
  Natural Gas and NGL Infrastructure – 25.3%   
  1,877,850      Access Midstream Partners LP   $ 117,703,638   
  475,590      Atlas Pipeline Partners LP     15,618,376   
  1,893,155      Cone Midstream Partners LP*(a)     51,986,036   
  950,399      Crestwood Midstream Partners LP     19,084,012   
  1,000,000      DCP Midstream Partners LP     47,910,000   
  786,600      EQT Midstream Partners LP     65,791,224   
  268,850      Keyera Corp.     20,210,185   
  754,200      MarkWest Energy Partners LP     53,593,452   
  617,700      ONEOK Partners LP     27,228,216   
  1,192,250      Regency Energy Partners LP     33,967,202   
  2,762,470      Summit Midstream Partners LP(a)     125,416,138   
  292,259      Tallgrass Energy Partners LP     12,488,227   
  761,412      Western Gas Partners LP     54,006,953   
   

 

 

 
      645,003,659   

 

 

 
  Offshore Oilfield Services – 0.4%   
  563,450      Seadrill Partners LLC     9,533,574   

 

 

 
  Other – 4.7%   
  823,199      CVR Refining LP     18,349,106   
  648,943      Emerge Energy Services LP     41,629,693   
  250,000      Hi-Crush Partners LP     9,210,000   
  1,298,700      Northern Tier Energy LP     31,012,956   
  1,216,090      OCI Partners LP     20,673,530   
   

 

 

 
      120,875,285   

 

 

 
  Petrochemicals – 0.4%   
  380,369      Westlake Chemical Partners LP     10,760,639   

 

 

 
  TOTAL COMMON STOCKS  
  (Cost $2,359,167,134)   $ 2,448,882,475   

 

 

 
   
  Investment Company(a) – 4.8%   
  121,214,808      Goldman Sachs Financial Square Government Fund     121,214,808   
  (Cost $121,214,808)  

 

 

 
  TOTAL INVESTMENTS – 100.9%  
  (Cost $2,480,381,942)   $ 2,570,097,283   

 

 

 
 

 

LIABILITIES IN EXCESS OF

    OTHER ASSETS – (0.9)%

    (22,151,642

 

 

 
  NET ASSETS – 100.0%   $ 2,547,945,641   

 

 

 

 

The accompanying notes are an integral part of these financial statements.   11


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

Schedule of Investments (continued)

November 30, 2014

 

 

The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.

*

  Newly issued security: non-income producing.

(a)

  Represents an Affiliated Issuer/Fund.

 

 

Investment Abbreviations:

GP

 

—General Partnership

LP

 

—Limited Partnership

 

 

12   The accompanying notes are an integral part of these financial statements.


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

Statement of Assets and Liabilities

November 30, 2014

 

           
  Assets:   
 

Investments of unaffiliated issuers, at value (cost $2,094,049,234)

  $ 2,186,084,660   
 

Investments of affiliated issuers, at value (cost $386,332,708)

    384,012,623   
 

Cash

    12,046,451   
 

Receivables:

 
 

Fund shares sold

    8,240,222   
 

Investments sold

    1,976,039   
 

Dividends

    633,912   
 

Foreign tax reclaims

    270,605   
 

Reimbursement from investment adviser

    30,545   
 

Prepaid State and local income taxes

    107,193   
 

Other assets

    2,771   
  Total assets     2,593,405,021   
   
  Liabilities:   
 

Deferred tax payable, net

    34,787,514   
 

Federal income tax payable

    1,630,773   
 

Payables:

 
 

Fund shares redeemed

    4,775,946   
 

Management fees

    1,958,907   
 

Investments purchased

    1,361,886   
 

Distribution and service fees and transfer agent fees

    612,872   
 

Accrued expenses

    331,482   
  Total liabilities     45,459,380   
   
  Net Assets:   
 

Paid-in capital

    2,490,158,571   
 

Distributions in excess of net investment loss, net of taxes

    (19,751,295
 

Accumulated net realized gain, net of taxes

    21,052,445   
 

Net unrealized gain, net of taxes

    56,485,920   
    NET ASSETS   $ 2,547,945,641   
   

Net Assets:

   
   

Class A

  $ 513,721,872   
   

Class C

    241,840,953   
   

Institutional

    1,613,321,695   
   

Class IR

    178,965,576   
   

Class R

    95,545   
   

Total Net Assets

  $ 2,547,945,641   
   

Shares Outstanding $0.001 par value (unlimited shares authorized):

   
   

Class A

    42,895,898   
   

Class C

    20,441,498   
   

Institutional

    133,767,760   
   

Class IR

    14,870,154   
   

Class R

    8,009   
   

Net asset value, offering and redemption price per share:(a)

   
   

Class A

    $11.98   
   

Class C

    11.83   
   

Institutional

    12.06   
   

Class IR

    12.04   
   

Class R

    11.93   

 

  (a)   Maximum public offering price per share for Class A Shares is $12.68. At redemption, Class C Shares may be subject to a contingent deferred sales charge, assessed on the amount equal to the lesser of the current net asset value or the original purchase price of the shares.

 

The accompanying notes are an integral part of these financial statements.   13


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

Statement of Operations

For the Fiscal Year Ended November 30, 2014

 

           
Investment income:   
 

Dividends — unaffiliated issuers (net of tax withholding of $420,324)

  $ 60,176,078   
 

Dividends — affiliated issuers

    5,959,568   
 

Less: Return of Capital on Dividends

    (52,731,900
 

Interest

    34,353   
  Total investment income     13,438,099   
   
Expenses:   
 

Management fees

    13,698,250   
 

Distribution and Service fees(a)

    1,955,826   
 

Transfer Agent fees(a)

    1,339,656   
 

Professional fees

    309,154   
 

Registration fees

    189,108   
 

Printing and mailing costs

    168,639   
 

Custody, accounting and administrative services

    146,776   
 

Amortization of offering costs

    89,194   
 

Trustee fees

    20,253   
 

Other

    30,055   
  Total operating expenses, before taxes     17,946,911   
 

Less — expense reductions

    (34,445
  Net operating expenses, before taxes     17,912,466   
  NET INVESTMENT LOSS, BEFORE TAXES     (4,474,367
  Current tax benefit     3,247,904   
  Deferred tax expense     (2,559,865
  NET INVESTMENT LOSS, NET OF TAXES     (3,786,328
   
Realized and unrealized gain (loss):   
 

Net realized gain (loss) from:

 
 

Investments — unaffiliated issuers

    18,593,823   
 

Investments — affiliated issuers

    10,236,596   
 

Foreign currency transactions

    (41,820
 

Current tax expense

    (9,068,409
 

Deferred tax benefit

    982,620   
 

Net change in unrealized gain (loss) on:

 
 

Investments — unaffiliated issuers

    65,726,080   
 

Investments — affiliated issuers

    (3,874,479
 

Foreign currency translation

    (12,627
 

Deferred tax expense

    (22,857,055
  Net realized and unrealized gain, net of taxes     59,684,729   
  NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 55,898,401   

 

  (a)   Class specific Distribution and Service and Transfer Agent fees were as follows:

 

Distribution and Service Fees      Transfer Agent Fees  

Class A

    

Class C

    

Class R

    

Class A

    

Class C

    

Institutional

    

Class IR

    

Class R

 
$ 770,419       $ 1,185,137       $ 270       $ 585,519       $ 225,176       $ 369,457       $ 159,402       $ 102   

 

14   The accompanying notes are an integral part of these financial statements.


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

Statements of Changes in Net Assets

        For the Fiscal
Year Ended
November 30, 2014
     For the
Period Ended
November 30, 2013(a)
 
  From operations:   
 

Net investment loss, net of taxes

  $ (3,786,328    $ (260,366
 

Net realized gain, net of taxes

    20,702,810         349,635   
 

Net change in unrealized gain, net of taxes

    38,981,919         17,504,001   
  Net increase in net assets resulting from operations     55,898,401         17,593,270   
  Distributions to shareholders:   
 

From net investment income

    
 

Class A Shares

    (3,342,062        
 

Class C Shares

    (1,324,904        
 

Institutional Shares

    (9,984,819        
 

Class IR Shares

    (962,093        
 

Class R Shares

    (584        
 

From return of capital

    
 

Class A Shares

    (10,594,809      (653,079
 

Class C Shares

    (4,200,133      (266,762
 

Institutional Shares

    (31,653,294      (4,565,434
 

Class IR Shares

    (3,049,971      (181,235
 

Class R Shares

    (1,852      (630
  Total distributions to shareholders     (65,114,521      (5,667,140
  From share transactions:   
 

Proceeds from sales of shares

    2,722,164,931         284,356,577   
 

Reinvestment of distributions

    64,492,126         5,643,703   
 

Cost of shares redeemed

    (520,117,010      (11,304,696
  Net increase in net assets resulting from share transactions     2,266,540,047         278,695,584   
  TOTAL INCREASE     2,257,323,927         290,621,714   
  Net assets:   
 

Beginning of year

    290,621,714           
 

End of year

  $ 2,547,945,641       $ 290,621,714   
  Distributions in excess of net investment loss, net of deferred taxes   $ (19,751,295    $ (350,505 )(b) 

 

  (a)   Commenced operations on March 28, 2013.
  (b)   The amount previously reported has been adjusted to reflect return of capital distributions.

 

The accompanying notes are an integral part of these financial statements.   15


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Year

 

               Income (loss) from
investment operations
     Distributions
to shareholders
 
    Year - Share Class   Net asset
value,
beginning
of period
     Net
investment
loss(a)
     Net realized
and unrealized
gain
     Total from
investment
operations
         
    
    
From net
investment
income
    

From

capital

    

Total

distributions

 
  FOR THE FISCAL YEAR ENDED NOVEMBER 30,   
 

2014 - A

  $ 10.81       $ (0.08    $ 1.75       $ 1.67       $ (0.12    $ (0.38    $ (0.50
 

2014 - C

    10.76         (0.15      1.72         1.57         (0.12      (0.38      (0.50
 

2014 - Institutional

    10.84         (0.01      1.73         1.72         (0.12      (0.38      (0.50
 

2014 - IR

    10.83         (0.02      1.73         1.71         (0.12      (0.38      (0.50
 

2014 - R

    10.79         (0.11      1.75         1.64         (0.12      (0.38      (0.50
                     
  FOR THE PERIOD ENDED NOVEMBER 30,   
 

2013 - A(f)

    10.00         (0.07      1.27         1.20                 (0.39      (0.39
 

2013 - C(f)

    10.00         (0.06      1.21         1.15                 (0.39      (0.39
 

2013 - Institutional(f)

    10.00         (0.01      1.24         1.23                 (0.39      (0.39
 

2013 - IR(f)

    10.00         (0.05      1.27         1.22                 (0.39      (0.39
 

2013 - R(f)

    10.00         (0.06      1.24         1.18                 (0.39      (0.39

 

  (a)   Calculated based on the average shares outstanding methodology.
  (b)   Assumes investment at the net asset value at the beginning of the period, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the period and no sales or redemption charges. Total returns would be reduced if a sales or redemption charge was taken into account. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Total returns for periods less than one full year are not annualized.
  (c)   A current and deferred tax expense/benefit estimate for the ratio calculation is derived from the net investment income (loss), and realized and unrealized gains (losses).
  (d)   Current and deferred tax expense/benefit for the ratio calculation is derived from net investment income (loss) only.
  (e)   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.
  (f)   Commenced operations on March 28, 2013.
  (g)   Annualized with the exception of tax expenses.

 

16   The accompanying notes are an integral part of these financial statements.


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

                            Ratio of Expenses to Average Net Assets       Ratio of Investment income (loss)
to Average Net Assets
       
    Net asset
value, end
of period
      Total
return(b)
      Net assets,
end of
period
(in 000s)
     

Before expense
reimbursements
and
tax benefit/
(expense)

      Net of expense
reimbursements
and before
tax benefit/
(expense)
     

Before expense

reimbursements

and after

tax benefit/

(expense)(c)

      After expense
reimbursements
and
tax benefit/
(expense)(c)
     

Before expense

reimbursements

and

tax benefit/

(expense)

     

Net of

expense

reimbursements

and before

tax benefit/

(expense)

     

After expense
reimbursements
and
tax benefit/

(expense)(d)

      Portfolio
turnover
rate(e)
                                                               
    $ 11.98           15.59 %       $ 513,722           1.46 %         1.46 %         3.57 %         3.57 %         (0.61 )%         (0.61 )%         (0.56 )%         25 %
      11.83           14.61           241,841           2.21           2.21           4.32           4.32           (1.24 )         (1.24 )         (1.19 )         25  
      12.06           15.91           1,613,322           1.06           1.06           3.17           3.17           (0.11 )         (0.11 )         (0.06 )         25  
      12.04           15.73           178,966           1.21           1.21           3.32           3.32           (0.15 )         (0.15 )         (0.10 )         25  
      11.93           15.23           96           1.73           1.71           3.84           3.82           (0.95 )         (0.93 )         (0.89 )         25  
                                                               
                                                               
      10.81           12.12           51,363           1.86 (g)         1.51 (g)         9.71 (g)         9.36 (g)         (1.63 )(g)         (1.23 )(g)         (1.00 )(g)         96  
      10.76           11.71           20,112           2.60 (g)         2.26 (g)         10.45 (g)         10.11 (g)         (1.54 )(g)         (1.14 )(g)         (0.90 )(g)         96  
      10.84           12.53           206,886           1.66 (g)         1.11 (g)         9.50 (g)         8.95 (g)         (1.03 )(g)         (0.40 )(g)         (0.17 )(g)         96  
      10.83           12.42           12,229           1.64 (g)         1.26 (g)         9.49 (g)         9.11 (g)         (1.39 )(g)         (0.96 )(g)         (0.72 )(g)         96  
      10.79             12.02             32             2.29 (g)           1.75 (g)           10.13 (g)           9.59 (g)           (1.71 )(g)           (1.09 )(g)           (0.86 )(g)           96  

 

The accompanying notes are an integral part of these financial statements.   17


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

Notes to Financial Statements

November 30, 2014

 

1. ORGANIZATION

 

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. The Trust includes the Goldman Sachs MLP Energy Infrastructure Fund (the “Fund”). The Fund is a non-diversified portfolio under the Act offering five classes of shares — Class A, Class C, Class IR, Class R and Institutional Shares. Class A Shares are sold with a front-end sales charge of up to 5.50%. Class C Shares are sold with a contingent deferred sales charge of 1.00%, which is imposed on redemptions made within 12 months of purchase. Institutional, Class IR and Class R are not subject to a sales charge.

Goldman Sachs Asset Management, L.P. (“GSAM”), an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as investment adviser to the Fund pursuant to a management agreement (“Agreement”) with the Trust.

 

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 the average cost method for partnership investments and the First In First Out method for all other investments. Investment transactions are recorded on the following business day for daily net asset value (“NAV”) calculations. Distributions from Master Limited Partnerships (“MLPs”) are generally recorded based on the characterization reported on the Fund’s schedule K-1 received from the MLPs. The Fund records its pro-rata share of the income/loss and capital gains/losses, allocated from the underlying partnerships and adjusts the cost basis of the underlying partnerships accordingly.

C.  Class Allocations and Expenses — Investment income, realized and unrealized gain (loss), and non-class specific expenses of the Fund are allocated daily based upon the proportion of net assets of each class. Class specific expenses, where applicable, are borne by the respective share classes and include Distribution and Service, Transfer Agent and Service and Shareholder Administration fees. Non-class specific expenses directly incurred by a Fund are charged to that Fund, while such expenses incurred by the Trust are allocated across the respective Funds on a straight-line and/or pro-rata basis depending upon the nature of the expenses.

 

18


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

 

 

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

D.  Offering and Organization Costs — Offering costs paid in connection with the offering of shares of the Fund were amortized on a straight-line basis over 12 months from the date of commencement of operations. Organization costs paid in connection with the organization of the Fund were expensed on the first day of operations.

E.  Distributions to Shareholders — Over the long term, the Fund makes distributions to its shareholders each fiscal quarter at a rate that is approximately equal to the distributions the Fund receives from the MLPs and other securities in which it invests. To permit the Fund to maintain more stable quarterly distributions, the distribution for any particular quarterly period may be more or less than the amount of total investment income actually earned by the fund. The Fund estimates that only a portion of the distributions paid to shareholders will be treated as income. The remaining portion of the Fund’s distribution, which may be significant, is expected to be a return of capital. These estimates are based on the Fund’s operating results during the period, and their final federal income tax characterization may differ.

The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with federal income tax rules, which may differ from GAAP. 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.

F.  Income Taxes — The Fund does not intend to qualify as a regulated investment company pursuant to Subchapter M of the Internal Revenue Code, but will rather be taxed as a corporation. As a result, the Fund is obligated to pay federal, state and local income tax on its taxable income.

The Fund invests primarily in MLPs, which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLPs, the Fund must report its allocable share of the MLPs’ taxable income or loss in computing its own taxable income or loss. The Fund’s tax expense or benefit is included in the Statement of Operations based on the component of income or gains/losses to which such expense or benefit relates. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Such temporary differences are principally: (i) taxes on unrealized gains/losses, which are attributable to the temporary difference between fair value and tax basis, (ii) the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes, and (iii) the net tax benefit of accumulated net operating losses and capital loss carryforwards. The Fund will accrue a deferred income tax liability balance, at the currently effective statutory United States (“U.S.”) federal income tax rate (currently 35%) plus an estimated state and local income tax rate, for its future tax liability associated with the capital appreciation of its investments and the distributions received by the Fund on interests of MLPs considered to be return of capital and for any net operating gains. The Fund may also record a deferred tax asset balance, which reflects an estimate of the Fund’s future tax benefit associated with net operating losses and/or unrealized losses.

To the extent the Fund has a deferred tax asset, consideration is given to whether or not a valuation allowance, which would offset the value of some or all of the deferred tax asset balance, is required. A valuation allowance is required if based on the evaluation criterion provided by Accounting Standards Codification (“ASC”) 740, Income Taxes (ASC 740) it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. The factors considered in assessing the Fund’s valuation allowance include: the nature, frequency and severity of current and cumulative losses, the duration of the statutory carryforward periods and the associated risks that operating and capital loss carryforwards may expire unutilized. From time to time, as new information becomes available, the Fund will modify its estimates or assumptions regarding the deferred tax liability or asset.

 

19


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

Notes to Financial Statements (continued)

November 30, 2014

 

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Unexpected significant decreases in cash distributions from the Fund’s MLP investments or significant declines in the fair value of its investments may change the Fund’s assessment regarding the recoverability of their deferred tax assets and may result in a valuation allowance. If a valuation allowance is required to reduce any deferred tax asset in the future, it could have a material impact on the Fund’s NAV and results of operations in the period it is recorded. The Fund will rely to some extent on information provided by MLPs, which may not be provided to the Fund on a timely basis, to estimate operating income/loss and gains/losses and current taxes and deferred tax liabilities and/or asset balances for purposes of daily reporting of net asset values and financial statement reporting.

It is the Fund’s policy to classify interest and penalties associated with underpayment of federal and state income taxes, if any, as income tax expense on its Statement of Operations. The Fund anticipates filing income tax returns in the U.S. federal jurisdiction and various states, and such returns are subject to examination by the tax jurisdictions. The Fund has reviewed all major jurisdictions and concluded that there is no significant impact on its net assets and no tax liability resulting from unrecognized tax benefits or expenses relating to uncertain tax positions expected to be taken on its tax returns.

Return of Capital Estimates — Distributions received from the Fund’s investments in MLPs generally are comprised of income and return of capital. The Fund records investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on historical information available from each MLP and other industry sources. These estimates may subsequently be revised based on information received from MLPs after their tax reporting periods are concluded.

 

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).

 

20


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

 

 

3. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

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.

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 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 no sale occurs, 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.

Investments in Money Market Funds — Investments in the Goldman Sachs Financial Square Government Fund are valued at the NAV of the Institutional Share class on the day of valuation. Because the Fund invests in other mutual funds that fluctuate in value, the Fund’s shares will correspondingly fluctuate in value. These investments are generally classified as Level 1 of the fair value hierarchy.

The Goldman Sachs Financial Square Government Fund may invest in debt securities which, if market quotations are readily available, are valued daily on the basis of quotations supplied by dealers or an independent pricing service approved by the Trustees. The pricing services may use valuation models or matrix pricing, which consider: (i) yield or price with respect to bonds that are considered comparable in characteristics such as rating, interest rate and maturity date or (ii) quotations from securities dealers to determine current value. Short-term debt obligations that mature in sixty days or less and that do not exhibit signs of credit deterioration are valued at amortized cost, which approximates fair value. With the exception of treasury securities, which are generally classified as Level 1, these investments are generally classified as Level 2 of the fair value hierarchy.

 

21


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

Notes to Financial Statements (continued)

November 30, 2014

 

3. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

B.  Level 3 Fair Value Investments — To the extent that the aforementioned significant inputs are unobservable, or if quotations are not readily available, or if GSAM believes that such quotations do not accurately reflect fair value, the fair value of the Fund’s investments may be determined under Valuation Procedures approved by the Trustees. GSAM, consistent with its procedures and applicable regulatory guidance, may make an adjustment to the most recent valuation prices of either domestic or foreign securities in light of significant events to reflect what it believes to be the fair value of the securities at the time of determining a Fund’s NAV. Significant events which could affect a large number of securities in a particular market may include, but are not limited to: significant fluctuations in U.S. or foreign markets; market dislocations; market disruptions; or unscheduled market closings. Significant events which could also affect a single issuer may include, but are not limited to: corporate actions such as reorganizations, mergers and buy-outs; ratings downgrades; and bankruptcies.

C.  Fair Value Hierarchy — The following is a summary of the Fund’s investments classified in the fair value hierarchy as of November 30, 2014:

Investment Type    Level 1        Level 2        Level 3  
Assets             

Common Stocks(a)

            

Europe

   $ 91,735,365         $         —         $         —   

North America

     2,357,147,110                       

Investment Company

     121,214,808                       
Total    $ 2,570,097,283         $         $   

 

(a)   Amounts are disclosed by continent to highlight the impact of time zone differences between local market close and the calculation of net asset value. Security valuations are based on the principal exchange or system on which they are traded, which may differ from country of domicile.

For further information regarding security characteristics, see the Schedule of Investments.

 

22


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

 

 

4. TAXATION

 

Currently, the highest marginal federal income tax rate for a corporation is 35%. The Fund may also be subject to a 20% alternative minimum tax to the extent that its alternative minimum tax exceeds its regular federal income tax. Total income taxes are computed by applying the federal statutory rate plus a blended state income tax rate. State taxes are estimated at a blended rate of 2.01%, net of federal tax benefit. During the year ended November 30, 2014, the Fund re-evaluated its blended state income tax rate, decreasing the rate from 2.18% to 2.01% due to anticipated state apportionment of income and gains.

The Fund’s income tax provision consists of deferred tax expense/(benefit) for federal and state taxes of $23,152,078 and $1,282,222, respectively.

The reconciliation between the federal statutory income tax rate of 35% and the effective tax rate on net investment income/ loss and realized and unrealized gain/loss is as follows:

 

Description    Amount  

Application of statutory income tax rate

   $ 30,115,927   

State income taxes, net of federal benefit

     1,646,879   

Change in estimated state tax rate, net of federal tax benefit (expense)

     (47,366

Effect of permanent differences

     (1,438,927

Other, net

     (21,708
Total current and deferred income tax expense, net    $ 30,254,805   

As of November 30, 2014, components of the Fund’s deferred tax assets and liabilities are as follows:

 

Net unrealized gains on investment (tax basis)

   $ 34,787,514   

Total deferred tax liabilities, net

   $ 34,787,514   

 

 

23


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

Notes to Financial Statements (continued)

November 30, 2014

 

4. TAXATION (continued)

 

For the fiscal year ended November 30, 2014, the Fund does not have any interest or penalties associated with the underpayment of any income taxes.

As of November 30, 2014, gross unrealized appreciation and depreciation of investments, based on cost, for federal income tax purposes was as follows:

 

Tax Cost

   $ 2,476,072,338   

Gross unrealized gain

     193,620,264   

Gross unrealized loss

     (99,595,319

Net unrealized security gain

   $ 94,024,945   

Any difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences related to the tax treatment of partnership investments. For the fiscal year ended November 30, 2014, GSAM estimates that 100% of the MLP distributions received will be treated as a return of capital.

For the fiscal year ended November 30, 2014, the Fund distributions are estimated to be comprised of 23.98% from taxable income and 76.02% return of capital. Shareholders will be informed of the final tax characterization of the distributions in February 2015. An adjustment was made to correct a misclassification of the prior year return of capital distributions to paid-in capital. All tax years since inception remain open for examination by U.S. and state tax authorities. Management of the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits or expenses will significantly change in the next 12 months.

 

5. AGREEMENTS AND AFFILIATED TRANSACTIONS

A.  Management Agreement — Under the Agreement, GSAM manages the Fund, subject to the general supervision of the Trustees.

As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administration of the Fund’s business affairs, including providing facilities, GSAM is entitled to a management fee, accrued daily and paid monthly, equal to an annual percentage rate of the Fund’s average daily net assets.

 

24


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

 

5. AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

For the fiscal year ended November 30, 2014, contractual and effective net management fees with GSAM were at the following rates:

 

Contractual Management Fee Rate  
First
$1 billion
       Next
$1 billion
       Next
$3 billion
       Next
$3 billion
       Over
$8 billion
       Effective
Rate
 
  1.00%           0.90%           0.86%           0.84%           0.82%           0.96%   

B.  Distribution and Service Plans — The Trust, on behalf of the Fund, has adopted Distribution and Service Plans (the “Plans”). Under the Plans, Goldman Sachs, which serves as distributor (the “Distributor”), is entitled to a fee accrued daily and paid monthly, for distribution services and personal and account maintenance services, which may then be paid by Goldman Sachs to authorized dealers, at the following annual rates calculated on a Fund’s average daily net assets of each respective share class:

 

     Distribution and Service Plan Rates  
      Class A*        Class C        Class R*  

Distribution Plan

     0.25        0.75        0.50

Service Plan

               0.25             

 

*   With respect to Class A and Class R Shares, the Distributor at its discretion may use compensation for distribution services paid under the Distribution Plan to compensate service organizations for personal and account maintenance services and expenses as long as such total compensation does not exceed the maximum cap on “service fees” imposed by the Financial Industry Regulatory Authority.

C.  Distribution Agreement — Goldman Sachs, as Distributor of the shares of the Fund pursuant to a Distribution Agreement, may retain a portion of the Class A front end sales charge and Class C Shares’ CDSC. During the fiscal year ended November 30, 2014, Goldman Sachs advised that it retained $600,756 and $0, respectively.

D.  Transfer Agency Agreement — Goldman Sachs also serves as the transfer agent of the Fund for a fee pursuant to the Transfer Agency Agreement. The fees charged for such transfer agency services are accrued daily and paid monthly at annual rates as follows: 0.19% of the average daily net assets of Class A, Class C, Class IR and Class R Shares; and 0.04% of the average daily net assets of Institutional shares.

 

25


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

Notes to Financial Statements (continued)

November 30, 2014

 

5. AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

E.  Other Expense Agreements and Affiliated Transactions — GSAM has agreed to limit certain “Other Expense” of the Fund (excluding transfer agent fees and expenses, service fees and shareholder administration fees (as applicable), taxes, interest, brokerage fees, shareholder meetings, litigation, indemnification and extraordinary expenses) to the extent such expenses exceed, on an annual basis, a percentage rate of the average daily net assets of the Fund. Such Other Expense reimbursements, if any, are accrued daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any. The Other Expense limitations as an annual percentage rate of average daily net assets for the Fund is 0.064%. These Other Expense limitations will remain in place through at least March 28, 2015, and prior to such date GSAM may not terminate the arrangements without the approval of the Trustees. The Fund bears its respective share of costs related to proxy and shareholder meetings, and GSAM has agreed to reimburse the Fund to the extent such expenses exceed a specified percentage of the Fund’s net assets. In addition, the Fund has entered into certain offset arrangements with the custodian and the transfer agent, which may result in a reduction of the Fund’s expenses and are received irrespective of the application of the “Other Expense” limitations described above. For the fiscal year ended November 30, 2014, these expense reductions including any fee waivers and Other Expense Reimbursements were $30,545.

F.  Other Transactions with Affiliates — For the fiscal year ended November 30, 2014, Goldman Sachs did not earn any brokerage commissions from portfolio transactions on behalf of the Fund.

An investment by a fund representing greater than 5% of the voting securities of an issuer makes that issuer an affiliated person (as defined by the Act) of such fund. The following table provides information about the investment in shares of issuers of which the Fund is an affiliate for the fiscal year ended November 30, 2014:

 

Name of Affiliated Issuer         Number of
Shares Held
Beginning of
Year
       Shares Bought        Shares Sold        Number of
Shares Held End
of Year
      

Value at End

of Year

       Dividend
Income
 

Cone Midstream Partners LP

                   1,893,155                     1,893,155         $ 51,986,036         $   

Dynagas LNG Partners LP

         1,316,000           19,204                     1,335,204           23,913,504           1,724,311   

GasLog Partners LP

                   1,000,000                     1,000,000           25,550,000           375,000   

PBF Logistics LP

                   1,573,900                     1,573,900           35,932,137           713,770   

Summit Midstream Partners LP

         184,000           2,578,470                     2,762,470           125,416,138           3,146,300   

 

26


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

 

 

5. AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

The Fund invests in the Institutional Shares of the Goldman Sachs Financial Square Government Fund. This Underlying Fund is considered to be affiliated with the Fund. GSAM has contractually agreed to waive irrevocably a portion of any underlying fund’s management fee in an amount equal to the management fee paid to GSAM due to the Fund’s investment in an affiliated fund for which it also serves as investment advisor. For the fiscal year ended November 30, 2014, GSAM waived $3,900 of such fund’s management fee. The table below shows the transactions in and earnings from investments in this affiliated Fund for the fiscal year ended November 30, 2014:

 

Underlying Fund    Market
Value
12/01/13
     Purchases at
Cost
     Proceeds from
Sales
    Market Value
11/30/14
     Dividend
Income
 

Goldman Sachs Financial Square Government Fund

   $       $ 131,451,404       $ (10,236,596   $ 121,214,808       $ 187   

The Fund may purchase securities from, or sell securities to, an affiliated fund provided the affiliation is solely due to having a common investment adviser, common officers, or common trustees. For the fiscal year ended November 30, 2014, the purchase and sale transactions for the Goldman Sachs MLP Energy Infrastructure Fund with an affiliated fund in compliance with Rule 17a-7 under the 1940 Act were $— and $14,638,409, respectively.

As of November 30, 2014, the Goldman Sachs Group (“GSG”), Inc. was the beneficial owner of approximately 14% of Class R of the Fund.

G.  Line of Credit Facility — As of November 30, 2014, the Fund participated in a $1,080,000,000 committed, unsecured revolving line of credit facility (the “facility”) together with other funds of the Trust and registered investment companies having management agreements with GSAM or its affiliates (“Other Borrowers”). The Fund was added as a participant in the facility on May 6, 2014. Pursuant to the terms of the facility, the Fund and Other Borrowers could increase the credit amount by an additional $120,000,000, for a total of up to $1,200,000,000. This facility is to be used solely for temporary or emergency purposes, which may include the funding of redemptions. The interest rate on borrowings is based on the federal funds rate. The facility also requires a fee to be paid by the Fund based on the amount of the commitment that has not been utilized. For the fiscal year ended November 30, 2014, the Fund did not have any borrowings under the facility.

 

6. PORTFOLIO SECURITIES TRANSACTIONS   

The cost of purchases and proceeds from sales and maturities of long-term securities for the fiscal year ended November 30, 2014, were $2,514,644,998 and $367,388,913, respectively.

 

7. OTHER RISKS   

The Fund’s risks include, but are not limited to, the following:

Foreign Custody Risk — A Fund that invests in foreign securities may hold such securities and foreign currency with foreign banks, agents, and securities depositories appointed by the Fund’s custodian (each a “Foreign Custodian”). In some countries, Foreign Custodians may be subject to little or no regulatory oversight or independent evaluation of their operations. Further, the laws of certain countries may place limitations on a Fund’s ability to recover its assets if a Foreign Custodian enters into bankruptcy.

 

27


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

Notes to Financial Statements (continued)

November 30, 2014

 

7. OTHER RISKS (continued)

 

Investments in Other Investment Companies — As a shareholder of another investment company, including an exchange traded fund (“ETF”), a 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 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.

Liquidity Risk — The Fund may make investments, including MLPs that are illiquid or that may become less liquid in response to market developments or adverse investor perceptions. Illiquid investments may be more difficult to value. Liquidity risk may also refer to the risk that the Fund will not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. To meet redemption requests, a Fund may be forced to sell investments at an unfavorable time and/or under unfavorable conditions.

Market and Credit Risks — In the normal course of business, the Fund trades financial instruments and enters into financial transactions where risk of potential loss exists due to changes in the market (market risk). Additionally, the Fund may also be exposed to credit risk in the event that an issuer or guarantor fails to perform or that an institution or entity with which the Fund has unsettled or open transactions defaults.

Master Limited Partnership Risk — Investments in securities of MLPs involve risks that differ from investments in common stocks, including risks related to limited control and limited rights to vote on matters affecting the MLP, risks related to potential conflicts of interest between the MLP and the MLP’s general partner, cash flow risks, dilution risks, limited liquidity and risks related to the general partner’s right to require unit-holders to sell their common units at an undesirable time or price.

Non-Diversification Risk — The Fund is non-diversified, meaning that it is permitted to invest a larger percentage of its assets in fewer issuers than diversified mutual funds. Thus, the Fund may be more susceptible to adverse developments affecting any single issuer held in its portfolio, and may be more susceptible to greater losses because of these developments.

 

28


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

 

 

7. OTHER RISKS (continued)

 

Portfolio Concentration Risk — The Fund concentrates its investments in the energy sector, and will therefore be susceptible to adverse economic, environmental, business, regulatory or other occurrences affecting that sector. The energy sector has historically experienced substantial price volatility. MLPs and other companies operating in the energy sector are subject to specific risks, including, among others, fluctuations in commodity prices; reduced consumer demand for commodities such as oil, natural gas or petroleum products; reduced availability of natural gas or other commodities for transporting, processing, storing or delivering; slowdowns in new construction; extreme weather or other natural disasters; and threats of attack by terrorists on energy assets. Additionally, changes in the regulatory environment for energy companies may adversely impact their profitability. Over time, depletion of natural gas reserves and other energy reserves may also affect the profitability of energy companies.

Strategy Risk — The Fund’s strategy of investing primarily in MLPs, resulting in its being taxed as a corporation, or a “C” corporation, rather than as a regulated investment company for U.S. federal income tax purposes, is a relatively new investment strategy for funds. This strategy involves complicated accounting, tax and valuation issues. Volatility in the NAV may be experienced because of the use of estimates at various times during a given year that may result in unexpected and potentially significant consequences for the Fund and its shareholders.

Tax Risks — Tax risks associated with investments in the Fund include, but are not limited to, the following:

Fund Structure Risk.  Unlike traditional mutual funds that are structured as regulated investment companies for U.S. federal income tax purposes, the Fund will be taxable as a regular corporation, or “C” corporation, for U.S. federal income tax purposes. This means the Fund generally will be subject to U.S. federal income tax on its taxable income at the rates applicable to corporations (currently a maximum rate of 35%), and will also be subject to state and local income taxes.

MLP Tax Risk.  MLPs are generally treated as partnerships for U.S. federal income tax purposes. Partnerships do not pay U.S. federal income tax at the partnership level. Rather, each partner is allocated a share of the partnership’s income, gains, losses, deductions and expenses. A change in current tax law or a change in the underlying business mix of a given MLP could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in the MLP being required to pay U.S. federal income tax (as well as state and local income taxes) on its taxable income. This would have the effect of reducing the amount of cash available for distribution by the MLP and could result in a reduction in the value of the Fund’s investment in the MLP and lower income to the Fund.

To the extent a distribution received by the Fund from an MLP is treated as a return of capital, the Fund’s adjusted tax basis in the interests of the MLP will be reduced, which may increase the Fund’s tax liability upon the sale of the interests in the MLP or upon subsequent distributions in respect of such interests.

 

29


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

Notes to Financial Statements (continued)

November 30, 2014

 

7. OTHER RISKS (continued)

 

Tax Estimation/NAV Risk.  In calculating the Fund’s NAV, the Fund will, among other things, include its current taxes and deferred tax liability and/or asset balances and related valuation balances, if any. The Fund may accrue a deferred income tax liability balance, at the currently effective statutory U.S. federal income tax rate (currently 35%) plus an estimated state and local income tax rate, for its future tax liability associated with the capital appreciation of its investments and the distributions received by the Fund on interests of MLPs considered to be return of capital and for any net operating gains. Any deferred tax liability balance will reduce the Fund’s NAV which could have an effect on the market price of the shares. The Fund may also record a deferred tax asset balance, which reflects an estimate of the Fund’s future tax benefit associated with net operating losses and/or unrealized losses. Any deferred tax asset balance will increase the Fund’s NAV to the extent it exceeds any valuation allowance which could have an effect on the market price of the shares. The Fund will rely to some extent on information provided by MLPs, which may not be provided to the Fund on a timely basis, to estimate current taxes and deferred tax liability and/or asset balances for purposes of financial statement reporting and determining its NAV to the extent it exceeds any valuation allowance. The daily estimate of the Fund’s current taxes and deferred tax liability and/or asset balances used to calculate the Fund’s NAV could vary significantly from the Fund’s actual tax liability or benefit, and, as a result, the determination of the Fund’s actual tax liability or benefit may have a material impact on the Fund’s NAV. From time to time, the Fund may modify its estimates or assumptions regarding its current taxes and deferred tax liability and/or asset balances as new information becomes available, which modifications in estimates or assumptions may have a material impact on the Fund’s NAV.

 

8. INDEMNIFICATIONS

Under the Trust’s organizational documents, its Trustees, officers, employees and agents are indemnified, to the extent permitted by the Act and state law, against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the course of business, the Fund enters into contracts that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, GSAM believes the risk of loss under these arrangements to be remote.

 

9. SUBSEQUENT EVENTS   

Subsequent events after the Statement of Assets and Liabilities date have been evaluated through the date the financial statements were issued. GSAM has concluded that there is no impact requiring adjustment or disclosure in the financial statements.

 

30


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

 

 

10. SUMMARY OF SHARE TRANSACTIONS

 

Share activity is as follows:

 

    For the Fiscal Year Ended
November 30, 2014
     For the Period Ended
November 30, 2013(a)
 
    Shares     Dollars      Shares     Dollars  
 

 

 

 
Class A Shares         

Shares sold

    51,624,941      $ 632,407,858         4,848,980      $ 51,157,436   

Reinvestment of distributions

    1,138,092        13,885,854         60,723        644,099   

Shares redeemed

    (14,620,671     (183,610,381      (156,167     (1,657,402
      38,142,362        462,683,331         4,753,536        50,144,133   
Class C Shares         

Shares sold

    19,314,978        236,914,029         2,069,279        21,687,185   

Reinvestment of distributions

    454,569        5,496,812         25,246        266,155   

Shares redeemed

    (1,197,380     (14,349,140      (225,194     (2,399,789
      18,572,167        228,061,701         1,869,331        19,553,551   
Institutional Shares         

Shares sold

    135,026,025        1,662,053,148         19,315,936        199,534,584   

Reinvestment of distributions

    3,353,487        41,101,075         435,102        4,551,584   

Shares redeemed

    (23,702,743     (297,365,208      (660,047     (6,907,084
      114,676,769        1,405,789,015         19,090,991        197,179,084   
Class IR Shares         

Shares sold

    15,383,813        190,708,488         1,144,586        11,947,357   

Reinvestment of distributions

    326,552        4,005,949         17,082        181,235   

Shares redeemed

    (1,969,365     (24,769,836      (32,514     (340,411
      13,741,000        169,944,601         1,129,154        11,788,181   
Class R Shares         

Shares sold

    6,520        81,408         2,938        30,015   

Reinvestment of distributions

    201        2,436         60        630   

Shares redeemed

    (1,709     (22,445      (1     (10
      5,012        61,399         2,997        30,635   

NET INCREASE

    185,137,310      $ 2,266,540,047         26,846,009      $ 278,695,584   

 

(a)   Commenced operations on March 28, 2013.

 

 

31


Report of Independent Registered Public

Accounting Firm

 

To the Board of Trustees and Shareholders of

Goldman Sachs Trust — Goldman Sachs MLP Energy Infrastructure Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Goldman Sachs MLP Energy Infrastructure Fund (the “Fund”), a portfolio of Goldman Sachs Trust, at November 30, 2014, the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at November 30, 2014, by correspondence with the custodian, transfer agent of the investment company, and the application of alternative auditing procedures where securities purchased had not been received, provides a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 29, 2015

 

32


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

Fund Expenses — Six Month Period Ended November 30, 2014 (Unaudited)     

 

As a shareholder of Class A, Class C, Institutional, Class IR or Class R Shares of the Fund, you incur two types of costs: (1) transaction costs, including sales charges on purchase payments (with respect to Class A Shares), contingent deferred sales charges on redemptions (with respect to Class C Shares), and (2) ongoing costs, including management fees; distribution and service (12b-1) fees (with respect to Class A, Class C and Class R Shares); and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in Class A, Class C, Institutional, Class IR or Class R Shares of the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from June 1, 2014 through November 30, 2014.

Actual Expenses — The first line under each share class in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes — The second line under each share class in the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual net expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

     MLP Energy Infrastructure Fund  
Share Class   Beginning
Account Value
6/01/14
    Ending
Account Value
11/30/14
    Expenses
Paid for the
6 months
Ended
11/30/14
*
 
Class A            

Actual

  $ 1,000.00      $ 992.30      $ 7.24   

Hypothetical 5% return

    1,000.00        1,017.80     7.33   
Class C            

Actual

    1,000.00        988.10        10.96   

Hypothetical 5% return

    1,000.00        1,014.04     11.11   
Institutional            

Actual

    1,000.00        994.00        5.25   

Hypothetical 5% return

    1,000.00        1,019.80     5.32   
Class IR            

Actual

    1,000.00        993.10        6.00   

Hypothetical 5% return

    1,000.00        1,019.05     6.07   
Class R            

Actual

    1,000.00        990.60        8.43   

Hypothetical 5% return

    1,000.00        1,016.60     8.54   

 

  *   Expenses for each share class are calculated using the Fund’s annualized net expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the period ended November 30, 2014. Deferred tax benefit (expense) is not included in the ratio calculation. Expenses are calculated by multiplying the annualized net expense ratio by the average account value for the period; then multiplying the result by the number of days in the most recent fiscal half year; and then dividing that result by the number of days in the fiscal year. The annualized net expense ratios for the period were as follows:  

 

Fund    Class A      Class C      Institutional      Class IR      Class R  

MLP Energy Infrastructure

     1.46      2.21      1.06      1.21      1.71

 

  +   Hypothetical expenses are based on the Fund’s actual annualized net expense ratios and an assumed rate of return of 5% per year before expenses.  

 

33


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

 

Background

The Goldman Sachs MLP Energy Infrastructure Fund (the “Fund”) is an investment portfolio of Goldman Sachs Trust (the “Trust”). The Board of Trustees oversees the management of the Trust and reviews the investment performance and expenses of the Fund at regularly scheduled meetings held during the year. In addition, the Board of Trustees determines annually whether to approve the continuance of the Trust’s investment management agreement (the “Management Agreement”) with Goldman Sachs Asset Management, L.P. (the “Investment Adviser”) on behalf of the Fund.

The Management Agreement was most recently approved for continuation until June 30, 2015 by the Board of Trustees, including those Trustees who are not parties to the Management Agreement or “interested persons” (as defined in the Investment Company Act of 1940, as amended) of any party thereto (the “Independent Trustees”), at a meeting held on June 11-12, 2014 (the “Annual Meeting”).

The review process undertaken by the Trustees spans the course of the year and culminates with the Annual Meeting. To assist the Trustees in their deliberations, the Trustees have established a Contract Review Committee (the “Committee”), comprised of the Independent Trustees. The Committee held four meetings over the course of the year since the Management Agreement was last approved. At those Committee meetings, regularly scheduled Board or other committee meetings and/or the Annual Meeting, the Board, or the Independent Trustees, as applicable, considered matters relating to the Management Agreement, including:

  (a)   the nature and quality of the advisory, administrative and other services provided to the Fund by the Investment Adviser and its affiliates, including information about:
  (i)   the structure, staff and capabilities of the Investment Adviser and its portfolio management teams;
  (ii)   the groups within the Investment Adviser and its affiliates that support the portfolio management teams or provide other types of necessary services, including fund services groups (e.g., accounting and financial reporting, tax, shareholder services and operations), controls and risk management groups (e.g., legal, compliance, valuation oversight, credit risk management, internal audit, compliance testing, market risk analysis, finance and strategy and central funding), sales and distribution support groups and others (e.g., information technology and training);
  (iii)   trends in headcount;
  (iv)   the Investment Adviser’s financial resources and ability to hire and retain talented personnel and strengthen its operations; and
  (v)   the parent company’s support of the Investment Adviser and its mutual fund business, as expressed by the firm’s senior management;
  (b)   information on the investment performance of the Fund, including comparisons to the performance of similar mutual funds, as provided by a third party mutual fund data provider engaged as part of the contract review process (the “Outside Data Provider”), and a benchmark performance index, and general investment outlooks in the markets in which the Fund invests;
  (c)   the terms of the Management Agreement and agreements with affiliated service providers entered into by the Trust on behalf of the Fund;
  (d)   expense information for the Fund, including the relative management fee and expense levels of the Fund as compared to those of comparable funds managed by other advisers, as provided by the Outside Data Provider;
  (e)   with respect to the extensive investment performance and expense comparison data provided by the Outside Data Provider, its processes in producing that data for the Fund;
  (f)   the undertaking of the Investment Adviser to limit certain expenses of the Fund that exceed a specified level;
  (g)   information relating to the profitability of the Management Agreement and the transfer agency and distribution and service arrangements of the Fund and the Trust as a whole to the Investment Adviser and its affiliates;
  (h)   whether the Fund’s existing management fee schedule adequately addressed any economies of scale;
  (i)   a summary of the “fall-out” benefits derived by the Investment Adviser and its affiliates from their relationships with the Fund, including the fees received by the Investment Adviser’s affiliates from the Fund for transfer agency, portfolio trading, distribution and other services;
  (j)   a summary of potential benefits derived by the Fund as a result of its relationship with the Investment Adviser;
  (k)   information regarding commissions paid by the Fund and broker oversight, an update on the Investment Adviser’s soft dollars practices, other information regarding portfolio trading and how the Investment Adviser carries out its duty to seek best execution;
  (l)   portfolio manager ownership of Fund shares; the manner in which portfolio manager compensation is determined; and the number and types of accounts managed by the portfolio managers;

 

34


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited) (continued)

 

  (m)   the nature and quality of the services provided to the Fund by its unaffiliated service providers, and the Investment Adviser’s general oversight and evaluation (including reports on due diligence) of those service providers as part of the administration services provided under the Management Agreement; and
  (n)   the Investment Adviser’s processes and policies addressing various types of potential conflicts of interest; its approach to risk management; the annual review of the effectiveness of the Fund’s compliance program; and periodic compliance reports.

The Trustees also received an overview of the Fund’s distribution arrangements. They received information regarding the Fund’s assets, share purchase and redemption activity and the payment of Rule 12b-1 distribution and service fees by the Fund. Information was also provided to the Trustees relating to revenue sharing payments made by and services provided by the Investment Adviser and its affiliates to intermediaries that promote the sale, distribution and/or servicing of Fund shares.

The presentations made at the Board and Committee meetings and at the Annual Meeting encompassed the Fund and other mutual fund portfolios for which the Board of Trustees has responsibility. In evaluating the Management Agreement at the Annual Meeting, the Trustees relied upon their knowledge, resulting from their meetings and other interactions throughout the year, of the Investment Adviser, its affiliates, their services and the Fund. In conjunction with these meetings, the Trustees received written materials and oral presentations on the topics covered, and were advised by their independent legal counsel regarding their responsibilities and other regulatory requirements related to the approval and continuation of mutual fund investment management agreements under applicable law. In addition, the Investment Adviser and its affiliates provided the Independent Trustees with a written response to a formal request for information sent on behalf of the Independent Trustees by their independent legal counsel. During the course of their deliberations, the Independent Trustees met in executive sessions with their independent legal counsel, without representatives of the Investment Adviser or its affiliates present. The Independent Trustees also discussed the broad range of other investment choices that are available to Fund investors, including the availability of comparable funds managed by other advisers.

Nature, Extent and Quality of the Services Provided Under the Management Agreement

As part of their review, the Trustees considered the nature, extent and quality of the services provided by the Investment Adviser. In this regard, the Trustees considered both the investment advisory services and non-advisory services that are provided to the Fund by the Investment Adviser and its affiliates. The Trustees noted the transition in the leadership and changes in personnel of various of the Investment Adviser’s portfolio management teams that had occurred in recent periods, and the ongoing recruitment efforts aimed at bringing high quality investment talent to the Investment Adviser. They also noted the Investment Adviser’s commitment to maintaining high quality systems. The Trustees concluded that the Investment Adviser continued to commit substantial financial and operational resources to the Fund and expressed confidence that the Investment Adviser would continue to do so in the future. The Trustees also recognized that the Investment Adviser had made significant commitments to address regulatory compliance requirements applicable to the Fund and the Investment Adviser.

Investment Performance

The Trustees also considered the investment performance of the Fund. In this regard, they compared the investment performance of the Fund to its peers using rankings compiled by the Outside Data Provider as of December 31, 2013, and updated performance information prepared by the Investment Adviser using the peer group identified by the Outside Data Provider as of March 31, 2014. The information on the Fund’s investment performance was provided for the one-year period ending on the applicable dates. The Trustees also reviewed the Fund’s investment performance relative to its performance benchmark. As part of this review, they considered the investment performance of the Fund in light of its investment objective and policies and market conditions.

In addition, the Trustees considered materials prepared and presentations made by the Investment Adviser’s senior management and portfolio management personnel, in which Fund performance was assessed. The Trustees also considered the Investment Adviser’s periodic reports with respect to the Fund’s risk profile, and how the Investment Adviser’s approach to risk monitoring and management influences portfolio management.

The Trustees observed that the Fund’s Class A Shares had placed in the first quartile of the Fund’s peer group and had outperformed the Fund’s benchmark index for the one-year period ended March 31, 2014. They also noted changes to the Fund’s investment strategy in March 2014 that permit the Fund to increase its investment thresholds for private investments in public equities and Canadian equity securities.

 

35


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited) (continued)

 

Costs of Services Provided and Competitive Information

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 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 analyses prepared by the Outside Data Provider regarding the expense rankings of the Fund. The analyses provided a comparison of the Fund’s management fees and breakpoints to those of a relevant peer group and category universe; an expense analysis which compared the Fund’s overall net and gross expenses to a peer group and a category universe; and a comparison of the Fund’s net expenses to the peer and category medians. The analyses also compared the Fund’s transfer agency, custody, and distribution fees, other expenses and fee waivers/reimbursements to those of the peer group and category medians since the Fund’s inception. The Trustees concluded that the comparisons provided by the Outside Data Provider were useful in evaluating the reasonableness of the management fees and total expenses paid by the Fund.

In addition, the Trustees considered the Investment Adviser’s undertaking to limit certain expenses of the Fund that exceed a specified level.

In addition, the Trustees noted that shareholders are able to redeem their Fund shares at any time if shareholders believe that the Fund fees and expenses are too high or if they are dissatisfied with the performance of the Fund.

Profitability

The Trustees reviewed the Investment Adviser’s revenues and pre-tax profit margins with respect to the Trust and the Fund. In this regard the Trustees noted that they had received, among other things, profitability analyses and summaries, revenue and expense schedules by Fund and by function (i.e., investment management, transfer agency and distribution and service) and information on the Investment Adviser’s expense allocation methodology. They observed that the profitability and expense figures are substantially similar to those used by the Investment Adviser for many internal purposes, including compensation decisions among various business groups, and are thus subject to a vigorous internal debate about how certain revenue and expenses should be allocated. The Trustees also noted that the internal audit group within the Goldman Sachs organization had audited the expense allocation methodology and was satisfied with the reasonableness, consistency, and accuracy of the Investment Adviser’s expense allocation methodology and profitability analysis calculations. Profitability data for the Trust and the Fund were provided for 2013, and the Trustees considered this information in relation to the Investment Adviser’s overall profitability. The Trustees considered the Investment Adviser’s revenues and pre-tax profit margins both in absolute terms and in comparison to information on the reported pre-tax profit margins earned by certain other asset management firms.

Economies of Scale

The Trustees considered the information that had been provided regarding the Investment Adviser’s profitability. The Trustees also considered the breakpoints in the fee rate payable under the Management Agreement for the Fund at the following annual percentage rates of the average daily net assets of the Fund:

 

First $1 billion     1.00
Next $1 billion     0.90   
Next $3 billion     0.86   
Next $3 billion     0.84   
Over $8 billion     0.82   

The Trustees noted that the breakpoints were meant to share potential economies of scale, if any, with the Fund and its shareholders as assets under management reach those asset levels. The Trustees considered the amounts of assets in the Fund; the Fund’s recent share purchase and redemption activity; the information provided by the Investment Adviser relating to the costs of the services provided by the Investment Adviser and its affiliates and their realized profits; information comparing fee rates charged by the Investment Adviser with fee rates charged to other funds in the peer group; and the Investment Adviser’s undertaking to limit certain expenses of the Fund that exceed a specified level. Upon reviewing these matters at the Annual Meeting, the Trustees concluded that the fee breakpoints represented a means of assuring that benefits of scalability, if any, would be passed along to shareholders at the specified asset levels.

 

36


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited) (continued)

 

Other Benefits to the Investment Adviser and Its Affiliates

The Trustees also considered the other benefits derived by the Investment Adviser and its affiliates from their relationships with the Fund as stated above, 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 (k) 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. In the course of considering the foregoing, the Independent Trustees requested and received further information quantifying certain of these fall-out benefits.

Other Benefits to the Fund and Its Shareholders

The Trustees also noted that the Fund receives certain potential benefits as a result of its relationship with the Investment Adviser, including: (a) trading efficiencies resulting from aggregation of orders of the Fund with those of other funds or accounts managed by the Investment Adviser; (b) enhanced servicing from vendors because of the volume of business generated by the Investment Adviser and its affiliates; (c) enhanced servicing from broker-dealers because of the volume of business generated by the Investment Adviser and its affiliates; (d) the Investment Adviser’s ability to negotiate favorable terms with derivatives counterparties on behalf of the Fund as a result of the size and reputation of the Goldman Sachs organization; (e) the Investment Adviser’s knowledge and experience gained from managing other accounts and products; (f) the Investment Adviser’s ability to hire and retain qualified personnel to provide services to the Fund because of the reputation of the Goldman Sachs organization; (g) the Fund’s access, through the Investment Adviser, to certain firmwide resources (e.g., proprietary risk management systems and databases), subject to certain restrictions; and (h) the Fund’s access to certain affiliated distribution channels. In addition, the Trustees noted the competitive nature of the mutual fund marketplace, and considered that many of the Fund’s shareholders invested in the Fund in part because of the Fund’s relationship with the Investment Adviser and that those shareholders have a general expectation that the relationship will continue.

Conclusion

In connection with their consideration of the Management Agreement, the Trustees gave weight to each of the factors described above, but did not identify any particular factor as controlling their decision. After deliberation and consideration of all of the information provided, including the factors described above, the Trustees concluded, in the exercise of their business judgment, that the management fee paid by the Fund was reasonable in light of the services provided to it by the Investment Adviser, the Investment Adviser’s costs and the Fund’s current and reasonably foreseeable asset levels. The Trustees concluded that the Investment Adviser’s continued management likely would benefit the Fund and its shareholders and that the Management Agreement should be approved and continued with respect to the Fund until June 30, 2015.

 

37


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

Trustees and Officers (Unaudited)

Independent Trustees

 

Name, Address and Age1

 

Position(s) Held

with the Trust

 

Term of

Office and
Length of
Time Served2

 

Principal Occupation(s)

During Past 5 Years

  Number of
Portfolios in
Fund Complex
Overseen by
Trustee3
 

Other

Directorships

Held by Trustee4

Ashok N. Bakhru

Age: 72

  Chairman of the Board of Trustees   Since 1996 (Trustee since 1991)  

Mr. Bakhru is retired. He was formerly Director, Apollo Investment Corporation (a business development company) (2008-2013); President, ABN Associates (a management and financial consulting firm) (1994-1996 and 1998-2012); Trustee, Scholarship America (1998-2005); Trustee, Institute for Higher Education Policy (2003-2008); Director, Private Equity Investors — III and IV (1998-2007), and Equity-Linked Investors II (April 2002-2007).

 

Chairman of the Board of Trustees — Goldman Sachs Fund Complex.

  117   None

John P. Coblentz, Jr.

Age: 73

  Trustee   Since 2003  

Mr. Coblentz is retired. Formerly, he was Partner, Deloitte & Touche LLP (1975-2003); Director, Emerging Markets Group, Ltd. (2004-2006); and Director, Elderhostel, Inc. (2006-2012).

 

Trustee — Goldman Sachs Fund Complex.

  117   None

Diana M. Daniels

Age: 65

  Trustee   Since 2007  

Ms. Daniels is retired. Formerly, she was Vice President, General Counsel and Secretary, The Washington Post Company (1991-2006). Ms. Daniels serves as a Presidential Councillor of Cornell University (2013-Present); Member, Advisory Board, Psychology Without Borders (international humanitarian aid organization) (2007-Present), and former Member of the Legal Advisory Board, New York Stock Exchange (2003-2006) and of the Corporate Advisory Board, Standish Mellon Management Advisors (2006-2007).

 

Trustee — Goldman Sachs Fund Complex.

  108   None

Joseph P. LoRusso

Age: 57

  Trustee   Since 2010  

Mr. LoRusso is retired. Formerly, he was President, Fidelity Investments Institutional Services Co. (“FIIS”) (2002-2008); Director, FIIS (2002-2008); Director, Fidelity Investments Institutional Operations Company (2003-2007); Executive Officer, Fidelity Distributors Corporation (2007-2008).

 

Trustee — Goldman Sachs Fund Complex.

  108   None

Herbert J. Markley

Age: 64

  Trustee   Since 2013  

Mr. Markley is retired. Formerly, he was Executive Vice President, Deere & Company (an agricultural and construction equipment manufacturer) (2007-2009), and President, Agricultural Division, Deere & Company (2001-2007).

 

Trustee — Goldman Sachs Fund Complex.

  108   None

Jessica Palmer

Age: 65

  Trustee   Since 2007  

Ms. Palmer is retired. She is Director, Emerson Center for the Arts and Culture (2011-Present); and was formerly a Consultant, Citigroup Human Resources Department (2007-2008); Managing Director, Citigroup Corporate and Investment Banking (previously, Salomon Smith Barney/Salomon Brothers) (1984-2006). Ms. Palmer was a Member of the Board of Trustees of Indian Mountain School (private elementary and secondary school) (2004-2009).

 

Trustee — Goldman Sachs Fund Complex.

  108   None

Richard P. Strubel

Age: 75

  Trustee   Since 1987  

Mr. Strubel is retired. Formerly, he was Director, Cardean Learning Group (provider of educational services via the internet) (2003-2008); and Director, Gildan Activewear Inc. (a clothing marketing and manufacturing company) (2000-2014). He serves as Trustee, Emeritus, The University of Chicago (1987-Present).

 

Trustee — Goldman Sachs Fund Complex.

  117   The Northern Trust Mutual Fund Complex (56 Portfolios) (Chairman of the Board of Trustees)

Roy W. Templin

Age: 54

  Trustee   Since 2013  

Mr. Templin is retired. He is Chairman of the Board of Directors, Con-Way Incorporated (2012-Present); and was formerly Executive Vice President and Chief Financial Officer, Whirlpool Corporation (an appliance manufacturer and marketer) (2004-2012).

 

Trustee — Goldman Sachs Fund Complex.

  108   Con-Way Incorporated (a transportation, supply-chain management and logistics services company)
         

 

38


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

Trustees and Officers (Unaudited) (continued)

Interested Trustees*

 

Name, Address and Age1

 

Position(s) Held

with the Trust

 

Term of

Office and
Length of
Time Served2

 

Principal Occupation(s)

During Past 5 Years

  Number of
Portfolios in
Fund Complex
Overseen by
Trustee3
 

Other

Directorships

Held by Trustee4

James A. McNamara

Age: 52

  President and Trustee   Since 2007  

Managing Director, Goldman Sachs (December 1998-Present); Director of Institutional Fund Sales, GSAM (April 1998-December 2000); and Senior Vice President and Manager, Dreyfus Institutional Service Corporation (January 1993- April 1998).

 

President — Goldman Sachs Fund Complex (November 2007-Present); Senior Vice President — Goldman Sachs Fund Complex (May 2007-November 2007); and Vice President — Goldman Sachs Fund Complex (2001-2007).

 

Trustee — Goldman Sachs Fund Complex (November 2007-Present and December 2002-May 2004).

  116   None

Alan A. Shuch

Age: 65

  Trustee   Since 1990  

Advisory Director — GSAM (May 1999-Present); Consultant to GSAM (December 1994-May 1999); and Limited Partner, Goldman Sachs (December 1994-May 1999).

 

Trustee — Goldman Sachs Fund Complex.

  108   None
         
*   These persons are considered to be “Interested Trustees” because they hold positions with Goldman Sachs and own securities issued by The Goldman Sachs Group, Inc. Each Interested Trustee holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.
1    Each Trustee may be contacted by writing to the Trustee, c/o Goldman Sachs, 200 West Street, New York, New York, 10282, Attn: Caroline Kraus. Information is provided as of November 30, 2014.
2    Each Trustee holds office for an indefinite term until the earliest of: (a) the election of his or her successor; (b) the date the Trustee resigns or is removed by the Board of Trustees or shareholders, in accordance with the Trust’s Declaration of Trust; (c) the conclusion of the first Board meeting held subsequent to the day the Trustee attains the age of 74 years, subject to waiver by a majority of the Trustees (in accordance with the current resolutions of the Board of Trustees, which may be changed by the Trustees without shareholder vote); or (d) the termination of the Trust. By resolution of the Board of Trustees determining that an extension of service would be beneficial to the Trust, the retirement age has been extended with respect to Richard P. Strubel.
3    The Goldman Sachs Fund Complex consists of the Trust and Goldman Sachs Variable Insurance Trust (“GSVIT”). As of November 30, 2014, the Trust consisted of 94 portfolios (88 of which offered shares to the public) and GSVIT consisted of 14 portfolios. The Goldman Sachs Fund Complex also includes, with respect to Messrs. Bakhru, Coblentz and Strubel, Goldman Sachs Trust II (“GSTII”), Goldman Sachs BDC, Inc. (“GSBDC”), Goldman Sachs MLP Income Opportunities Fund (“GSMLP”) and Goldman Sachs MLP and Energy Renaissance Fund (“GSMER”), and with respect to Mr. McNamara, GSTII, GSMLP and GSMER. GSBDC, GSMLP and GSMER each consisted of one portfolio. GSTII consisted of six portfolios (one of which offered shares to the public). As of November 30, 2014, GSBDC had not offered shares to the public.
4    This column includes only directorships of companies required to report to the Securities and Exchange Commission under the Securities Exchange Act of 1934 (i.e., “public companies”) or other investment companies registered under the Act.

Additional information about the Trustees is available in the Funds’ Statement of Additional Information, which can be obtained from Goldman Sachs free of charge by calling this toll-free number (in the United States of America): 1-800-292-4726.

 

39


GOLDMAN SACHS MLP ENERGY INFRASTRUCTURE FUND

 

Trustees and Officers (Unaudited) (continued)

Officers of the Trust*

 

Name, Address and Age1

 

Position(s) Held

With the Trust

 

Term of

Office and
Length of
Time Served2

  Principal Occupation(s) During Past 5 Years

James A. McNamara

200 West Street

New York, NY 10282

Age: 52

  President and Trustee   Since 2007  

Managing Director, Goldman Sachs (December 1998-Present); Director of Institutional Fund Sales, GSAM (April 1998-December 2000); and Senior Vice President and Manager, Dreyfus Institutional Service Corporation (January 1993-April 1998).

 

President — Goldman Sachs Fund Complex (November 2007-Present);

Senior Vice President — Goldman Sachs Fund Complex (May 2007-November 2007); and

Vice President — Goldman Sachs Fund Complex (2001-2007).

 

Trustee — Goldman Sachs Fund Complex (November 2007-Present and December 2002-May 2004).

Caroline L. Kraus

200 West Street

New York, NY 10282

Age: 37

  Secretary   Since 2012  

Vice President, Goldman Sachs (August 2006-Present); Associate General Counsel, Goldman Sachs (2012-Present); Assistant General Counsel, Goldman Sachs (August 2006-December 2011) and Associate, Weil, Gotshal & Manges, LLP (2002-2006).

 

Secretary — Goldman Sachs Fund Complex (August 2012-Present); and

Assistant Secretary — Goldman Sachs Fund Complex (June 2012-August 2012).

Scott M. McHugh

200 West Street

New York, NY 10282

Age: 43

  Principal Financial Officer, Senior Vice President and Treasurer   Since 2009 (Principal Financial Officer since 2013)  

Vice President, Goldman Sachs (February 2007-Present); Assistant Treasurer of certain mutual funds administered by DWS Scudder (2005-2007); and Director (2005-2007), Vice President (2000-2005) and Assistant Vice President (1998-2000), Deutsche Asset Management or its predecessor (1998-2007).

 

Principal Financial Officer — Goldman Sachs Fund Complex (November 2013-Present);

Treasurer — Goldman Sachs Fund Complex (October 2009-Present);

Senior Vice President — Goldman Sachs Fund Complex (November 2009-Present); and

Assistant Treasurer — Goldman Sachs Fund Complex (May 2007-October 2009).

     
*   Represents a partial list of officers of the Trust. Additional information about all the officers is available in the Funds’ Statement of Additional Information, which can be obtained from Goldman Sachs free of charge by calling this toll-free number (in the United States): 1-800-292-4726.
1    Information is provided as of November 30, 2014.
2    Officers hold office at the pleasure of the Board of Trustees or until their successors are duly elected and qualified. Each officer holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.

 

40


FUNDS PROFILE

 

Goldman Sachs Funds

 

 

 

LOGO

 

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 December 31, 2014, 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.

 

OVERVIEW OF GOLDMAN SACHS FUNDS*

LOGO

 

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   Enhanced Income Fund
n   High Quality Floating Rate Fund
n   Limited Maturity Obligations Fund
n   Short Duration Government Fund
n   Short Duration Income Fund
n   Government Income Fund
n   Inflation Protected Securities Fund

Multi-Sector

n   Core Fixed Income Fund
n   Bond Fund2
n   Global Income Fund
n   Strategic Income Fund

Municipal and Tax-Free

n   High Yield Municipal Fund
n   Municipal Income Fund
n   Short Duration Tax-Free Fund

Single Sector

n   Investment Grade Credit Fund
n   U.S. Mortgages Fund
n   High Yield 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 Fund3
n   Fixed Income Macro Strategies Fund

Fundamental Equity

n   Growth and Income Fund
n   Small Cap Value Fund
n   Small/Mid Cap Value Fund
n   Mid Cap Value Fund
n   Large Cap Value Fund
n   Capital Growth Fund
n   Strategic Growth Fund
n   Focused Growth 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   U.S. Equity Fund
n   Income Builder Fund

Tax-Advantaged Equity

n   U.S. Tax-Managed Equity Fund4
n   International Tax-Managed Equity Fund4
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 Fund5
n   International Small Cap Fund
n   Asia Equity Fund
n   Emerging Markets Equity Fund
n   BRIC Fund (Brazil, Russia, India, China)
n   N-11 Equity Fund

Select Satellite6

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   Long Short 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 Solutions6

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 at the close of business on March 21, 2014, the Goldman Sachs Credit Strategies Fund was reorganized with and into the Goldman Sachs Long Short Credit Strategies Fund.
4    Effective on April 30, 2014, the Goldman Sachs Structured Tax-Managed Equity and Structured International Tax-Managed Equity Funds were renamed the Goldman Sachs U.S. Tax-Managed Equity and International Tax-Managed Equity Funds, respectively.
5    Effective at the close of business on February 28, 2014, the Goldman Sachs Concentrated International Equity Fund was renamed the Goldman Sachs Focused International Equity Fund.
6    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.


TRUSTEES

Ashok N. Bakhru, Chairman

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

 

OFFICERS

James A. McNamara, President

Scott M. McHugh, Principal Financial Officer and Treasurer

Caroline L. Kraus, Secretary

GOLDMAN, SACHS & CO.

Distributor and Transfer Agent

 

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Investment Adviser

Visit our website 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 the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30, are available (I) without charge, upon request by calling 1-800-526-7384; and (II) on the Securities and Exchange Commission (“SEC’’) web site at http://www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s web site at http://www.sec.gov within 60 days after the Fund’s first and third fiscal quarters. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may also be obtained by calling 1-800-SEC-0330. Form N-Q may be obtained upon request and without charge by calling 1-800-526-7384 (for Retail Shareholders) or 1-800-621-2550 (for Institutional Shareholders).

Fund holdings and allocations shown are as of November 30, 2014 and may not be representative of future investments. Fund holdings should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. Current and future holdings are subject to risk.

Economic and market forecasts presented herein reflect our judgment as of the date of this presentation and are subject to change without notice. These forecasts do not take into account the specific investment objectives, restrictions, tax and financial situation or other needs of any specific client. Actual data will vary and may not be reflected here. These forecasts are subject to high levels of uncertainty that may affect actual performance. Accordingly, these forecasts should be viewed as merely representative of a broad range of possible outcomes. These forecasts are estimated, based on assumptions, and are subject to significant revision and may change materially as economic and market conditions change. Goldman Sachs has no obligation to provide updates or changes to these forecasts. Case studies and examples are for illustrative purposes only.

“Alerian MLP Index”, “Alerian MLP Total Return Index”, “AMZ” and “AMZX” are trademarks of Alerian and their use is granted under a license from Alerian. The portfolio risk management process includes an effort to monitor and manage risk, but does not imply low risk.

This material is not authorized for distribution to prospective investors unless preceded or accompanied by a current Prospectus or summary prospectus, if applicable. Investors should consider 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 (retail – 1-800-526-7384) (institutional – 1-800-621-2550).

© 2015 Goldman Sachs. All rights reserved. 151629.MF.MED.TMPL/1/2015MLPEIAR-15/43K


ITEM 2. CODE OF ETHICS.

 

(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”)

   $ 3,563,029       $ 2,304,956      Financial Statement audits.

Audit-Related Fees:

        

•    PwC

   $ 0       $ 2,340      Other attest services.

Tax Fees:

        

•    PwC

   $ 818,750       $ 933,950      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 November 30, 2014 and November 30, 2013 were $794,850 and $936,290 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 2013 and 2012 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.

 

     Not applicable.

 

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.

 

     Not applicable.

 

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

     Not applicable.

 

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

 

     Not applicable.

 


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 second 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.

 

ITEM 12. EXHIBITS.

 

      (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 June 3, 2010 for its Short Duration and Government Fixed Income Funds.
      (a)(2)   Exhibit 99.CERT    Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.
      (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.

 

    Goldman Sachs Trust
By:     /s/ James A. McNamara
    James A. McNamara
    President/Principal Executive Officer
    Goldman Sachs Trust
Date:     February 6, 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.

 

By:     /s/ James A. McNamara
    James A. McNamara
    President/Principal Executive Officer
    Goldman Sachs Trust
Date:     February 6, 2015
By:     /s/ Scott McHugh
    Scott McHugh
    Principal Financial Officer
    Goldman Sachs Trust
Date:     February 6, 2015