N-CSRS 1 d561007dncsrs.htm GOLDMAN SACHS VARIABLE INSURANCE TRUST Goldman Sachs Variable Insurance 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 811-08361

 

 

Goldman Sachs Variable Insurance Trust

(Exact name of registrant as specified in charter)

71 South Wacker Drive, Chicago, Illinois 60606-6303

(Address of principal executive offices) (Zip code)

 

  Copies to:
  Geoffrey R.T. Kenyon, Esq.

Caroline Kraus

  Dechert LLP
Goldman, Sachs & Co.   100 Oliver Street
200 West Street   40th Floor
New York, NY 10282   Boston, MA 02110-2605

 

(Name and address of agents for service)

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

 

 

Date of fiscal year end: December 31

 

 

Date of reporting period: June 30, 2013

 

 

 

ITEM 1. REPORTS TO STOCKHOLDERS.

 

     The Semi-Annual Reports to Stockholders are filed herewith.

 

 

 


Goldman

Sachs Variable Insurance Trust

Goldman Sachs

Global Markets

Navigator Fund

Semi-Annual Report

June 30, 2013

 

LOGO


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Principal Investment Strategies and Risks

 

This is not a complete list of the risks that may affect the Fund. For additional information concerning the risks applicable to the Fund, please see the Fund’s Prospectus.

Shares of the Goldman Sachs Variable Insurance Trust — Goldman Sachs Global Markets Navigator Fund are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you realize with respect to your investments. Ask your representative for more complete information. Please consider the Fund’s objective, risks and charges and expenses, and read the Prospectus carefully before investing. The Prospectus contains this and other information about the Fund.

The Goldman Sachs Global Markets Navigator Fund seeks to achieve investment results that approximate the performance of the Goldman Sachs Global Markets Navigator Index (the “Index”). The Index is comprised of, and allocates exposure to, a set of underlying indices representing various global asset classes including, but not limited to, global equity, fixed income and commodity assets. The Index is constructed using a proprietary methodology developed by the index provider, and is rebalanced at least monthly. The Fund’s performance may not match, and may vary substantially from, that of the Index. There can be no assurance that the methodology used by the index provider in constructing the Index will correctly forecast certain risks or make effective tactical decisions, and the Fund’s attempt to track this Index may cause it to underperform general securities markets and/or other asset classes. Derivative instruments (including swaps) may involve a high degree of financial risk. These risks include the risk that a small movement in the price of the underlying security or benchmark may result in a disproportionately large movement, unfavorable or favorable, in the price of the derivative instrument; risk of default by a counterparty; and liquidity risk. The Fund’s use of derivatives may result in leverage, which can make the Fund more volatile. Over-the-counter transactions are subject to less government regulation and supervision. The Fund’s equity investments are subject to market risk, which means that the value of its investments may go up or down in response to the prospects of individual companies, particular sectors and/or general economic conditions. The Fund’s fixed income investments are subject to the risks associated with debt securities generally, including credit, liquidity and interest rate risk. The Fund is also subject to the risk that the issuers of sovereign debt or the government authorities that control the payment of debt may be unable or unwilling to repay principal or interest when due. High yield, lower rated investments involve greater price volatility and present greater risks than higher rated fixed income securities. The value of the Fund’s treasury inflation protected securities (TIPS) generally fluctuates in response to inflationary concerns, and as inflationary concerns decrease, TIPS become less valuable. Any guarantee on U.S. government securities applies only to the underlying securities of the Fund if held to maturity and not to the value of the Fund’s shares. The Fund is subject to the risk that exposure to the commodities markets may subject the Fund to greater volatility than investments in traditional securities. Foreign and emerging markets investments may be more volatile and less liquid than investments in U.S. securities and are subject to the risks of currency fluctuations and adverse economic or political developments. At times, the Fund may be unable to sell certain of its portfolio securities without a substantial drop in price, if at all. The Fund’s investments in other investment companies (including ETFs) subject it to additional expenses. Because the Fund may concentrate its investments in an industry (only in the event that an industry represents 20% or more of

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

the Fund’s index), the Fund may be subject to greater risk of loss as a result of adverse economic, business or other developments affecting that industry. The Fund is “non-diversified” and may invest more of its assets in fewer issuers than “diversified” funds. Accordingly, the Fund may be more susceptible to adverse developments affecting any single issuer held in its portfolio and to greater losses resulting from these developments.

The “GS Global Markets Navigator Index” is a trademark or service mark of Goldman, Sachs & Co. and has been licensed for use by the Investment Adviser in connection with the Fund. As the licensor of this trademark or service mark, Goldman, Sachs & Co. does not make any representation regarding the advisability of investing in the Fund.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

INVESTMENT OBJECTIVE

The Fund seeks to achieve investment results that approximate the performance of the GS Global Markets Navigator Index.

 

 

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Quantitative Investment Strategies Team discusses the Goldman Sachs Variable Insurance Trust — Goldman Sachs Global Markets Navigator Fund’s (the “Fund”) performance and positioning for the six-month period ended June 30, 2013 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Service Shares generated a cumulative total return of 6.37%. This return compares to the 8.30% cumulative total return of the Fund’s benchmark, the GS Global Markets Navigator Index (the “Index”), during the same time period. A blended index comprised 60% of the Standard & Poor’s® 500 Indexa (with dividends reinvested) and 40% of the Barclays U.S. Aggregate Bond Indexb (with dividends reinvested) generated a cumulative total return of 7.10% during the same time period.

The S&P 500® Index and the Barclays U.S. Aggregate Bond Index generated cumulative total returns of 13.82% and -2.44%, respectively, during the same time period.

Importantly, during the Reporting Period, the Fund’s overall annualized volatility was 10.50%, less than the S&P® 500 Index’s annualized volatility of 12.10% during the same time period.

What economic and market factors most influenced the Fund during the Reporting Period?

U.S. equity markets rallied during the first quarter of 2013 despite the overhang of automatic spending cuts, or sequestration, that went into effect in March 2013. U.S. equity performance reflected a variety of improving U.S. economic indicators — strong momentum in the housing market continued and the employment picture improved. However, in the second quarter of 2013, bullish sentiment began to fade, and the U.S. equity rally halted in mid-May 2013 when Federal Reserve (“Fed”) Chair Bernanke announced the potential “tapering” of the pace of quantitative easing asset purchases. U.S. equity markets reacted negatively again in June 2013 to news the slowing of the asset purchase program could begin later in the year, with the program ending by the middle of 2014 if the economy grows as expected. U.S. equity markets calmed toward the end of the month as a downward revision of first quarter Gross Domestic Product (“GDP”) from 2.4% to 1.8% supported reassurance from the Fed that it would only begin reducing asset purchases if the economy was clearly on track.

In the international equity markets, European equities managed gains during the Reporting Period overall, despite a banking crisis in Cyprus and further economic contraction in the Eurozone. Strong performance by the Japanese equity market dominated returns for the Reporting Period but was partially offset by weaker returns for the Asia ex-Japan region, where such returns were exaggerated by depreciating currencies. The yen weakened to its lowest level against the U.S. dollar since mid-2009 on expectations the new head of the Bank of Japan will aggressively pursue a 2% inflation target. Japanese equities hit a five-year high during May 2013 before taking a sharp turn down with a number of other global equity markets. However, after Fed Chair Bernanke’s comments about the potential “tapering” of the pace of quantitative easing asset purchases, the rally in international equities virtually halted. In June, international equity markets also reacted negatively to news the Fed could begin slowing its asset purchase program later in 2013.

The global fixed income markets, which had begun the Reporting Period in January 2013 with a rally, reversed course during February 2013, primarily on worries about U.S. fiscal policy gridlock and Italy’s elections. In March 2013, Cyprus’ bailout by Euro-area finance ministers raised the prospect of a tax on bank deposits, prompting fears of a more widespread run on European banks. Investors grew more defensive, and government bond yields declined. In contrast, spread, or non-U.S. Treasury, sectors

 

a  The S&P 500 Index is the Standard & Poor’s 500 Composite Stock Prices Index of 500 stocks, an unmanaged index of common stock prices. The Index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.
b  The Barclays U.S. Aggregate Bond Index represents an unmanaged diversified portfolio of fixed income securities, including U.S. Treasuries, investment-grade corporate bonds, and mortgage-backed and asset-backed securities. The Index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

remained relatively firm. In early April 2013, government bond yields declined on disappointing economic data before stabilizing later in the month. Spread sectors performed well, as investors looked past sluggish economic data for higher yielding assets in the exceptionally low interest rate environment. After Fed Chair Bernanke said the U.S. central bank could begin reducing asset purchases, government bond yields rose substantially. At the same time, spread sectors grew more volatile, reflecting widespread uncertainty over how markets may function as the Fed withdraws support. In June 2013, bond investors focused on the U.S. economy and stronger than expected payrolls data, which reinforced expectations the Fed would start reducing its quantitative easing during 2013. Government bond yields continued to increase, as the Fed meeting and press conference were more hawkish than expected. Spread sectors remained volatile. Meanwhile, European economic data improved, with modest increases in the Eurozone Purchasing Managers Indices and accelerating expansion in the U.K. Japan’s economy continued to respond positively to its government and central bank policies. In contrast, China’s economic data raised concerns about the extent of that nation’s slowdown.

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

The Fund seeks to achieve its objective by investing in financial instruments that provide exposure to the various underlying global equity and fixed income indices that comprise the Index. Using a momentum-based methodology, the Fund strives to manage risk and hedge this with “potential” in changing market environments.

Momentum investing seeks growth of capital by gaining exposure to asset classes that have exhibited trends in price performance over selected time periods. In managing the Fund, we use a methodology that evaluates historical three-, six- and nine-month returns, volatilities and correlations across a range of nine global asset classes. Represented by indices, these asset classes include, within the equities category, U.S. large-cap, Europe, Asia, emerging markets, U.K. and small-cap stocks. Within the fixed income category, the Fund may allocate assets to U.S., European and Japanese fixed income securities. The analysis of these asset classes drives the aggregate allocations of the Fund over time. We believe market price momentum — either positive or negative — has significant predictive power.

During the Reporting Period, the Fund’s fixed income allocations detracted from its relative performance. The Fund’s allocation to German government bonds hurt returns most, especially during May and June 2013. Its exposure to U.S. Treasury securities also detracted from relative returns during the Reporting Period.

On the positive side, the Fund’s positioning in equities added to its relative performance. In particular, the Fund benefited from its allocation to Japanese equities and its exposure to U.S. large-cap and small-cap stocks.

How did volatility affect the Fund during the Reporting Period?

As part of our investment approach, we seek to mitigate the Fund’s volatility. As mentioned earlier, during the Reporting Period, the Fund’s actual volatility (annualized, using daily returns) was 10.50% versus the S&P 500® Index’s annualized volatility of 12.10%.

How was the Fund positioned during the Reporting Period?

During the Reporting Period, we tactically managed the Fund’s allocations across equity and fixed income markets based on the momentum and volatility of these asset classes. When the Reporting Period began, the Fund’s allocations were split rather evenly between equities and fixed income. By the end of March 2013, the Fund’s allocation to equities had risen to approximately 80% of its total assets, as the Fund benefited from the strong first calendar quarter rally in the global equity markets. During the first quarter of 2013, we concentrated the Fund’s equity investments in U.S. and Japanese equities and eliminated its position in emerging markets equities.

Within its fixed income allocation at the beginning of the Reporting Period, the Fund had a weighting of approximately 40% of its total assets in U.S. Treasury securities. By the end of March 2013, the Fund’s weighting in U.S. Treasury securities had dipped to less than 5% of its total assets, and we held it near zero throughout the second quarter of 2013.

In addition, toward the end of June 2013, the Fund’s daily volatility control was triggered (that is, the Fund’s 90-day realized volatility exceeded our predetermined 10% threshold) and in keeping with our momentum-based methodology, we proportionally reduced portfolio risk by 20% and added an allocation to cash.

 

4


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

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

During the Reporting Period, the Fund used exchange-traded index futures contracts to gain exposure to U.S. small-cap equities and to non-U.S. developed market equities, including those in Europe and Japan, as well as to gain exposure to U.S. and non-U.S. fixed income.

Were there any changes to the Fund’s portfolio management team during the Reporting Period?

After 33 years of distinguished service, Don Mulvihill, CIO of Customized Beta Strategies within the Quantitative Investment Strategies (“QIS”) team, decided to retire from the firm. As of June 2013, Gary Chropuvka assumed Mr. Mulvihill’s role as Head of the Customized Beta Strategies business, overseeing the team’s tax-efficient, rules-based and customized beta investment strategies. Mr. Chropuvka brings extensive experience having joined QIS in 1999 with Mr. Mulvihill to manage the team’s tax-efficient investment strategies. All of Mr. Mulvihill’s direct investment responsibilities were performed within a co-lead or team leadership structure and follow processes that provide continuity in day-to-day investment decision-making in each portfolio.

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

By the end of the Reporting Period, we had reduced the Fund’s allocation to equities and fixed income. We had added a significant allocation to cash, as we sought to reduce risk, largely in response to heightened volatility and poor momentum across the financial markets during June 2013. In fixed income, at the end of the Reporting Period, the Fund had exposure to German and Japanese government bonds. Within equities, it had exposure to U.S. large-cap and small-cap equities. At the end of the Reporting Period, the Fund had a reduced allocation to Japanese equities because of the increased volatility in the Japanese equity market. The Fund, like the Index, had neutral exposure to emerging markets equities.

Going forward, we intend to position the Fund to provide exposure to price momentum from among nine underlying asset classes, while dynamically seeking to manage the volatility, or risk, of the overall portfolio. When volatility increases, our goal is to preserve capital by moving the Fund into less volatile assets such as fixed income. When we believe the financial markets have become more stable, we expect to allocate a greater portion of the Fund’s assets to equities. There is no guarantee the Fund’s dynamic management strategy will cause it to achieve its investment objective.

 

5


FUND BASICS

 

Global Markets Navigator Fund

as of June 30, 2013

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/13      One Year        Since Inception        Inception Date
Service        11.81        8.50     

4/16/12

 

1  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 (“NAV”). Because Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, 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 total return figures in the above chart. Please visit www.goldmansachsfunds.com/vit to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Service        1.08      3.78

 

2  The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations), are as set forth above according to the most recent publicly available Prospectus for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2014, 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.

 

6


FUND BASICS

 

FUND COMPOSITION3

 

 

 

LOGO

 

 

 

3  The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets. Figures in the above graph may not sum to 100% due to the exclusion of other assets and liabilities. Underlying sector allocations of exchange traded funds (“ETFs”) held by the Fund are not reflected in the graph above. Consequently, the Fund’s overall sector allocations may differ from the percentages contained in the graph above. 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.
4  “Agency Debentures” include agency securities offered by companies such as Federal Home Loan Bank and Federal Home Loan Mortgage Corporation, which operate under a government charter. While they are required to report to a government regulator, their assets are not explicitly guaranteed by the government and they otherwise operate like any other publicly traded company.

 

7


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Schedule of Investments

June 30, 2013 (Unaudited)

 

Principal
Amount
    Interest
Rate
    Maturity
Date
    Value  
  Agency Debentures(a) – 17.1%    
  FHLB         
$ 4,724,000        0.000     09/20/13      $ 4,723,575   
  FNMA         
  4,724,000        0.000       09/18/13        4,723,584   

 

 

 
  TOTAL AGENCY DEBENTURES   
  (Cost $9,445,376)        $ 9,447,159   

 

 

 
     
Shares     Description     Values  
  Exchange Traded Fund – 23.4%    
  175,974        Vanguard S&P 500      $ 12,916,492   
  (Cost $12,537,769)     

 

 

 
     
Shares     Rate     Value  
  Investment Company(b) – 9.7%  

 
 

Goldman Sachs Financial Square Government Fund —
FST Shares

 
  

  5,372,192        0.006%      $ 5,372,192   
  (Cost $5,372,192)     

 

 

 
Principal
Amount
    Interest
Rate
    Maturity
Date
    Value  
  U.S. Treasury Obligations – 11.9%    

 

United States Treasury Bill(a)

  

$ 6,028,000        0.000     08/01/13      $ 6,027,974   

 

United States Treasury Note

  

  535,000        3.125        05/15/21        574,435   

 

 

 
  TOTAL U.S. TREASURY OBLIGATIONS   
  (Cost $6,632,355)        $ 6,602,409   

 

 

 
  TOTAL INVESTMENTS – 62.1%   
  (Cost $33,987,692)        $ 34,338,252   

 

 

 

 
 

OTHER ASSETS IN EXCESS OF
LIABILITIES – 37.9%

  
  

    20,986,466   

 

 

 
  NET ASSETS – 100.0%      $ 55,324,718   

 

 

 

 

The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
(a)   Issued with a zero coupon. Income is recognized through the accretion of discount.
(b)   Represents an affiliated issuer.

 

Investment Abbreviations:

FHLB

    Federal Home Loan Bank
FNMA     Federal National Mortgage Association
ADDITIONAL INVESTMENT INFORMATION

 

FUTURES CONTRACTS — At June 30, 2013, the Fund had the following futures contracts:

 

 
Type      Number of
Contracts
Long (Short)
       Expiration
Date
     Current
Value
       Unrealized
Gain (Loss)
 
EURO STOXX 50 Index        47         September 2013      $ 1,589,393         $ (53,076
Euro-Bund        53         September 2013        9,763,104           (112,234
FTSE 100 Index        29         September 2013        2,717,687           (50,452
Russell 2000 Mini Index        14         September 2013        1,364,580           12,120   

TSE TOPIX Index

       106         September 2013        12,087,719           191,613   
TOTAL                                   $ (12,029

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Statement of Assets and Liabilities

June 30, 2013 (Unaudited)

 

  
Assets:       

Investments of unaffiliated issuers, at value (cost $28,615,500)

   $ 28,966,060   

Investments of affiliated issuer, at value (cost $5,372,192)

     5,372,192   

Cash

     15,725,356   

Receivables:

  

Investments sold

     2,924,705   

Fund shares sold

     1,264,174   

Collateral on certain derivative contracts(a)

     1,077,516   

Futures variation margin

     223,908   

Reimbursement from investment adviser

     16,595   

Dividends and interest

     2,145   

Other assets

     702   
Total assets      55,573,353   
  
  
Liabilities:       

Payables:

  

Investments purchased

     121,048   

Amounts owed to affiliates

     40,249   

Fund shares redeemed

     27,483   

Accrued expenses

     59,855   
Total liabilities      248,635   
  
  
Net Assets:       

Paid-in capital

     52,491,158   

Undistributed net investment loss

     (22,055

Accumulated net realized gain

     2,513,156   

Net unrealized gain

     342,459   
NET ASSETS    $ 55,324,718   

Total Service Shares of beneficial interest outstanding $0.001 par value (unlimited shares authorized):

     5,018,547   

Net asset value, offering and redemption price per share:

     $11.02   

(a) Represents cash on deposit with counterparty relating to initial margin requirements on future transactions of $1,077,516.

 

The accompanying notes are an integral part of these financial statements.   9


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Statement of Operations

For the Six Months Ended June 30, 2013 (Unaudited)

 

  
Investment income:  

Dividends — unaffiliated issuers

   $ 102,685   

Interest

     19,612   

Dividends — affiliated issuer

     285   
Total investment income      122,582   
  
  
Expenses:  

Management fees

     156,686   

Amortization of offering costs

     65,817   

Distribution and Service fees — Service Class

     49,584   

Professional fees

     38,344   

Custody, accounting and administrative services

     29,076   

Printing and mailing costs

     27,715   

Trustee fees

     8,787   

Transfer Agent fees

     3,966   

Other

     4,763   
Total expenses      384,738   

Less — expense reductions

     (182,946
Net expenses      201,792   
NET INVESTMENT LOSS      (79,210
  
  
Realized and unrealized gain (loss):  

Net realized gain (loss) from:

  

Investments

     (146,845

Futures contracts

     2,364,084   

Foreign currency transactions

     (65,358

Net change in unrealized gain (loss) on:

  

Investments

     149,419   

Futures contracts

     (161,664

Foreign currency translation

     9,432   
Net realized and unrealized gain      2,149,068   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $ 2,069,858   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Statements of Changes in Net Assets

     For the
Six Months Ended
June 30, 2013
(Unaudited)
     For the
Period Ended
December 31, 2012(a)
 
     
From operations:  

Net investment income (loss)

   $ (79,210    $ 20,384   

Net realized gain

     2,151,881         430,993   

Net change in unrealized gain (loss)

     (2,813      345,272   
Net increase in net assets resulting from operations      2,069,858         796,649   
     
     
Distributions to shareholders:  
From net realized gains              (33,093
     
     
From share transactions:  

Proceeds from sales of shares

     31,011,557         29,921,805   

Reinvestment of distributions

             33,093   

Cost of shares redeemed

     (3,746,273      (4,728,878
Net increase in net assets resulting from share transactions      27,265,284         25,226,020   
TOTAL INCREASE      29,335,142         25,989,576   
     
     
Net assets:  

Beginning of period

     25,989,576           

End of period

   $ 55,324,718       $ 25,989,576   
Undistributed net investment income (loss)    $ (22,055    $ 57,155   
     
     
Summary of share transactions:  

Shares sold

     2,848,414         2,978,079   

Shares issued on reinvestment of distributions

             3,229   

Shares redeemed

     (339,529      (471,646
NET INCREASE      2,508,885         2,509,662   

(a) Commenced operations on April 16, 2012.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

          Income (loss) from
investment operations
       
Year   Net asset
value,
beginning
of period
    Net
investment
income
(loss)(a)
    Net
realized
and
unrealized
gain
    Total from
investment
operations
    Distributions
from net
realized
gains
    Net
asset
value,
end of
period
    Total
return(b)
    Net assets,
end of
period
(in 000s)
    Ratio of
net expenses
to average
net assets(c)
    Ratio of
total
expenses
to average
net assets(c)
    Ratio of
net investment
income (loss)
to average
net assets
    Portfolio
turnover
rate(d)
 

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2013

  $ 10.36      $ (0.02   $ 0.68      $ 0.66      $      $ 11.02        6.37   $ 55,325        1.77 %(e)      1.94 %(e)      (0.40 )%(e)      177
                       

FOR THE PERIOD ENDED DECEMBER 31,

 

2012 (Commenced April 16, 2012)

    10.00        0.02        0.35        0.37        (0.01     10.36        3.74        25,990        1.04 (e)      4.21 (e)      0.27 (e)      300   

 

(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 distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c) Expense ratios exclude expenses of the Underlying Funds in which the Fund invests.
(d) The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.
(e) Annualized.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Notes to Financial Statements

June 30, 2013 (Unaudited)

 

1.    ORGANIZATION

 

Goldman Sachs Variable Insurance Trust (the “Trust” or “VIT”) 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 Global Markets Navigator Fund (the “Fund”). The Fund is a non-diversified portfolio under the Act offering one class of shares — Service Shares. Shares of the Trust are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies.

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

2.    SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and require management to make estimates and assumptions that may affect the reported amounts and disclosures. Actual results may differ from those estimates and assumptions.

A.  Investment Valuation — The Fund’s valuation policy is to value investments at fair value.

B.  Investment Income and Investments — Investment income includes interest income and dividend income, net of any foreign withholding taxes, less any amounts reclaimable. Interest income is accrued daily and adjusted for amortization of premiums and accretion of discounts. Dividend income is recognized on ex-dividend date or, for certain foreign securities, as soon as such information is obtained subsequent to the ex-dividend date. Investment transactions are reflected on trade date. Realized gains and losses are calculated using identified cost. Investment transactions are recorded on the following business day for daily net asset value (“NAV”) calculations. Any foreign capital gains tax is accrued daily based upon net unrealized gains, and is payable upon sale of such investments.

For derivative contracts, realized gains and losses are recorded upon settlement of the contract.

C.  Expenses — Expenses incurred directly by the Fund are charged to the Fund, and certain expenses incurred by the Trust that may not solely relate to the Fund are allocated to the Fund and the other funds of the Trust on a straight-line and/or pro-rata basis depending upon the nature of the expenses and are accrued daily.

D.  Offering Costs — Offering costs paid in connection with the offering of shares of the Fund have been amortized on a straight-line basis over 12 months from the date of commencement of operations.

E.  Federal Taxes and Distributions to Shareholders — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to regulated investment companies (mutual funds) and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, the Fund is not required to make any provisions for the payment of federal income tax. Distributions to shareholders are recorded on the ex-dividend date. Income and capital gains distributions, if any, are declared and paid annually.

Net capital losses are carried forward to future fiscal years and may be used to the extent allowed by the Code to offset any future capital gains. Losses that are carried forward will retain their character as either short-term or long-term capital losses. Utilization of capital loss carryforwards will reduce the requirement of future capital gains distributions.

 

13


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

2.    SIGNIFICANT ACCOUNTING POLICIES (continued)

 

The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with federal income tax rules, which may differ from GAAP. The source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income, net realized gain or capital. Certain components of the Fund’s net assets on the Statement of Assets and Liabilities reflect permanent GAAP/tax differences based on the appropriate tax character.

F.  Foreign Currency Translation — The accounting records and reporting currency of the Fund are maintained in United States (“U.S.”) dollars. Assets and liabilities denominated in foreign currencies are translated into U.S. dollars using the current exchange rates at the close of each business day. The effect of changes in foreign currency exchange rates on investments is included within net realized and unrealized gain (loss) on investments. Changes in the value of other assets and liabilities as a result of fluctuations in foreign exchange rates are included in the Statement of Operations within net change in unrealized gain (loss) on foreign currency transactions. Transactions denominated in foreign currencies are translated into U.S. dollars on the date the transaction occurred, the effects of which are included within net realized gain (loss) on foreign currency transactions.

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS

The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these investments. The three levels of the fair value hierarchy are described below:

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 — Quoted prices in markets that are not active or financial instruments for which significant inputs are observable (including, but not limited to, quoted prices for similar investments, interest rates, foreign exchange rates, volatility and credit spreads), either directly or indirectly;

Level 3 — Prices or valuations that require significant unobservable inputs (including GSAM’s assumptions in determining fair value measurement).

The Trustees have adopted Valuation Procedures that govern the valuation of the portfolio investments held by the Fund, including investments for which market quotations are not readily available. The Trustees have delegated to GSAM day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Fund’s portfolio investments. To assess the continuing appropriateness of pricing sources and methodologies, GSAM regularly performs price verification procedures and issues challenges as necessary to third party pricing vendors or brokers, and any differences are reviewed in accordance with the Valuation Procedures.

 

 

14


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

A.  Level 1 and Level 2 Fair Value Investments — The valuation techniques and significant inputs used in determining the fair values for investments classified as Level 1 and Level 2 are as follows:

Equity Securities — Equity securities and investment companies traded on a 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.

Unlisted equity securities for which market quotations are available are valued at the last sale price on the valuation date, or if no sale occurs, at the last bid price. Securities traded on certain foreign securities exchanges are valued daily at fair value determined by an independent fair value service (if available) under Valuation Procedures approved by the Trustees and consistent with applicable regulatory guidance. The independent fair value service takes into account multiple factors including, but not limited to, movements in the securities markets, certain depositary receipts, futures contracts and foreign currency exchange rates that have occurred subsequent to the close of the foreign securities exchange. These investments are generally classified as Level 2 of the fair value hierarchy.

Debt Securities — Debt securities for which market quotations are readily available are valued daily on the basis of quotations supplied by dealers or an independent pricing service approved by the Trustees. The pricing services may use valuation models or matrix pricing, which consider: (i) yield or price with respect to bonds that are considered comparable in characteristics such as rating, interest rate and maturity date or (ii) quotations from securities dealers to determine current value. Short-term debt obligations that mature in sixty days or less and that do not exhibit signs of credit deterioration are valued at amortized cost, which 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.

Derivative Contracts — A derivative is an instrument whose value is derived from underlying assets, indices, reference rates or a combination of these factors.

Exchange-traded derivatives, including futures contracts, typically fall within Level 1 of the fair value hierarchy. Over-the-counter (“OTC”) derivatives are valued using market transactions and other market evidence, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence.

i.  Futures Contracts — Futures contracts are contracts to buy or sell a standardized quantity of a specified commodity or security and are valued based on exchanged settlement prices or independent market quotes. Futures contracts are valued at the last settlement price, or in the absence of a sale, the last bid price for long positions and at the last ask price for short positions, at the end of each day on the board of trade or exchange upon which they are traded. Upon entering into a futures contract, a Fund deposits cash or securities in an account on behalf of the broker in an amount sufficient to meet the initial margin requirement. Subsequent payments are made or received by the Fund equal to the daily change in the contract value and are recorded as variation margin receivable or payable with a corresponding offset to unrealized gains or losses.

 

15


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

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 and derivatives classified in the fair value hierarchy as of June 30, 2013:

 

Investment Type      Level 1        Level 2        Level 3  
Assets               
Fixed Income               

Agency Debentures

     $         $ 9,447,159         $   

U.S. Treasury Obligations and/or Other U.S. Government Agencies

       6,602,409                       

Exchange Traded Fund

       12,916,492                       

Investment Company

       5,372,192                       
Total      $ 24,891,093         $ 9,447,159         $   
Derivative Type                              
Assets(a)               
Futures Contracts      $ 203,733         $         $   
Liabilities(a)               
Futures Contracts      $ (215,762      $         $   

 

(a) Amount shown represents unrealized gain (loss) at period end.

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

 

16


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

4.    INVESTMENTS IN DERIVATIVES

 

The following table sets forth, by certain risk types, the gross value of derivative contracts as of June 30, 2013. These instruments were used to meet the Fund’s investment objectives and to obtain and/or manage exposure related to the risks below. The values in the table below exclude the effects of cash collateral received or posted pursuant to these derivative contracts, and therefore are not representative of the Fund’s net exposure.

 

Risk    Statement of Assets and Liabilities   Assets(a)     Statement of Assets and Liabilities   Liabilities(a)  
Equity    Receivable for unrealized gain on futures variation margin   $ 203,733      Payable for unrealized loss on futures variation margin   $ (103,528
Interest Rate             Payable for unrealized loss on futures variation margin     (112,234
Total        $ 203,733          $ (215,762

 

(a) Includes unrealized gain (loss) on futures contracts described in the Additional Investment Information section of the Schedule of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.

The following table sets forth, by certain risk types, the Fund’s gains (losses) related to these derivatives and their indicative volumes for the six months ended June 30, 2013. These gains (losses) should be considered in the context that these derivative contracts may have been executed to economically hedge certain investments, and accordingly, certain gains (losses) on such derivative contracts may offset certain (losses) gains attributable to investments. These gains (losses) are included in “Net realized gain (loss)” or “Net change in unrealized gain (loss)” on the Statement of Operations:

 

Risk    Statement of Operations   Net
Realized
Gain (Loss)
    Net Change in
Unrealized
Gain (Loss)
    Average
Number of
Contracts(a)
 
Equity    Net realized gain (loss) from futures contracts/Net change in unrealized gain (loss) on futures contracts   $ 2,417,261      $ (38,542     248   
Interest Rate    Net realized gain (loss) from futures contracts/Net change in unrealized gain (loss) on futures contracts     (53,177     (123,122     41   

 

(a) Average number of contracts is based on the average of month end balances for the period ended June 30, 2013.

In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) No. 2011-11: Disclosures about Offsetting Assets and Liabilities (“netting”) on the Statement of Assets and Liabilities that are subject to master netting arrangements or similar agreements. ASU 2011-11 was amended by ASU No. 2013-01, clarifying which investments and transactions are subject to the netting disclosure. The scope of the disclosure requirements is limited to derivative instruments, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions. This information is intended to enable users of the Fund’s financial statements to evaluate the effect or potential effect of netting arrangements on the Fund’s financial position. The ASU is effective for financial statements with fiscal years beginning on or after January 1, 2013, and interim periods within those fiscal years. The Fund adopted the disclosure requirement on netting for the current reporting period. Since these amended principles require additional disclosures concerning offsetting and related arrangements, adoption did not affect the Fund’s financial condition or result of operations.

 

17


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

4.    INVESTMENTS IN DERIVATIVES (continued)

 

For financial reporting purposes, the Fund does not offset financial assets and financial liabilities that are subject to master netting arrangements or similar agreements on the Statement of Assets and Liabilities.

In order to better define its contractual rights and to secure rights that will help a Fund mitigate its counterparty risk, a Fund may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its derivatives counterparties. An ISDA Master Agreement is a bilateral agreement between a Fund and a counterparty that governs OTC derivatives, including foreign exchange contracts, and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.

Collateral and margin requirements differ between exchange traded derivatives and OTC derivatives. Margin requirements are established by the broker or clearing house for exchange-traded and centrally cleared derivatives (financial futures contracts, options and centrally cleared swaps) pursuant to governing agreements for those instrument types. Brokers can ask for margin in excess of the minimum in certain circumstances. Collateral terms are contract-specific for OTC derivatives (foreign currency exchange contracts, options and certain swaps). For derivatives traded under an ISDA Master Agreement, the collateral requirements are typically calculated by netting the mark to market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by a Fund and the counterparty. Additionally, a Fund may be required to post additional collateral to the counterparty in the form of initial margin, the terms of which would be outlined in the confirmation of the OTC transaction.

For financial reporting purposes, cash collateral that has been pledged to cover obligations of a Fund and cash collateral received from the counterparty, if any, is reported separately on the Statement of Assets and Liabilities as receivables/payables for collateral on certain derivative contracts. Non-cash collateral pledged by a Fund, if any, is noted in the Schedule of Investments. Generally, the amount of collateral due from or to a counterparty must exceed a minimum transfer amount threshold (e.g., $250,000) before a transfer is required to be made. To the extent amounts due to a Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty nonperformance. A Fund attempts to mitigate counterparty risk by only entering into agreements with counterparties that it believes to be of good standing and by monitoring the financial stability of those counterparties.

Additionally, the netting of assets and liabilities and the offsetting of collateral pledged or received are based on contractual netting/set-off provisions in the ISDA Master Agreement or similar agreements, however, in the event of a default or insolvency of a counterparty, a court could determine that such rights are not enforceable due the restrictions or prohibitions against the right of setoff that may be imposed due to a particular jurisdiction’s bankruptcy or insolvency laws.

 

18


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

4.    INVESTMENTS IN DERIVATIVES (continued)

 

The following table sets forth the Fund’s net exposure for derivative instruments that are subject to enforceable master netting arrangements or similar agreements as of June 30, 2013:

 

Offsetting of Derivatives Assets:                         Gross Amounts Available for
Offset But Not Netted in the
Statement of Assets and Liabilities
        
Derivatives   

Gross Amounts of

Recognized Assets

    

Gross Amounts offset in the

Statement of Assets and

Liabilities

    

Net Amounts of Assets

Presented in the Statement

of Assets and Liabilities

    

Financial

Instruments

    

Cash Collateral

Received

     Net Amount(1)  
Futures Contracts*    $ 223,908       $       $ 223,908       $       $       $ 223,908   

 

* Exchange Traded Futures — Credit Suisse Securities LLC as Futures Commission Merchant

 

(1) Net amount represents the net amount due from the counterparty in the event of a default based on the contractual set-off rights under the agreement.

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.

For the six months ended June 30, 2013, 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
    Effective Net
Management Fee Rate
 
  0.79%        0.71     0.68     0.66     0.65     0.79     0.77 %* 

 

* GSAM has agreed to waive a portion of its management fee payable by the Fund in an amount equal to any management fees it earns as an investment adviser to any of the affiliated funds in which the Fund invests through at least April 30, 2014. Prior to such date GSAM may not terminate the arrangement without the approval of the Trustees.

B.  Distribution and Service Plan — The Trust, on behalf of the Service Shares of the Fund, has adopted a Distribution and Service Plan (the “Plan”). Under the Plan, 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, equal to, on an annual basis, 0.25% of the Fund’s average daily net assets.

C.  Transfer Agency Agreement — Goldman Sachs also serves as the transfer agent of the Fund for a fee pursuant to Transfer Agency Agreement. The fees charged for such transfer agency services are accrued daily and paid monthly at an annual rate of 0.02% of the average daily net assets of the Fund.

 

19


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

5.    AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

D.  Line of Credit Facility — As of June 30, 2013, the Fund participated in a $780,000,000 committed, unsecured revolving line of credit facility (the “facility”) together with other funds of the Trust and registered investment companies having management agreements with GSAM or its affiliates (“Other Borrowers”). Pursuant to the terms of the facility, the Fund and Other Borrowers could increase the credit amount by an additional $220,000,000, for a total of up to $1,000,000,000. 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 six months ended June 30, 2013, the Fund did not have any borrowings under the facility. Prior to May 8, 2013, the committed amount available through the facility was $630,000,000.

E.  Other Expense Agreements and Affiliated Transactions — GSAM has agreed to limit certain “Other Expense” of the Fund (excluding transfer agent fees and expenses, taxes, interest, brokerage fees, litigation, indemnification, shareholder meeting and other 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 limitation as an annual percentage rate of average daily net assets for the Fund is 0.004%. This Other Expense limitation will remain in place through at least April 30, 2014, and prior to such date GSAM may not terminate the arrangement without the approval of the Trustees. For the six months ended June 30, 2013, GSAM reimbursed $173,706 to the Fund. 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” limitation described above. For the six months ended June 30, 2013, custody fee credits were $5,069.

As of June 30, 2013, the amounts owed to affiliates of the Fund were $28,935, $10,476, and $838 for management, distribution and service, and transfer agent fees, respectively.

F.  Other Transactions with Affiliates — The following table provides information about the investment in shares of a fund of which the Fund is an affiliate for the period ended June 30, 2013:

 

Name of Affiliated Fund   Number of
Shares Held
Beginning of Period
    Shares Bought     Shares Sold     Number of
Shares Held
End of Period
    Value at End
of Period
    Dividend
Income
 
Goldman Sachs Financial Square Government Fund     2,562,496        3,380,892        (571,196     5,372,192      $ 5,372,192      $ 285   

 

20


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

6.    PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended June 30, 2013, were as follows:

 

Purchases of

U.S. Government
and Agency Obligations

    Purchases (Excluding
U.S. Government and
Agency Obligations
   

Sales and

Maturities of
U.S. Government and
Agency Obligations

   

Sales and

Maturities (Excluding
U.S. Government and
Agency Obligations

 
  $2,972,361      $ 17,168,145      $ 11,936,898      $ 8,859,514   

7.    TAX INFORMATION

As of June 30, 2013, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:

 

Tax cost    $ 34,001,779   
Gross unrealized gain      381,015   
Gross unrealized loss      (44,542
Net unrealized security gain    $ 336,473   

The difference between GAAP-basis and tax-basis unrealized gains (losses) is attributable primarily to wash sales and net mark to market gains (losses) on regulated futures contracts.

GSAM has reviewed the Fund’s tax positions for all open tax years (the current and prior three years, as applicable) and has concluded that no provision for income tax is required in the Fund’s financial statements. Such open tax years remain subject to examination and adjustment by tax authorities.

8.    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. Investments in emerging markets may be subject to greater custody risks than investments in more developed markets. Custody services in emerging market countries are often undeveloped and may be less regulated than in more developed countries, and thus may not afford the same level of investor protection as would apply in developed countries.

Shareholder Concentration Risk — Certain funds, accounts, individuals, or Goldman Sachs affiliates may from time to time own (beneficially or of record) or control a significant percentage of the Fund’s shares. Redemptions by these entities of their holdings in the Fund may impact the Fund’s liquidity and NAV. These redemptions may also force the Fund to sell securities.

 

The accompanying notes are an integral part of these financial statements.   21


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

8.    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 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.

Liquidity Risk — The Fund may make investments that are illiquid or that may become less liquid in response to market developments or adverse investor perceptions. Illiquid investments may be more difficult to value. Liquidity risk may also refer to the risk that a Fund will not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. To meet redemption requests, the 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 fails to perform or that an institution or entity with which the Fund has unsettled or open transactions defaults.

Investing in foreign markets may involve special risks and considerations not typically associated with investing in the U.S. These risks include revaluation of currencies, high rates of inflation, repatriation restrictions on income and capital, and adverse political and economic developments. Moreover, securities issued in these markets may be less liquid, be subject to government ownership controls, have delayed settlements and their prices may be more volatile than those of comparable securities in the U.S.

Non-Diversification Risk — The Fund is non-diversified, meaning that 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.

Industry Concentration Risk — The Fund will not invest more than 25% of the value of its total assets in the securities of one or more issuers conducting their principal business activities in the same industry, except that, to the extent that an industry represents 20% or more of the Fund’s index at the time of investment, the Fund may invest up to 35% of its assets in that industry. Concentrating Fund investments in issuers conducting business in the same industry will subject the Fund to a greater risk of loss as a result of adverse economic, business or other developments affecting that industry than if its investments were not so concentrated.

 

22


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

 

 

9.    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.

10.    OTHER MATTERS

Other — On February 8, 2012, the Commodity Futures Trading Commission (CFTC) adopted amendments to several of its rules relating to commodity pool operators, including Rule 4.5. The Fund currently relies on Rule 4.5’s exclusion from CFTC regulation for regulated investment companies. GSAM is currently evaluating the amendments and their impact, if any, on the Fund’s financial statements.

11.    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.

 

23


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Fund Expenses — Period Ended June 30, 2013 (Unaudited)   

As a shareholder of the Service Shares of the Fund, you incur ongoing costs, including management fees, distribution and service (12b-1) fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2013 through June 30, 2013.

Actual Expenses — The first line 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 in the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual net expense ratio 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. As a shareholder of the Fund, you do not incur any transaction costs, such as sales charges, redemption fees, or exchange fees, but shareholders of other funds may incur such costs. 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 whose shareholders may incur transaction costs.

 

     Beginning
Account Value
1/01/13
    Ending
Account Value
6/30/13
    Expenses Paid
for the
6  Months
Ended
6/30/13
*
 
Actual   $ 1,000      $ 1,063.70      $ 5.22   
Hypothetical 5% return     1,000        1,019.74     5.11   

 

* Expenses are calculated using the Fund’s annualized net expense ratio, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2013. 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 ratio for the period was 1.02%.

 

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

 

24


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

 

Background

The Goldman Sachs Global Markets Navigator Fund (the “Fund”) is an investment portfolio of Goldman Sachs Variable Insurance 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, 2014 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 12-13, 2013 (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 a group of similar mutual funds, as provided by the Investment Adviser, using the peer group identified 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 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;

 

25


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

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

 

  (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, other information regarding portfolio trading and how the Investment Adviser carries out its duty to seek best execution;
  (l)   the manner in which portfolio manager compensation is determined, and the number and types of accounts managed by the portfolio managers;
  (m)   the nature and quality of the services provided to the Fund by 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 paid by the Fund’s Service Shares. 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. 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.

 

26


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

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

 

Investment Performance

The Trustees also considered the investment performance of the Fund. In this regard, they compared the investment performance of the Fund to its peers using performance information prepared by the Investment Adviser using the peer group identified by the Outside Data Provider. The Trustees also reviewed the Fund’s investment performance relative to its performance benchmark. In each case, this information was provided for the three-month period ending March 31, 2013 (the Fund commenced operations in April 2012). In addition, they reviewed 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/or 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 how the Investment Adviser’s approach to risk monitoring and management influences portfolio management.

The Trustees noted that the Fund had launched on April 16, 2012 and did not yet have a meaningful performance history.

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 a 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 2012 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. 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. They also noted that the Investment Adviser did not manage institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, and therefore this type of fee comparison was not possible.

In addition, the Trustees noted that shareholders are able to redeem their Fund shares at any time if they 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 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 reviewed the report of the internal audit group within the Goldman Sachs organization, which included an assessment of the reasonableness and consistency of the Investment Adviser’s expense allocation methodology and an evaluation of the accuracy of the Investment Adviser’s profitability analysis calculations. Profitability data for the Trust and the Fund were provided for 2012, 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.

 

27


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

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

 

Economies of Scale

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

 

First $1 billion     0.79
Next $1 billion     0.71   
Next $3 billion     0.68   
Next $3 billion     0.66   
Over $8 billion     0.65   

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 a exceed 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.

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 relationship 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) trading efficiencies resulting from aggregation of orders of the Fund with those for other funds or accounts managed by the Investment Adviser; (d) the Investment Adviser’s ability to leverage the infrastructure designed to service the Fund on behalf of its other clients; (e) the Investment Adviser’s ability to cross-market other products and services to Fund shareholders; (f) Goldman Sachs’ retention of certain fees as Fund Distributor; (g) 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 (h) 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 open to doing 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.

 

28


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

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

 

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) improved servicing from vendors because of the volume of business generated by the Investment Adviser and its affiliates; (c) improved 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 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. The Trustees noted the competitive nature of the mutual fund marketplace, and noted further 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 fees paid by the Fund were reasonable in light of the services provided to it by the Investment Adviser, the Investment Adviser’s costs and the Fund’s current and reasonably foreseeable asset levels. The Trustees unanimously concluded that the Investment Adviser’s continued management 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, 2014.

 

29


TRUSTEES   OFFICERS

Ashok N. Bakhru, Chairman

Donald C. Burke

John P. Coblentz, Jr.

Diana M. Daniels

Joseph P. LoRusso

James A. McNamara

Jessica Palmer

Alan A. Shuch

Richard P. Strubel

 

GOLDMAN, SACHS & CO.

Distributor and Transfer Agent

 

 

James A. McNamara, President

George F. Travers, Principal Financial Officer

Caroline L. Kraus, Secretary

Scott M. McHugh, Treasurer

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Investment Adviser

200 West Street, New York

New York 10282

Visit our web site at www.goldmansachsfunds.com/vit to obtain the most recent month-end returns.

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 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-621-2550; and (ii) on the Securities and Exchange Commission (“SEC”) web site at http://www.sec.gov.

The 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 Form N-Q is 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. Forms N-Q may be obtained upon request and without charge by calling 1-800-621-2550.

Holdings and allocations shown are as of June 30, 2013 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.

The portfolio risk management process includes an effort to monitor and manage risk, but does not imply low risk.

Shares of the Goldman Sachs VIT Funds are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you may realize with respect to your investments. Ask your representative for more complete information. Please consider a fund’s objectives, risks and charges and expenses, and read the prospectus carefully before investing. The prospectus contains this and other information about the Fund.

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 Institution or from Goldman, Sachs & Co. by calling 1-800-621-2550.

This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman Sachs Variable Insurance Trust: Goldman Sachs Global Markets Navigator Fund.

© 2013 Goldman Sachs. All rights reserved.

VITNAVSAR13/106772.MF.MED.TMPL/8/2013


Goldman

Sachs Variable Insurance Trust

Goldman Sachs

Large Cap Value Fund

 

Semi-Annual Report

June 30, 2013

 

LOGO


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE 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.

Shares of the Goldman Sachs Variable Insurance Trust — Goldman Sachs Large Cap Value Fund are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you realize with respect to your investments. Ask your representative for more complete information. Please consider the Fund’s objective, risks and charges and expenses, and read the Prospectus carefully before investing. The Prospectus contains this and other information about the Fund.

The Goldman Sachs Large Cap Value Fund invests primarily in large-capitalization U.S. equity investments. 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. Different investment styles (e.g., “value”) tend to shift in and out of favor, and at times the Fund may underperform other funds that invest in similar asset classes.

 

1


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

INVESTMENT OBJECTIVE

The Fund seeks long-term capital appreciation.

 

 

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Value Portfolio Management Team discusses the Goldman Sachs Variable Insurance Trust — Goldman Sachs Large Cap Value Fund’s (the “Fund”) performance and positioning for the six-month period ended June 30, 2013 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Institutional and Service Shares generated cumulative total returns of 15.33% and 15.16%, respectively. These returns compare to the 15.90% cumulative total return of the Fund’s benchmark, the Russell 1000® Value Index (with dividends reinvested) (the “Russell Index”) during the same time period.

What economic and market factors most influenced the equity markets as a whole during the Reporting Period?

Representing the U.S. equity market, the S&P® 500 Index gained 13.82% during the Reporting Period, making it the strongest first half since 1998.

U.S. equities, as represented by the S&P® 500 Index, extended their rally from 2012 with a strong first quarter in 2013. Indeed, the S&P® 500 Index finished the first quarter of 2013 with significant gains, making a five-year high during these months. The Dow Jones Industrial Average also hit a new record high during the first calendar quarter.

Despite the overhang of automatic spending cuts, or sequestration, that went into effect in March 2013, U.S. equity markets reflected a variety of improving economic indicators. Strong momentum in the housing market continued, as the Case-Shiller Index of house prices rose 8.1% in January 2013, year-over-year the fastest pace since mid-2006. The employment picture also improved, with the unemployment rate dropping to 7.7%. Strong retail sales suggested consumers may have been feeling the effects of better housing and labor market conditions.

After a strong start to the second quarter of 2013, bullish sentiment began to fade, and the U.S. equity rally halted in mid-May 2013 when Federal Reserve (“Fed”) Chair Bernanke announced the potential “tapering” of the pace of quantitative easing asset purchases. U.S. equity markets reacted negatively again in June to news the slowing of the asset purchase program could begin later this year, with the program ending by the middle of 2014 if the economy grows as expected. U.S. equity markets calmed toward the end of the month as a downward revision of first quarter Gross Domestic Product (“GDP”) from 2.4% to 1.8% supported reassurance from the Fed that it would only begin reducing asset purchases if the economy was clearly on track. Still, the S&P® 500 Index declined modestly in June 2013, ending seven consecutive months of gains and muting returns for the quarter as a whole. Even with that, both the S&P® 500 Index and the Dow Jones Industrial Average made fresh record highs, fueled by the continued strong rebound in house prices during the second calendar quarter, and returns for the Reporting Period overall were still significantly up.

For the Reporting Period as a whole, all ten sectors within the S&P® 500 Index posted gains. Health care did best, followed closely by consumer discretionary and financials. Conversely, materials performed worst, as commodity prices were volatile in part due to a slowing Chinese economy. Information technology, utilities, telecommunication services and energy were also comparatively weak, though still producing positive returns.

All segments of the U.S. equity market advanced during the Reporting Period, with small-cap stocks, as measured by the Russell 2000® Index gaining most, followed by mid-cap stocks and then large-cap stocks, as measured by the Russell Midcap® Index and the Russell 1000® Index, respectively. From a style perspective, value-oriented stocks solidly outpaced growth-oriented stocks in the large-cap and mid-cap segments of the U.S. equity market; however, growth stocks substantially outperformed value stocks in the small-cap segment of the U.S. equity market. (All as measured by the Russell Investments indices.)

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

Stock selection overall had the greatest effect on the Fund’s performance relative to the Russell Index during the Reporting Period.

 

2


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Which equity market sectors most significantly affected Fund performance?

Stock selection in the information technology, consumer discretionary, utilities and consumer staples sectors hurt the Fund’s performance most relative to the Russell Index. Partially offsetting these detractors was effective stock selection in the health care, industrials and energy sectors, which contributed positively.

Which stocks detracted significantly from the Fund’s performance during the Reporting Period?

Detracting most from the Fund’s results relative to its benchmark index were positions in information storage provider EMC, fertilizer producer CF Industries Holdings and oil and gas exploration and production company Devon Energy.

During the Reporting Period, the Fund’s holding in EMC detracted from its performance and was the top detractor in the information technology sector. Shares of EMC were negatively impacted by disappointing results and guidance from virtualization software and services provider VMware, in which EMC holds a majority stake. In our view, VMware was facing tough results comparisons following rapid growth, and at the end of the Reporting Period, we continued to believe the outlook for virtualization is favorable. Additionally, we believed concerns surrounding EMC’s core data storage business stemmed from the unfavorable macro environment late in 2012 rather than from any company-specific issues. While governments’ technology budgets may be tightened in 2013, EMC’s management expects stronger global information technology spending by corporations to offset any weakness. In our view, EMC’s high-end and mid-tier storage products could continue to record consistent market share growth through both product innovation and channel expansion. As an industry leader, we found shares of EMC attractively valued and thus added to the Fund’s position in the information storage company during the Reporting Period.

We bought and sold the Fund’s position in CF Industries Holdings during the Reporting Period. Shares of the global manufacturer and distributor of nitrogen and phosphate fertilizer products traded lower following weak planting volumes, negative pressure on fertilizer prices due to excess supply, and a rise in natural gas prices, a fundamental cost component for CF Industries Holdings. Strict to our sell discipline, as a key point to our investment thesis became invalidated, we sold out of the stock in favor of other names with what we considered to have more favorable risk/reward profiles.

Shares of Devon Energy traded down during the Reporting Period, as oil prices declined. We continued to believe the value of Devon Energy’s large, North American asset base is not fully recognized at its market price at the end of the Reporting Period. We thus were positive on the company’s announcement to form a master limited partnership with assets from its midstream business1. Its management has indicated it is open to taking additional steps to unlock the value within the company’s large asset base. In our view, Devon Energy maintains a strong balance sheet, which, along with its joint venture partnerships, may help speed up the development of its oil properties. In addition, we believe the company’s cash flow should increase in 2013 as the company spends less on acquiring new acreage.

What were some of the Fund’s best-performing individual stocks?

The Fund benefited most relative to the Russell Index from positions in Vertex Pharmaceuticals, Boeing and Prudential Financial.

Vertex Pharmaceuticals was the top contributor to the Fund’s performance during the Reporting Period. Supportive trial data was released on one of its cystic fibrosis drugs in development, causing the company’s shares to spike with the now more likely regulatory approval of the treatment. At the end of the Reporting Period, we believed Vertex Pharmaceuticals had an attractive risk/reward profile and was well positioned to grow its addressable market through its cystic fibrosis franchise. In addition, we believe the value of the company’s hepatitis-C franchise has been underestimated by the market, which could lead to significant upside in its stock. In our view, Vertex Pharmaceuticals has a robust pipeline of new treatments and maintains a healthy balance sheet that could help fund research on additional therapies.

During the second quarter of 2013, aerospace and defense company Boeing benefited from strength in its commercial and defense businesses as well as from the resumption of 787 Dreamliner passenger flights and deliveries. At the end of the Reporting Period, we saw further upside for the stock and believed Boeing was on track to significantly increase its free cash flow generation as commercial aircraft delivery rates increase. In our view, Boeing maintains a strong backlog that provides high visibility into the company’s outlook.

 

1  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 business can include, but are not limited to, those that process, store, market and transport various energy commodities.)

 

3


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Shares of Prudential Financial gained as the company reported strong first quarter 2013 results and as the steepening yield curve was viewed as a positive for the broader financials sector. At the end of the Reporting Period, we continued to believe the company’s line of insurance, savings and other retirement products provide it with attractive growth prospects to serve aging populations in the U.S. and abroad. In addition, we believed Prudential Financial has substantial excess capital, which it has been returning to shareholders in the form of dividends and share repurchases. Toward the end of the Reporting Period, the company announced share repurchase authorizations up to $1.0 billion through the end of June 2014.

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

During the Reporting Period, we did not use derivatives as part of an active management strategy.

Did the Fund make any significant purchases or sales during the Reporting Period?

We initiated a Fund position in Toll Brothers, a designer, builder and marketer of premium homes during the second quarter of 2013. In our view, shares of the home builder suffered from transient issues during the first quarter of 2013, providing a buying opportunity. We believe Toll Brothers should be positioned to benefit from continued recovery of the U.S. housing market, as new home orders and revenues are still well below peaks seen between 2005 and 2007. We feel Toll Brothers has a high quality asset base located in opportunistic regions of the U.S., including the mid-Atlantic and tri-state area. Furthermore, we expect a tightening in supply and demand to create a favorable pricing environment, which may lead to a rise in gross profit margins on new homes along with an increase in land values, which was not reflected in the share price at the time of our purchase of the stock.

Also during the second quarter of 2013, we established a Fund position in Covidien, a developer and manufacturer of medical devices. We expect the company to benefit from a pick-up in overall health care spending, along with a ramp-up in medical device utilization as reimbursement and regulatory uncertainties subside. In addition, we believe the company may spin out its pharmaceutical business, which could allow its management to better focus on its core medical device business.

We sold the Fund’s position in General Motors. Shares of General Motors declined after the company reported a weaker than expected fourth quarter 2012 profit, citing wider losses in Europe and higher costs in North America than anticipated. Despite attempts to break even in Europe during 2013, General Motors’ earnings declined 13.8% in the first quarter of 2013 on continued weakness in the European market. We grew concerned with General Motors’ business in both Europe and China. Although we continue to see upside in General Motors, particularly in the North American market, we decided to exit the Fund’s position in favor of what we considered to be more attractive risk/reward opportunities.

Since we initiated the Fund’s position in Occidental Petroleum in September 2007, the company gained an annualized 10.3% compared to 3.8% for the S&P 500 Index. Our price target for the company was reached following the strong share price appreciation in the second quarter of 2013. In our view, its shares had become fairly valued, and we decided to sell the Fund’s position.

Were there any notable changes in the Fund’s weightings during the Reporting Period?

In constructing the Fund’s portfolio, we focus on picking stocks rather than on making industry or sector bets. We seek to outpace the benchmark index by overweighting stocks that we expect to outperform and underweighting those that we think may lag. Consequently, changes in its sector weights are generally the direct result of individual stock selection or of stock appreciation or depreciation. That said, during the Reporting Period, the Fund’s exposure to health care, industrials, information technology and materials increased compared to the Russell Index. The Fund’s allocations compared to the benchmark index in consumer discretionary, consumer staples and utilities decreased. The Fund’s position in cash also decreased during the Reporting Period.

How was the Fund positioned relative to its benchmark index at the end of the Reporting Period?

At the end of June 2013, the Fund had overweighted positions relative to the Russell Index in the information technology, health care, consumer discretionary and industrials sectors. On the same date, the Fund had underweighted positions compared to the Russell Index in financials, telecommunication services, utilities and energy, and was rather neutrally weighted to the Russell Index in consumer staples and materials.

 

 

4


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

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

As we enter the second half of 2013, we continue to be constructive on the U.S. equity market. Despite a strong first half of 2013, we believe the case for investing in U.S. equities remains compelling. In our view, at the end of the Reporting Period, valuations were reasonable, as the S&P 500 Index was trading below its historical average price-to-earnings (P/E) multiple and offered a dividend yield of approximately 2%. We believe the strength of corporate balance sheets provides companies with a number of options to enhance shareholder value going forward. Signs of improving U.S. economic growth remained intact at the end of June 2013, supported by a continued recovery in the U.S. housing market and in consumer confidence. However, some headwinds also remained, given market concerns about the Fed tapering asset purchases, rising interest rates, fiscal policy’s drag on economic growth and global economic weakness. We believe it is important to recognize that rising interest rates and advancing equity markets are not necessarily mutually exclusive. We feel equities have the potential to continue to rise in an increasing rate environment driven by improving U.S. economic growth and given that the absolute level of rates still remains low by historical standards. Additional catalysts could be improved sentiment and increased flows into equities.

Our fundamental, bottom-up research process continues to drive our stock selection, while short-term “noise” in the market — headlines or sentiment — enables us to manage position sizes opportunistically. We have high conviction in the companies the Fund owns and believe they have the potential to outperform relative to the broader U.S. equity market regardless of economic growth conditions. As we look ahead to the second half of 2013, we continue to focus on undervalued companies in control of their own destiny, such as innovators with differentiated products in their industry, companies with low cost structures or companies with financial flexibility that have been investing in their own businesses and may be poised to gain market share. We maintain our discipline in seeking to identify companies with strong or improving balance sheets, led by quality management teams and trading at discounted valuations. As always, deep research resources, a forward-looking investment process and truly actively managed portfolios are keys, in our view, to both preserving capital and outperforming the market over the long term.

 

5


FUND BASICS

 

Large Cap Value Fund

as of June 30, 2013

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/13    One Year      Five Years      Ten Years      Since Inception      Inception Date
Institutional      26.36      3.49      6.86      3.84    1/12/98
Service      26.08         3.23         N/A         0.73       7/24/07

 

1  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 (“NAV”). Because Institutional and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, 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 total return figures in the above chart. Please visit www.goldmansachsfunds.com/vit to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Institutional        0.74      0.78
Service        0.99         1.03   

 

2  The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectus for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2014, 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 6/30/133

 

Holding      % of Net Assets      Line of Business
General Electric Co.        4.9%       Capital Goods
Exxon Mobil Corp.        4.8      Energy
Citigroup, Inc.        3.2      Diversified Financials
JPMorgan Chase & Co.        3.1      Diversified Financials
Pfizer, Inc.        2.9      Pharmaceuticals, Biotechnology & Life Sciences
Merck & Co., Inc.        2.9      Pharmaceuticals, Biotechnology & Life Sciences
The Boeing Co.        2.5      Capital Goods
Bank of America Corp.        2.5      Diversified Financials
Prudential Financial, Inc.        2.3      Insurance
EMC Corp.        2.3      Technology Hardware & Equipment

 

3  The top ten holdings may not be representative of the Fund’s future investments.

 

6


FUND BASICS

 

 

 

FUND vs. BENCHMARK SECTOR ALLOCATIONS4

As of June 30, 2013

 

 

LOGO

 

 

 

4  The Fund is actively managed and, as such, its composition may differ over time. Consequently, the Fund’s overall sector allocations may differ from percentages contained in the graph above. The graph categorizes investments using Global Industry Classification Standard (“GICS”), however, the sector classifications used by the portfolio management team may differ from GICS. Underlying industry sector allocations of exchange traded funds (“ETFs”) held by the Fund are not reflected 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.

 

7


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Schedule of Investments

June 30, 2013 (Unaudited)

 

Shares      Description    Value  
  Common Stocks – 99.4%   

 

Banks – 2.0%

  
  310,732       Comerica, Inc.    $ 12,376,455   
  350,687       SunTrust Banks, Inc.      11,071,189   
     

 

 

 
        23,447,644   

 

 

 

 

Capital Goods – 9.4%

  
  110,688       General Dynamics Corp.      8,670,191   
  2,439,868       General Electric Co.      56,580,539   
  547,584       Textron, Inc.      14,264,563   
  286,601       The Boeing Co.      29,359,407   
     

 

 

 
        108,874,700   

 

 

 

 

Commercial & Professional Services – 1.3%

  
  362,841       Waste Management, Inc.      14,633,378   

 

 

 

 

Consumer Durables & Apparel – 2.3%

  
  79,474       Fossil Group, Inc.*      8,210,459   
  582,339       Toll Brothers, Inc.*      19,001,722   
     

 

 

 
        27,212,181   

 

 

 

 

Consumer Services – 1.8%

  
  700,371       MGM Resorts International*      10,351,483   
  172,677       Starwood Hotels & Resorts Worldwide, Inc.      10,911,460   
     

 

 

 
        21,262,943   

 

 

 

 

Diversified Financials – 12.2%

  
  2,222,859       Bank of America Corp.      28,585,967   
  262,644       Capital One Financial Corp.      16,496,670   
  784,700       Citigroup, Inc.      37,642,059   
  674,972       JPMorgan Chase & Co.      35,631,772   
  1,015,518       SLM Corp.      23,214,741   
     

 

 

 
        141,571,209   

 

 

 

 

Energy – 13.8%

  
  102,643       Apache Corp.      8,604,563   
  409,266       BP PLC ADR      17,082,763   
  194,184       ConocoPhillips      11,748,132   
  491,453       Devon Energy Corp.      25,496,582   
  615,518       Exxon Mobil Corp.      55,612,051   
  578,885       Halliburton Co.      24,151,082   
  486,295       Southwestern Energy Co.*      17,764,356   
     

 

 

 
        160,459,529   

 

 

 

 

Food & Staples Retailing – 2.2%

  
  202,530       Walgreen Co.      8,951,826   
  222,338       Wal-Mart Stores, Inc.      16,561,958   
     

 

 

 
        25,513,784   

 

 

 

 

Food, Beverage & Tobacco – 4.1%

  
  194,109       Anheuser-Busch InBev NV ADR      17,520,278   
  259,497       Mondelez International, Inc. Class A      7,403,449   
  163,146       Monster Beverage Corp.*      9,914,383   
  141,639       Philip Morris International, Inc.      12,268,770   
     

 

 

 
        47,106,880   

 

 

 
  Common Stocks – (continued)   

 

Health Care Equipment & Services – 5.0%

  
  151,431       Aetna, Inc.    $ 9,621,926   
  105,229       C. R. Bard, Inc.      11,436,288   
  299,524       Covidien PLC      18,822,088   
  271,474       UnitedHealth Group, Inc.      17,776,117   
     

 

 

 
        57,656,419   

 

 

 

 

Insurance – 8.1%

  
  457,878       American International
Group, Inc.*
     20,467,147   
  112,874       Everest Re Group Ltd.      14,477,219   
  509,551      

Hartford Financial Services

Group, Inc.

     15,755,317   
  370,097       Prudential Financial, Inc.      27,028,184   
  205,639       The Travelers Companies, Inc.      16,434,669   
     

 

 

 
        94,162,536   

 

 

 

 

Materials – 2.6%

  
  254,862       Eastman Chemical Co.      17,842,888   
  186,491       LyondellBasell Industries NV Class A      12,356,894   
     

 

 

 
        30,199,782   

 

 

 

 

Media – 4.0%

  
  388,546       CBS Corp. Class B      18,988,243   
  246,906       Liberty Global PLC Series A*      18,290,796   
  132,197       Viacom, Inc. Class B      8,996,006   
     

 

 

 
        46,275,045   

 

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences – 9.3%

  
  514,908       Ariad Pharmaceuticals, Inc.*      9,005,741   
  203,627       Eli Lilly & Co.      10,002,158   
  717,464       Merck & Co., Inc.      33,326,203   
  295,082       Mylan, Inc.*      9,156,395   
  1,206,032       Pfizer, Inc.      33,780,956   
  150,382       Vertex Pharmaceuticals, Inc.*      12,011,010   
     

 

 

 
        107,282,463   

 

 

 

 

Real Estate Investment Trust – 2.1%

  
  102,994       American Tower Corp.      7,536,071   
  124,939       AvalonBay Communities, Inc.      16,855,520   
     

 

 

 
        24,391,591   

 

 

 

 

Retailing – 2.5%

  
  311,868       L Brands, Inc.      15,359,499   
  320,173       Lowe’s Companies, Inc.      13,095,076   
     

 

 

 
        28,454,575   

 

 

 

 

Semiconductors & Semiconductor Equipment – 2.9%

  
  670,208       Altera Corp.      22,110,162   
  263,775       Lam Research Corp.*      11,695,783   
     

 

 

 
        33,805,945   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

 

 

Shares      Description    Value  
  Common Stocks – (continued)   

 

Software & Services – 3.1%

  
  199,693       Adobe Systems, Inc.*    $ 9,098,013   
  13,290       Google, Inc. Class A*      11,700,117   
  489,764       Oracle Corp.      15,045,550   
     

 

 

 
        35,843,680   

 

 

 

 

Technology Hardware & Equipment – 4.7%

  
  39,912       Apple, Inc.      15,808,345   
  1,114,737       EMC Corp.      26,330,088   
  645,682       Juniper Networks, Inc.*      12,468,119   
     

 

 

 
        54,606,552   

 

 

 

 

Telecommunication Services – 1.2%

  
  397,464       AT&T, Inc.      14,070,226   

 

 

 

 

Utilities – 4.8%

  
  141,114       DTE Energy Co.      9,456,049   
  440,306       Exelon Corp.      13,596,649   
  112,787       NextEra Energy, Inc.      9,189,885   
  260,633       PG&E Corp.      11,918,747   
  139,190       Sempra Energy      11,380,175   
     

 

 

 
        55,541,505   

 

 

 
  TOTAL INVESTMENTS – 99.4%   
  (Cost $992,116,411)    $ 1,152,372,567   

 

 

 

 
 

OTHER ASSETS IN EXCESS OF
LIABILITIES – 0.6%

     6,569,275   

 

 

 
  NET ASSETS – 100.0%    $ 1,158,941,842   

 

 

 

 

The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
*   Non-income producing security.

 

Investment Abbreviation:
ADR   —American Depositary Receipt

 

The accompanying notes are an integral part of these financial statements.   9


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Statement of Assets and Liabilities

June 30, 2013 (Unaudited)

 

  
Assets:       

Investments, at value (cost $992,116,411)

   $ 1,152,372,567   

Cash

     4,025,397   

Receivables:

  

Investments sold

     19,493,688   

Dividends

     1,873,761   

Fund shares sold

     438,850   

Reimbursement from investment adviser

     53,728   

Other assets

     4,440   
Total assets      1,178,262,431   
  
Liabilities:       

Payables:

  

Investments purchased

     17,683,349   

Amounts owed to affiliates

     870,715   

Fund shares redeemed

     649,655   

Accrued expenses

     116,870   
Total liabilities      19,320,589   
  
Net Assets:       

Paid-in capital

     906,713,789   

Undistributed net investment income

     8,149,054   

Accumulated net realized gain

     83,822,843   

Net unrealized gain

     160,256,156   
NET ASSETS    $ 1,158,941,842   

Net Assets:

  

Institutional

   $ 370,598,875   

Service

     788,342,967   

Total Net Assets

   $ 1,158,941,842   

Shares of beneficial interest outstanding $0.001 par value (unlimited shares authorized):

  

Institutional

     29,872,647   

Service

     63,678,724   

Net asset value, offering and redemption price per share:

  

Institutional

     $12.41   

Service

     12.38   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Statement of Operations

For the Six Months Ended June 30, 2013 (Unaudited)

 

  

Investment income:

 

Dividends (net of foreign taxes withheld of $21,749)

   $ 11,379,194   
  
Expenses:       

Management fees

     4,258,053   

Distribution and Service fees — Service Class

     976,792   

Transfer Agent fees(a)

     115,018   

Printing and mailing costs

     66,478   

Custody, accounting and administrative services

     45,793   

Professional fees

     37,788   

Trustee fees

     9,306   

Other

     13,154   
Total expenses      5,522,382   

Less — expense reductions

     (196,377
Net expenses      5,326,005   
NET INVESTMENT INCOME      6,053,189   
  
Realized and unrealized gain:       

Net realized gain from investments (including commissions recaptured of $115,720)

     86,611,616   

Net change in unrealized gain on investments

     69,470,220   
Net realized and unrealized gain      156,081,836   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $ 162,135,025   

(a) Institutional and Service Shares had Transfer Agent fees of $36,881 and $78,137, respectively.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Statements of Changes in Net Assets

 

    

For the

Six Months Ended

June 30, 2013
(Unaudited)

   

For the

Fiscal Year Ended

December 31, 2012

 
    
From operations:  

Net investment income

   $ 6,053,189      $ 14,811,591   

Net realized gain

     86,611,616        115,785,338   

Net change in unrealized gain

     69,470,220        76,484,258   
Net increase in net assets resulting from operations      162,135,025        207,081,187   
    
Distributions to shareholders:             

From net investment income

    

Institutional Shares

            (4,850,997

Service Shares

            (8,140,528

From net realized gains

    

Institutional Shares

            (8,570,410

Service Shares

            (17,965,988
Total distributions to shareholders             (39,527,923
    
From share transactions:             

Proceeds from sales of shares

     33,769,315        111,767,606   

Reinvestment of distributions

            39,527,923   

Cost of shares redeemed

     (123,216,968     (511,813,315
Net decrease in net assets resulting from share transactions      (89,447,653     (360,517,786
TOTAL INCREASE (DECREASE)      72,687,372        (192,964,522
    
Net assets:             

Beginning of period

     1,086,254,470        1,279,218,992   

End of period

   $ 1,158,941,842      $ 1,086,254,470   
Undistributed net investment income    $ 8,149,054      $ 2,095,865   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

          Income (loss) from
investment operations
    Distributions to shareholders                                            
Year - Share Class   Net asset
value,
beginning
of period
    Net
investment
income(a)
   

Net

realized
and
unrealized
gain (loss)

    Total from
investment
operations
    From net
investment
income
    From
net
realized
gains
    Total
distributions
    Net asset
value,
end of
period
    Total
return(b)
    Net assets,
end of
period
(in 000s)
    Ratio of
net expenses
to average
net assets
    Ratio of
total
expenses
to average
net assets
   

Ratio of
net investment
income

to average

net assets

    Portfolio
turnover
rate(c)
 

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2013 - Institutional

  $ 10.76      $ 0.07      $ 1.58      $ 1.65      $      $      $      $ 12.41        15.33   $ 370,599        0.76 %(d)      0.79 %(d)      1.22 %(d)      57

2013 - Service

    10.75        0.06        1.57        1.63                             12.38        15.16        788,343        1.01 (d)      1.04 (d)      0.97 (d)      57   
                           

FOR THE FISCAL YEARS ENDED DECEMBER 31,

 

2012 - Institutional

    9.39        0.15        1.64        1.79        (0.15     (0.27     (0.42     10.76        19.07        351,677        0.77        0.78        1.40        120   

2012 - Service

    9.38        0.12        1.64        1.76        (0.12     (0.27     (0.39     10.75        18.77        734,577        1.02        1.03        1.15        120   

2011 - Institutional

    10.24        0.14 (e)      (0.86     (0.72     (0.13            (0.13     9.39        (7.05     421,560        0.78        0.79        1.39 (e)      91   

2011 - Service

    10.23        0.12 (e)      (0.87     (0.75     (0.10            (0.10     9.38        (7.27     857,659        1.03        1.04        1.23 (e)      91   

2010 - Institutional

    9.28        0.10        0.94        1.04        (0.08            (0.08     10.24        11.20        507,146        0.80        0.80        1.02        95   

2010 - Service

    9.28        0.07        0.94        1.01        (0.06            (0.06     10.23        10.89        672,239        1.05        1.05        0.78        95   

2009 - Institutional

    7.97        0.18 (f)      1.28        1.46        (0.15            (0.15     9.28        18.32        487,962        0.81        0.81        2.18 (f)      84   

2009 - Service

    7.98        0.16 (f)      1.28        1.44        (0.14            (0.14     9.28        17.87        391,053        1.06        1.06        1.92 (f)      84   

2008 - Institutional

    12.53        0.25        (4.59     (4.34     (0.22     (g)      (0.22     7.97        (34.45     389,838        0.81        0.81        2.36        69   

2008 - Service

    12.52        0.19        (4.51     (4.32     (0.22     (g)      (0.22     7.98        (34.32     67,200        1.06        1.06        2.15        69   

 

(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 distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c) The Fund's portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund's portfolio turnover rate may be higher.
(d) Annualized.
(e) Reflects income recognized from special dividends which amounted to $0.02 per share and 0.19% of average net assets.
(f) Reflects income recognized from special dividends which amounted to $0.02 per share and 0.24% of average net assets.
(g) Amount is less than $0.005 per share.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Notes to Financial Statements

June 30, 2013 (Unaudited)

 

1.    ORGANIZATION

 

Goldman Sachs Variable Insurance Trust (the “Trust” or “VIT”) 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 Large Cap Value Fund (the “Fund”). The Fund is a diversified portfolio under the Act offering two classes of shares — Institutional and Service Shares. Shares of the Trust are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies.

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

2.    SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and require management to make estimates and assumptions that may affect the reported amounts and disclosures. Actual results may differ from those estimates and assumptions.

A.  Investment Valuation — The Fund’s valuation policy is to value investments at fair value.

B.  Investment Income and Investments — Investment income includes interest income and dividend income, net of any foreign withholding taxes, less any amounts reclaimable. Interest income is accrued daily and adjusted for amortization of premiums and accretion of discounts. Dividend income is recognized on ex-dividend date or, for certain foreign securities, as soon as such information is obtained subsequent to the ex-dividend date. Investment transactions are reflected on trade date. Realized gains and losses are calculated using identified cost. Investment transactions are recorded on the following business day for daily net asset value (“NAV”) calculations. Any foreign capital gains tax is accrued daily based upon net unrealized gains, and is payable upon sale of such investments. Distributions received from the Fund’s investments in United States (“U.S.”) real estate investment trusts (“REITs”) may be characterized as ordinary income, net capital gain or a return of capital. A return of capital is recorded by the Fund as a reduction to the cost basis of the REIT.

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.

D.  Federal Taxes and Distributions to Shareholders — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to regulated investment companies (mutual funds) and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, the Fund is not required to make any provisions for the payment of federal income tax. Distributions to shareholders are recorded on the ex-dividend date. Income and capital gains distributions, if any, are declared and paid annually.

Net capital losses are carried forward to future fiscal years and may be used to the extent allowed by the Code to offset any future capital gains. Utilization of capital loss carryforwards will reduce the requirement of future capital gains distributions.

Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

 

14


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

2.    SIGNIFICANT ACCOUNTING POLICIES (continued)

 

The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with federal income tax rules, which may differ from GAAP. The source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income, net realized gain or capital. Certain components of the Fund’s net assets on the Statement of Assets and Liabilities reflect permanent GAAP/tax differences based on the appropriate tax character.

E.  Commission Recapture — GSAM may direct portfolio trades, subject to seeking best execution, to various brokers who have agreed to rebate a portion of the commissions generated. Such rebates are made directly to the Fund as cash payments and are included in net realized gain (loss) from investments on the Statement Operations.

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS

The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these investments. The three levels of the fair value hierarchy are described below:

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 — Quoted prices in markets that are not active or financial instruments for which significant inputs are observable (including, but not limited to, quoted prices for similar investments, interest rates, foreign exchange rates, volatility and credit spreads), either directly or indirectly;

Level 3 — Prices or valuations that require significant unobservable inputs (including GSAM’s assumptions in determining fair value measurement).

The Trustees have adopted Valuation Procedures that govern the valuation of the portfolio investments held by the Fund, including investments for which market quotations are not readily available. The Trustees have delegated to GSAM day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Fund’s portfolio investments. To assess the continuing appropriateness of pricing sources and methodologies, GSAM regularly performs price verification procedures and issues challenges as necessary to third party pricing vendors or brokers, and any differences are reviewed in accordance with the Valuation Procedures.

A.  Level 1 and Level 2 Fair Value Investments — The valuation techniques and significant inputs used in determining the fair values for investments classified as Level 1 and Level 2 are as follows:

Equity Securities — Equity securities and investment companies traded on a United States (“U.S.”) securities exchange or the NASDAQ system, or those located on certain foreign exchanges, including but not limited to the Americas, are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If 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.

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.

 

15


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

Debt Securities — Debt securities for which market quotations are readily available are valued daily on the basis of quotations supplied by dealers or an independent pricing service approved by the Trustees. The pricing services may use valuation models or matrix pricing, which consider: (i) yield or price with respect to bonds that are considered comparable in characteristics such as rating, interest rate and maturity date or (ii) quotations from securities dealers to determine current value. Short-term debt obligations that mature in sixty days or less and that do not exhibit signs of credit deterioration are valued at amortized cost, which 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.

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 June 30, 2013:

 

Investment Type      Level 1        Level 2        Level 3  
Assets               
Common Stock and/or Other Equity Investments      $ 1,152,372,567         $         $   

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

 

4.    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.

For the six months ended June 30, 2013, 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
    Effective Net
Management Fee Rate
 
  0.75%        0.68     0.65     0.64     0.63     0.74     0.72 %* 

 

* GSAM agreed to waive a portion of its management fee in order to achieve a effective net management fee rate of 0.72% through April 30, 2014. Prior to such date GSAM may not terminate the arrangement without the approval of the Trustees. For the six months ended June 30, 2013, GSAM waived $116,158 of its management fee.

 

16


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

4.    AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

B.  Distribution and Service Plan — The Trust, on behalf of the Service Shares of the Fund, has adopted a Distribution and Service Plan (the “Plan”). Under the Plan, 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, equal to, on an annual basis, 0.25% of the Fund’s average daily net assets attributable to Service Shares.

C.  Transfer Agency Agreement — Goldman Sachs also serves as the transfer agent of the Fund for a fee pursuant to a Transfer Agency Agreement. The fees charged for such transfer agency services are accrued daily and paid monthly at an annual rate of 0.02% of the average daily net assets of Institutional and Service Shares.

D.  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, litigation, indemnification, shareholder meeting and other 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 limitation as an annual percentage rate of average daily net assets for the Fund is 0.004%. Prior to April 30, 2013, the Other Expense limitation for the Fund was 0.114%. These Other Expense limitations will remain in place through at least April 30, 2014, and prior to such date GSAM may not terminate the arrangement without the approval of the Trustees. For the six months ended June 30, 2013, GSAM reimbursed $74,022 to the Fund. 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 six months ended June 30, 2013, custody fee credits were $6,197.

As of June 30, 2013, the amounts owed to affiliates of the Fund were $687,684, $163,774, and $19,257 for management, distribution and service, and transfer agent fees, respectively.

E.  Line of Credit Facility — As of June 30, 2013, the Fund participated in a $780,000,000 committed, unsecured revolving line of credit facility (the “facility”) together with other funds of the Trust and registered investment companies having management agreements with GSAM or its affiliates (“Other Borrowers”). Pursuant to the terms of the facility, the Fund and Other Borrowers could increase the credit amount by an additional $220,000,000, for a total of up to $1,000,000,000. 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 six months ended June 30, 2013, the Fund did not have any borrowings under the facility. Prior to May 8, 2013, the committed amount available through the facility was $630,000,000.

F.  Other Transactions with Affiliates — For the six months ended June 30, 2013, Goldman Sachs earned $3,471 in brokerage commissions from portfolio transactions on behalf of the Fund.

5.    PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended June 30, 2013, were $646,731,579 and $724,981,385, respectively.

 

17


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

6.    TAX INFORMATION

 

As of June 30, 2013, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:

 

Tax cost    $ 1,003,340,682   
Gross unrealized gain      172,378,755   
Gross unrealized loss      (23,346,870
Net unrealized security gain    $ 149,031,885   

The difference between GAAP-basis and tax-basis unrealized gains (losses), as of the most recent fiscal year end, is attributable primarily to wash sales.

GSAM has reviewed the Fund’s tax positions for all open tax years (the current and prior three years, as applicable) and has concluded that no provision for income tax is required in the Fund’s financial statements. Such open tax years remain subject to examination and adjustment by tax authorities.

7.    OTHER RISKS

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

Shareholder Concentration Risk — Certain funds, accounts, individuals, or Goldman Sachs affiliates may from time to time own (beneficially or of record) or control a significant percentage of the Fund’s shares. Redemptions by these entities of their holdings in the Fund may impact the Fund’s liquidity and NAV. These redemptions may also force the Fund to sell securities.

Liquidity Risk — The Fund may make investments that are illiquid or that may become less liquid in response to market developments or adverse investor perceptions. Illiquid investments may be more difficult to value. Liquidity risk may also refer to the risk that a Fund will not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. To meet redemption requests, the 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 fails to perform or that an institution or entity with which the Fund has unsettled or open transactions defaults.

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.

 

18


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

10.    SUMMARY OF SHARE TRANSACTIONS

 

Share activity is as follows:

 

     For the Six Months Ended
June 30, 2013
(Unaudited)
    For the Fiscal Year Ended
December 31, 2012
 
      Shares     Dollars     Shares     Dollars  
Institutional Shares         
Shares sold      964,127      $ 11,450,348        2,229,900      $ 23,125,316   
Reinvestment of distributions                    1,248,503        13,421,407   
Shares redeemed      (3,788,866     (44,955,406     (15,685,268     (161,397,158
       (2,824,739     (33,505,058     (12,206,865     (124,850,435
Service Shares         
Shares sold      1,880,979        22,318,967        8,685,922        88,642,290   
Reinvestment of distributions                    2,430,775        26,106,516   
Shares redeemed      (6,559,041     (78,261,562     (34,228,911     (350,416,157
       (4,678,062     (55,942,595     (23,112,214     (235,667,351
NET DECREASE      (7,502,801   $ (89,447,653     (35,319,079   $ (360,517,786

 

19


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Fund Expenses — Six Month Period Ended June 30, 2013 (Unaudited)   

As a shareholder of Institutional or Service Shares of the Fund, you incur ongoing costs, including management fees, distribution and service (12b-1) fees (with respect to Service Shares) and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Institutional Shares and Service 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 January 1, 2013 through June 30, 2013.

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 ratio 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. As a shareholder of the Fund, you do not incur any transaction costs, such as sales charges, redemption fees, or exchange fees, but shareholders of other funds may incur such costs. 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 whose shareholders may incur transaction costs.

 

Share Class   Beginning
Account Value
1/01/13
    Ending
Account Value
6/30/13
    Expenses Paid
for the
6 Months
Ended
6/30/13
*
 
Institutional        
Actual   $ 1,000      $ 1,153.30      $ 4.06   
Hypothetical 5% return     1,000        1,021.03     3.81   
Service        
Actual     1,000        1,151.60        5.39   
Hypothetical 5% return     1,000        1,019.79     5.06   

 

* Expenses are calculated using the Fund’s annualized net expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2013. 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 0.76% and 1.01% for the Institutional and Service Shares, respectively.

 

+ 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.

 

20


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

 

Background

The Goldman Sachs Large Cap Value Fund (the “Fund”) is an investment portfolio of Goldman Sachs Variable Insurance 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, 2014 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 12-13, 2013 (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 a group 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”), its benchmark performance index, and a comparable institutional composite managed by the Investment Adviser, and general investment outlooks in the markets in which the Fund invests;
  (c)   the terms of the Management Agreement and agreements with affiliated service providers entered into by the Trust on behalf of the Fund;
  (d)   expense information for the Fund, including:
  (i)   the relative management fee and expense level of the Fund as compared to those of comparable funds managed by other advisers, as provided by the Outside Data Provider;
  (ii)   the Fund’s expense trends over time; and
  (iii)   to the extent the Investment Adviser manages institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, comparative information on the advisory fees charged and services provided to those accounts by the Investment Adviser;
  (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 undertakings of the Investment Adviser to waive certain fees and limit certain expenses of the Fund that exceed a specified level, and a summary of contractual fee reductions made by the Investment Adviser and its affiliates over the past several years with respect to the Fund;
  (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;

 

21


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

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

 

  (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)   the manner in which portfolio manager compensation is determined, and the number and types of accounts managed by the portfolio managers;
  (m)   the nature and quality of the services provided to the Fund by 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’s Service Shares. 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. 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 and ratings compiled by the Outside Data Provider as of December 31, 2012, and updated performance information prepared by the Investment Adviser using the peer group identified by the Outside Data Provider as of March 31, 2013. The information on the Fund’s investment performance was provided for the one-, three-, five- and ten-year periods ending on the applicable dates. The Trustees also reviewed the Fund’s investment performance over time (including on a year-by-year basis) relative to its performance benchmark. In addition, they considered the investment performance trends of the Fund over time, and reviewed the investment performance of the Fund in light of its investment objective and policies and market conditions. The Trustees also received information comparing the Fund’s performance to that of a comparable institutional composite managed by the Investment Adviser.

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

 

22


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

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

 

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 noted that the Fund’s Service Shares had placed in the second quartile of the Fund’s peer group for the one-year period and in the fourth quartile for the three- and five-year periods, and had underperformed the Fund’s benchmark index for the one-, three-, and five-year periods ended March 31, 2013. The Trustees took note of the Fund’s stronger performance relative to its peer group for the one-year period ended March 31, 2013. They also considered the Investment Adviser’s risk management enhancements, including the addition of certain key hires.

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 a 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 five-year history comparing 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. 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 undertakings to waive a portion of its management fee and limit certain expenses of the Fund that exceed a specified level. They also considered, to the extent that the Investment Adviser manages institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, comparative fee information for services provided by the Investment Adviser to those accounts, and information that indicated that services provided to the Fund differed in various significant respects from the services provided to institutional accounts, which generally operated under less stringent legal and regulatory structures, required fewer services from the Investment Adviser to a smaller number of client contact points, were less time-intensive and paid lower fees.

In addition, the Trustees noted that shareholders are able to redeem their Fund shares at any time if they 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 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 reviewed the report of the internal audit group within the Goldman Sachs organization, which included an assessment of the reasonableness and consistency of the Investment Adviser’s expense allocation methodology and an evaluation of the accuracy of the Investment Adviser’s profitability analysis calculations. Profitability data for the Trust and the Fund were provided for 2012 and 2011, 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.

 

23


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

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

 

Economies of Scale

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

 

First $1 billion     0.75
Next $1 billion     0.68   
Next $3 billion     0.65   
Next $3 billion     0.64   
Over $8 billion     0.63   

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 undertakings to waive certain fees and 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. They also noted that the Investment Adviser had passed along savings to shareholders of the Fund, which had asset levels above at least the first breakpoint during the prior fiscal year.

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 relationship 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 (i) the possibility that the working relationship between the Investment Adviser and the Fund’s third party service providers may cause those service providers to be open to doing 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) improved servicing from vendors because of the volume of business generated by the Investment Adviser and its affiliates; (c) improved 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 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. The Trustees noted the competitive nature of the mutual fund marketplace, and noted further 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.

 

24


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

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

 

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 fees paid by the Fund were reasonable in light of the services provided to it by the Investment Adviser, the Investment Adviser’s costs and the Fund’s current and reasonably foreseeable asset levels. The Trustees unanimously concluded that the Investment Adviser’s continued management 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, 2014.

 

25


TRUSTEES   OFFICERS
Ashok N. Bakhru, Chairman   James A. McNamara, President
Donald C. Burke   George F. Travers, Principal Financial Officer
John P. Coblentz, Jr.   Caroline L. Kraus, Secretary
Diana M. Daniels   Scott M. McHugh, Treasurer
Joseph P. LoRusso  
James A. McNamara  
Jessica Palmer  
Alan A. Shuch  
Richard P. Strubel  

GOLDMAN, SACHS & CO.

Distributor and Transfer Agent

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Investment Adviser

200 West Street, New York

New York 10282

Visit our web site at www.goldmansachsfunds.com/vit to obtain the most recent month-end returns.

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 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-621-2550; and (ii) on the Securities and Exchange Commission (“SEC”) web site at http://www.sec.gov.

The 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 Form N-Q is 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. Forms N-Q may be obtained upon request and without charge by calling 1-800-621-2550.

Holdings and allocations shown are as of June 30, 2013 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.

The Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of Morgan Stanley Capital International Inc. (“MSCI”) and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”) and is licensed for use by Goldman Sachs. Neither MSCI, S&P nor any other party involved in making or compiling the GICS or any GICS classifications makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any of such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of their affiliates or any third party involved in making or compiling the GICS or any GICS classifications have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

The portfolio risk management process includes an effort to monitor and manage risk, but does not imply low risk.

Shares of the Goldman Sachs VIT Funds are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you may realize with respect to your investments. Ask your representative for more complete information. Please consider a fund’s objectives, risks and charges and expenses, and read the prospectus carefully before investing. The prospectus contains this and other information about the Fund.

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 Institution or from Goldman, Sachs & Co. by calling 1-800-621-2550.

This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman Sachs Variable Insurance Trust: Goldman Sachs Large Cap Value Fund.

© 2013 Goldman Sachs. All rights reserved.

VITLCVSAR13/106795.MF.MED.TMPL/8/2013


Goldman

Sachs Variable Insurance Trust

Goldman Sachs

Mid Cap Value Fund

Semi-Annual Report

June 30, 2013

 

LOGO


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE 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.

Shares of the Goldman Sachs Variable Insurance Trust — Goldman Sachs Mid Cap Value Fund are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you realize with respect to your investments. Ask your representative for more complete information. Please consider the Fund’s objective, risks and charges and expenses, and read the Prospectus carefully before investing. The Prospectus contains this and other information about the Fund.

The Goldman Sachs Mid Cap Value Fund invests primarily in mid-capitalization U.S. equity investments. The Fund’s equity investments are subject to market risk, which means that the value of the securities in which it invests may go up or down in response to the prospects of individual companies, particular sectors and/or general economic conditions. The securities of mid- and small-capitalization companies involve greater risks than those associated with larger, more established companies and may be subject to more abrupt or erratic price movements. Different investment styles (e.g., “value”) tend to shift in and out of favor, and at times the Fund may underperform other funds that invest in similar asset classes.

 

1


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

INVESTMENT OBJECTIVE

The Fund seeks long-term capital appreciation.

 

 

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Value Portfolio Management Team discusses the Goldman Sachs Variable Insurance Trust — Goldman Sachs Mid Cap Value Fund’s (the “Fund”) performance and positioning for the six-month period ended June 30, 2013 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Institutional and Service Shares generated cumulative total returns of 15.39% and 15.24%, respectively. These returns compare to the 16.10% cumulative total return of the Fund’s benchmark, the Russell Midcap® Value Index (with dividends reinvested) (the “Russell Index”), during the same time period.

What economic and market factors most influenced the equity markets as a whole during the Reporting Period?

Representing the U.S. equity market, the S&P® 500 Index gained 13.82% during the Reporting Period, making it the strongest first half since 1998.

U.S. equities, as represented by the S&P® 500 Index, extended their rally from 2012 with a strong first quarter in 2013. Indeed, the S&P® 500 Index finished the first quarter of 2013 with significant gains, making a five-year high during these months. The Dow Jones Industrial Average also hit a new record high during the first calendar quarter.

Despite the overhang of automatic spending cuts, or sequestration, that went into effect in March 2013, U.S. equity markets reflected a variety of improving economic indicators. Strong momentum in the housing market continued, as the Case-Shiller Index of house prices rose 8.1% in January 2013, year-over-year the fastest pace since mid-2006. The employment picture also improved, with the unemployment rate dropping to 7.7%. Strong retail sales suggested consumers may have been feeling the effects of better housing and labor market conditions.

After a strong start to the second quarter of 2013, bullish sentiment began to fade, and the U.S. equity rally halted in mid-May 2013 when Federal Reserve (“Fed”) Chair Ben Bernanke announced the potential “tapering” of the pace of quantitative easing asset purchases. U.S. equity markets reacted negatively again in June to news the slowing of the asset purchase program could begin later this year, with the program ending by the middle of 2014 if the economy grows as expected. U.S. equity markets calmed toward the end of the month as a downward revision of first quarter Gross Domestic Product (“GDP”) from 2.4% to 1.8% supported reassurance from the Fed that it would only begin reducing asset purchases if the economy was clearly on track. Still, the S&P® 500 Index declined modestly in June 2013, ending seven consecutive months of gains and muting returns for the quarter as a whole. Even with that, both the S&P® 500 Index and the Dow Jones Industrial Average made fresh record highs fueled by the continued strong rebound in house prices during the second calendar quarter, and returns for the Reporting Period overall were still significantly up.

For the Reporting Period as a whole, all ten sectors within the S&P® 500 Index posted gains. Health care did best, followed closely by consumer discretionary and financials. Conversely, materials performed worst, as commodity prices were volatile in part due to a slowing Chinese economy. Information technology, utilities, telecommunication services and energy were also comparatively weak, though still producing positive returns.

All segments of the U.S. equity market advanced during the Reporting Period, with small-cap stocks, as measured by the Russell 2000® Index gaining most, followed by mid-cap stocks and then large-cap stocks, as measured by the Russell Midcap® Index and the Russell 1000® Index, respectively. From a style perspective, value-oriented stocks solidly outpaced growth-oriented stocks in the large-cap and mid-cap segments of the U.S. equity market; however, growth stocks substantially outperformed value stocks in the small-cap segment of the U.S. equity market. (All as measured by the Russell Investments indices.)

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

Stock selection overall had the greatest effect on the Fund’s performance relative to the Russell Index during the Reporting Period.

 

2


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Which equity market sectors most significantly affected Fund performance?

Detracting from the Fund’s relative results most was stock selection in the information technology, industrials, utilities and consumer discretionary sectors, where company-specific issues weighed on certain holdings. Such detractors were only partially offset by effective stock selection in the energy, health care and financials sectors, which helped the Fund’s performance relative to the Russell Index.

Which stocks detracted significantly from the Fund’s performance during the Reporting Period?

Detracting from the Fund’s results relative to its benchmark index were positions in steel producer Carpenter Technology, semiconductor company Altera and fertilizer producer CF Industries Holdings.

Carpenter Technology was the biggest detractor from the Fund’s results during the Reporting Period. The metal fabricator announced that for its 2013 fiscal year, it expects its earnings to be lower than previously forecasted. At the end of the Reporting Period, we believed the company was well positioned in an industry with high barriers to entry and maintained our conviction in the stock over the long term given what we believe to be the company’s strong growth potential. Carpenter Technology announced the expansion of plant capacity in 2014 to meet increasing demand in a constrained market. In addition, the company’s balance sheet appears attractive, with a low net debt to earnings before interest, taxes, depreciation and amortization ratio and strong free cash flows should capital expenditures ramp down after 2014.

Within the information technology sector, Altera was the top detractor from returns. The global semiconductor company announced results for the first quarter of 2013 that fell short of analyst expectations, and management also provided conservative guidance on earnings prospects ahead. We believe there continued to be a degree of seasonality to forward guidance, and at the end of the Reporting Period, we maintained our conviction in the company over the long term, given we believe the company can continue to gain share against competitors and maintain its strong position in the programmable logic device market. In addition, we expect demand for its products to rise during the second half of 2013, as capital expenditures in the semiconductor industry are anticipated to increase alongside a more favorable macroeconomic environment.

We bought and sold the Fund’s position in CF Industries Holdings during the Reporting Period. Shares of the global manufacturer and distributor of nitrogen and phosphate fertilizer products traded lower following weak planting volumes, negative pressure on fertilizer prices due to excess supply, and a rise in natural gas prices, a fundamental cost component for CF Industries Holdings. Strict to our sell discipline, as a key point to our investment thesis became invalidated, we sold out of the stock in favor of other names with what we considered to have more favorable risk/reward profiles.

What were some of the Fund’s best-performing individual stocks?

The Fund benefited most relative to the Russell Index from positions in Vertex Pharmaceuticals, Aetna and ING U.S.

Vertex Pharmaceuticals was the top contributor to the Fund’s performance during the Reporting Period. Supportive trial data was released on one of its cystic fibrosis drugs in development, causing the company’s shares to spike with the now more likely regulatory approval of the treatment. At the end of the Reporting Period, we believed Vertex Pharmaceuticals had an attractive risk/reward profile and was well positioned to grow its addressable market through its cystic fibrosis franchise. In addition, we believe the value of the company’s hepatitis-C franchise has been underestimated by the market, which could lead to significant upside in its stock. In our view, Vertex Pharmaceuticals has a robust pipeline of new treatments and maintains a healthy balance sheet that could help fund research on additional therapies.

Aetna, a diversified national managed care provider, was also a top contributor to results. During the Reporting Period, the federal government announced an increase of Final Medicare Advantage Rates for 2014, which reversed preliminary proposals for a rate cut announced in February 2013. Having recently acquired Coventry Health Care in an attempt to grow its membership base and increase exposure to higher growth government programs, Aetna’s shares rose following the news. At the end of the Reporting Period, we maintained that the managed care industry should benefit in an environment where there is a growing focus on controlling health care costs and utilization continues to be muted. In addition, we believe synergies from Aetna’s acquisition of Coventry Health Care and its management team’s commitment to returning capital to shareholders should help the company to see operating earnings growth through 2014 and beyond.

 

3


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

We initiated a Fund position in ING U.S., which became publicly available during the Reporting Period as part of a 2008 bailout agreement entered into by its Dutch parent company ING Groep. We believed the offering share price of the life insurance and retirement product provider was attractive given its then-current level of returns. We also believed its management’s expectations for return on equity in 2016 created a favorable risk/reward opportunity. Although ING U.S. reported a first quarter 2013 loss, improvement from its retirement and annuities businesses was viewed positively by investors, driving its shares higher.

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

During the Reporting Period, we did not use derivatives as part of an active management strategy.

Did the Fund make any significant purchases or sales during the Reporting Period?

In addition to the purchase of ING U.S., mentioned earlier, we initiated a Fund position in Liberty Media during the Reporting Period. Liberty Media engages in a range of media, communications and entertainment businesses. In our view, Liberty Media’s acquisition of a 22% stake in Charter Communications should be an accretive deal for both companies. The deal provides Liberty Media with the right to designate up to four directors for appointment to the Charter Communications board upon the closing of the transaction, and Liberty Media also retains the right to increase its beneficial ownership in Charter Communications up to nearly 40% after January 2016. During the Reporting Period, Liberty Media also announced its intent to acquire Virgin Media. Virgin Media is competitive amongst European peers in terms of technology and broadband service provided. We believe the deal provides Liberty Media with better than expected free cash flows and advantages of larger scale. We maintain a high conviction regarding the management team of Liberty Media based on its proven track record of success.

We sold the Fund’s position in industrial products and equipment manufacturer Dover during the Reporting Period. The company performed well, driven by a combination of its share buyback program and the company divesting its peripheral businesses. In our view, shares had become fairly valued, and we decided to exit the Fund’s position in favor of what we considered to be more attractive opportunities.

We exited the Fund’s position in J.M. Smucker, as the stock approached our price target. J.M. Smucker is widely considered to be a well positioned company in the high margin coffee business, and its shares appreciated largely due to declining coffee prices. As our investment thesis played out, we decided to sell the position in favor of names with what we considered to be a more favorable risk/reward profile.

Were there any notable changes in the Fund’s weightings during the Reporting Period?

In constructing the Fund’s portfolio, we focus on picking stocks rather than on making industry or sector bets. We seek to outpace the benchmark index by overweighting stocks that we believe should outperform and underweighting those that we think may lag. Consequently, changes in its sector weights are generally the direct result of individual stock selection or of stock appreciation or depreciation. That said, during the Reporting Period, the Fund’s exposure to industrials increased compared to the Russell Index. The Fund’s allocation compared to the benchmark index in consumer staples decreased. The Fund’s position in cash also decreased during the Reporting Period.

How was the Fund positioned relative to its benchmark index at the end of the Reporting Period?

At the end of June 2013, the Fund had overweighted positions relative to the Russell Index in the industrials and consumer discretionary sectors. On the same date, the Fund had underweighted positions compared to the Russell Index in consumer staples and financials and was rather neutrally weighted to the Russell Index in energy, health care, information technology, materials and utilities. The Fund had no exposure to telecommunication services at the end of the Reporting Period.

 

4


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

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

As we enter the second half of 2013, we continue to be constructive on the U.S. equity market. Despite a strong first half of 2013, we believe the case for investing in U.S. equities remains compelling. In our view, at the end of the Reporting Period, valuations were reasonable, as the S&P 500 Index was trading below its historical average price-to-earnings (P/E) multiple and offered a dividend yield of approximately 2%. We believe the strength of corporate balance sheets provides companies with a number of options to enhance shareholder value going forward. Signs of improving U.S. economic growth remained intact at the end of June 2013, supported by a continued recovery in the U.S. housing market and in consumer confidence. However, some headwinds also remained, given market concerns about the Fed tapering asset purchases, rising interest rates, fiscal policy’s drag on economic growth and global economic weakness. We believe it is important to recognize that rising interest rates and advancing equity markets are not necessarily mutually exclusive. We feel equities have the potential to continue to rise in an increasing rate environment driven by improving U.S. economic growth and given that the absolute level of rates still remains low by historical standards. Additional catalysts could be improved sentiment and increased flows into equities.

Our fundamental, bottom-up research process continues to drive our stock selection, while short-term “noise” in the market — headlines or sentiment — enables us to manage position sizes opportunistically. We have high conviction in the companies the Fund owns and believe they have the potential to outperform relative to the broader U.S. equity market regardless of economic growth conditions. As we look ahead to the second half of 2013, we continue to focus on undervalued companies in control of their own destiny, such as innovators with differentiated products in their industry, companies with low cost structures or companies with financial flexibility that have been investing in their own businesses and may be poised to gain market share. We maintain our discipline in seeking to identify companies with strong or improving balance sheets, led by quality management teams and trading at discounted valuations. As always, deep research resources, a forward-looking investment process and truly actively managed portfolios are keys, in our view, to both preserving capital and outperforming the market over the long term.

 

5


FUND BASICS

 

Mid Cap Value Fund

as of June 30, 2013

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/13    One Year      Five Years      Ten Years      Since Inception      Inception Date
Institutional      26.82      6.91      10.44      8.63    5/01/98
Service      26.55         6.64         N/A         5.95       1/09/06

 

1  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 (“NAV”). Because Institutional Shares and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, 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 total return figures in the above chart. Please visit www.goldmansachsfunds.com/vit to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Institutional        0.84      0.87
Service        1.09         1.12   

 

2  The expense ratios of the Fund, both current (net of any fee waivers and/or expense limitations) and before waivers (gross of any fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectus for the Fund and may differ from the expense ratios disclosed in the Financial Highlights of this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2014, 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 6/30/133

 

Holding      % of Net Assets      Line of Business
M&T Bank Corp.        2.0%       Banks
Aetna, Inc.        1.9      Health Care Equipment & Services
Altera Corp.        1.8      Semiconductors & Semiconductor Equipment
AvalonBay Communities, Inc.        1.8      Real Estate Investment Trust
SLM Corp.        1.6      Diversified Financials
Principal Financial Group, Inc.        1.6      Insurance
Invesco Ltd.        1.5      Diversified Financials
Juniper Networks, Inc.        1.4      Technology Hardware & Equipment
Pioneer Natural Resources Co.        1.4      Energy
Sempra Energy        1.3      Utilities

 

3  The top ten holdings may not be representative of the Fund’s future investments.

 

6


FUND BASICS

 

FUND vs. BENCHMARK SECTOR ALLOCATIONS4

As of June 30, 2013

 

 

 

LOGO

 

 

 

4  The Fund is actively managed and, as such, its composition may differ over time. Consequently, the Fund’s overall sector allocations may differ from percentages contained in the graph above. The graph categorizes investments using Global Industry Classification (“GICS”), however, the sector classifications used by the portfolio management team may differ from GICS. 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 section of the Schedule of Investments.

 

7


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Schedule of Investments

June 30, 2013 (Unaudited)

 

Shares      Description    Value  
  Common Stocks – 99.6%   

 

Automobiles & Components – 1.6%

 

  186,889       Delphi Automotive PLC    $ 9,473,403   
  86,031       TRW Automotive Holdings Corp.*      5,715,900   
     

 

 

 
        15,189,303   

 

 

 

 

Banks – 5.0%

 

  202,290       CIT Group, Inc.*      9,432,783   
  162,321       First Republic Bank      6,246,112   
  164,851       M&T Bank Corp.      18,422,099   
  61,321       Signature Bank*      5,090,870   
  242,925       Zions Bancorporation      7,015,674   
     

 

 

 
        46,207,538   

 

 

 

 

Capital Goods – 12.2%

 

  152,109       Carlisle Companies, Inc.      9,477,912   
  142,851       Flowserve Corp.      7,715,382   
  64,679       Hubbell, Inc. Class B      6,403,221   
  151,382       Jacobs Engineering Group, Inc.*      8,345,689   
  77,346       Lennox International, Inc.      4,991,911   
  281,796       Owens Corning*      11,012,588   
  125,502       Parker Hannifin Corp.      11,972,891   
  185,473       Sensata Technologies Holding NV*      6,473,008   
  156,111       Stanley Black & Decker, Inc.      12,067,380   
  304,079       Textron, Inc.      7,921,258   
  186,449       Timken Co.      10,493,350   
  104,145       Triumph Group, Inc.      8,243,077   
  298,787       Xylem, Inc.      8,049,322   
     

 

 

 
        113,166,989   

 

 

 

 

Commercial & Professional Services – 0.8%

 

  181,860       Waste Connections, Inc.      7,481,720   

 

 

 

 

Consumer Durables & Apparel – 2.9%

 

  69,669       PVH Corp.      8,712,108   
  290,772       Toll Brothers, Inc.*      9,487,890   
  74,218       Whirlpool Corp.      8,487,571   
     

 

 

 
        26,687,569   

 

 

 

 

Consumer Services – 1.8%

 

  584,725       MGM Resorts International*      8,642,236   
  122,848       Starwood Hotels & Resorts Worldwide, Inc.      7,762,765   
     

 

 

 
        16,405,001   

 

 

 

 

Diversified Financials – 7.2%

 

  424,302       ING US, Inc.*      11,481,612   
  428,429       Invesco Ltd.      13,624,042   
  170,189       Lazard Ltd. Class A      5,471,576   
  197,721       Northern Trust Corp.      11,448,046   
  57,680       Raymond James Financial, Inc.      2,479,087   
  667,213       SLM Corp.      15,252,489   
  209,680       The NASDAQ OMX Group, Inc.      6,875,407   
     

 

 

 
        66,632,259   

 

 

 

 

Energy – 8.9%

 

  147,735       Cameron International Corp.*      9,035,473   
  513,638       Chesapeake Energy Corp.      10,467,942   
  105,375       Concho Resources, Inc.*      8,821,995   

 

 

 
  Common Stocks – (continued)   

 

Energy – (continued)

 

  98,977       EQT Corp.    $ 7,855,804   
  46,425       HollyFrontier Corp.      1,986,062   
  60,169       Oil States International, Inc.*      5,574,056   
  86,830       Pioneer Natural Resources Co.      12,568,643   
  114,432       Range Resources Corp.      8,847,882   
  230,474       Southwestern Energy Co.*      8,419,215   
  170,911       Tesoro Corp.      8,942,064   
     

 

 

 
        82,519,136   

 

 

 

 

Food, Beverage & Tobacco – 3.3%

 

  155,094       Constellation Brands, Inc. Class A*      8,083,499   
  105,869       Ingredion, Inc.      6,947,124   
  159,275       Monster Beverage Corp.*      9,679,142   
  69,186       The Hain Celestial Group, Inc.*      4,495,014   
  32,472       Tyson Foods, Inc. Class A      833,881   
     

 

 

 
        30,038,660   

 

 

 

 

Health Care Equipment & Services – 6.2%

 

  278,437       Aetna, Inc.      17,691,887   
  624,001       Boston Scientific Corp.*      5,784,489   
  241,486       Cardinal Health, Inc.      11,398,139   
  594,157       Hologic, Inc.*      11,467,230   
  134,875       Humana, Inc.      11,380,753   
     

 

 

 
        57,722,498   

 

 

 

 

Insurance – 8.3%

 

  74,489       Everest Re Group Ltd.      9,553,959   
  698,510       Genworth Financial, Inc. Class A*      7,969,999   
  312,168       Hartford Financial Services Group, Inc.      9,652,234   
  59,883       Lincoln National Corp.      2,183,933   
  12,954       Markel Corp.*      6,826,110   
  401,655       Principal Financial Group, Inc.      15,041,980   
  173,544       W.R. Berkley Corp.      7,091,008   
  224,529       Willis Group Holdings PLC      9,156,293   
  299,944       XL Group PLC      9,094,302   
     

 

 

 
        76,569,818   

 

 

 

 

Materials – 4.6%

 

  169,279       Carpenter Technology Corp.      7,629,404   
  208,911       Celanese Corp. Series A      9,359,213   
  137,611       International Paper Co.      6,097,543   
  105,661       Packaging Corp. of America      5,173,163   
  149,010       Reliance Steel & Aluminum Co.      9,769,096   
  205,841       Sealed Air Corp.      4,929,892   
     

 

 

 
        42,958,311   

 

 

 

 

Media – 1.9%

 

  95,156       Liberty Media Corp. Series A*      12,061,975   
  84,465       Scripps Networks Interactive, Inc. Class A      5,638,883   
     

 

 

 
        17,700,858   

 

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences – 2.1%

 

  197,781       Agilent Technologies, Inc.      8,457,116   
  232,147       Mylan, Inc.*      7,203,521   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

 

 

Shares      Description    Value  
  Common Stocks – (continued)   

 

Pharmaceuticals, Biotechnology & Life Sciences – (continued)

 

  46,515       Vertex Pharmaceuticals, Inc.*    $ 3,715,153   
     

 

 

 
        19,375,790   

 

 

 

 

Real Estate Investment Trust – 9.2%

 

  132,774       Alexandria Real Estate Equities, Inc.      8,725,907   
  122,449       AvalonBay Communities, Inc.      16,519,594   
  82,570       Camden Property Trust      5,708,890   
  361,181       DDR Corp.      6,013,664   
  149,851       Digital Realty Trust, Inc.      9,140,911   
  688,153       MFA Financial, Inc.      5,814,893   
  249,461       Starwood Property Trust, Inc.      6,174,160   
  210,863       Tanger Factory Outlet Centers, Inc.      7,055,476   
  85,801       Taubman Centers, Inc.      6,447,945   
  657,157       Two Harbors Investment Corp.      6,735,859   
  97,589       Ventas, Inc.      6,778,532   
     

 

 

 
        85,115,831   

 

 

 

 

Retailing – 3.2%

 

  8,156       AutoZone, Inc.*      3,455,615   
  88,818       Expedia, Inc.      5,342,403   
  511,004       Liberty Interactive Corp. Series A*      11,758,202   
  184,140       Macy’s, Inc.      8,838,720   
     

 

 

 
        29,394,940   

 

 

 

 

Semiconductors & Semiconductor Equipment – 4.3%

 

  517,026       Altera Corp.      17,056,688   
  124,645       Avago Technologies Ltd.      4,659,230   
  109,660       KLA-Tencor Corp.      6,111,352   
  271,672       Lam Research Corp.*      12,045,936   
     

 

 

 
        39,873,206   

 

 

 

 

Software & Services – 3.1%

 

  130,745       Computer Sciences Corp.      5,722,708   
  212,751       Fidelity National Information Services, Inc.      9,114,253   
  356,791       PTC Inc.*      8,752,083   
  93,277       Teradata Corp.*      4,685,304   
     

 

 

 
        28,274,348   

 

 

 

 

Technology Hardware & Equipment – 3.6%

 

  55,559       Amphenol Corp. Class A      4,330,269   
  660,419       Juniper Networks, Inc.*      12,752,691   
  248,496       NetApp, Inc.*      9,388,179   
  654,710       Polycom, Inc.*      6,900,643   
     

 

 

 
        33,371,782   

 

 

 

 

Utilities – 9.4%

 

  435,400       Calpine Corp.*      9,243,542   
  300,749       CMS Energy Corp.      8,171,350   
  238,591       NiSource, Inc.      6,833,246   
  184,987       Northeast Utilities      7,773,154   
  71,636       OGE Energy Corp.      4,885,575   
  378,482       PPL Corp.      11,452,865   
  227,529       Questar Corp.      5,426,567   
  178,168       SCANA Corp.      8,748,049   
  149,061       Sempra Energy      12,187,228   

 

 

 
  Common Stocks – (continued)   

 

Utilities – (continued)

 

  414,509       Xcel Energy, Inc.    $ 11,747,185   
     

 

 

 
        86,468,761   

 

 

 
  TOTAL INVESTMENTS – 99.6%   
  (Cost $812,692,747)    $ 921,154,318   

 

 

 

 
 

OTHER ASSETS IN EXCESS OF
LIABILITIES – 0.4%

     3,837,300   

 

 

 
  NET ASSETS – 100.0%    $ 924,991,618   

 

 

 

 

The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
*   Non-income producing security.

 

The accompanying notes are an integral part of these financial statements.   9


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Statement of Assets and Liabilities

June 30, 2013 (Unaudited)

 

  
Assets:       

Investments, at value (cost $812,692,747)

   $ 921,154,318   

Cash

     10,688,437   

Receivables:

  

Investments sold

     18,934,707   

Dividends

     1,542,210   

Fund shares sold

     156,550   

Other assets

     4,688   
Total assets      952,480,910   
  
  
Liabilities:       

Payables:

  

Investments purchased

     25,895,819   

Fund shares redeemed

     803,282   

Amounts owed to affiliates

     661,016   

Accrued expenses

     129,175   
Total liabilities      27,489,292   
  
  
Net Assets:       

Paid-in capital

     794,300,674   

Undistributed net investment income

     7,524,876   

Accumulated net realized gain

     14,704,497   

Net unrealized gain

     108,461,571   
NET ASSETS    $ 924,991,618   

Net Assets:

  

Institutional

   $ 647,710,793   

Service

     277,280,825   

Total Net Assets

   $ 924,991,618   

Shares of beneficial interest outstanding $0.001 par value (unlimited shares authorized):

  

Institutional

     36,609,198   

Service

     15,675,186   

Net asset value, offering and redemption price per share:

  

Institutional

     $17.69   

Service

     17.69   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Statement of Operations

For the Six Months Ended June 30, 2013 (Unaudited)

 

  
Investment income:  

Dividends

   $ 7,528,302   
  
  
Expenses:  

Management fees

     3,586,327   

Distribution and Service fees — Service Class

     319,698   

Transfer Agent fees(a)

     89,651   

Printing and mailing costs

     75,724   

Custody, accounting and administrative services

     48,235   

Professional fees

     37,751   

Trustee fees

     9,792   

Other

     8,449   
Total expenses      4,175,627   

Less — expense reductions

     (141,941
Net expenses      4,033,686   
NET INVESTMENT INCOME      3,494,616   
  
  
Realized and unrealized gain:       

Net realized gain from investments (including commissions recaptured of $40,741)

     110,569,119   

Net change in unrealized gain on investments

     11,276,544   
Net realized and unrealized gain      121,845,663   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $ 125,340,279   

(a) Institutional and Service Shares had Transfer Agent fees of $64,077 and $25,574, respectively.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Statements of Changes in Net Assets

 

     For the
Six Months Ended
June 30, 2013
(Unaudited)
     For the
Fiscal Year Ended
December 31, 2012
 
     
From operations:              

Net investment income

   $ 3,494,616      $ 9,613,542   

Net realized gain

     110,569,119        52,179,788   

Net change in unrealized gain

     11,276,544        73,515,221   
Net increase in net assets resulting from operations      125,340,279        135,308,551   
     
     
Distributions to shareholders:              

From net investment income

     

Institutional Shares

            (6,878,541

Service Shares

            (2,044,953
Total distributions to shareholders             (8,923,494
     
     
From share transactions:              

Proceeds from sales of shares

     49,619,734        77,172,149   

Reinvestment of distributions

            8,923,494   

Cost of shares redeemed

     (73,504,428      (153,380,419
Net decrease in net assets resulting from share transactions      (23,884,694      (67,284,776
TOTAL INCREASE      101,455,585        59,100,281   
     
     
Net assets:              

Beginning of period

     823,536,033        764,435,752   

End of period

   $ 924,991,618      $ 823,536,033   
Undistributed net investment income    $ 7,524,876      $ 4,030,260   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

          Income (loss) from
investment operations
    Distributions to shareholders                                            
Year - Share Class   Net asset
value,
beginning
of period
    Net
investment
income(a)
    Net
realized
and
unrealized
gain (loss)
    Total from
investment
operations
    From net
investment
income
    From
net
realized
gains
    Total
distributions
    Net asset
value,
end of
period
    Total
return(b)
    Net assets,
end of
period
(in 000s)
    Ratio of
net expenses
to average
net assets
    Ratio of
total
expenses
to average
net assets
    Ratio of
net investment
income
to average
net assets
    Portfolio
turnover
rate(c)
 

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2013 - Institutional

  $ 15.33      $ 0.07      $ 2.29      $ 2.36      $      $      $      $ 17.69        15.39   $ 647,711        0.83 %(d)      0.86 %(d)      0.84 %(d)      58

2013 - Service

    15.35        0.05        2.29        2.34                             17.69        15.24        277,281        1.08 (d)      1.11 (d)      0.62 (d)      58   
                           

FOR THE FISCAL YEARS ENDED DECEMBER 31,

 

2012 - Institutional

    13.09        0.18 (e)      2.24        2.42        (0.18            (0.18     15.33        18.41        601,620        0.84        0.87        1.24 (e)      79   

2012 - Service

    13.11        0.15 (e)      2.23        2.38        (0.14            (0.14     15.35        18.13        221,917        1.09        1.12        1.05 (e)      79   

2011 - Institutional

    14.10        0.11        (1.01     (0.90     (0.11            (0.11     13.09        (6.38     604,797        0.85        0.86        0.81        75   

2011 - Service

    14.12        0.08        (1.01     (0.93     (0.08            (0.08     13.11        (6.59     159,638        1.10        1.11        0.61        75   

2010 - Institutional

    11.35        0.08        2.76        2.84        (0.09            (0.09     14.10        25.00        769,552        0.87        0.87        0.65        88   

2010 - Service

    11.37        0.05        2.76        2.81        (0.06            (0.06     14.12        24.69        146,632        1.12        1.12        0.44        88   

2009 - Institutional

    8.66        0.14 (f)      2.73        2.87        (0.18            (0.18     11.35        33.15        834,376        0.86        0.86        1.46 (f)      111   

2009 - Service

    8.68        0.12 (f)      2.73        2.85        (0.16            (0.16     11.37        32.78        122,402        1.11        1.11        1.21 (f)      111   

2008 - Institutional

    14.02        0.14 (g)      (5.34     (5.20     (0.14     (0.02     (0.16     8.66        (36.97     748,682        0.84        0.84        1.16 (g)      93   

2008 - Service

    14.03        0.11 (g)      (5.34     (5.23     (0.10     (0.02     (0.12     8.68        (37.13     111,437        1.09        1.09        0.91 (g)      93   

 

(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 distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c) The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.
(d) Annualized.
(e) Reflects income recognized from special dividends which amounted to $0.04 per share and 0.31% of average net assets.
(f) Reflects income recognized from special dividends which amounted to $0.03 per share and 0.37% of average net assets.
(g) Reflects income recognized from special dividends which amounted to $0.01 per share and 0.11% of average net assets.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Notes to Financial Statements

June 30, 2013 (Unaudited)

 

1.    ORGANIZATION

 

Goldman Sachs Variable Insurance Trust (the “Trust” or “VIT”) 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 Mid Cap Value Fund (the “Fund”). The Fund is a diversified portfolio under the Act offering two classes of shares — Institutional and Service Shares. Shares of the Trust are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies.

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

2.    SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and require management to make estimates and assumptions that may affect the reported amounts and disclosures. Actual results may differ from those estimates and assumptions.

A.  Investment Valuation — The Fund’s valuation policy is to value investments at fair value.

B.  Investment Income and Investments — Investment income includes interest income and dividend income, net of any foreign withholding taxes, less any amounts reclaimable. Interest income is accrued daily and adjusted for amortization of premiums and accretion of discounts. Dividend income is recognized on ex-dividend date or, for certain foreign securities, as soon as such information is obtained subsequent to the ex-dividend date. Investment transactions are reflected on trade date. Realized gains and losses are calculated using identified cost. Investment transactions are recorded on the following business day for daily net asset value (“NAV”) calculations. Any foreign capital gains tax is accrued daily based upon net unrealized gains, and is payable upon sale of such investments. Distributions received from the Fund’s investments in United States (“U.S.”) real estate investment trusts (“REITs”) may be characterized as ordinary income, net capital gain or a return of capital. A return of capital is recorded by the Fund as a reduction to the cost basis of the REIT.

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 and Transfer Agent 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.

D.  Federal Taxes and Distributions to Shareholders — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to regulated investment companies (mutual funds) and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, the Fund is not required to make any provisions for the payment of federal income tax. Distributions to shareholders are recorded on the ex-dividend date. Income and capital gains distributions, if any, are declared and paid annually.

Net capital losses are carried forward to future fiscal years and may be used to the extent allowed by the Code to offset any future capital gains. Utilization of capital loss carryforwards will reduce the requirement of future capital gains distributions.

Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

 

14


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

 

 

2.    SIGNIFICANT ACCOUNTING POLICIES (continued)

 

The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with federal income tax rules, which may differ from GAAP. The source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income, net realized gain or capital. Certain components of the Fund’s net assets on the Statement of Assets and Liabilities reflect permanent GAAP/tax differences based on the appropriate tax character.

E.  Commission Recapture — GSAM, on behalf of the Fund, may direct portfolio trades, subject to seeking best execution, to various brokers who have agreed to rebate a portion of the commissions generated. Such rebates are made directly to the Fund as cash payments and are included in net realized gain (loss) from investments on the Statement of Operations.

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS

The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these investments. The three levels of the fair value hierarchy are described below:

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 — Quoted prices in markets that are not active or financial instruments for which significant inputs are observable (including, but not limited to, quoted prices for similar investments, interest rates, foreign exchange rates, volatility and credit spreads), either directly or indirectly;

Level 3 — Prices or valuations that require significant unobservable inputs (including GSAM’s assumptions in determining fair value measurement).

The Trustees have adopted Valuation Procedures that govern the valuation of the portfolio investments held by the Fund, including investments for which market quotations are not readily available. The Trustees have delegated to GSAM day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Fund’s portfolio investments. To assess the continuing appropriateness of pricing sources and methodologies, GSAM regularly performs price verification procedures and issues challenges as necessary to third party pricing vendors or brokers, and any differences are reviewed in accordance with the Valuation Procedures.

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.

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

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

that have occurred subsequent to the close of the foreign securities exchange. These investments are generally classified as Level 2 of the fair value hierarchy.

Debt Securities — Debt securities for which market quotations are readily available are valued daily on the basis of quotations supplied by dealers or an independent pricing service approved by the Trustees. The pricing services may use valuation models or matrix pricing, which consider: (i) yield or price with respect to bonds that are considered comparable in characteristics such as rating, interest rate and maturity date or (ii) quotations from securities dealers to determine current value. Short-term debt obligations that mature in sixty days or less and that do not exhibit signs of credit deterioration are valued at amortized cost, which 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.

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 June 30, 2013:

 

Investment Type      Level 1        Level 2        Level 3  
Assets               
Common Stock and/or Other Equity Investments      $ 921,154,318         $         $   

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

4.    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.

For the six months ended June 30, 2013, contractual and effective net management fees with GSAM were at the following rates:

 

Contractual Management Fee Rate        
First
$2 billion
    Next
$3 billion
    Next
$3 billion
    Over
$8 billion
    Effective
Rate
    Effective Net
Management Fee Rate
 
  0.80%        0.72     0.68     0.67     0.80     0.77 %* 

 

* GSAM has agreed to waive a portion of its management fee in order to achieve a net management rate, as defined in the Fund’s most recent prospectus. This waiver will be effective through at least April 30, 2014, and prior to such date GSAM may not terminate the arrangement without approval of the Trustees. The Effective Net Management Rate above is calculated based on management rates before and after the waiver had been adjusted, if applicable. For the six months ended June 30, 2013, GSAM waived $134,484 of its management fee.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

 

 

4.    AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

B.  Distribution and Service Plan — The Trust, on behalf of the Service Shares of the Fund, has adopted a Distribution and Service Plan (the “Plan”). Under the Plan, 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, equal to, on an annual basis, 0.25% of the Fund’s average daily net assets attributable to Service Shares.

C.  Transfer Agency Agreement — Goldman Sachs also serves as the transfer agent of the Fund for a fee pursuant to a Transfer Agency Agreement. The fees charged for such transfer agency services are accrued daily and paid monthly at an annual rate of 0.02% of the average daily net assets of Institutional and Service Shares.

D.  Other Expense Agreements and Affiliated Transactions — GSAM has agreed to limit certain “Other Expense” of the Fund (excluding transfer agent fees and expenses, taxes, interest, brokerage fees, litigation, indemnification, shareholder meeting and other 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 limitation as an annual percentage rate of average daily net assets for the Fund is 0.054%. This Other Expense limitation will remain in place through at least April 30, 2014, and prior to such date GSAM may not terminate the arrangements without the approval of the Trustees. For the six months ended June 30, 2013, GSAM did not make any reimbursement to the Fund. 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” limitation described above. For the six months ended June 30, 2013, custody fee credits were $7,457.

As of June 30, 2013, the amounts owed to affiliates of the Fund were $588,743, $56,982, and $15,291 for management, distribution and service, and transfer agent fees, respectively.

E.  Line of Credit Facility — As of June 30, 2013, the Fund participated in a $780,000,000 committed, unsecured revolving line of credit facility (the “facility”) together with other funds of the Trust and registered investment companies having management agreements with GSAM or its affiliates (“Other Borrowers”). Pursuant to the terms of the facility, the Fund and Other Borrowers could increase the credit amount by an additional $220,000,000, for a total of up to $1,000,000,000. 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 six months ended June 30, 2013, the Fund did not have any borrowings under the facility. Prior to May 8, 2013, the committed amount available through the facility was to $630,000,000.

F.  Other Transactions with Affiliates — For the six months ended June 30, 2013, Goldman Sachs earned $31,750 in brokerage commissions from portfolio transactions on behalf of the Fund.

5.    PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended June 30, 2013, were $516,335,828 and $522,252,294, respectively.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

6.    TAX INFORMATION

 

As of the Fund’s most recent fiscal year end, December 31, 2012, the Fund’s capital loss carryforwards and certain timing differences on a tax-basis were as follows:

 

Capital loss carryforwards:(1)   

Expiring 2017

   $ (91,647,805
Timing differences (Deferred dividended income)      223,558   

 

(1) Expiration occurs on December 31 of the year indicated.

As of June 30, 2013, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:

 

Tax cost    $ 816,892,243   
Gross unrealized gain      119,921,119   
Gross unrealized loss      (15,659,044
Net unrealized security gain    $ 104,262,075   

The difference between GAAP-basis and tax-basis unrealized gains (losses) is attributable primarily to wash sales and differences in the tax treatment of partnership and real estate investment trust investments.

GSAM has reviewed the Fund’s tax positions for all open tax years (the current and prior three years, as applicable) and has concluded that no provision for income tax is required in the Fund’s financial statements. Such open tax years remain subject to examination and adjustment by tax authorities.

7.    OTHER RISKS

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

Shareholder Concentration Risk — Certain funds, accounts, individuals, or Goldman Sachs affiliates may from time to time own (beneficially or of record) or control a significant percentage of the Fund’s shares. Redemptions by these entities of their holdings in the Fund may impact the Fund’s liquidity and NAV. These redemptions may also force the Fund to sell securities.

Liquidity Risk — The Fund may make investments that are illiquid or that may become less liquid in response to market developments or adverse investor perceptions. Illiquid investments may be more difficult to value. Liquidity risk may also refer to the risk that a Fund will not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. To meet redemption requests, the 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 fails to perform or that an institution or entity with which the Fund has unsettled or open transactions defaults.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

 

 

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.

10.    SUMMARY OF SHARE TRANSACTIONS

Share activity is as follows:

 

     For the Six Months Ended
June 30, 2013
(Unaudited)
    For the Fiscal Year Ended
December 31, 2012
 
      Shares     Dollars     Shares     Dollars  
Institutional Shares         
Shares sold      985,528      $ 16,813,474        1,369,746      $ 19,890,419   
Reinvestment of distributions                    451,941        6,878,541   
Shares redeemed      (3,609,103     (61,484,253     (8,781,130     (127,112,408
       (2,623,575     (44,670,779     (6,959,443     (100,343,448
Service Shares         
Shares sold      1,925,365        32,806,260        3,947,427        57,281,730   
Reinvestment of distributions                    134,183        2,044,953   
Shares redeemed      (706,795     (12,020,175     (1,801,047     (26,268,011
       1,218,570        20,786,085        2,280,563        33,058,672   
NET DECREASE      (1,405,005   $ (23,884,694     (4,678,880   $ (67,284,776

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Fund Expenses — Six Month Period Ended June 30, 2013 (Unaudited)   

As a shareholder of Institutional or Service Shares of the Fund, you incur ongoing costs, including management fees, distribution and service (12b-1) fees (with respect to Service Shares) and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Institutional Shares and Service 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 January 1, 2013 through June 30, 2013.

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 ratio 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. As a shareholder of the Fund you do not incur any transaction costs, such as sales charges, redemption fees, or exchange fees, but shareholders of other funds may incur such costs. 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 whose shareholders may incur transaction costs.

 

Share Class   Beginning
Account Value
1/01/13
    Ending
Account Value
6/30/13
    Expenses Paid
for the
6  Months
Ended
6/30/13
*
 
Institutional        
Actual   $ 1,000      $ 1,153.90      $ 4.43   
Hypothetical 5% return     1,000        1,020.68     4.16   
Service        
Actual     1,000        1,152.40        5.76   
Hypothetical 5% return     1,000        1,019.44     5.41   

 

  * Expenses are calculated using the Fund’s annualized net expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2013. 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 0.83% and 1.08% for Institutional and Service Shares, respectively.  

 

  + 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.  

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

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

 

Background

The Goldman Sachs Mid Cap Value Fund (the “Fund”) is an investment portfolio of Goldman Sachs Variable Insurance 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, 2014 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 12-13, 2013 (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 a group 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”), its benchmark performance index, and a comparable institutional composite managed by the Investment Adviser, and general investment outlooks in the markets in which the Fund invests;
  (c)   the terms of the Management Agreement and agreements with affiliated service providers entered into by the Trust on behalf of the Fund;
  (d)   expense information for the Fund, including:
  (i)   the relative management fee and expense level of the Fund as compared to those of comparable funds managed by other advisers, as provided by the Outside Data Provider;
  (ii)   the Fund’s expense trends over time; and
  (iii)   to the extent the Investment Adviser manages institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, comparative information on the advisory fees charged and services provided to those accounts by the Investment Adviser;
  (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 undertakings of the Investment Adviser to waive certain fees and limit certain expenses of the Fund that exceed a specified level, and a summary of contractual fee reductions made by the Investment Adviser and its affiliates over the past several years with respect to the Fund;
  (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;

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

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

 

  (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)   the manner in which portfolio manager compensation is determined, and the number and types of accounts managed by the portfolio managers;
  (m)   the nature and quality of the services provided to the Fund by 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’s Service Shares. 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. 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 and ratings compiled by the Outside Data Provider as of December 31, 2012, and updated performance information prepared by the Investment Adviser using the peer group identified by the Outside Data Provider as of March 31, 2013. The information on the Fund’s investment performance was provided for the one-, three-, five- and ten-year periods ending on the applicable dates. The Trustees also reviewed the Fund’s investment performance over time (including on a year-by-year basis) relative to its performance benchmark. In addition, they considered the investment performance trends of the Fund over time, and reviewed the investment performance of the Fund in light of its investment objective and policies and market conditions. The Trustees also received information comparing the Fund’s performance to that of a comparable institutional composite managed by the Investment Adviser.

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.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

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

 

The Trustees noted that the Fund’s Service Shares had placed in the top half of the Fund’s peer group for the one- and three-year periods and in the third quartile for the five-year period, and had underperformed the Fund’s benchmark index for the one-, three-, and five-year periods ended March 31, 2013. The Trustees took note of the favorable performance of the Fund’s Service Shares relative to the Fund’s peer group for the one- and three-year periods ended March 31, 2013. They also considered the Investment Adviser’s risk management enhancements, including the addition of certain key hires.

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 a 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 five-year history comparing 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. 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 undertakings to waive a portion of its management fee and limit certain expenses of the Fund that exceed a specified level. They also considered, to the extent that the Investment Adviser manages institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, comparative fee information for services provided by the Investment Adviser to those accounts, and information that indicated that services provided to the Fund differed in various significant respects from the services provided to institutional accounts, which generally operated under less stringent legal and regulatory structures, required fewer services from the Investment Adviser to a smaller number of client contact points, were less time-intensive and paid lower fees.

In addition, the Trustees noted that shareholders are able to redeem their Fund shares at any time if they 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 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 reviewed the report of the internal audit group within the Goldman Sachs organization, which included an assessment of the reasonableness and consistency of the Investment Adviser’s expense allocation methodology and an evaluation of the accuracy of the Investment Adviser’s profitability analysis calculations. Profitability data for the Trust and the Fund were provided for 2012 and 2011, 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 $2 billion     0.80
Next $3 billion     0.72   
Next $3 billion     0.68   
Over $8 billion     0.67   

 

23


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

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

 

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 undertakings to waive certain fees and 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.

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 relationship 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 (i) the possibility that the working relationship between the Investment Adviser and the Fund’s third party service providers may cause those service providers to be open to doing 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) improved servicing from vendors because of the volume of business generated by the Investment Adviser and its affiliates; (c) improved 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 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. The Trustees noted the competitive nature of the mutual fund marketplace, and noted further 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 fees paid by the Fund were reasonable in light of the services provided to it by the Investment Adviser, the Investment Adviser’s costs and the Fund’s current and reasonably foreseeable asset levels. The Trustees unanimously concluded that the Investment Adviser’s continued management 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, 2014.

 

24


TRUSTEES   OFFICERS
Ashok N. Bakhru, Chairman   James A. McNamara, President
Donald C. Burke   George F. Travers, Principal Financial Officer
John P. Coblentz, Jr.   Caroline L. Kraus, Secretary
Diana M. Daniels   Scott M. McHugh, Treasurer
Joseph P. LoRusso  
James A. McNamara  
Jessica Palmer  
Alan A. Shuch  
Richard P. Strubel  

GOLDMAN, SACHS & CO.

Distributor and Transfer Agent

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Investment Adviser

200 West Street, New York

New York 10282

Visit our web site at www.goldmansachsfunds.com/vit to obtain the most recent month-end returns.

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 12-month period ended December 31 is available (i) without charge, upon request by calling 1-800-621-2550; and (ii) on the Securities and Exchange Commission (“SEC”) web site at http://www.sec.gov.

The 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 Form N-Q is 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. Forms N-Q may be obtained upon request and without charge by calling 1-800-621-2550.

Holdings and allocations shown are as of June 30, 2013 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.

The Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of Morgan Stanley Capital international Inc. (“MSCI”) and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”) and is licensed for use by Goldman Sachs. Neither MSCI, S&P nor any other party involved in making or compiling the GICS or any GICS classifications makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any of such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of their affiliates or any third party involved in making or compiling the GICS or any GICS classifications have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

The portfolio risk management process includes an effort to monitor and manage risk, but does not imply low risk.

Shares of the Goldman Sachs VIT Funds are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you may realize with respect to your investments. Ask your representative for more complete information. Please consider a fund’s objectives, risks and charges and expenses, and read the prospectus carefully before investing. The prospectus contains this and other information about the Fund.

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 Institution or from Goldman, Sachs & Co. by calling 1-800-621-2550.

This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman Sachs Variable Insurance Trust: Goldman Sachs Mid Cap Value Fund.

© 2013 Goldman Sachs. All rights reserved.

VITMCVSAR13/106652.MF.MED.TMPL/8/2013


Goldman

Sachs Variable Insurance Trust

Goldman Sachs

Money Market Fund

 

Semi-Annual Report

June 30, 2013

 

LOGO


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET 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.

Shares of the Goldman Sachs Variable Insurance Trust — Goldman Sachs Money Market Fund are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you realize with respect to your investments. Ask your representative for more complete information. Please consider the Fund’s objective, risks and charges and expenses, and read the Prospectus carefully before investing. The Prospectus contains this and other information about the Fund.

The Goldman Sachs Money Market Fund seeks to maximize current income to the extent consistent with the preservation of capital and the maintenance of liquidity by investing exclusively in high quality money market instruments. The Fund pursues its investment objective by investing in U.S. Government Securities (as defined in the Fund’s prospectus), obligations of U.S. banks, commercial paper and other short-term obligations of U.S. companies, states, municipalities and other entities and repurchase agreements. The Fund may also invest in U.S. dollar-denominated obligations of foreign banks, foreign companies and foreign governments.

An investment in the Fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of an investment at $1.00 per share, it is possible to lose money by investing in the Fund.

 

1


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

INVESTMENT OBJECTIVE

The Fund seeks to maximize current income to the extent consistent with the preservation of capital and the maintenance of liquidity by investing exclusively in high quality money market instruments.

 

 

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Money Market Portfolio Management Team discusses the Goldman Sachs Variable Insurance Trust — Goldman Sachs Money Market Fund’s (the “Fund”) performance and positioning for the six-month period ended June 30, 2013 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

The Fund’s standardized 7-day current yield was 0.00% and its standardized 7-day effective yield was also 0.00% as of June 30, 2013. The Fund’s one-month simple average yield was 0.01% as of June 30, 2013. The Fund’s 7-day distribution yield as of June 30, 2013 was 0.01%.

The yields represent past performance. Past performance does not guarantee future results. Current performance may be lower or higher than the performance quoted above. Please visit www.goldmansachsfunds.com to obtain the most recent month-end performance.

Yields will fluctuate as market conditions change.

What economic and market factors most influenced the money markets as a whole during the Reporting Period?

The Reporting Period was one wherein global monetary policy stimulus helped assuage investors’ concerns about the slow-moving U.S. economy and the potential for a financial crisis in the Eurozone. Fiscal policy, global market volatility, Federal Reserve Board (“Fed”) policy and supply/demand conditions within the repurchase agreement and U.S. Treasury securities markets combined to keep money market yields lower during the Reporting Period.

Macroeconomic data, as well as the trajectory of global economic growth, was mostly positive, with global growth momentum picking up toward the end of the Reporting Period. European data improved, with very modest increases in the Eurozone’s Purchasing Managers Index (“PMI”) numbers and accelerating expansion in the U.K. Japan’s economy continued to respond broadly positively to its government and central bank policies. Japan’s Gross Domestic Product (“GDP”) rose 4.1% on an annualized basis in the first quarter of 2013. U.S. economic data remained in focus as a key determinant of the policy outlook.

During the first quarter of 2013, U.S. economic data softened somewhat, despite a strong housing sector. Fourth quarter 2012 GDP was much weaker than expected, at -0.1% on the quarter versus the consensus expectation of +1.1%. The contraction was driven by weaker federal defense spending and inventory accumulation, with the former related to the expectation of automatic cuts under the sequester and the latter likely impacted by Hurricane Sandy. While the first revision showed real GDP for the fourth quarter of 2012 up to +0.1%, this was still below revised consensus expectations of +0.5%, as government spending and business inventories continued to be large drags on growth. The U.S. economy added an average of 207,000 jobs over the first quarter of 2013, and the U.S. unemployment rate slid to 7.6%. Additionally, housing sector data continued to beat expectations, with national house prices up 8.1% in January 2013, according to the latest Case-Shiller report. The positive trends in labor market and housing data fueled early debate about the possibility the Fed may choose to wind down its asset purchases under its quantitative easing program, dubbed QE3, earlier than anticipated.

Conversely, the Eurozone economy showed further signs of weakening during the first quarter of 2013. The composite PMI, measuring manufacturing and services sector activity, slid further below the 50 threshold separating expansion from contraction to 46.5. Following several months of strong German economic data, IFO Institute for Economic Research and jobs numbers weakened in March 2013. (IFO Institute for Economic Research is a Munich-based research organization; IFO is an acronym for Information and Forschung (research).) The IFO headline reading for business sentiment fell to 106.7 from 107.4 in February 2013. Germany’s manufacturing reading dipped into contraction, at 49. Eurozone unemployment remained at a record 12%. Italy’s elections drove volatility in global markets, as the Center-Left’s failure to gain a majority in the Upper House raised concerns about the prospects for a stable coalition government. Independent ratings agency Fitch downgraded Italy’s sovereign rating by one notch in March

 

2


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

2013, from A- to BBB+, citing political uncertainty. Later in the month, European leaders agreed to a €10 billion rescue for Cyprus. The deal involved the closure of Laiki Bank and the restructure of Bank of Cyprus, the country’s largest bank. The deal insured only deposits under €100 thousand, and Cypriot officials imposed capital controls to limit withdrawals and international transfers.

The second quarter of 2013 saw heightened volatility in interest rates in anticipation of the Fed reducing asset purchases later this year. Benchmark yields in the U.S., Europe and Japan rose substantially. In his mid-May 2013 testimony to Congress, Fed Chair Bernanke said the U.S. central bank could begin reducing asset purchases in the next few meetings. According to Mr. Bernanke, the case for the “taper” is supported by more positive economic reports, including better payrolls, consumer confidence and housing data. The Fed meeting and press conference in June 2013 were more hawkish than markets expected, resulting in a sell-off in both U.S. Treasuries and what are considered risk assets as well as a significant tightening in financial conditions as investors anticipated the potentially earlier end to accommodative monetary policy. The Fed increased its expectations for 2014 and 2015 GDP growth and reduced its unemployment rate forecasts, which resulted in the 6.5% threshold moving into the lower boundary of its 2014 forecast. While inflation expectations were also lowered for 2013, the Fed was largely dismissive of recent softening in inflation, with Bernanke noting it partly reflected “transitory influences.” The U.S. nonfarm payrolls report was stronger than expected again in June 2013, with 195,000 new jobs for the month and an average of 196,000 jobs over the second calendar quarter. The latest Case-Shiller index showed national house prices up 2.5% on the month in April 2013, the biggest monthly gain in the index’s history. The U.S. Conference Board consumer confidence index jumped to 81.4 in June 2013, the highest level since January 2008.

European peripherals performed well despite weaker economic data. Italian President Giorgio Napolitano was re-elected and Enrico Letta was named as Prime Minister, easing political uncertainty in Italy. The European Central Bank (“ECB”) cut its main policy rate by 25 basis points to a record low 0.50% in May, citing weak growth and slowing inflation. (A basis point is 1/100th of a percentage point.) While the move was widely anticipated, markets reacted to the ECB’s suggestion it could cut the deposit rate to negative. The Eurozone’s composite PMI of manufacturing and services sector activity rose to 48.7 in June 2013, though the sub-50 reading still indicated contraction. Eurozone unemployment remained at a record high above 12%, with youth unemployment close to 24%. May 2013 consumer prices data showed Eurozone inflation picking up to 1.6% on the year, from 1.4% in May 2013. However, this reading was still well below the ECB’s target of just below 2%, and the core rate, which excludes volatile food and energy prices, held steady at 1.2%.

In April 2013, the Bank of Japan (“BoJ”) announced surprisingly aggressive new easing measures in its first policy meeting since the induction of Governor Haruhiko Kuroda and deputies Kazumasa Iwata and Hiroshi Nakaso. BoJ governors signaled an aggressive policy shift with the announcement of a two-year time horizon to get inflation up to its 2% target. Measures to help the bank achieve this rate included an increase in Japanese government bond (“JGB”) purchases from ¥4 trillion to ¥7 trillion per month as well as an expansion of its riskier asset holdings through additional purchases of exchange-traded funds (“ETFs”) and real estate investment trusts (“REITs”).

Finally, it is important to note there were a number of significant developments on the money market reform front during the Reporting Period. On June 5, 2013, the Securities and Exchange Commission (“SEC”) unanimously voted to release for public comment two primary proposals for amendments, or “alternative proposals”, to SEC Rule 2a-7, which regulates most money market funds. The proposals could be adopted alone or in combination. The proposed rule release did not constitute a final rule. Indeed, it may well take many months, if not years, before implementation of any changes.

Alternative one would require prime “institutional” money market funds to operate with a floating net asset value (“NAV”), rather than the current $1.00 stable share price. Alternative two would allow money market funds to continue to operate with a stable share price but would generally require the use of liquidity fees and permit redemption gates in times of stress. If the SEC combined both alternative proposals, prime institutional funds could be required to operate with a floating NAV, and all funds other than government money market funds could be able to impose liquidity fees or redemption gates in certain circumstances. The SEC also recommended additional proposals, including stress testing, diversification and disclosure measures that would be applied regardless of which of the two alternative proposals were adopted.

Following the 90-day comment period, the SEC will consider public feedback and, if it determines to pursue a final rule, draft a final rule. The SEC would need three of five Commissioners to approve a final rule before it could be released publicly. In a final rule release, the SEC would specify an implementation timeline for any new requirements. The SEC indicated that implementation of the rule proposal would occur in stages, and the process could take from nine months to two years, depending on the particular proposal, from the date the rule is finally adopted. For further details on the rule proposals, see http://www.sec.gov/rules/proposed/2013/33-9408.pdf .

 

3


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

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

The Fund’s yields remained low during the Reporting Period due primarily to the market factors discussed above. With the targeted federal funds rate near zero throughout the Reporting Period and no immediate indication of this changing despite the continued rhetoric from the Fed on moderating the monthly pace of asset purchases, money market yields were anchored near the same level with little difference between maturities. Further, the money market yield curve, or spectrum of maturities, was extremely flat during the Reporting Period.

That said, the Fund’s strategy differed between the first and second quarters of 2013. During the first quarter of 2013, repurchase agreement (“repo”) rates averaged more than 15 basis points. This provided us with opportunities to extend the Fund’s weighted average maturity at the longest end of the money market yield curve, positioning the Fund’s portfolio in a barbelled manner, wherein we invested primarily in overnight repurchase agreements and in securities with one-year maturities. The main factor driving the flatter money market yield curve during the first quarter of 2013 was higher than anticipated U.S. Treasury security supply, particularly in the U.S. Treasury bill market.

As we entered the second quarter of 2013, seasonal supply decreases in U.S. Treasury bill issuance were exacerbated by stronger than expected tax receipts. These factors, along with a more pronounced effect from the ongoing quantitative easing program from the Fed, caused repo rates to move lower and the longer end of the money market yield curve to rally as well. As a result of this change in supply and subsequent yield curve moves, we altered our Fund strategy to a more laddered approach, shifting some cash from what we considered to be the very expensive overnight sector into the three-month and four-month maturity sectors of the yield curve. We also allowed our longer-dated positions to roll down the yield curve.

The Fund’s weighted average maturity throughout the first half of 2013, regardless of the barbelled or laddered strategies being implemented, remained in the 30 to 55 day range.

We felt comfortable that the Fund was appropriately positioned given the interest rate environment during the Reporting Period. While conditions over the first half of 2013 did not provide bountiful opportunities to pick up yield, as the interest rate yield curve was fairly flat throughout, it should be noted that regardless of interest rate conditions, we manage the Fund consistently. Our investment approach has always been tri-fold — to seek preservation of capital, daily liquidity and maximization of yield potential. We manage interest and credit risk daily. Whether interest rates are historically low, high or in-between, we intend to continue to use our actively managed approach to seek to provide the best possible return within the framework of the Fund’s guidelines and objectives.

How did you manage the Fund’s weighted average maturity during the Reporting Period?

On December 31, 2012, the Fund’s weighted average maturity was 50 days. During the first quarter of 2013, we maintained the Fund’s weighted average maturity in a 30 to 55 day range. During the second quarter of 2013, we maintained the Fund’s weighted average maturity in a 40 to 55 day range. Throughout, we made adjustments in line with our outlook on interest rates, Fed policy and the shape of the yield curve over the near term. The Fund’s weighted average maturity on June 30, 2013 was 49 days. The weighted average maturity of a money market fund is a measure of its price sensitivity to changes in interest rates. Also known as effective maturity, weighted average maturity measures the weighted average of the maturity date of bonds held by the Fund taking into consideration any available maturity shortening features.

How did you manage the Fund’s weighted average life during the Reporting Period?

The weighted average life of the Fund was 82 days as of June 30, 2013. The weighted average life of a money market fund is a measure of a money market fund’s price sensitivity to changes in liquidity and/or credit risk.

Under amendments to SEC Rule 2a-7 that became effective in May 2010, the maximum allowable weighted average life of a money market fund is 120 days. While one of the goals of the SEC’s money market fund rule is to reinforce conservative investment practices across the money market fund industry, our security selection process has long emphasized conservative investment choices.

How was the Fund invested during the Reporting Period?

The Fund had investments in commercial paper, asset-backed commercial paper, U.S. Treasury securities, government agency securities, repurchase agreements, government guaranteed paper and certificates of deposit during the Reporting Period. We focused on securities across the maturity spectrum, from overnight repurchase agreements to securities with one-year maturities. We preferred secured positions to unsecured positions. We particularly made purchases in longer-dated agencies during the Reporting Period when prices declined and we had the opportunity to lock in the higher yields then available.

 

4


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

With yields bound near zero, there was not a lot of dispersion in performance among securities available for purchase. Throughout, though, we stayed true to our investment discipline, favoring liquidity and high quality credits over added yield. The primary focal points for our team are consistently managing interest rate risk and credit risk. We were able to navigate interest rate risk by adjusting the Fund’s weighted average maturity longer or shorter as market conditions shifted and to mitigate potential credit risk by buying high quality, creditworthy names, strategies which added to the Fund’s performance during the Reporting Period.

Did you make any changes in the Fund’s portfolio during the Reporting Period?

We did not make any significant changes in the Fund’s portfolio during the Reporting Period. As indicated earlier, we made adjustments to the Fund’s weighted average maturity based on then-current market conditions, our near-term view, and anticipated and actual Fed monetary policy statements.

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

In our view, interest rates are likely to remain low at least through late 2015 or early 2016, with the Fed holding the targeted federal funds rate near zero. Although money market investment flows appear to have stabilized, we expect to keep the Fund conservatively positioned as we continue to focus on preservation of capital and daily liquidity. We do not believe there is value in sacrificing liquidity in exchange for opportunities that only modestly increase yield potential. We will continue to use our actively managed approach to seek the best possible return within the framework of the Fund’s investment guidelines and objectives. In addition, we will continue to manage interest, liquidity and credit risk daily.

We will, of course, continue to closely monitor economic data, Fed policy, and any shifts in the money market yield curve, as we strive to strategically navigate the interest rate environment.

 

5


FUND BASICS

 

SECTOR ALLOCATION

Security Type

(Percentage of Net Assets)

 

 

 

LOGO

 

 

 

The Fund is actively managed and, as such, its portfolio composition may differ over time. The percentage shown for each investment category reflects the value (based on amortized cost) of investments in that category as a percentage of net assets. Figures in the above chart may not sum to 100% due to the exclusion of other assets and liabilities.

 

6


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Schedule of Investments

June 30, 2013 (Unaudited)

 

Principal

Amount

    Interest
Rate
    Maturity
Date
   

Amortized

Cost

 
  Commercial Paper and Corporate Obligations – 12.6%   
  ABN Amro Funding (USA) LLC     
$ 5,000,000        0.190     08/05/13      $ 4,999,077   
  Bank of China Ltd.     
  4,000,000        0.441       08/26/13        3,997,262   
  Chariot Funding LLC     
  5,000,000        0.301       02/26/14        4,990,000   
  Gemini Securitization Corp. LLC     
  5,167,000        0.240       08/06/13        5,165,760   
  Jupiter Securitization Co. LLC     
  5,000,000        0.301       03/14/14        4,989,333   
  Nationwide Building Society     
  5,000,000        0.290       08/01/13        4,998,751   
  Nederlandse Waterschapsbank N.V.   
  2,000,000        0.280       09/16/13        1,998,802   
  2,000,000        0.270       09/19/13        1,998,800   
  Versailles Commercial Paper LLC   
  5,000,000        0.230       08/02/13        4,998,978   
  Victory Receivables Corp.     
  4,564,000        0.180       07/22/13        4,563,521   

 

 

 
 
 
TOTAL COMMERCIAL PAPER AND
CORPORATE OBLIGATIONS
  
  
  $ 42,700,284   

 

 

 
     
  Eurodollar Certificate of Deposit – 1.5%   
  Sumitomo Mitsui Trust Bank Ltd.   
$ 5,000,000        0.270 %     07/11/13      $ 5,000,007   

 

 

 
     
  Fixed Rate Municipal Debt Obligations – 2.5%   
  Rutgers State University     
$ 2,000,000        0.220     07/10/13      $ 2,000,000   
  3,260,000        0.260       07/10/13        3,260,000   
  State of California GO Series 2009     
  2,000,000        3.750       10/01/13        2,015,330   
  State of California GO Series 2009-3     
  1,070,000        5.250       04/01/14        1,107,325   

 

 

 
 
 
TOTAL FIXED RATE MUNICIPAL
DEBT OBLIGATIONS
  
  
  $ 8,382,655   

 

 

 
     
  U.S. Government Agency Obligations – 14.5%   

 

Federal Home Loan Bank

  

 
$ 370,000        0.250 %     07/05/13      $ 369,999   
  1,000,000        0.133 (a)      07/08/13        999,990   
  260,000        0.350       07/09/13        260,005   
  1,000,000        0.133 (a)      07/15/13        999,981   
  4,000,000        0.280       09/16/13        4,000,568   
  100,000        0.125       09/25/13        99,977   
  1,000,000        0.210       10/01/13        999,968   
  400,000        0.210       10/10/13        399,994   
  1,700,000        0.200       10/18/13        1,699,935   
  140,000        0.300       10/18/13        140,034   

 

 

 
  U.S. Government Agency Obligations – (continued)   

 

Federal Home Loan Bank – (continued)

  

 
$ 50,000        0.375 %     10/18/13      $ 50,023   
  1,000,000        3.625       10/18/13        1,010,136   
  2,000,000        0.210       10/24/13        1,999,982   
  7,000,000        0.375       11/27/13        7,004,183   
  1,000,000        0.125 (b)      07/01/14        999,073   
  3,000,000        0.245 (b)      07/25/14        3,000,000   
  2,000,000        0.250       07/25/14        2,000,000   

 

Federal Home Loan Mortgage Corporation

  

  1,000,000        4.500        07/15/13        1,001,626   
  3,000,000        0.150       10/08/13        2,998,763   
  3,000,000        0.150       10/10/13        2,998,738   
  150,000        0.375       10/15/13        150,068   
  130,000        0.875       10/28/13        130,278   
  500,000        0.375       10/30/13        500,269   
  5,000,000        0.130       02/07/14        4,999,454   

 

Federal National Mortgage Association

  

 
  240,000        0.500       08/09/13        240,058   
  100,000        1.125       10/08/13        100,244   
  3,075,000        4.625       10/15/13        3,114,089   
  5,200,000        0.160       10/25/13        5,197,319   

 

Overseas Private Investment Corp. (USA)

  

 
  2,000,000        0.140 (a)      07/08/13        2,000,000   

 

 

 
 
 
TOTAL U.S. GOVERNMENT AGENCY
OBLIGATIONS
  
  
  $ 49,464,754   

 

 

 
     
  U.S. Treasury Obligations – 0.5%   

 

United States Treasury Notes

  

 
$ 300,000        1.000     07/15/13      $ 300,086   
  800,000        0.125       09/30/13        799,838   
  700,000        3.125       09/30/13        705,086   

 

 

 
 
 
TOTAL U.S. TREASURY
OBLIGATIONS
  
  
  $ 1,805,010   

 

 

 
     
  Variable Rate Municipal Debt Obligations(a) – 20.5%   

 
 
 

ABAG California Finance Authority for Non-profit Corporations
VRDN RB for Bachenhmer Building Project
Series 2002-A-T (FNMA, LIQ)

  
 
  

$ 865,000        0.260 %     07/08/13      $ 865,000   

 
 
 

ABAG California Finance Authority for Non-profit Corporations
VRDN RB for Berkeleyan Project Series 2003-A-T
(FNMA, LIQ)

  
 
  

  700,000        0.260       07/08/13        700,000   

 
 
 

ABAG California Finance Authority for Non-profit Corporations
VRDN RB for Darling Florist Building Project
Series 2002-A-T (FNMA, LIQ)

  
 
  

  140,000        0.260       07/08/13        140,000   

 
 
 

ABAG California Finance Authority for Non-profit Corporations
VRDN RB for GAIA Building Project Series 2000-A-T
(FNMA, LIQ)

  
  
  

  100,000        0.260       07/08/13        100,000   

 

 

 

 

The accompanying notes are an integral part of these financial statements.   7


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Schedule of Investments (continued)

June 30, 2013 (Unaudited)

 

Principal

Amount

    Interest
Rate
    Maturity
Date
   

Amortized

Cost

 
  Variable Rate Municipal Debt Obligations(a) – (continued)   

 
 

BlackRock Municipal Income Trust VRDN RB Putters
Series 2012-T0008 (JP Morgan Chase Bank N.A., LIQ)

 
  

$ 1,000,000        0.120 %(c)      07/01/13      $ 1,000,000   

 
 

BlackRock MuniVest Fund, Inc. VRDN RB Putters
Series 2012-T0005 (JPMorgan Chase Bank N.A., LIQ)

 
  

  950,000        0.120 (c)      07/01/13        950,000   

 
 
 

Charlotte-Mecklenburg, North Carolina Hospital Authority Health
Care Systems VRDN RB Refunding for Carolinas Health Care
Series 2007 C RMKT (JPMorgan Chase & Co., SPA)

  
  
  

  1,000,000        0.070       07/08/13        1,000,000   

 
 
 

City of Austin, Texas Hotel Occupancy Tax Subordinate Lien
VRDN RB Refunding Series 2008 A RMKT
(JPMorgan Chase Bank N.A., LOC)

  
 
  

  620,000        0.070       07/08/13        620,000   

 
 

City of Charlotte, North Carolina Water & Sewer System
VRDN RB Series 2006 B (Wells Fargo Bank N.A., SPA)

 
  

  450,000        0.050        07/08/13        449,996   

 
 
 

City of Riverton Hospital VRDN RB Floater Certificates
Series 2012-33C (GTY AGMT- Wells Fargo Bank N.A.)
(Wells Fargo Bank N.A., LIQ)

 
 
  

  3,000,000        0.060 (c)      07/08/13        3,000,000   

 
 
 

Collier County, Florida Housing Finance Authority MF Hsg
VRDN RB for Brittany Bay Housing Series 2001-B
(FNMA, LIQ)

  
 
  

  875,000        0.260       07/08/13        875,000   

 
 

Cook County, Illinois GO VRDN Series 2002 B (Bank of
New York Mellon, SPA)

 
  

  1,100,000        0.070       07/08/13        1,100,000   

 
 

Dekalb County, Georgia Development Authority VRDN RB for
Emory University Series 1995 B (GO of University)

  
  

  3,400,000        0.180       07/08/13        3,400,000   

 
 
 

Illinois Health Facilities Authority VRDN RB for
Evanston Hospital Corp. Series 1996 RMKT (JPMorgan
Chase Bank N.A., SPA)

  
 
  

  1,000,000        0.070       07/08/13        1,000,000   

 
 

Kentucky Housing Corporation VRDN RB for Overlook Terrace
Series 2008-B (FNMA, LIQ)

  
  

  690,000        0.260       07/08/13        690,000   

 
 
 

Los Angeles Community College District GO VRDN for Building
America Boards P-Floats Series 2010-TN-027 (Bank of
America N.A., LIQ)

  
  
  

  10,250,000        0.450 (c)      07/08/13        10,250,000   

 
 
 
 
 

Massachusetts Health & Educational Facilities Authority VRDN
RB for Partners HealthCare System Series 2009 I-2 (GTY
AGMT- Bringham and Women’s Hospital, Inc., Faulkner
Hospital and Massachusetts General Hospital)
(U.S. Bank N.A., SPA)

  
  
  
 
  

  1,600,000        0.050       07/08/13        1,600,000   

 
 

Massachusetts Housing Finance Agency VRDN RB
Series 2009-B (Bank of New York Mellon, LOC)

 
  

  6,204,000        0.250       07/08/13        6,204,000   

 
 

Missouri Health & Educational Facilities Authority VRDN RB for
BJC Health System Series 2008 C (BJC Health System, LIQ)

  
  

  675,000        0.060       07/08/13        675,000   

 

 

 
  Variable Rate Municipal Debt Obligations(a) – (continued)   

 
 

New York City GO VRDN Series 2007 Subseries D-4
(Calyon Bank, SPA)

 
  

$ 250,000        0.100 %     07/08/13      $ 250,000   

 
 
 

New York City Municipal Water Finance Authority Water &
Sewer System VRDN RB Second General Resolution
Series 2006-CC-2 (Bank of Nova Scotia, SPA)

  
 
  

  1,000,000        0.070       07/01/13        1,000,000   

 
 

New York State Housing Finance Agency VRDN RB for Worth
Street Series 2001 A RMKT (FNMA, LIQ)

  
  

  600,000        0.060       07/08/13        600,000   

 
 

New York State Housing Finance Agency VRDN RB
Series 2000-B RMKT (FNMA, LIQ)

 
  

  300,000        0.200       07/08/13        300,000   

 
 

New York State Urban Development Corp. VRDN RB Putters
Series 2013 T0020 (JPMorgan Chase Bank N.A., LIQ)

  
  

  4,985,000        0.120 (c)      07/01/13        4,985,000   

 
 
 

Nuveen Municipal Market Opportunity Fund, Inc. VRDN Tax-
Exempt Preferred Series 2010-1 (Deutsche Bank
Trust Co., LIQ)

  
 
  

  500,000        0.210 (c)      07/08/13        500,000   

 
 

Oglethorpe, Georgia Power Corp. VRDN RB Putters
Series 2012 SGT05 (NATL-RE FGIC) (Societe Generale, LIQ)

 
  

  10,200,000        0.110 (c)      07/01/13        10,200,000   

 
 
 

Ohio State Higher Educational Facility Commission VRDN RB
for Cleveland Clinic Health System Floater Certificates
Series 2008 59C (Wells Fargo Bank & Co., LIQ)

  
 
  

  800,000        0.060 (c)      07/08/13        800,000   

 
 
 

Orange County, California Apartment Development VRDN RB
Refunding for Riverbend Apartments Series 1999 B
(FHLMC, LIQ)

  
 
  

  4,000,000        0.060       07/08/13        4,000,000   

 
 
 

Port of Corpus Christi Authority of Nueces County VRDN RB for
Flint Hills Resources Series 2002 A (GTY AGMT-Flint
Hills Resources)

  
 
  

  1,000,000        0.070       07/08/13        1,000,000   

 
 
 

Texas State GO VRDN Refunding for Taxable Veterans’ Land
Series 2002 (Landesbank Hessen-Thueringen
Girozentrale, SPA)

  
 
  

  600,000        0.150       07/08/13        600,000   

 
 

Texas State GO VRDN Refunding for Taxable Veterans Land
Series 2010 B RMKT (Sumitomo Mitsui Banking Corp., SPA)

  
  

  1,000,000        0.150       07/08/13        1,000,000   

 
 

Texas State GO VRDN Refunding Series 2010 D RMKT
(Bank of Tokyo-Mitsubishi UFJ, SPA)

 
  

  1,000,000        0.130       07/08/13        1,000,000   

 

University of Alabama VRDN RB Series 1993 B

  

  900,000        0.170       07/08/13        900,000   

 
 

University of Massachusetts Building Authority Project
VRDN RB Senior Series 2008-1 (JPMorgan Chase N.A., SPA)

 
  

  1,500,000        0.100       07/08/13        1,500,000   

 
 

Utah County Hospital VRDN RB for IHC Health Services, Inc.
Series 2002 B (U.S. Bank N.A., SPA)

  
  

  850,000        0.050       07/08/13        850,000   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

 

 

Principal

Amount

    Interest
Rate
    Maturity
Date
   

Amortized

Cost

 
  Variable Rate Municipal Debt Obligations(a) – (continued)   

 
 

Washington State Housing Finance Commission VRDN RB for
Eagles Landing Series 2006-B (FNMA, LIQ)

  
  

$ 150,000        0.280 %     07/08/13      $ 150,000   

 
 

Wayne County, Michigan VRDN RB P-Floats-Series 2013
TNP-1005 (Bank of America N.A., LIQ)

 
  

  5,620,000        0.450 (c)      07/01/13        5,620,000   

 

 

 
 
 
TOTAL VARIABLE RATE MUNICIPAL
DEBT OBLIGATIONS
  
  
  $ 69,873,996   

 

 

 
     
  Variable Rate Obligations(a) – 16.3%   
  Australia & New Zealand Banking Group Ltd.   
$ 5,000,000        0.348 %(c)      07/18/14      $ 5,000,000   
  Bank of Nova Scotia (The)   
  5,000,000        0.324       07/23/14        5,000,000   
  Commonwealth Bank of Australia   
  3,000,000        0.324 (c)      11/18/13        3,000,000   
  3,000,000        0.299 (c)      04/04/14        3,000,000   
  Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.   
  9,000,000        0.425       08/12/13        9,000,000   
  Credit Suisse Securities (USA) LLC   
  5,000,000        0.283       09/30/13        5,000,000   
  Deutsche Bank AG   
  5,000,000        0.253        09/30/13        5,000,000   
  JPMorgan Chase Bank N.A.   
  8,000,000        0.354       07/07/14        8,000,000   
  Providence Health & Services (U.S. Bank N.A., SBPA)   
  880,000        0.200       07/08/13        880,000   
  Svenska Handelsbanken A.B.   
  5,000,000        0.362       07/03/14        5,000,000   
  Wells Fargo Bank N.A.   
  2,500,000        0.322       07/18/14        2,500,000   
  Westpac Banking Corp.   
  4,000,000        0.385 (c)      07/01/14        4,000,000   

 

 

 
 
 
TOTAL VARIABLE RATE
OBLIGATIONS
  
  
  $ 55,380,000   

 

 

 
     
  Yankee Certificates of Deposit – 9.4%   
  Credit Industriel et Commercial   
$ 5,000,000        0.320 %     08/02/13      $ 5,000,022   
  Mitsubishi UFJ Trust & Banking Corp.   
  5,000,000        0.260       07/08/13        5,000,000   
  Mizuho Corporate Bank Ltd.   
  5,000,000        0.250       08/21/13        5,000,000   
  Norinchukin Bank   
  5,000,000        0.240       09/10/13        5,000,000   
  Societe Generale   
  7,000,000        0.200       07/31/13        7,000,000   

 

 

 
  Yankee Certificates of Deposit – (continued)   
  Sumitomo Mitsui Banking Corp.   
$ 5,000,000        0.250 %     11/01/13      $ 5,000,000   

 

 

 
 
 
TOTAL YANKEE CERTIFICATES OF
DEPOSIT
  
  
  $ 32,000,022   

 

 

 
 
 
TOTAL INVESTMENTS BEFORE
REPURCHASE AGREEMENTS
  
  
  $ 264,606,728   

 

 

 
     
  Repurchase Agreements(d) – 22.2%   

 

ABN Amro Securities (USA) LLC

  

$ 1,000,000        0.260 %(a)      07/03/13      $ 1,000,000   

 

Maturity Value: $1,000,051

  

 

Settlement Date: 06/26/13

  

 
 
 

Collateralized by various equity security issuers. The aggregate
market value of the collateral, including accrued interest, was
$1,080,035.

  
  
  

 

 

 

 

BNP Paribas Securities Corp.

  

  2,000,000        0.430       07/01/13        2,000,000   

 

Maturity Value: $2,000,072

  

 
 
 
 
 

Collateralized by various asset-backed obligations, 0.000% to
7.280%, due 01/08/14 to 05/25/37, various corporate security
issuers, 3.750% to 11.875%, due 01/08/15 to 06/01/23. The
aggregate market value of the collateral, including accrued
interest was, $2,265,398.

  
  
  
  
  

  5,000,000        0.380 (a)      07/02/13        5,000,000   

 

Maturity Value: $5,000,369

  

 

Settlement Date: 06/25/13

  

 
 
 
 

Collateralized by various corporate security issuers, 0.350% to
7.500%, due 08/01/13 to 04/01/31. The aggregate market
value of the collateral, including accrued interest was,
$5,501,300.

  
  
  
  

 

 

 

 

Credit Agricole Corporate and Investment Bank

  

  5,000,000        0.190 (a)(e)      07/02/13        5,000,000   

 

Maturity Value: $5,003,246

  

 

Settlement Date: 03/01/13

  

 
 
 

Collateralized by Federal Home Loan Mortgage Corp., 3.000%,
due 06/01/43. The market value of the collateral, including
accrued interest, was $5,150,000.

  
  
  

 

 

 

 

Deutsche Bank Securities, Inc.

  

  3,000,000        0.380       07/01/13        3,000,000   

 

Maturity Value: $3,000,095

  

 
 
 
 

Collateralized by various corporate security issuers, 1.750% to
8.875%, due 12/01/13 to 10/15/39. The aggregate market
value of the collateral, including accrued interest, was
$3,300,473.

  
  
  
  

  5,000,000        0.200 (f)      09/13/13        5,000,000   

 

Maturity Value: $5,004,972

  

 

Settlement Date: 03/18/13

  

 
 
 
 

Collateralized by Government National Mortgage Association,
0.000% to 1.120%, due 07/20/40 to 09/16/51. The aggregate
market value of the collateral, including accrued interest, was
$5,250,000.

  
  
  
  

 

 

 

 

The accompanying notes are an integral part of these financial statements.   9


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Schedule of Investments (continued)

June 30, 2013 (Unaudited)

 

Principal

Amount

    Interest
Rate
    Maturity
Date
   

Amortized

Cost

 
  Repurchase Agreements(d) – (continued)   

 

ING Financial Markets LLC

  

$ 5,000,000        0.150 %     07/01/13      $ 5,000,000   

 

Maturity Value: $5,000,063

  

 
 
 
 

Collateralized by various corporate security issuers, 2.050% to
2.650%, due 10/07/15 to 01/15/24. The aggregate market
value of the collateral, including accrued interest, was
$5,251,569.

  
  
  
  

 

 

 

 

Joint Repurchase Agreement Account III

  

  39,500,000        0.145       07/01/13        39,500,000   

 

Maturity Value: $39,500,478

  

 

 

 

 

RBS Securities, Inc.

  

  5,000,000        0.830 (a)(f)      08/02/13        5,000,000   

 

Maturity Value: $5,009,568

  

 

Settlement Date: 05/16/13

  

 
 
 
 

Collateralized by Federal Home Loan Mortgage Corp., 2.022%
to 2.567%, due 01/01/42 to 07/01/43 . The aggregate market
value of the collateral, including accrued interest, was
$5,101,852.

  
  
  
  

 

 

 

 

Wells Fargo Securities LLC

  

  5,000,000        0.130       07/01/13        5,000,000   

 

Maturity Value: $5,000,054

  

   

 
 
 
 
 
 
 
 
 

Collateralized by various asset-backed obligations, 0.590% to
4.700%, due 01/17/17 to 05/15/46, various corporate security
issuers, 0.000% to 9.625%, due 10/01/13 to 05/15/23,
government agency securities, 0.000%, due 12/27/18 to
06/06/19, various mortgage-backed obligations, 0.943% to
5.500%, due 08/15/29 to 05/15/48 and a municipal debt
obligation, 1.693%, due 06/25/42. The aggregate market
value of the collateral, including accrued interest was,
$5,269,288.

  
  
  
  
  
  
  
  
  

 

 

 
  TOTAL REPURCHASE AGREEMENTS      $ 75,500,000   

 

 

 
  TOTAL INVESTMENTS – 100.0%      $ 340,106,728   

 

 

 

 
 

OTHER ASSETS IN EXCESS OF
LIABILITIES – 0.0%

  
  

    93,487   

 

 

 
  NET ASSETS – 100.0%      $ 340,200,215   

 

 

 

 

 

The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
(a)   Variable or floating rate security. Interest rate disclosed is that which is in effect at June 30, 2013.
(b)   All or a portion represents a forward commitment.
(c)   Security not registered under the Securities Act of 1933, as amended. Such securities have been determined to be liquid by the Investment Adviser. At June 30, 2013, these securities amounted to $52,305,000 or approximately 15.4% of net assets.
(d)   Unless noted, all repurchase agreements were entered into on June 30, 2013. Additional information on Joint Repurchase Agreement Account III appears on page 11.
(e)   The instrument is subject to a demand feature.
(f)   Security has been determined to be illiquid by the Investment Adviser. At June 30, 2013, these securities amounted to $10,000,000 or approximately 2.9% of net assets.

Interest rates represent either the stated coupon rate, annualized yield on date of purchase for discounted securities, or, for floating rate securities, the current reset rate, which is based upon current interest rate indices.

 

Maturity dates represent either the final legal maturity date on the security, the demand date for puttable securities, or the prerefunded date for those types of securities.

 

Investment Abbreviations:
FGIC     Insured by Financial Guaranty Insurance Co.
FHLMC     Insured by Federal Home Loan Mortgage Corp.
FNMA     Insured by Federal National Mortgage Association
GO     General Obligation
GTY AGMT     Guaranty Agreement
IHC     Intermountain Health Care
LIQ     Liquidity Agreement
LOC     Letter of Credit
MF Hsg     Multi-Family Housing
NATL-RE     National Reinsurance Corp.
RB     Revenue Bond
RMKT     Remarketed
SBPA     Standby Bond Purchase Agreement
SPA     Stand-by Purchase Agreement
VRDN     Variable Rate Demand Notes

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

 

 

ADDITIONAL INVESTMENT INFORMATION

JOINT REPURCHASE AGREEMENT ACCOUNT III — At June 30, 2013, the Fund had undivided interests in the Joint Repurchase Agreement Account III, with a maturity date of July 1, 2013, as follows:

 

Principal Amount      Maturity Value      Collateral Value
    $39,500,000           $ 39,500,478          $ 40,508,818  

REPURCHASE AGREEMENTS — At June 30, 2013, the Principal Amounts of the Fund’s interest in the Joint Repurchase Agreement Account III were as follows:

 

Counterparty     

Interest

Rate

      

Principal

Amount

 
ABN Amro Bank N.V.        0.150        $21,127,907   

Crédit Agricole Corporate and Investment Bank

       0.140           18,372,093   
TOTAL                 $ 39,500,000   

At June 30, 2013, the Joint Repurchase Agreement Account III was fully collateralized by cash and the following securities:

 

Issuer     

Interest

Rates

      

Maturity

Dates

 
Federal Home Loan Mortgage Corp.        3.000 to 4.000        05/01/28 to 06/01/43   
Federal National Mortgage Association        0.375 to 4.500           03/16/15 to 05/01/43   
U.S. Treasury Bills        0.000           11/21/13 to 06/26/14   
U.S. Treasury Bonds        4.375 to 4.625           11/15/39 to 02/15/40   
U.S. Treasury Inflation Indexed Bond        3.875           04/15/29   
U.S. Treasury Note        0.250 to 1.625           12/15/15 to 11/15/22   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Statement of Assets and Liabilities

June 30, 2013 (Unaudited)

 

  
Assets:       

Investments based on amortized cost

   $ 264,606,728   

Repurchase agreements based on amortized cost

     75,500,000   

Cash

     52,100   

Receivables:

  

Investments sold

     3,940,003   

Interest

     187,407   

Fund shares sold

     182,614   

Reimbursement from investment adviser

     44,825   

Other assets

     3,050   
Total assets      344,516,727   
  
  
Liabilities:       

Payables:

  

Investments purchased

     3,999,073   

Fund shares redeemed

     180,096   

Amounts owed to affiliates

     70,624   

Accrued expenses

     66,719   
Total liabilities      4,316,512   
  
  
Net Assets:       

Paid-in capital

     340,197,396   

Accumulated net realized gain from investments

     2,819   
NET ASSETS    $ 340,200,215   

Shares of beneficial interest outstanding, $0.001 par value (unlimited shares authorized)

     340,197,377   

Net asset value, offering and redemption price per share

     $1.00   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Statement of Operations

For the Six Months Ended June 30, 2013 (Unaudited)

 

  
Investment Income:       

Interest

   $ 485,455   
  
  
Expenses:       

Distribution and Service fees

     429,401   

Management fees

     352,108   

Professional fees

     42,062   

Transfer Agent fees

     34,349   

Printing and mailing costs

     22,567   

Trustee fees

     9,197   

Custody, accounting and administrative services

     3,542   

Other

     7,346   
Total expenses      900,572   

Less — expense reductions

     (419,780
Net expenses      480,792   
NET INVESTMENT INCOME      4,663   
NET REALIZED GAIN FROM INVESTMENT TRANSACTIONS      8,634   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $ 13,297   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Statement of Changes in Net Assets

 

     For the
Six Months Ended
June 30, 2013
(Unaudited)
    

For the

Fiscal Year Ended
December 31, 2012

 
     
From Operations:              

Net investment income

   $ 4,663       $ 9,247   

Net realized gain

     8,634         4,734   
Net increase in net assets resulting from operations      13,297         13,981   
     
     
Distributions to shareholders:  

From net investment income

     (4,663      (9,247

From net realized gains

     (5,815      (4,734
Total distributions to shareholders      (10,478      (13,981
     
     
From share transactions (at net asset value of $1.00 per share):  

Proceeds from sales of shares

     63,653,942         315,283,256   

Reinvestment of distributions

     10,478         13,981   

Cost of shares redeemed

     (81,012,467      (101,924,898
Net increase (decrease) in net assets resulting from share transactions      (17,348,047      213,372,339   
TOTAL INCREASE (DECREASE)      (17,345,228      213,372,339   
     
     
Net assets:  

Beginning of period

     357,545,443         144,173,104   

End of period

   $ 340,200,215       $ 357,545,443   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

    Net asset
value,
beginning
of period
    Net
investment
income(a)
    Distributions
from net
investment
income(b)
    Net asset
value, end
of period
    Total
return(c)
   

Net assets,
end of

period
(in 000's)

    Ratio of
net expenses
to average
net assets
    Ratio of
total expenses
to average
net assets
    Ratio of
net investment
income
to average
net assets
     
 
FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

2013

  $ 1.00      $ (d)    $ (d)    $ 1.00        %(e)    $ 340,200        0.28 %(f)      0.52 %(f)      %(f)(g)   
                   

FOR THE FISCAL YEARS ENDED DECEMBER 31,

2012

    1.00        (d)      (d)      1.00        0.01        357,545        0.35        0.53        (g)   

2011

    1.00        (d)      (d)      1.00        0.01        144,173        0.30        0.66        0.01     

2010

    1.00        (d)      (d)      1.00        0.01        123,365        0.33        0.68        (g)   

2009

    1.00        0.002 (h)      (0.002 )(h)      1.00        0.15        143,347        0.53        0.77        0.15     

2008

    1.00        0.02        (0.02     1.00        2.25        194,871        0.63        0.71        2.27       

 

(a) Calculated based on the average shares outstanding methodology.
(b) Distributions may not coincide with the current year net investment income or net realized gains as distributions may be paid from current or prior year earnings.
(c) Assumes reinvestment of all distributions.
(d) Amount is less than $0.0005 per share.
(e) Amount is less than 0.005%.
(f) Annualized.
(g) Amount is less than 0.005% of average net assets.
(h) Net investment income and distributions from net investment income contain $0.0002 of net realized capital gains and distributions from net realized gains.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Notes to Financial Statements

June 30, 2013 (Unaudited)

 

1.    ORGANIZATION

 

Goldman Sachs Variable Insurance Trust (the “Trust” or “VIT”) 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 Money Market Fund (the “Fund”). The Fund is a diversified portfolio under the Act offering one class of shares — Service Shares. Shares of the Trust are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies.

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

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 investment valuation policy of the Fund is to use the amortized-cost method permitted by Rule 2a-7 under the Act, which approximates market value, for valuing portfolio securities. Under this method, all investments purchased at a discount or premium are valued by accreting or amortizing the difference between the original purchase price and maturity value of the issue, as an adjustment to interest income. Under procedures and tolerances approved by the Trustees, GSAM evaluates the difference between the Fund’s net asset value per share (“NAV”) based upon the amortized cost of the Fund’s securities and the NAV based upon available market quotations (or permitted substitutes) at least once a week.

B.  Investment Income and Investments — Interest income is accrued daily and adjusted for amortization of premiums and accretion of discounts. Investment transactions are reflected on trade date. Realized gains and losses are calculated using identified cost.

C.  Expenses — Expenses incurred directly by the Fund are charged to the Fund, and certain expenses incurred by the Trust, that may not solely relate to the Fund, are allocated to the Fund and other funds of the Trust on a straight-line and/or pro-rata basis depending upon the nature of the expenses and are accrued daily.

D.  Federal Taxes and Distributions to Shareholders — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to regulated investment companies (mutual funds) and to distribute each year substantially all of its investment company taxable and tax-exempt income and capital gains to its shareholders. Accordingly, the Fund is not required to make any provisions for the payment of federal income tax. Distributions to shareholders are declared and recorded daily and paid monthly by the Fund and may include short-term capital gains. Long-term capital gain distributions, if any, are declared and paid annually.

Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with federal income tax rules, which may differ from GAAP. The source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income, net realized gain or capital. Certain components of the Fund’s net assets on the Statement of Assets and Liabilities reflect permanent GAAP/tax differences based on the appropriate tax character.

The amortized cost for the Fund stated in the accompanying Statement of Assets and Liabilities also represents aggregate cost for U.S. federal income tax purposes.

 

16


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

 

 

2.    SIGNIFICANT ACCOUNTING POLICIES (continued)

 

GSAM has reviewed the Fund’s tax positions for all open tax years (the current and prior three years, as applicable) and has concluded that no provision for income tax is required in the Fund’s financial statements. Such open tax years remain subject to examination and adjustment by tax authorities.

E.  Forward Commitment Transactions — A forward commitment involves entering into a contract to purchase or sell securities, typically on an extended settlement basis, for a fixed price at a future date. The purchase of securities involves a risk of loss if the value of the security to be purchased declines before the settlement date. Conversely, the sale of securities involves the risk that the value of the securities sold may increase before the settlement date. Although the Fund will generally purchase securities on a forward commitment basis with the intention of acquiring the securities for its portfolio, the Fund may dispose of forward commitments prior to settlement which may result in a realized gain or loss.

F.  Repurchase Agreements — Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase the securities at a mutually agreed upon date and price, under the terms of a Master Repurchase Agreement (“MRA”). During the term of a repurchase agreement, the value of the underlying securities held as collateral on behalf of the Fund, including accrued interest, is required to exceed the value of the repurchase agreement, including accrued interest. The underlying securities for all repurchase agreements are held at the Fund’s custodian or designated sub-custodians under tri-party repurchase agreements.

In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) No. 2011-11: Disclosures about Offsetting Assets and Liabilities (“netting”) on the Statement of Assets and Liabilities that are subject to master netting arrangements or similar agreements. ASU 2011-11 was amended by ASU No. 2013-01, clarifying which investments and transactions are subject to the netting disclosure. The scope of the disclosure requirements is limited to derivative instruments, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions. This information is intended to enable users of the Fund’s financial statements to evaluate the effect or potential effect of netting arrangements on the Fund’s financial position. The ASU is effective for financial statements with fiscal years beginning on or after January 1, 2013, and interim periods within those fiscal years. The Fund adopted the disclosure requirement for the current reporting period. Since these amended principles require additional disclosures concerning offsetting and related arrangements, adoption did not affect the Fund’s financial condition or results of operations.

For financial reporting purposes, the Fund does not offset financial assets and financial liabilities that are subject to master netting arrangements or similar agreements on the Statement of Assets and Liabilities.

A MRA governs transactions between a Fund and select counterparties. A MRA contains provisions for, among other things, initiation, income payments, events of default and maintenance of securities for repurchase agreements. A MRA also permits offsetting with collateral to create one single net payment in the event of default or similar events, including the bankruptcy or insolvency of a counterparty.

If the seller defaults, a Fund could suffer a loss to the extent that the proceeds from the sale of the underlying securities and other collateral held by the Fund are less than the repurchase price and the Fund’s costs associated with delay and enforcement of the repurchase agreement. In addition, in the event of default or insolvency of the seller, a court could determine that a Fund’s interest in the collateral is not enforceable resulting in additional losses to the Fund.

Pursuant to exemptive relief granted by the Securities and Exchange Commission and terms and conditions contained therein, the Fund, together with other funds of the Trust and registered investment companies having management agreements with GSAM, or its affiliates, may transfer uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements. Under these joint accounts, the Fund maintains pro-rata credit exposure to the underlying repurchase agreements’ counterparties. With the exception of certain transaction fees, the Fund is not subject to any expenses in relation to these investments.

 

 

17


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

2.    SIGNIFICANT ACCOUNTING POLICIES (continued)

 

At June 30, 2013, the Fund’s investments in repurchase agreements were all subject to enforceable MRAs. Repurchase agreements on a net basis were as follows:

 

Repurchase Agreements        
Total gross amount presented in Statement of Assets and Liabilities    $ 75,500,000   
Non-cash Collateral offsetting(1)      (70,388,840
Cash Collateral offsetting(1)      (5,111,160
Net Amount(2)    $   

 

(1) At June 30, 2013 the value of the collateral and cash received from each seller exceeded the value of the related repurchase agreements.
(2) Net amount represents the net amount due from the counterparty in the event of a default based on the contractual set-off rights under the agreement.

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS

The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these investments. The three levels of the fair value hierarchy are described below:

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 — Quoted prices in markets that are not active or financial instruments for which significant inputs are observable (including, but not limited to, quoted prices for similar investments, interest rates, foreign exchange rates, volatility and credit spreads), either directly or indirectly;

Level 3 — Prices or valuations that require significant unobservable inputs (including GSAM’s assumptions in determining fair value measurement).

The Trustees have adopted Valuation Procedures that govern the valuation of the portfolio investments held by the Fund, including investments for which market quotations are not readily available. The Trustees have delegated to GSAM day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Fund’s portfolio investments. To assess the continuing appropriateness of pricing sources and methodologies, GSAM regularly performs price verification procedures and issues challenges as necessary to third party pricing vendors or brokers, and any differences are reviewed in accordance with the Valuation Procedures.

As of June 30, 2013, all investments are classified as Level 2. Please refer to the Schedule of Investments for further detail.

4.    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.

B.  Distribution and Service Plan — The Trust, on behalf of the Service Shares of the Fund, has adopted a Distribution and Service Plan (the “Plan”). Under the Plan, Goldman Sachs, which serves as distributor, is entitled to a fee, accrued daily and paid

 

18


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

 

 

4.    AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

monthly for distribution services, which may then be paid by Goldman Sachs to authorized dealers. This fee is equal to an annual percentage rate of the Fund’s average daily net assets.

C.  Transfer Agency Agreement — Goldman Sachs also serves as the transfer agent of the Fund for a fee pursuant to a Transfer Agency Agreement. The fee charged for such transfer agency services is accrued daily and paid monthly and is equal to an annual percentage rate of the Fund’s average daily net assets.

D.  Other Expense Agreements — GSAM has agreed to limit certain “Other Expense” of the Fund (excluding transfer agent fees and expenses, taxes, interest, brokerage fees, litigation, indemnification, shareholder meetings and other extraordinary expenses) to the extent that such expenses exceed, on an annual basis, 0.004% 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. This Other Expense limitation will remain in place through at least April 30, 2014, and prior to such date GSAM may not terminate the arrangement without the approval of the Trustees. For the six months ended June 30, 2013, GSAM reimbursed $77,843 to the Fund. In addition, the Fund has entered into certain offset arrangements with the custodian, which resulted in a reduction of $23 of the Fund’s expenses and are received irrespective of the application of the “Other Expense” limitation described above.

E.  Contractual and Net Fund Expenses — During the six months ended June 30, 2013, Goldman Sachs, as distributor, voluntarily agreed to waive a portion of distribution and service plan fees attributable to the Fund. This waiver may be modified or terminated at any time at the option of Goldman Sachs. The following table outlines such fees (net of waivers) and Other Expenses (net of reimbursements and custodian and transfer agent fee credit reductions) in order to determine the Fund’s net annualized expenses for the fiscal period. The Fund is not obligated to reimburse Goldman Sachs for prior fiscal year fee waivers, if any.

 

Fee/Expense Type    Contractual rate,
if any
       Ratio of net expenses to
average net assets
for the six months ended
June 30, 2013
*
 
Management Fee      0.21 %(a)         0.21
Distribution and Service Fees      0.25           0.05   
Transfer Agency Fee      0.02           0.02   
Other Expenses                (b) 
Net Expenses                 0.28

 

* Annualized
(a) Unrounded contractual rate is 0.205%.
(b) Amount is less than 0.005% of average net assets.

For the six months ended June 30, 2013, Goldman Sachs waived $341,914 in distribution and service fees.

For the six months ended June 30 2013, the amounts owed to affiliates of the Fund were $57,676, $7,321, and $5,627 for management, distribution and service fees, and transfer agent fees, respectively.

F.  Line of Credit Facility — As of June 30, 2013, the Fund participated in a $780,000,000 committed, unsecured revolving line of credit facility (the “facility”) together with other funds of the Trust and registered investment companies having management agreements with GSAM or its affiliates (“Other Borrowers”). Pursuant to the terms of the facility, the Fund and Other Borrowers could increase the credit amount by an additional $220,000,000, for a total of up to $1,000,000,000. 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 six months ended June 30, 2013, the Fund did not have any borrowings under the facility. Prior to May 8, 2013, the committed amount available through the facility was $630,000,000.

 

19


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

5.    OTHER RISKS

 

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

Fund Shareholder Concentration Risk — Certain participating insurance companies, accounts, or Goldman Sachs affiliates may from time to time own (beneficially or of record) or control a significant percentage of the Fund’s shares. Redemptions by these entities of their holdings in the Fund may impact the Fund’s liquidity and NAV. These redemptions may also force the Fund to sell securities.

Interest Rate Risk — When interest rates increase, the Fund’s yield will tend to be lower than prevailing market rates, and the market value of its securities or instruments may also be adversely affected. A low interest rate environment poses additional risks to the Fund, because low yields on the Fund’s portfolio holdings may have an adverse impact on the Fund’s ability to provide a positive yield to its shareholders, pay expenses out of Fund assets, or, at times, maintain a stable $1.00 share price.

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 fails to perform or that an institution or entity with which the Fund has unsettled or open transaction defaults.

6.    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.

7.    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.

 

20


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Fund Expenses — Six Month Period Ended June 30, 2013 (Unaudited)   

As a shareholder of the Service Shares of the Fund, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2013 through June 30, 2013.

Actual Expenses — The first line 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 in the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual net expense ratio 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.

 

     Beginning
Account Value
01/01/13
    Ending
Account Value
06/30/13
    Expenses Paid
for the
6  Months
Ended
06/30/13
*
 
Actual   $ 1,000.00      $ 1,000.03      $ 1.39   
Hypothetical 5% return     1,000.00        1,023.41     1.40   

 

* Expenses are calculated using the Fund’s annualized net expense ratio, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2013. 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 ratio for the period was 0.28%.

 

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

 

21


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

 

Background

The Goldman Sachs Money Market Fund (the “Fund”) is an investment portfolio of Goldman Sachs Variable Insurance 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, 2014 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 12-13, 2013 (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 a group 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 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:
  (i)   the relative management fee and expense level of the Fund as compared to those of comparable funds managed by other advisers, as provided by the Outside Data Provider;
  (ii)   the Fund’s expense trends over time; and
  (iii)   to the extent the Investment Adviser manages institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, comparative information on the advisory fees charged and services provided to those accounts by the Investment Adviser;
  (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 undertakings of the Investment Adviser and Goldman, Sachs & Co. (“Goldman Sachs”), the Fund’s affiliated distributor, to waive certain fees in order to maintain a positive yield for the Fund and limit certain expenses of the Fund that exceed a specified level, and a summary of contractual fee reductions made by the Investment Adviser and its affiliates over the past several years with respect to the Fund;
  (g)   information relating to the profitability of the Management Agreement and the transfer agency and distribution and service arrangements of the Fund and the Trust as a whole to the Investment Adviser and its affiliates;
  (h)   whether the Fund’s existing management fee schedule adequately addressed any economies of scale;
  (i)   a summary of the “fall-out” benefits derived by the Investment Adviser and its affiliates from their relationships with the Fund, including the fees received by the Investment Adviser’s affiliates from the Fund for transfer agency, distribution and other services;

 

22


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

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

 

  (j)   a summary of potential benefits derived by the Fund as a result of its relationship with the Investment Adviser;
  (k)   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
  (l)   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. 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, 2012. The information on the Fund’s investment performance was provided for the one-, three- and five-year periods ending on December 31, 2012.

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 considered the performance of the Fund in light of its investment objective and the credit parameters. They also considered the challenging yield environment in which the Fund had operated since 2009. They noted that despite volatility in the U.S. and global financial markets since 2009, the Investment Adviser had been able to maintain a stable net asset value and positive yield to meet the demand of the Fund’s investors, in many instances as the result of voluntary fee waivers and expense reimbursements. In light of these considerations, the Trustees believed that the Fund was providing investment performance within a competitive range for investors.

 

23


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET 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 fee 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 five-year history comparing the Fund’s net expenses to the peer and category medians. The analyses also compared the Fund’s transfer agency and custody fees, other expenses and fee waivers/reimbursements to those of the peer group and category medians. 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. They noted that the Investment Adviser and Goldman Sachs had taken a number of steps, including waiving fees and reimbursing expenses, in order to maintain a positive yield for the Fund. They also considered, to the extent that the Investment Adviser manages institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, comparative fee information for services provided by the Investment Adviser to those accounts, and information that indicated that services provided to the Fund differed in various significant respects from the services provided to institutional accounts, which generally operated under less stringent legal and regulatory structures, required fewer services from the Investment Adviser to a smaller number of client contact points, were less time-intensive and paid lower fees.

In addition, the Trustees noted that shareholders are able to redeem their Fund shares at any time if they 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 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 reviewed the report of the internal audit group within the Goldman Sachs organization, which included an assessment of the reasonableness and consistency of the Investment Adviser’s expense allocation methodology and an evaluation of the accuracy of the Investment Adviser’s profitability analysis calculations. Profitability data for the Trust and the Fund were provided for 2012 and 2011, 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 noted that the Fund does not have management fee breakpoints. They considered the asset levels in the Fund; the Fund’s recent 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 the contractual fee rates charged by the Investment Adviser with fee rates charged to other money market funds in the peer group; the Investment Adviser’s undertaking to limit certain expenses of the Fund that exceed a specified level; and the willingness of Goldman Sachs to waive certain fees on a temporary basis in order to maintain a positive Fund yield. They considered a report prepared by the Outside Data Provider, which surveyed money market funds’ management fee arrangements and use of breakpoints. The Trustees also considered the competitive nature of the money market fund business and the competitiveness of the fees charged to the Fund by the Investment Adviser. They also observed that the Investment Adviser’s (and its affiliates’) level of profitability had been reduced as a result of fee waivers and expense limitations.

 

24


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET 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 relationship with the Fund as stated above, including: (a) transfer agency fees received by Goldman Sachs; (b) trading efficiencies resulting from aggregation of orders of the Fund with those for other funds or accounts managed by the Investment Adviser; (c) the Investment Adviser’s ability to leverage the infrastructure designed to service the Fund on behalf of its other clients; (d) the Investment Adviser’s ability to cross-market other products and services to Fund shareholders; (e) Goldman Sachs’ retention of certain fees as Fund Distributor; (f) Goldman Sachs’ ability to engage in principal transactions with the Fund under the SEC exemptive orders permitting such trades; (g) 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 (h) 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 open to doing 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) improved servicing from vendors because of the volume of business generated by the Investment Adviser and its affiliates; (c) improved servicing from broker-dealers because of the volume of business generated by the Investment Adviser and its affiliates; (d) the Investment Adviser’s knowledge and experience gained from managing other accounts and products; (e) 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; (f) 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 (g) the Fund’s access to certain affiliated distribution channels. The Trustees noted the competitive nature of the mutual fund marketplace, and noted further 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 fees paid by the Fund were reasonable in light of the services provided to it by the Investment Adviser, the Investment Adviser’s costs and the Fund’s current and reasonably foreseeable asset levels. The Trustees unanimously concluded that the Investment Adviser’s continued management 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, 2014.

 

25


TRUSTEES   OFFICERS
Ashok N. Bakhru, Chairman   James A. McNamara, President
Donald C. Burke   George F. Travers, Principal Financial Officer
John P. Coblentz, Jr.   Caroline L. Kraus, Secretary
Diana M. Daniels   Scott M. McHugh, Treasurer
Joseph P. LoRusso  
James A. McNamara  
Jessica Palmer  
Alan A. Shuch  
Richard P. Strubel  

GOLDMAN, SACHS & CO.

Distributor and Transfer Agent

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Investment Adviser

200 West Street, New York

New York 10282

Visit our Website at www.goldmansachsfunds.com/vit to obtain the most recent month-end returns.

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 during the most recent 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-621-2550; and (ii) on the Securities and Exchange Commission (“SEC”) Web site at http://www.sec.gov.

The 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 Form N-Q is available on the SEC’s website 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 1-800-621-2550.

Holdings and allocations shown are as of June 30, 2013 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.

The portfolio risk management process includes an effort to monitor and manage risk, but does not imply low risk.

Shares of the Goldman Sachs VIT Funds are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you may realize with respect to your investments. Ask your representative for more complete information. Please consider a fund’s objectives, risks and charges and expenses, and read the prospectus carefully before investing. The prospectus contains this and other information about the Fund.

This material is not authorized for distribution to prospective investors unless preceded or accompanied by a current Prospectus or summary prospectus, if applicable. Investors should consider a Fund’s objective, risks, and charges and expenses, and read the summary prospectus, if available, and/or the Prospectus carefully before investing or sending money. The summary prospectus, if available, and the Prospectus contain this and other information about a Fund and may be obtained from your authorized dealer or from Goldman, Sachs & Co. by calling 1-800-621-2550.

This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman Sachs Variable Insurance Trust: Goldman Sachs Money Market Fund.

© 2013 Goldman Sachs. All rights reserved.

VITMMSAR13/106788.MF.MED.TMPL/8/2013


Goldman

Sachs Variable Insurance Trust

Goldman Sachs Core Fixed Income Fund

Goldman Sachs Equity Index Fund

Goldman Sachs Growth Opportunities Fund

Goldman Sachs High Quality Floating Rate Fund*

 

 

Semi-Annual Report

June 30, 2013

 

* Formerly, Goldman Sachs Government Income Fund. Effective at the close of business April 30, 2013, the Fund changed its name to the Goldman Sachs High Quality Floating Rate Fund.

 

LOGO


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Principal Investment Strategies and Risks

 

This is not a complete list of the risks that may affect the Funds. For additional information concerning the risks applicable to the Funds, please see the Funds’ Prospectuses.

Shares of the Goldman Sachs Variable Insurance Trust Funds are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Funds are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you realize with respect to your investments. Ask your representative for more complete information. Please consider a Fund’s objective, risks and charges and expenses, and read the Prospectus carefully before investing. The Prospectus contains this and other information about a Fund.

The Goldman Sachs Core Fixed Income Fund invests primarily in fixed income securities, including U.S. government securities, corporate debt securities, privately issued mortgage-backed securities and asset-backed securities. The Fund’s investments in fixed income securities are subject to the risks associated with debt securities generally, including credit, liquidity and interest rate risk. Any guarantee on U.S. government securities applies only to the underlying securities of the Fund if held to maturity and not to the value of the Fund’s shares. Investments in mortgage-backed securities are also subject to prepayment risk (i.e., the risk that in a declining interest rate environment, issuers may pay principal more quickly than expected, causing the Fund to reinvest proceeds at lower prevailing interest rates). Foreign and emerging markets investments may be more volatile and less liquid than investments in U.S. securities and are subject to the risks of currency fluctuations and adverse economic and political developments. Derivative instruments may involve a high degree of financial risk. These risks include the risk that a small movement in the price of the underlying security or benchmark may result in a disproportionately large movement, unfavorable or favorable, in the price of the derivative instrument; risks of default by a counterparty; and liquidity risk (i.e., the risk that an investment may not be able to be sold without a substantial drop in price, if at all).

The Goldman Sachs Equity Index Fund attempts to replicate the aggregate price and yield performance of a benchmark index (i.e., the Standard & Poor’s 500 Index) that measures the investment returns of large capitalization stocks. The Fund’s equity investments are subject to market risk, which means that the value of the securities in which it invests may go up or down in response to the prospects of individual companies, particular sectors and/or general economic conditions. The Fund is not actively managed, and therefore the Fund will not typically dispose of a security until the security is removed from the index. Performance may vary substantially from the performance of the benchmark it tracks as a result of share purchases and redemptions, transaction costs, expenses and other factors.

The Goldman Sachs Growth Opportunities Fund invests primarily in U.S. equity investments with a primary focus on mid-capitalization companies. The Fund’s equity investments are subject to market risk, which means that the value of the securities in which it invests may go up or down in response to the prospects of individual companies, particular sectors and/or general economic conditions. The securities of mid-capitalization companies involve greater risks than those associated with larger, more established companies and may be subject to more abrupt or erratic price movements. Different investment styles (e.g., “growth”) tend to shift in and out of favor, and at times the Fund may underperform other funds that invest in similar asset classes.

 

1


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

The Goldman Sachs High Quality Floating Rate Fund invests primarily in high quality floating rate or variable rate obligations, and the Fund considers “high quality” obligations to be (i) those rated AAA or Aaa by a nationally recognized statistical rating organization at the time of purchase (or, if unrated, determined by the Investment Adviser to be of comparable quality), and (ii) U.S. government securities, including mortgage-backed securities, and repurchase agreements collateralized by U.S. government securities. The Fund’s investments in fixed income securities are subject to the risks associated with debt securities generally, including credit, liquidity and interest rate risk. Any guarantee on U.S. government securities applies only to the underlying securities of the Fund if held to maturity and not to the value of the Fund’s shares. Investments in mortgage-backed securities are also subject to prepayment risk (i.e., the risk that in a declining interest rate environment, issuers may pay principal more quickly than expected, causing the Fund to reinvest proceeds at lower prevailing interest rates). Foreign investments may be more volatile and less liquid than investments in U.S. securities and are subject to the risks of adverse economic or political developments. Derivative instruments may involve a high degree of financial risk. These risks include the risk that a small movement in the price of the underlying security or benchmark may result in a disproportionately large movement, unfavorable or favorable, in the price of the derivative instrument; the risk of default by a counterparty; and liquidity risk. At times, the Fund may be unable to sell certain of its illiquid investments without a substantial drop in price, if at all.

 

2


MARKET REVIEW

 

Goldman Sachs Variable Insurance Trust Funds

 

Market Review

During the six months ended June 30, 2013 (the “Reporting Period”), U.S. equities recorded strong gains, while U.S. fixed income markets generally declined.

Equity Markets

U.S. equities, as represented by the S&P® 500 Index, extended their rally from 2012 with a strong first quarter in 2013. Indeed, the S&P® 500 Index finished the first quarter of 2013 with significant gains, making a five-year high during these months. The Dow Jones Industrial Average also hit a new record high during the first calendar quarter.

Despite the overhang of automatic spending cuts, or sequestration, that went into effect in March 2013, U.S. equity markets reflected a variety of improving economic indicators. Strong momentum in the housing market continued, as the Case-Shiller Index of house prices rose 8.1% in January 2013, year-over-year the fastest pace since mid-2006. The employment picture also improved, with the unemployment rate dropping to 7.7%. Strong retail sales suggested consumers may have been feeling the effects of better housing and labor market conditions.

After a strong start to the second quarter of 2013, bullish sentiment began to fade, and the U.S. equity rally halted in mid-May 2013 when Federal Reserve (“Fed”) Chair Bernanke announced the potential “tapering” of the pace of quantitative easing asset purchases. U.S. equity markets reacted negatively again in June to news the slowing of the asset purchase program could begin later this year, with the program ending by the middle of 2014 if the economy grows as expected. U.S. equity markets calmed toward the end of the month as a downward revision of first quarter Gross Domestic Product (“GDP”) from 2.4% to 1.8% supported reassurance from the Fed that it would only begin reducing asset purchases if the economy was clearly on track. Still, the S&P® 500 Index declined modestly in June 2013, ending seven consecutive months of gains and muting returns for the quarter as a whole. Even with that, both the S&P® 500 Index and the Dow Jones Industrial Average made fresh record highs, fueled by the continued strong rebound in house prices during the second calendar quarter, and returns for the Reporting Period overall were still significantly up.

For the Reporting Period as a whole, all ten sectors within the S&P® 500 Index posted gains. Health care did best, followed closely by consumer discretionary and financials. Conversely, materials performed worst, as commodity prices were volatile in part due to a slowing Chinese economy. Information technology, utilities, telecommunication services and energy were also comparatively weak, though still producing positive returns.

All segments of the U.S. equity market advanced during the Reporting Period, with small-cap stocks, as measured by the Russell 2000® Index, gaining most, followed by mid-cap stocks and then large-cap stocks, as measured by the Russell Midcap® Index and the Russell 1000® Index, respectively. From a style perspective, value-oriented stocks solidly outpaced growth-oriented stocks in the large-cap and mid-cap segments of the U.S. equity market; however, growth stocks substantially outperformed value stocks in the small-cap segment of the U.S. equity market. (All as measured by the Russell Investments indices.)

Fixed Income Markets

When the Reporting Period began in January 2013, risk appetite in the fixed income markets was supported by a last-minute deal on the fiscal cliff, as U.S. lawmakers agreed to extend the Bush-era tax cuts for all but the highest income earners. Spread, or non-U.S. Treasury, fixed income sectors rallied, and the yields on U.S. Treasury securities rose. This trend reversed itself during February 2013, as market volatility increased, primarily on worries about U.S. fiscal policy gridlock and Italy’s elections. The center-left’s failure to gain a majority in the upper house of Italy’s legislature raised concerns about the prospects for a stable coalition government and the country’s commitment to reform.

In March 2013, tensions resurfaced in the Eurozone, as Cyprus’ bailout by Euro-area finance ministers raised the prospect of a tax on bank deposits, prompting fears of a more widespread run on European banks. As investors grew more defensive, U.S. Treasury yields declined. Spread sectors remained relatively firm. In the U.S., Congress chose to not act on the automatic federal spending cuts known as the sequester, allowing them to start taking effect. Still, the U.S. housing and labor markets continued to show signs of strength, which was interpreted to mean the Fed could begin laying the groundwork for policy tightening.

 

3


MARKET REVIEW

 

In early April 2013, U.S. economic data softened somewhat but was followed later in the month by more positive signs —employment and housing market data were strong. U.S. Treasury yields declined on the disappointing economic data in early April, stabilizing later in the month. Spread sectors also performed well, as investors looked past sluggish economic data for higher yielding assets in the exceptionally low interest rate environment.

At the beginning of May 2013, U.S. economic data continued to show signs of recovery with strong housing price appreciation and improvement in the jobs picture. Later in May, during testimony to Congress, Fed Chair Ben Bernanke said the central bank could begin reducing asset purchases. The case for the “taper” was supported by more positive economic reports, including better payrolls, consumer confidence and housing data. In response to Bernanke’s testimony, U.S. Treasury yields rose substantially. At the same time, spread sectors grew more volatile, reflecting widespread uncertainty over how markets might function should the Fed withdraw support.

In June 2013, bond investors focused on the U.S. economy and stronger than expected payrolls data, which reinforced expectations the Fed may start reducing its quantitative easing during 2013. U.S. Treasury yields continued to rise, as the Fed meeting and press conference were more hawkish than expected. Spread sectors remained volatile.

Looking Ahead

Equity Markets

As we enter the second half of 2013, we continue to be constructive on the U.S. equity market. Despite a strong first half of 2013, we believe the case for investing in U.S. equities remains compelling. In our view, at the end of the Reporting Period, valuations were reasonable, as the S&P 500® Index was trading below its historical average price-to-earnings (P/E) multiple and offered an attractive dividend yield of approximately 2%. We believe the strength of corporate balance sheets provides companies with a number of options to enhance shareholder value going forward. Signs of improving U.S. economic growth remained intact at the end of June 2013, supported by a continued recovery in the U.S. housing market and in consumer confidence. However, some headwinds also remained, given market concerns about the Fed tapering asset purchases, rising interest rates, fiscal policy’s drag on economic growth and global economic weakness. We believe it is important to recognize that rising interest rates and advancing equity markets are not necessarily mutually exclusive. We feel equities have the potential to continue to rise in an increasing rate environment driven by improving U.S. economic growth and given that the absolute level of rates still remains low by historical standards. Additional catalysts could be improved sentiment and increased flows into equities.

Fixed Income Markets

In our view, strengthening U.S. economic growth is likely have a significant impact on global bond markets during the second half of 2013. Though we believe the Fed is unlikely to hike the federal funds target rate until at least 2015, the U.S. central bank’s comments about monetary tightening have pushed bond yields higher across the board. In the coming months, we expect fixed income markets to remain volatile as investors adjust to the prospect of a shift in Fed policy.

In the spread sectors, at the end of the Reporting Period, fundamental credit quality remained unchanged. U.S. corporate bonds continued to benefit from healthy balance sheets, solid profits and low defaults, while the emerging markets had relatively low debt-to-GDP ratios and sound fiscal balances. We believe the price declines during the Reporting Period brought value back into spread sectors, which had become expensive. Should markets stabilize, we expect to find a number of attractive investment opportunities.

 

4


GOLDMAN SACHS VARIABLE INSURANCE TRUST — GOLDMAN SACHS CORE FIXED INCOME FUND

 

INVESTMENT OBJECTIVE

The Fund seeks a total return consisting of capital appreciation and income that exceeds the total return of the Barclays U.S. Aggregate Bond Index.

 

 

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Fixed Income Investment Management Team discusses the Goldman Sachs Variable Insurance Trust — Goldman Sachs Core Fixed Income Fund’s (the “Fund”) performance and positioning for the six-month period ended June 30, 2013 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Service Shares generated a cumulative total return of -2.37%. This return compares to the -2.44% cumulative total return of the Fund’s benchmark, the Barclays U.S. Aggregate Bond Index (the “Barclays Index”), during the same time period. For the period since their inception on April 30, 2013 through June 30, 2013, the Fund’s Institutional Shares generated a cumulative total return of -3.36% compared to the -3.30% cumulative total return of the Barclays Index.

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

During the Reporting Period, our top-down cross-sector strategy added to relative returns. Our cross-sector strategy is one in which we invest Fund assets across a variety of fixed income sectors, including some that may not be included in the Barclays Index. Also contributing positively was our bottom-up individual issue selection within the collateralized and corporate bond sectors.

The Fund’s tactical duration and U.S. yield curve positioning detracted from relative performance. Duration is a measure of the Fund’s sensitivity to changes in interest rates. Yield curve indicates a spectrum of maturities.

Which fixed income market sectors most affected Fund performance?

Early in the Reporting Period, as spread sectors rallied on increased economic confidence, the Fund benefited from its overweight relative to the Barclays Index to corporate credit risk and from its exposure to non-agency mortgage-backed securities. Later in the Reporting Period, our long volatility positioning, implemented with swaptions (or options on interest rate swap contracts) within our cross-sector strategy, enhanced relative returns as interest rates rose dramatically in May and June 2013. Our tactical positioning in agency mortgage-backed securities also contributed positively.

The Fund benefited from issue selection within the collateralized sector, particularly among agency pass-through mortgage-backed securities with a “down in coupon” bias (that is, a bias toward securities with lower coupons) and non-agency adjustable rate mortgages (“ARMs”). (Pass-through mortgages consist of a pool of residential mortgage loans, where homeowners’ monthly payments of principal, interest and prepayments pass from the original bank through a government agency or investment bank to investors.) The Fund also benefited from issue selection among industrial and financial corporate bonds.

The Fund was hurt by its overweight relative to the Barclays Index in emerging markets debt, particularly in June 2013 when emerging markets bond prices declined significantly from previous highs. Our issue selection within the government/agency sector also had a negative impact on the Fund’s relative performance.

Did the Fund’s duration and yield curve positioning strategy help or hurt its results during the Reporting Period?

Tactical management of the Fund’s duration and yield curve positioning detracted from its relative returns during the Reporting Period. The Fund was hurt by its short to neutral duration position relative to the duration of the Barclays Index, expressed through a steepening bias in the U.S. Treasury yield curve, during the much of the Reporting Period. This was particularly the case during April 2013 when interest rates declined in response to weak economic data. After the Fed indicated it could begin tapering its asset purchases sooner than the market anticipated, interest rates moved higher, and thus in May and June 2013, the Fund’s short duration positioning somewhat offset the earlier underperformance. U.S. Treasury yields increased during the Reporting Period overall, with the five-year U.S. Treasury yield rising 62 basis points; the 10-year U.S. Treasury yield rising 70 basis points; and the 30-year U.S. Treasury yield rising 56 basis points. (A basis point is 1/100th of a percentage point.)

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

As market conditions warranted during the Reporting Period, currency transactions were carried out using primarily over-the-counter (“OTC”) forward foreign exchange contracts as well as purchased OTC options. Currency transactions were used as we

 

5


GOLDMAN SACHS VARIABLE INSURANCE TRUST — GOLDMAN SACHS CORE FIXED INCOME FUND

 

sought both to enhance returns and to hedge the Fund’s portfolio against currency exchange rate fluctuations. Swaptions were employed to express an outright term structure view and manage volatility (term structure, most often depicted as a yield curve, refers to the term structure of interest rates, which is the relationship between the yield to maturity and the time to maturity for pure discount bonds). In addition, the Fund used credit default swaps to manage exposure to fluctuations in credit spreads (or the differential in yields between U.S. Treasury securities and non-Treasury securities that are identical in all respects except for quality rating). Interest rate swaps were utilized to manage exposure to fluctuations in interest rates. Also, Treasury futures were used as warranted to facilitate specific duration, yield curve and country strategies. Overall, we employ derivatives and similar instruments for the efficient management of the Fund’s portfolio. Derivatives and similar instruments allow us to manage interest rate, credit and currency risks more effectively by allowing us both to hedge and to apply active investment views with greater versatility and to afford greater risk management precision than we would otherwise be able to implement.

Were there any notable changes in the Fund’s weightings during the Reporting Period?

During the Reporting Period, we shifted the Fund from an overweight position in agency mortgage-backed securities to an underweight relative to the Barclays Index. We also moved the Fund from an overweight in corporate credit risk to a neutral position compared to the Barclays Index.

How was the Fund positioned relative to the Barclays Index at the end of the Reporting Period?

At the end of the Reporting Period, the Fund was underweight U.S. government securities relative to the Barclays Index. It was overweight investment grade corporate bonds, residential mortgage-backed securities and asset-backed securities compared to the Barclays Index. It was more modestly overweight quasi-government bonds and slightly underweight commercial mortgage-backed securities and pass-through mortgage securities. In addition, the Fund had exposure to covered bonds and emerging markets debt. (Covered bonds are securities created from either mortgage loans or public sector loans.)

 

6


GOLDMAN SACHS VARIABLE INSURANCE TRUST — GOLDMAN SACHS EQUITY INDEX FUND

 

INVESTMENT OBJECTIVE

The Fund seeks to achieve investment results that correspond to the aggregate price and yield performance of a benchmark index that measures the investment returns of large capitalization stocks.

 

 

Portfolio Management Discussion and Analysis

Below, SSgA Funds Management, Inc. (“SSgA”), the Fund’s Subadvisor, discusses the Goldman Sachs Variable Insurance Trust — Goldman Sachs Equity Index Fund’s (the “Fund”) performance and positioning for the six-month period ended June 30, 2013 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Service Shares generated a cumulative total return of 13.57%. This return compares to the 13.82% cumulative total return of the Fund’s benchmark, the Standard & Poor’s® 500 Index (with dividends reinvested) (the “S&P 500 Index”), during the same time period.

During the Reporting Period, which sectors and which industries in the S&P 500 Index were the strongest contributors to the Fund’s performance?

All 10 sectors in the S&P 500 Index advanced during the Reporting Period. In terms of total return, the sectors that made the strongest positive contributions to the S&P 500 Index and to the Fund were health care, consumer discretionary and financials. The largest sector by weighting in the S&P 500 Index at the end of the Reporting Period was information technology at a weighting of 17.81%. The industries with the strongest performance in terms of total return were office electronics; diversified consumer services; biotechnology; airlines; and leisure equipment and products.

On the basis of impact (which takes both total returns and weightings into account), the sectors that made the strongest positive contributions to the S&P 500 Index and to the Fund were financials, health care and consumer discretionary. The industries with the strongest performance on the basis of impact were pharmaceuticals; insurance; oil, gas and consumable fuels; media; and diversified financial services.

Which sectors and industries in the S&P 500 Index were the weakest contributors to the Fund’s performance?

In terms of total return, during the Reporting Period, the weakest performing sectors were materials, information technology and energy. The weakest performing industries in terms of total return were metals and mining; computers and peripherals; construction materials; gas utilities; and real estate investment trusts.

On the basis of impact, the weakest performing sectors were materials, telecommunication services and utilities. The weakest performing industries were computers and peripherals; metals and mining; construction materials; gas utilities; and real estate management and development.

Which individual stocks were the top performers, and which were the greatest detractors?

On the basis of impact, the stocks that made the strongest positive contribution were Microsoft, Johnson & Johnson, Google, Berkshire Hathaway and Wells Fargo. The weakest performers were Apple, Oracle, Newmont Mining, Freeport-McMoRan Copper & Gold and EMC.

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

During the Reporting Period, we did not use derivatives as part of an active management strategy to add value to the Fund’s results. However, we used equity index futures to equitize the Fund’s cash holdings. In other words, we put the Fund’s cash holdings to work by using them as collateral for the purchase of equity index futures. We also used these equity index futures to provide liquidity for daily cash flow requirements.

What changes were made to the makeup of the S&P 500 Index during the Reporting Period?

Seven stocks were removed from the S&P 500 Index during the Reporting Period. They were Federated Investors, Big Lots, MetroPCS Communications, Coventry Health Care, Dean Foods, H.J. Heinz and First Horizon National.

There were also seven additions to the S&P 500 Index during the Reporting Period. They were AbbVie, PVH, Regeneron Pharmaceuticals, Macerich, Kansas City Southern, General Motors and Zoetis.

 

7


GOLDMAN SACHS VARIABLE INSURANCE TRUST — GOLDMAN SACHS HIGH QUALITY FLOATING RATE FUND

 

INVESTMENT OBJECTIVE

The Fund seeks to provide a high level of current income, consistent with low volatility of principal.

 

 

Portfolio Management Discussion and Analysis

Effective after the close of business on April 30, 2013, the Goldman Sachs Variable Insurance Trust — Goldman Sachs Government Income Fund was renamed and repositioned as the Goldman Sachs Variable Insurance Trust — Goldman Sachs High Quality Floating Rate Fund (the “Fund”). At the same time, the Fund’s performance benchmark was changed from the Barclays Government/Mortgage Index (the “Barclays Index”) to the BofA ML Three-Month U.S. Treasury Bill Index (the “BofA Index”), which the Investment Adviser believes is a more appropriate benchmark against which to measure the Fund’s performance in light of changes to the Fund’s investment strategies. The performance information reported below is the combined performance of the Fund, reflecting current and prior investment objectives, strategies and policies.

Below, the Goldman Sachs Fixed Income Investment Management Team discusses the Fund’s performance and positioning for the six-month period ended June 30, 2013 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Service Shares generated a cumulative total return of -0.08%. This return compares to the 0.04% cumulative total return of the Fund’s new benchmark, the BofA Index for the same time period. To compare, the Fund’s former benchmark, the Barclays Index, generated a -2.02% cumulative total return during the same time period. For the period since their inception on April 30, 2013 through June 30, 2013, the Fund’s Institutional Shares generated a cumulative total return of -0.11% compared to the 0.02% cumulative total return of the BofA Index and a -2.62% cumulative total return of the Barclays Index.

How did the Fund’s investment strategy change as a result of its renaming and repositioning at the end of business on April 30, 2013?

The Fund’s investment objective changed from seeking “a high level of current income, consistent with safety of principal” to seeking “to provide a high level of current income, consistent with low volatility of principal.” The Fund, which formerly invested primarily in U.S. government securities, focuses, as of close of business on April 30, 2013, on high quality floating rate or variable rate obligations.

What key factors had the greatest impact on the Fund’s performance between January 1, 2013 and April 30, 2013 (“the initial part of the Reporting Period”)?

During the initial part of the Reporting Period, the Fund’s duration and yield curve positioning detracted from relative performance. Duration is a measure of the Fund’s sensitivity to changes in interest rates. Yield curve indicates a spectrum of maturities.

Contributing positively was our bottom-up individual issue selection in the collateralized sector. Our top-down cross-sector strategy also enhanced returns. In our cross-sector strategy, we invest Fund assets across a variety of fixed income sectors, including some that may not be included in the Barclays Index.

Which fixed income market sectors helped or hurt Fund performance during the initial part of the Reporting Period?

Issue selection within the collateralized sector added the most to relative performance during the initial part of the Reporting Period. In particular, the Fund benefited from our focus on mortgage pass-through securities, specifically those with lower coupons. We consider lower coupon mortgage pass-through securities less susceptible to prepayment risk. (Pass-through mortgages consist of a pool of residential mortgage loans, where homeowners’ monthly payments of principal, interest and prepayments pass from the original bank through a government agency or investment bank to investors.) Our issue selection among agency collateralized mortgage obligations (“CMOs”) also contributed positively. Detracting from the Fund’s relative returns was our issue selection of government and agency securities, particularly selection of Fannie Mae agency bonds and Tennessee Valley Authority (“TVA”) agency bonds. In addition, our selection of U.S. Treasury futures dampened Fund performance.

 

8


GOLDMAN SACHS VARIABLE INSURANCE TRUST — GOLDMAN SACHS HIGH QUALITY FLOATING RATE FUND

 

Within our cross-sector strategy, the Fund’s underweight relative to the Barclays Index in agency debentures was advantageous. However, the Fund’s exposure to U.S. swap spreads detracted from relative results. (A swap spread is the difference in yield between a fixed-rate interest rate swap and a U.S. government bond of the same maturity.)

Did the Fund’s duration and yield curve positioning strategy help or hurt its results during the initial part of the Reporting Period?

Tactical management of the Fund’s duration and yield curve positioning detracted from its relative performance during the initial part of the Reporting Period. The Fund was hurt by its underweight positions in the seven-year, 10-year and 20-year segments of the U.S. Treasury yield curve when yields increased during February 2013. This performance was somewhat offset by the positive contribution of the Fund’s steepening bias in the three-year and five-year segments of the U.S. Treasury yield curve. U.S. Treasury yields declined during the initial part of the Reporting Period, with the five-year U.S. Treasury yield dropping five basis points; the 10-year U.S. Treasury yield falling eight basis points; and the 30-year U.S. Treasury yield declining seven basis points. (A basis point is 1/100th of a percentage point.)

How did the Fund use derivatives and similar instruments during the initial part of the Reporting Period?

As market conditions warranted during the initial part of the Reporting Period, the Fund engaged in U.S. Treasury futures to hedge interest rate exposure and facilitate specific duration and yield curve strategies. In addition, interest rate swaps were used to manage exposure to fluctuations in interest rates. Swaptions (or options on interest rate swap contracts) were employed to express our investment views and manage volatility. Overall, we employed derivatives and similar instruments for the efficient management of the Fund’s portfolio. Derivatives and similar instruments allowed us to manage interest rate, credit and currency risks more effectively by allowing us both to hedge and to apply active investment views with greater versatility and to afford greater risk management precision than we would otherwise be able to implement.

Were there any notable changes in the Fund’s weightings during the initial part of the Reporting Period?

We shifted the Fund from a neutral duration position relative to the Barclays Index to a comparatively short duration position at the end of March 2013 and then to a more modest short duration position relative to the Barclays Index by the end of the initial part of the Reporting Period. We also increased the Fund’s long volatility positioning, accomplished through swaptions, during the initial part of the Reporting Period.

How was the Fund positioned relative to the Barclays Index at the end of the initial part of the Reporting Period?

At the end of the initial part of the Reporting Period, the Fund was significantly underweight U.S. government securities relative to the Barclays Index. It had investments in quasi-government bonds, asset-backed securities (“ABS”), agency CMOs and pass-through mortgage securities, none of which are represented in the benchmark.

What key factors had the greatest impact on the Fund’s performance between April 30, 2013 and June 30, 2013 (“the latter part of the Reporting Period”)?

During the latter part of the Reporting Period, our top-down cross-sector strategy detracted from relative performance. In our cross-sector strategy, we invest Fund assets across a variety of fixed income sectors, including some that may not be included in the BofA Index. Bottom-up issue selection of investment grade corporate bonds also dampened returns.

On the positive side, the Fund’s duration and yield curve positioning contributed positively. In addition, the Fund benefited from our issue selection in the collateralized sector and among government/agency bonds.

Which fixed income market sectors helped or hurt Fund performance during the latter part of the Reporting Period?

Within our cross-sector strategy, the Fund’s overweight compared to the BofA Index in mortgage-backed securities was the largest detractor from relative performance during the latter part of the Reporting Period. Concern that the Fed would begin tapering its asset purchases earlier than previously expected led to a sell-off in the mortgage-backed securities market and a widening of mortgage-backed securities spreads (yield differentials between mortgage-backed securities and comparable maturity U.S. Treasury securities). In addition, bottom-up issue selection of agency securities, mortgage pass-through securities and corporate bonds hampered results. In particular, the Fund was hurt by issue selection of short maturity, high credit quality corporate bonds. The Fund’s exposure to U.S. swap spreads also detracted from relative performance.

The Fund benefited from our issue selection in the collateralized sector, which was concentrated in agency adjustable rate mortgage-backed securities (“ARMs”) and agency collateralized CMOs. In addition, issue selection among U.S. Treasury securities and U.S. Treasury futures added to performance.

 

9


GOLDMAN SACHS VARIABLE INSURANCE TRUST — GOLDMAN SACHS HIGH QUALITY FLOATING RATE FUND

 

Did the Fund’s duration and yield curve positioning strategy help or hurt its results during the latter part of the Reporting Period?

Tactical management of the Fund’s duration and yield curve positioning added slightly to its relative performance during the latter part of the Reporting Period. Most of the positive return was attributable to the Fund’s underweighted positions relative to the BofA Index in the three-year, five-year, 10-year and 20-year segments of the U.S. Treasury yield curve, as core government bond markets sold off. These results were partially offset by the Fund’s overweighted positions relative to the BofA Index in the seven-year and 30-year segments of the U.S. Treasury yield curve. Interest rates increased and credit spreads (or yield differentials between bonds of similar maturities) widened during the latter part of the Reporting Period, as the prospect of potential Fed monetary tightening produced an uptick in volatility across the fixed income markets. U.S. Treasury yields rose during the latter part of the Reporting Period, with the five-year U.S. Treasury yield climbing 72 basis points; the 10-year U.S. Treasury yield rising 81 basis points; and the 30-year U.S. Treasury yield increasing 62 basis points.

How did the Fund use derivatives and similar instruments during the latter part of the Reporting Period?

As market conditions warranted during the latter part of the Reporting Period, the Fund engaged in U.S. Treasury futures to hedge interest rate exposure and facilitate specific duration and yield curve strategies. In addition, interest rate swaps were used to manage exposure to fluctuations in interest rates. Swaptions (or options on interest rate swap contracts) were employed to express our investment views and managed volatility. Overall, we employ derivatives and similar instruments for the efficient management of the Fund’s portfolio. Derivatives and similar instruments allow us to manage interest rate, credit and currency risks more effectively by allowing us both to hedge and to apply active investment views with greater versatility and to afford greater risk management precision than we would otherwise be able to implement.

Were there any notable changes in the Fund’s weightings during the latter part of the Reporting Period?

In the latter part of the Reporting Period, as the Fund’s investment strategy changed, we reduced its allocations to U.S. Treasury securities and agency securities and increased its allocations to mortgage-backed securities and ABS. More specifically, we increased the Fund’s overweight in agency mortgage-backed securities and non-agency mortgage-backed securities. We also increased the Fund’s long volatility positioning, accomplished through swaptions, during the latter part of the Reporting Period.

How was the Fund positioned relative to the BofA Index at the end of the Reporting Period?

At the end of the Reporting Period, the Fund was significantly underweight U.S. government securities relative to the BofA Index. It had positions in ABS, agency ARMs and agency CMOs, none of which are represented in the benchmark.

 

10


GOLDMAN SACHS VARIABLE INSURANCE TRUST — GOLDMAN SACHS GROWTH OPPORTUNITIES FUND

 

INVESTMENT OBJECTIVE

The Fund seeks long-term growth of capital.

 

 

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Growth Equity Management Team discusses the Goldman Sachs Variable Insurance Trust — Goldman Sachs Growth Opportunities Fund’s (the “Fund”) performance and positioning for the six-month period ended June 30, 2013 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Service Shares generated a cumulative total return of 10.82%. This return compares to the 14.70% cumulative total return of the Fund’s benchmark, the Russell Midcap® Growth Index (with dividends reinvested) (the “Russell Index”), during the same time period. For the period since their inception on April 30, 2013 through June 30, 2013, the Fund’s Institutional Shares generated a cumulative total return of 0.26% compared to the 1.89% cumulative total return of the Russell Index.

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

The Fund underperformed the Russell Index largely because of stock selection.

Which equity market sectors contributed to Fund performance?

Our bottom-up approach focuses on security selection, and as a result, we do not make active sector-level investment decisions. That said, on a sector level, security selection in the consumer discretionary, information technology and industrials sectors detracted from the Fund’s relative performance. Stock picks in the financials and materials sectors contributed positively to Fund results.

Which individual stocks detracted from the Fund’s performance during the Reporting Period?

Rackspace Hosting, a leading provider of managed hosting and cloud computing services, detracted from the Fund’s relative performance during the Reporting Period. Rackspace Hosting reported disappointing results in its fiscal first quarter, with the slowdown in sales growth highlighting the company’s challenges in gaining traction with its new cloud offering and more specifically, its transitioning of large enterprise customers to the new offering. The company also indicated it would have to spend more to acquire new customers. In our opinion, the secular growth trends driving Rackspace Hosting remain intact as the architecture of computing and enterprise information technology spending continue to shift toward the cloud. However, we are mindful about managing the size of the Fund’s position to reflect changes in the company’s overall risk/reward profile.

Equinix, a leading data center solutions company, was another detractor from the Fund’s relative returns during the Reporting Period. Its shares fell as the potential for rising interest rates weighed broadly on yield-sensitive securities, such as bonds and real estate investment trusts (“REITs”). In addition, the U.S. Internal Revenue Service announced it would more closely evaluate how it defines a REIT and how it applies REIT status to particular companies. In 2012, Equinix announced its planned conversion to a REIT. In our view, this is a short-term headwind for the stock, as similar companies in the data center industry have already converted to a REIT structure. We believe that despite recent weakness, the company’s fundamentals remain strong and that Equinix continues to benefit from several secular growth drivers, including cloud computing, growth in Internet traffic and enterprise outsourcing, and rising demand for optimized network performance. We believe Equinix’s pricing power remains strong in all of the regions in which it operates and its global focus continues to be a significant differentiator versus its peers.

During the Reporting Period, wireless tower company SBA Communications hampered the Fund’s relative performance. Tower companies broadly underperformed the market during the first quarter of 2013, partly on concerns that growth in U.S. tower businesses may slow during 2014 after what analysts predict will be a strong 2013. The stock also underperformed in response to the potential impact of rising interest rates on REIT valuations. SBA Communications has indicated it is evaluating the potential to convert to a REIT. In our opinion, the fundamentals of the tower industry remain robust, and the company’s management indicated in recent quarterly earnings announcements that the business has significant growth potential through 2014. We believe SBA Communications should continue to see many years of strong growth both in the U.S. and internationally. We expect the rollout of high speed LTE (long-term evolution) wireless service, which is currently driving the U.S. leasing business, to be followed by

 

11


GOLDMAN SACHS VARIABLE INSURANCE TRUST — GOLDMAN SACHS GROWTH OPPORTUNITIES FUND

 

several years of growth as wireless carriers add capacity to these initial networks. Also, demand for mobile content shows no sign of slowing.

Which individual stocks added to the Fund’s relative performance during the Reporting Period?

Vertex Pharmaceuticals was the top contributor to the Fund’s relative performance during the Reporting Period. Its shares spiked after the release of supportive trial data on one of the cystic fibrosis drugs it had in development, making regulatory approval of the treatment more likely. At the end of the Reporting Period, we believed Vertex Pharmaceuticals had an attractive risk/reward profile and was well positioned to grow its total available market through its cystic fibrosis franchise. We also thought the market underestimated the value of Vertex’s hepatitis-C franchise, which we believe could ultimately lead to a higher stock price. In our opinion, Vertex has a robust pipeline of new treatments and maintains a healthy balance sheet that should help it fund research on additional therapies.

Pandora, a leading Internet radio service provider, was another notable contributor to the Fund’s relative returns during the Reporting Period. Pandora reported record results for the first quarter of its fiscal year and raised its full fiscal year guidance. Its stock was also bolstered by the company’s estimates that in 2013, one third of all new cars — more than 100 vehicle models — sold in the U.S. will have Pandora installed. If so, Pandora could gain a share of car listeners, potentially driving up its listening hours per user. We believe the company is well positioned to gain market share within the terrestrial radio market and should continue to grow its active user base as it builds its advertising sales force. In our opinion, Pandora’s differentiated business model, first-mover advantage and strong brand recognition also support sustainable growth.

Activision Blizzard, a leading publisher of gaming software and content, added to the Fund’s performance during the Reporting Period. The company reported solid fourth quarter 2012 results, driven by strong performance in its key franchises. Video game Skylanders, which was launched in 2011, has already crossed the $1 billion revenue threshold. The Call of Duty video game franchise has posted solid growth as well as an increase in online engagement for Black Ops 2, particularly during December 2012.

Did the Fund make any significant purchases or sales during the Reporting Period?

During the Reporting Period, we initiated a position in industrial machinery and equipment company W.W. Grainger. The company is the leading industrial distributor of maintenance, repair and operating supplies in North America. We believe the company’s smaller but growing international (non-European) exposure could create meaningful growth opportunities in the future. In our view, W. W. Grainger’s scale, technological advantages and strong management should allow the company to continue to expand its margins and increase market share. We also believe the company has a strong risk/reward profile and an attractive valuation.

We also initiated a position during the Reporting Period in electrical equipment manufacturer Hubbell. The company designs, manufactures and distributes electrical and power supplies for a range of residential and non-residential applications. In our opinion, Hubbell’s established brand name and distribution network position the company well to benefit from incremental improvements in the U.S. housing and construction markets.

In addition, during the Reporting Period, we initiated a position in Limited Brands. The specialty fashion retailer owns two flagship brands, Victoria’s Secret and Bath & Body Works. In our view, the company is focused on three key initiatives that should drive growth going forward—growth in Victoria’s Secret’s U.S. square footage, international expansion and expansion of operating margins through supply chain improvements that should lead to shorter lead times and allow stores to keep products fresh and reduce markdowns. At the beginning of the Reporting Period, we took advantage of share price weakness to establish a position in what we consider a high quality company with strong long-term growth potential.

During the Reporting Period, the Fund sold its position in Activision Blizzard. The company performed well during the Reporting Period, driven by a combination of expected share buybacks and optimism that the release of new consoles by Sony and Microsoft later in 2013 could result in greater demand for video games. In our view, Activision Blizzard’s shares had become fairly valued, and we decided to exit the Fund’s position in favor of what we considered to be more attractive opportunities.

We liquidated the Fund’s position in Family Dollar Stores. While we still favor the industry overall, we lost confidence in the turnaround story for Family Dollar Stores, especially as it relates to the strategic initiatives around tobacco. At the time of the sale, we increased the Fund’s position in Dollar General, which is a similar company but one that we believe should provide more consistent, steady growth.

During the Reporting Period, we exited the Fund’s position in NetApp, a company that develops data storage hardware and software for enterprise clients. The stock performed well after the company reported a solid set of earnings and announced it was doubling its existing share buyback program to approximately $3 billion. We sold the Fund’s position because we believe a number of other similar companies were trading at similar valuations and had more compelling growth prospects.

 

12


GOLDMAN SACHS VARIABLE INSURANCE TRUST — GOLDMAN SACHS GROWTH OPPORTUNITIES FUND

 

Were there any notable changes in the Fund’s weightings during the Reporting Period?

There were no notable changes in the Fund’s weightings during the Reporting Period.

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

In keeping with its investment process, the Fund did not use derivatives during the Reporting Period.

How was the Fund positioned relative to the Russell Index at the end of the Reporting Period?

As mentioned, the Fund’s sector positioning relative to the Russell Index is the result of our stock selection, as we take a pure bottom-up, research-intensive approach to investing. From that perspective, then, at the end of the Reporting Period, the Fund’s portfolio was broadly diversified with overweighted positions compared to the Russell Index in the financials, health care and telecommunication services sectors. The Fund had smaller weightings than the Russell Index in the materials, utilities, consumer staples, industrials and consumer discretionary sectors. It was relatively neutral compared to the Russell Index in the energy and information technology sectors at the end of the Reporting Period.

 

13


FUND BASICS

 

Core Fixed Income Fund

as of June 30, 2013

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/13    One Year      Five Year      Since Inception      Inception Date
Service      0.94      5.20      4.52    1/09/06
Institutional      N/A         N/A         (3.36    4/30/13

 

1  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 (“NAV”). Because Institutional and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, 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 total return figures in the above chart. Please visit www.goldmansachsfunds.com/vit to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Service        0.67      0.83
Institutional        0.42         0.58   

 

2  The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectus for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2014, 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.

 

14


FUND BASICS

 

FUND COMPOSITION3

 

 

 

 

LOGO

 

 

 

3  The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets. Figures in the graph may not sum to 100% due to the exclusion of other assets and liabilities. 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.

 

4  “Federal Agencies” are mortgage-backed securities guaranteed by the Government National Mortgage Association (“GNMA”), Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corp. (“FHLMC”). GNMA instruments are backed by the full faith and credit of the United States Government.

 

5  “Agency Debentures” include agency securities offered by companies such as FNMA and FHLMC, which operate under a government charter. While they are required to report to a government regulator, their assets are not explicitly guaranteed by the government and they otherwise operate like any other publicly traded company.

 

15


FUND BASICS

 

Equity Index Fund

as of June 30, 2013

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/13    One Year      Five Year      Since Inception      Inception Date
Service      20.11      6.69      4.96    1/09/06

 

1  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 (“NAV”). Because Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, 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 total return figures in the above chart. Please visit www.goldmansachsfunds.com/vit to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Service        0.48      0.74

 

2  The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectus for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2014, 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 6/30/133

 

 

Holding      % of Net Assets      Line of Business
Exxon Mobil Corp.        2.8%       Energy
Apple, Inc.        2.6      Technology Hardware & Equipment
Microsoft Corp.        1.8      Software & Services
Johnson & Johnson        1.7      Pharmaceuticals, Biotechnology & Life Sciences
General Electric Co.        1.7      Capital Goods
Google, Inc. Class A        1.6      Software & Services
Chevron Corp.        1.6      Energy
The Procter & Gamble Co.        1.5      Household & Personal Products
Berkshire Hathaway, Inc. Class B        1.4      Insurance
Wells Fargo & Co.        1.4      Banks

 

3  The top ten holdings may not be representative of the Fund’s future investments.

 

16


FUND BASICS

 

FUND VS. BENCHMARK SECTOR ALLOCATIONS4

As of June 30, 2013

 

 

 

LOGO

 

 

 

4  The Fund’s composition may differ over time. Consequently, the Fund’s overall sector allocations may differ from percentages contained in the graph above. The graph categorizes investments using Global Industry Classification Standard (“GICS”), however, the sector classifications used by the portfolio management team may differ from GICS. 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.

 

17


FUND BASICS

 

Growth Opportunities Fund

as of June 30, 2013

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/13    One Year      Five Year      Since Inception      Inception Date
Service      18.69      8.28      7.70    1/09/06
Institutional      N/A         N/A         0.26       4/30/13

 

1  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 (“NAV”). Because Institutional and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, 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 total return figures in the above chart. Please visit www.goldmansachsfunds.com/vit to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Service        1.15      1.39
Institutional        0.99         1.14   

 

2  The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectus for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2014, 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 6/30/133

 

 

Holding      % of Net Assets      Line of Business
SBA Communications Corp. Class A        3.4%       Telecommunication Services
Equinix, Inc.        2.7      Software & Services
CBRE Group, Inc. Class A        2.7      Real Estate
IntercontinentalExchange, Inc.        2.5      Diversified Financials
Agilent Technologies, Inc.        2.5      Pharmaceuticals, Biotechnology & Life Sciences
PVH Corp.        2.4      Consumer Durables & Apparel
Xilinx, Inc.        2.3      Semiconductors & Semiconductor Equipment
MSCI, Inc.        2.2      Diversified Financials
Amphenol Corp. Class A        2.2      Technology Hardware & Equipment
Dollar General Corp.        2.1      Retailing

 

3  The top ten holdings may not be representative of the Fund’s future investments.

 

18


FUND BASICS

 

FUND vs. BENCHMARK SECTOR ALLOCATIONS4

As of June 30, 2013

 

 

 

LOGO

 

 

 

4  The Fund is actively managed and, as such, its composition may differ over time. Consequently, the Fund’s overall sector allocations may differ from percentages contained in the graph above. The graph categorizes investments using Global Industry Classification Standard (“GICS”), however, the sector classifications used by the portfolio management team may differ from GICS. 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.

 

19


FUND BASICS

 

High Quality Floating Rate Fund

as of June 30, 2013

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/13    One Year      Five Year      Since Inception      Inception Date
Service      0.83      4.69      4.66    1/09/06
Institutional      N/A         N/A         (0.11    4/30/13

 

1  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 (“NAV”). Because Institutional and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, 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 total return figures in the above chart. Please visit www.goldmansachsfunds.com/vit to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Service        0.65      0.92
Institutional        0.40         0.67   

 

2  The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectus for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2014, 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.

 

20


FUND BASICS

 

FUND COMPOSITION3

 

 

 

 

LOGO

 

 

 

3  The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets. Figures in the graph may not sum to 100% due to the exclusion of other assets and liabilities. 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.

 

4  “Federal Agencies” are mortgage-backed securities guaranteed by the Government National Mortgage Association (“GNMA”), Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corp. (“FHLMC”). GNMA instruments are backed by the full faith and credit of the United States Government.

 

5  “Agency Debentures” include agency securities offered by companies such as FNMA and FHLMC, which operate under a government charter. While they are required to report to a government regulator, their assets are not explicitly guaranteed by the government and they otherwise operate like any other publicly traded company.

 

21


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

Schedule of Investments

June 30, 2013 (Unaudited)

 

Principal

Amount

   

Interest

Rate

   

Maturity

Date

    Value  
  Corporate Obligations – 25.3%   

 

Automobiles & Components – 0.5%

  

 

Delphi Corp.(a)

  

$ 75,000        5.000     02/15/18      $ 77,062   

 

Ford Motor Credit Co. LLC

  

  525,000        3.984        06/15/16        548,095   
     

 

 

 
        625,157   

 

 

 

 

Banks – 6.8%

  

 

Abbey National Treasury Services PLC

  

  175,000        2.875        04/25/14        177,141   

 

ANZ Capital Trust II(a)(b)

  

  425,000        5.360        12/15/15        425,000   

 

Bank of America Corp.

  

  225,000        6.000        09/01/17        251,070   
  200,000        5.750        12/01/17        221,553   
  100,000        5.625        07/01/20        110,601   

 

Barclays Bank PLC(b)

  

  125,000        6.050        12/04/17        135,215   

 

Capital One Financial Corp.

  

  225,000        1.000        11/06/15        222,200   

 

CBA Capital Trust II(a)(b)(c)

  

  325,000        6.024        12/31/49        329,875   

 

Citigroup, Inc.

  

  375,000        5.000        09/15/14        389,504   
  150,000        3.375        03/01/23        142,991   

 

Compass Bank

  

  175,000        5.500        04/01/20        178,736   

 

ING Bank NV(b)

  

  450,000        2.000        09/25/15        453,816   

 

Intesa Sanpaolo SpA

  

  225,000        3.125        01/15/16        220,054   

 

JPMorgan Chase & Co.

  

  100,000        3.250        09/23/22        94,768   

 

Merrill Lynch & Co., Inc.

  

  325,000        6.400        08/28/17        365,651   

 

Mizuho Corporate Bank Ltd.(b)

  

  200,000        2.550        03/17/17        201,602   

 

Morgan Stanley & Co.

  

  200,000        6.250        08/28/17        222,616   
  550,000        5.950        12/28/17        608,725   

 

Regions Bank

  

  250,000        7.500        05/15/18        291,989   

 

Regions Financial Corp.

  

  325,000        5.750        06/15/15        347,608   

 

Resona Bank Ltd.(a)(b)(c)

  

  650,000        5.850        12/31/49        693,521   

 

Royal Bank of Scotland Group PLC

  

  250,000        2.550        09/18/15        254,914   

 

Santander Holdings USA, Inc.

  

  75,000        3.000 (a)      09/24/15        76,327   
  165,000        4.625        04/19/16        172,893   

 

Standard Chartered PLC(b)

  

  150,000        5.500        11/18/14        157,905   

 

Swedbank AB(b)

  

  500,000        1.750        03/12/18        485,800   

 

 

 
  Corporate Obligations – (continued)   

 

Banks – (continued)

  

 

The Bear Stearns Companies LLC

  

$ 400,000        7.250     02/01/18      $ 473,813   

 

Union Bank NA

  

  425,000        2.125        06/16/17        423,501   

 

Wachovia Bank NA

  

  300,000        6.600        01/15/38        363,010   
     

 

 

 
        8,492,399   

 

 

 

 

Chemicals – 0.7%

  

 

CF Industries, Inc.

  

  150,000        3.450        06/01/23        143,653   

 

Eastman Chemical Co.

  

  150,000        2.400        06/01/17        150,566   
  150,000        4.800 (a)      09/01/42        140,157   

 

Ecolab, Inc.

  

  450,000        4.350        12/08/21        475,331   
     

 

 

 
        909,707   

 

 

 

 

Diversified Manufacturing – 0.4%

  

 

Roper Industries, Inc.

  

  275,000        2.050        10/01/18        269,368   

 

Xylem, Inc.

  

  250,000        3.550        09/20/16        261,267   
     

 

 

 
        530,635   

 

 

 

 

Electric – 1.1%

  

 

Florida Power & Light Co.(a)

  

  193,000        4.125        02/01/42        183,771   

 

NV Energy, Inc.

  

  200,000        6.250        11/15/20        234,325   

 

PPL WEM Holdings PLC(a)(b)

  

  220,000        5.375        05/01/21        241,540   

 

Progress Energy, Inc.

  

  350,000        7.000        10/30/31        424,256   

 

Puget Sound Energy, Inc. Series A(a)(c)

  

  75,000        6.974        06/01/67        77,625   

 

Southern California Edison Co.(a)

  

  175,000        4.050        03/15/42        163,947   
     

 

 

 
        1,325,464   

 

 

 

 

Energy – 2.8%

  

 

BG Energy Capital PLC(a)(c)

  

  325,000        6.500        11/30/72        346,694   

 

Dolphin Energy Ltd.(b)

  

  170,712        5.888        06/15/19        184,689   
  200,000        5.500        12/15/21        215,000   

 

Gazprom OAO Via Gaz Capital SA(d)

  

  350,000        9.250        04/23/19        425,250   

 

Nexen, Inc.

  

  75,000        5.875        03/10/35        77,172   
  130,000        6.400        05/15/37        141,045   

 

Pemex Project Funding Master Trust

  

  150,000        6.625        06/15/35        157,125   

 

Petrobras Global Finance BV

  

  160,000        4.375        05/20/23        146,775   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

Principal

Amount

   

Interest

Rate

   

Maturity

Date

    Value  
  Corporate Obligations – (continued)   

 

Energy – (continued)

  

 

Petrobras International Finance Co.

  

$ 40,000        5.750     01/20/20      $ 41,414   
  190,000        5.375        01/27/21        192,188   

 

PTTEP Canada International Finance Ltd.(b)

  

  240,000        5.692        04/05/21        256,459   

 

Ras Laffan Liquefied Natural Gas Co. Ltd. III(b)

  

  250,000        5.500        09/30/14        260,823   

 

Rosneft Oil Co. via Rosneft International Finance Ltd.(b)

  

  200,000        4.199        03/06/22        185,300   

 

TNK-BP Finance SA

  

  140,000        7.875        03/13/18        159,250   

 

Transocean, Inc.

  

  375,000        6.500        11/15/20        420,309   
  75,000        6.375        12/15/21        84,119   

 

Weatherford International Ltd.

  

  175,000        9.625        03/01/19        221,311   
     

 

 

 
        3,514,923   

 

 

 

 

Entertainment – 0.1%

  

 

The Walt Disney Co.

  

  140,000        3.700        12/01/42        125,165   

 

 

 

 

Food & Beverage – 1.2%

  

 

ConAgra Foods, Inc.

  

  300,000        1.900        01/25/18        296,036   

 

Kraft Foods Group, Inc.

  

  275,000        6.125        08/23/18        322,890   

 

Mondelez International, Inc.

  

  200,000        6.500        02/09/40        235,617   

 

Pernod-Ricard SA(b)

  

  375,000        4.450        01/15/22        384,907   

 

SABMiller Holdings, Inc.(b)

  

  275,000        2.450        01/15/17        279,364   
     

 

 

 
        1,518,814   

 

 

 

 

Food & Staples Retailing – 0.1%

  

 

Walgreen Co.

  

  175,000        1.800        09/15/17        172,419   

 

 

 

 

Healthcare – 0.4%

  

 

Cigna Corp.

  

  150,000        2.750        11/15/16        155,417   

 

Coventry Health Care, Inc.

  

  153,000        6.300        08/15/14        161,596   

 

DENTSPLY International, Inc.

  

  125,000        2.750        08/15/16        126,328   
     

 

 

 
        443,341   

 

 

 

 

Household & Personal Products – 0.5%

  

 

Avon Products, Inc.

  

  325,000        4.600        03/15/20        327,588   

 

Kimberly-Clark Corp.

  

  300,000        3.700        06/01/43        267,941   
     

 

 

 
        595,529   

 

 

 
  Corporate Obligations – (continued)   

 

Life Insurance – 0.8%

  

 

American International Group, Inc.

  

$ 125,000        2.375     08/24/15      $ 126,660   

 

Genworth Financial, Inc.

  

  75,000        8.625        12/15/16        88,743   
  75,000        7.200        02/15/21        83,680   
  125,000        7.625        09/24/21        145,243   

 

Hartford Financial Services Group, Inc.

  

  94,000        6.000        01/15/19        105,897   

 

Metropolitan Life Global Funding I(b)

  

  200,000        3.875        04/11/22        202,619   

 

The Northwestern Mutual Life Insurance Co.(b)

  

  200,000        6.063        03/30/40        225,168   
     

 

 

 
        978,010   

 

 

 

 

Media Non Cable – 0.4%

  

 

NBCUniversal Media LLC

  

  175,000        2.875        04/01/16        182,883   

 

WPP Finance UK

  

  275,000        8.000        09/15/14        296,815   
     

 

 

 
        479,698   

 

 

 

 

Metals and Mining(b) – 0.6%

  

 

Glencore Funding LLC

  

  125,000        1.700        05/27/16        121,214   
  175,000        2.500        01/15/19        158,324   

 

Xstrata Finance Canada Ltd.

  

  500,000        2.450        10/25/17        484,891   
     

 

 

 
        764,429   

 

 

 

 

Noncaptive-Financial – 0.6%

  

 

General Electric Capital Corp.

  

  300,000        5.875        01/14/38        326,080   

 

International Lease Finance Corp.

  

  375,000        5.750        05/15/16        384,375   
     

 

 

 
        710,455   

 

 

 

 

Pharmaceuticals(b) – 0.7%

  

 

AbbVie, Inc.

  

  650,000        1.750        11/06/17        636,117   

 

Mylan, Inc.(a)

  

  250,000        7.875        07/15/20        288,750   
     

 

 

 
        924,867   

 

 

 

 

Pipelines – 1.7%

  

 

Buckeye Partners LP(a)

  

  150,000        4.150        07/01/23        145,790   

 

El Paso Pipeline Partners Operating Co. LLC(a)

  

  275,000        5.000        10/01/21        294,133   

 

Energy Transfer Partners LP

  

  375,000        5.950        02/01/15        402,507   

 

Enterprise Products Operating LLC Series A(a)(c)

  

  450,000        8.375        08/01/66        499,500   

 

Enterprise Products Operating LLC Series B(a)(c)

  

  125,000        7.034        01/15/68        139,688   

 

 

 

 

The accompanying notes are an integral part of these financial statements.   23


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

Schedule of Investments (continued)

June 30, 2013 (Unaudited)

 

Principal

Amount

   

Interest

Rate

   

Maturity

Date

    Value  
  Corporate Obligations – (continued)   

 

Pipelines – (continued)

  

 

Tennessee Gas Pipeline Co. LLC

  

$ 200,000        8.375     06/15/32      $ 267,516   

 

TransCanada Pipelines Ltd.(a)(c)

  

  325,000        6.350        05/15/67        336,375   
     

 

 

 
        2,085,509   

 

 

 

 

Real Estate Development – 0.3%

  

 

MDC Holdings, Inc.

  

  200,000        5.625        02/01/20        212,000   
  125,000        6.000 (a)      01/15/43        116,110   
     

 

 

 
        328,110   

 

 

 

 

Real Estate Investment Trusts – 2.8%

  

 

Camden Property Trust

  

  325,000        5.700        05/15/17        361,410   
  DDR Corp.         
  225,000        7.875        09/01/20        278,648   

 

Developers Diversified Realty Corp.

  

  375,000        7.500        04/01/17        434,957   

 

ERP Operating LP(a)

  

  275,000        4.625        12/15/21        290,653   

 

HCP, Inc.

  

  275,000        6.000        01/30/17        309,084   
  125,000        2.625 (a)      02/01/20        116,720   

 

Health Care REIT, Inc.

  

  375,000        2.250        03/15/18        368,187   

 

Healthcare Realty Trust, Inc.

  

  350,000        5.750        01/15/21        382,120   

 

Kilroy Realty LP

  

  275,000        5.000        11/03/15        296,193   
  150,000        3.800 (a)      01/15/23        141,484   

 

Simon Property Group LP

  

  350,000        10.350        04/01/19        482,259   
     

 

 

 
        3,461,715   

 

 

 

 

Technology – 0.6%

  

 

Fidelity National Information Services, Inc.(a)

  

  100,000        3.500        04/15/23        90,376   

 

Hewlett-Packard Co.

  

  250,000        3.000        09/15/16        256,588   
  150,000        2.600        09/15/17        149,887   
  50,000        4.300        06/01/21        48,429   

 

NetApp, Inc.

  

  250,000        2.000        12/15/17        241,998   
     

 

 

 
        787,278   

 

 

 

 

Tobacco – 0.5%

  

 

Imperial Tobacco Finance PLC(b)

  

  400,000        2.050        02/11/18        393,194   
  200,000        3.500 (a)      02/11/23        188,032   
     

 

 

 
        581,226   

 

 

 

 

Transportation – 0.6%

  

 

Penske Truck Leasing Co. LP / PTL Finance Corp.(b)

  

  250,000        3.125        05/11/15        257,218   
  225,000        2.500        03/15/16        228,270   

 

 

 
  Corporate Obligations – (continued)   

 

Transportation – (continued)

  

 

United Parcel Service, Inc.

  

$ 300,000        3.625     10/01/42      $ 264,588   
     

 

 

 
        750,076   

 

 

 

 

Wirelines Telecommunications – 1.1%

  

 

American Tower Corp.

  

  150,000        4.700        03/15/22        151,055   
  125,000        3.500        01/31/23        114,622   

 

AT&T, Inc.

  

  425,000        2.950        05/15/16        444,160   
  475,000        2.625 (a)      12/01/22        431,827   

 

Telefonica Emisiones SAU

  

  175,000        3.192        04/27/18        169,084   
  100,000        5.462        02/16/21        103,078   
     

 

 

 
        1,413,826   

 

 

 
  TOTAL CORPORATE OBLIGATIONS   
  (Cost $30,951,342)      $ 31,518,752   

 

 

 
  Mortgage-Backed Obligations – 42.2%   

 

Adjustable Rate Non-Agency(c) – 1.1%

  

 

Countrywide Alternative Loan Trust Series 2005-38, Class A1

  

$ 221,296        1.668     09/25/35      $ 180,254   

 
 

Indymac Index Mortgage Loan Trust Series 2006-AR4,
Class A1A

  
  

  822,690        0.403        05/25/46        654,725   

 

Lehman XS Trust Series 2005-7N, Class 1A1A

  

  315,005        0.463        12/25/35        267,538   

 
 

Master Adjustable Rate Mortgages Trust Series 2006-OA2,
Class 4A1A

  
  

  435,484        1.018        12/25/46        206,343   
     

 

 

 
        1,308,860   

 

 

 

 

Collateralized Mortgage Obligations – 10.9%

  

 

Agency Multi-Family – 5.1%

  

 
 

FHLMC Multifamily Structured Pass Through Certificates
Series K027, Class A2

  
  

  600,000        2.630        01/25/23        571,543   

 
 

FHLMC Multifamily Structured Pass Through Certificates
Series K028, Class A2

  
  

  1,200,000        3.111        02/25/23        1,184,599   

 

FNMA

  

  382,516        2.800        03/01/18        400,021   
  1,068,762        3.864        05/01/18        1,154,827   
  320,000        3.968        05/01/18        348,296   
  800,000        4.656        06/01/19        876,963   
  100,000        1.520        12/25/19        99,595   
  192,943        3.530        10/01/20        203,003   
  193,155        3.753        12/01/20        204,402   
  969,754        3.888        12/01/20        1,038,247   
  100,000        2.349        05/25/22        93,280   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

Principal

Amount

   

Interest

Rate

   

Maturity

Date

    Value  
  Mortgage-Backed Obligations – (continued)   

 

Agency Multi-Family – (continued)

  

 

GNMA

  

$ 163,329        3.950     07/15/25      $ 171,585   
     

 

 

 
        6,346,361   

 

 

 

 

Covered Bond(c) – 3.2%

  

 

Abbey National Treasury Services PLC

  

GBP 200,000        2.106        02/16/15        309,818   

 

Northern Rock Asset Management PLC(b)

  

$ 900,000        5.625        06/22/17        1,019,088   

 

Sparebank 1 Boligkreditt AS(b)

  

  1,500,000        2.625        05/27/16        1,554,255   
  600,000        2.300        06/30/17        611,158   

 

Stadshypotek AB(b)

  

  500,000        1.875        10/02/19        478,150   
     

 

 

 
        3,972,469   

 

 

 

 

Regular Floater(c) – 2.4%

  

 

Aire Valley Mortgages PLC Series 2004-1X, Class 3A2

  

EUR 437,501        0.630        09/20/66        532,490   

 

Aire Valley Mortgages PLC Series 2006-1A, Class 1A(b)

  

$ 91,733        0.490        09/20/66        83,447   

 

Granite Master Issuer PLC Series 2003-3, Class 3A

  

GBP 52,704        0.884        01/20/44        78,766   

 

Granite Master Issuer PLC Series 2005-2, Class A7

  

  29,832        0.813        12/20/54        44,129   

 

Granite Master Issuer PLC Series 2006-1X, Class A7

  

  328,150        0.733        12/20/54        485,421   

 

Granite Master Issuer PLC Series 2006-3, Class A4

  

$ 1,312,599        0.272        12/20/54        1,272,702   

 

Granite Master Issuer PLC Series 2006-3, Class A5

  

EUR 29,832        0.342        12/20/54        37,767   

 

Granite Master Issuer PLC Series 2007-1, Class 2A1

  

$ 298,318        0.332        12/20/54        289,250   

 

Granite Master Issuer PLC Series 2007-1, Class 3A2

  

EUR 89,495        0.322        12/20/54        113,300   
     

 

 

 
        2,937,272   

 

 

 

 

Sequential Fixed Rate – 0.2%

  

 
 

National Credit Union Administration Guaranteed Notes
Series A4

  
  

$ 300,000        3.000        06/12/19        313,773   

 

 

 
 
 
TOTAL COLLATERALIZED
MORTGAGE OBLIGATIONS
  
  
  $ 13,569,875   

 

 

 

 

Commercial Mortgage-Backed Securities – 0.8%

  

 

Sequential Fixed Rate – 0.8%

  

 

GS Mortgage Securities Corp. II Series 2007-GG10, Class A4(c)

  

$ 300,000        5.982     08/10/45      $ 333,901   

 
 

Morgan Stanley Bank of America Merrill Lynch Trust
Series 2012-C6, Class A4

  
  

  800,000        2.858        11/15/45        744,594   
     

 

 

 
        1,078,495   

 

 

 
 
 
TOTAL COMMERCIAL
MORTGAGE-BACKED SECURITIES
 
  
  $ 1,078,495   

 

 

 
  Mortgage-Backed Obligations – (continued)   

 

Federal Agencies – 29.4%

  

 

Adjustable Rate FHLMC(c) – 1.1%

  

$ 1,284,390        2.407     09/01/35      $ 1,349,381   

 

 

 

 

Adjustable Rate FNMA(c) – 1.5%

  

  433,234        2.098        05/01/33        452,937   
  634,087        2.333        05/01/35        671,023   
  702,147        2.610        09/01/35        751,168   
     

 

 

 
        1,875,128   

 

 

 

 

FHLMC – 1.4%

  

  12,688        7.500        06/01/15        13,217   
  19,921        7.000        07/01/16        20,477   
  236,046        5.500        02/01/18        254,924   
  22,168        5.500        04/01/18        23,941   
  8,394        4.500        09/01/18        8,825   
  33,882        5.500        09/01/18        36,592   
  1,894        9.500        08/01/19        1,938   
  45        9.500        08/01/20        46   
  91,957        6.500        10/01/20        98,808   
  18,695        4.500        07/01/24        19,889   
  109,174        4.500        11/01/24        116,215   
  20,946        4.500        12/01/24        22,297   
  31,720        6.000        03/01/29        34,995   
  180        6.000        04/01/29        198   
  25,256        7.500        12/01/29        30,059   
  222,353        7.000        05/01/32        251,475   
  529        6.000        08/01/32        581   
  136,796        7.000        12/01/32        154,712   
  12,039        5.000        10/01/33        12,880   
  15,452        5.000        07/01/35        16,511   
  209,296        5.000        08/01/35        223,062   
  19,573        5.000        12/01/35        21,017   
  178,565        5.500        01/01/37        191,832   
  12,335        5.000        03/01/38        13,143   
  3,116        5.000        12/01/38        3,318   
  6,317        5.000        02/01/39        6,726   
  163,931        5.500        03/01/39        176,019   
  15,753        5.000        06/01/41        17,203   
     

 

 

 
        1,770,900   

 

 

 

 

FNMA – 24.0%

  

  20,934        7.500        08/01/15        21,180   
  17,035        6.000        04/01/16        18,220   
  31,047        6.500        05/01/16        32,795   
  43,296        6.500        09/01/16        45,942   
  55,533        6.500        11/01/16        60,939   
  12,467        7.500        04/01/17        13,115   
  246,024        5.500        02/01/18        262,508   
  228,750        5.000        05/01/18        243,574   
  21,347        6.500        08/01/18        23,641   
  113,755        7.000        08/01/18        122,705   
  396,277        4.520        06/01/21        436,306   
  2,638        5.000        06/01/23        2,808   
  84,306        5.000        08/01/23        90,635   
  266,450        5.500        09/01/23        283,493   

 

 

 

 

The accompanying notes are an integral part of these financial statements.   25


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

Schedule of Investments (continued)

June 30, 2013 (Unaudited)

 

Principal

Amount

   

Interest

Rate

   

Maturity

Date

    Value  
  Mortgage-Backed Obligations – (continued)   

 

FNMA – (continued)

  

$ 64,581        5.500     10/01/23      $ 68,822   
  18,171        4.500        07/01/24        19,456   
  235,990        4.500        11/01/24        252,848   
  99,504        4.500        12/01/24        106,608   
  79        7.000        07/01/25        91   
  3,978        7.000        11/01/25        4,605   
  25,871        9.000        11/01/25        30,264   
  93,088        7.000        08/01/26        103,619   
  770        7.000        08/01/27        887   
  7,785        7.000        09/01/27        8,968   
  26,527        6.000        12/01/27        29,063   
  287        7.000        01/01/28        331   
  166,191        6.000        02/01/29        182,678   
  154,666        6.000        06/01/29        170,200   
  45,243        8.000        10/01/29        54,271   
  12,863        7.000        12/01/29        14,817   
  71,403        5.000        01/01/30        77,304   
  1,462        8.500        04/01/30        1,750   
  7,237        8.000        05/01/30        8,060   
  365        8.500        06/01/30        421   
  14,408        7.000        05/01/32        16,595   
  117,125        7.000        06/01/32        134,601   
  152,832        7.000        08/01/32        175,635   
  36,448        8.000        08/01/32        44,099   
  7,051        5.000        08/01/33        7,613   
  572,378        5.000        09/01/33        620,723   
  7,019        5.500        09/01/33        7,678   
  1,414,190        5.000        12/01/33        1,533,639   
  2,572        5.500        02/01/34        2,807   
  433        5.500        04/01/34        472   
  40,082        5.000        12/01/34        43,188   
  18,825        5.500        12/01/34        20,475   
  59,753        5.000        04/01/35        64,540   
  129,228        6.000        04/01/35        142,154   
  3,306        5.500        09/01/35        3,595   
  240        5.500        02/01/37        261   
  367        5.500        04/01/37        399   
  383        5.500        05/01/37        416   
  582        5.500        03/01/38        633   
  1,197,100        5.000        04/01/38        1,284,572   
  484        5.500        06/01/38        526   
  699        5.500        07/01/38        759   
  515        5.500        08/01/38        560   
  378        5.500        09/01/38        411   
  9,010        5.500        10/01/38        9,794   
  276        5.500        12/01/38        300   
  237,418        5.000        01/01/39        256,625   
  47,966        4.500        08/01/39        51,187   
  492,280        4.000        09/01/40        512,891   
  859,564        4.000        11/01/40        895,553   
  1,172,158        4.500        05/01/41        1,242,444   
  174,341        6.000        05/01/41        189,575   
  734,433        4.500        09/01/41        778,472   
  1,000,000        3.000        TBA-15yr (e)      1,029,062   

 

 

 
  Mortgage-Backed Obligations – (continued)   

 

FNMA – (continued)

  

$ 12,000,000        3.500     TBA-30yr (e)    $ 12,187,500   
  1,000,000        4.000        TBA-30yr (e)      1,042,109   
  5,000,000        3.000        TBA-30yr (e)      4,889,063   
     

 

 

 
        29,983,850   

 

 

 

 

GNMA – 1.4%

  

  5,725        7.000        10/15/25        6,637   
  14,295        7.000        11/15/25        16,572   
  2,458        7.000        02/15/26        2,860   
  8,185        7.000        04/15/26        9,521   
  3,948        7.000        03/15/27        4,606   
  83,753        7.000        11/15/27        97,261   
  4,802        7.000        01/15/28        5,603   
  33,749        7.000        02/15/28        39,372   
  8,461        7.000        03/15/28        9,870   
  3,822        7.000        04/15/28        4,459   
  523        7.000        05/15/28        610   
  8,396        7.000        06/15/28        9,795   
  18,291        7.000        07/15/28        21,338   
  13,992        7.000        08/15/28        16,323   
  16,179        7.000        09/15/28        18,875   
  4,068        7.000        11/15/28        4,746   
  4,481        7.500        11/15/30        4,555   
  598        7.000        12/15/31        696   
  380,034        6.000        08/20/34        427,594   
  1,000,000        3.000        TBA-30yr (e)      989,687   
     

 

 

 
        1,690,980   

 

 

 
  TOTAL FEDERAL AGENCIES      $ 36,670,239   

 

 

 
  TOTAL MORTGAGE-BACKED OBLIGATIONS   
  (Cost $52,480,503)      $ 52,627,469   

 

 

 
     
  Agency Debentures – 5.0%   

 

Federal Home Loan Banks

  

$ 600,000        2.125     06/09/23      $ 544,612   

 

FHLMC

  

EUR 300,000        4.375        01/15/14        398,071   
$ 800,000        0.875        03/07/18        776,383   
  600,000        1.250        10/02/19        568,917   
  700,000        2.375        01/13/22        679,812   

 

FNMA

  

  1,600,000        0.625        10/30/14        1,607,245   
  600,000        0.875        02/08/18        583,289   
  400,000        6.250        05/15/29        519,989   

 

Tennessee Valley Authority

  

  500,000        5.375        04/01/56        582,545   

 

 

 
  TOTAL AGENCY DEBENTURES   
  (Cost $6,345,562)      $ 6,260,863   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

Principal

Amount

   

Interest

Rate

   

Maturity

Date

    Value  
  Asset-Backed Securities – 6.7%   

 

Collateralized Loan Obligations – 5.1%

  

 

Aberdeen Loan Funding Ltd. Series 2008-1A, Class A(b)(c)

  

$ 965,558        0.924     11/01/18      $ 934,166   

 

Acis CLO Ltd. Series 2013-1A(b)

  

  1,500,000        1.558        04/18/24        1,436,730   

 

Black Diamond CLO Ltd. Series 2006-1A, Class AD(b)(c)

  

  250,000        0.526        04/29/19        243,133   

 

Ocean Trails CLO I Series 2006-1X, Class A1(c)

  

  1,984,502        0.527        10/12/20        1,927,144   

 

OFSI Fund V Ltd. Series 2013-5A(b)

  

  950,000        1.618        04/17/25        908,926   

 

Red River CLO Ltd. Series 1A, Class A(b)(c)

  

  864,357        0.544        07/27/18        837,961   
     

 

 

 
        6,288,060   

 

 

 

 

Home Equity – 0.2%

  

 

GMAC Mortgage Corp. Loan Trust Series 2007-HE3, Class 1A1

  

  105,405        7.000        09/25/37        101,374   

 

GMAC Mortgage Corp. Loan Trust Series 2007-HE3, Class 2A1

  

  153,515        7.000        09/25/37        143,767   
     

 

 

 
        245,141   

 

 

 

 

Student Loans(c) – 1.4%

  

 

Access Group, Inc. Series 2005-2, Class A3

  

  525,620        0.453        11/22/24        517,793   

 

College Loan Corp. Trust Series 2004-1, Class A4

  

  300,000        0.466        04/25/24        283,241   

 

College Loan Corp. Trust Series 2006-1, Class A3

  

  1,000,000        0.366        10/25/25        984,819   
     

 

 

 
        1,785,853   

 

 

 
  TOTAL ASSET-BACKED SECURITIES   
  (Cost $8,384,866)      $ 8,319,054   

 

 

 
     
  Foreign Debt Obligations – 3.1%   

 

Sovereign – 2.1%

  

 

Chile Government International Bond

  

$ 150,000        3.625     10/30/42      $ 123,000   

 

Colombia Government International Bond

  

  209,000        4.375        07/12/21        216,838   

 

Indonesia Government International Bond

  

  230,000        8.500        10/12/35        302,450   

 

Mexico Government International Bond

  

  250,000        4.750        03/08/44        226,250   

 

Slovenia Government International Bond(b)

  

  210,000        5.500        10/26/22        190,999   

 

United Kingdom Gilt

  

GBP 1,000,000        2.750        01/22/15        1,576,221   
     

 

 

 
        2,635,758   

 

 

 

 

Supranational – 1.0%

  

 

Inter-American Development Bank

  

  200,000        1.000        02/27/18        192,361   

 

 

 
  Foreign Debt Obligations – (continued)   

 

Supranational – (continued)

  

 

International Finance Corp.

  

$ 1,100,000        0.875     06/15/18      $ 1,067,170   
     

 

 

 
        1,259,531   

 

 

 
  TOTAL FOREIGN DEBT OBLIGATIONS   
  (Cost $4,069,519)      $ 3,895,289   

 

 

 
     
  Municipal Debt Obligations – 1.1%   

 

California – 0.3%

  

 

California State Various Purpose GO Bonds Series 2010

  

$ 140,000        7.950     03/01/36      $ 166,139   
  105,000        7.625        03/01/40        141,033   
     

 

 

 
        307,172   

 

 

 

 

Illinois – 0.2%

  

 

Illinois State GO Bonds for Build America Bonds Series 2010-5

  

  250,000        7.350        07/01/35        275,477   

 

 

 

 

New York – 0.4%

  

 

Rensselaer Polytechnic Institute Taxable Bonds Series 2010

  

  475,000        5.600        09/01/20        527,934   

 

 

 

 

Ohio – 0.2%

  

 
 

American Municipal Power, Inc. RB Build America Bond Series
2010 E RMKT

  
  

  250,000        6.270        02/15/50        266,190   

 

 

 
  TOTAL MUNICIPAL DEBT OBLIGATIONS   
  (Cost $1,224,996)      $ 1,376,773   

 

 

 
     
  Government Guarantee Obligations – 2.0%   

 

Achmea Hypotheekbank NV(b)(f)

  

$ 105,000        3.200     11/03/14      $ 108,990   

 

Israel Government AID Bond(g)

  

  400,000        5.500        09/18/23        481,845   
  100,000        5.500        12/04/23        120,852   
  100,000        5.500        04/26/24        120,657   

 

Kommunalbanken AS(b)(f)

  

  300,000        1.000        09/26/17        295,615   

 

Landwirtschaftliche Rentenbank(f)

  

  1,400,000        4.125        07/15/13        1,401,792   

 

 

 
  TOTAL GOVERNMENT GUARANTEE OBLIGATIONS   
  (Cost $2,591,012)      $ 2,529,751   

 

 

 
     
  U.S. Treasury Obligations – 19.4%   

 

United States Treasury Bonds

  

$ 400,000        3.125     11/15/41      $ 374,784   
  1,100,000        3.125        02/15/42        1,029,248   
  1,100,000        3.000        05/15/42        1,001,913   
  200,000        3.125        02/15/43        186,544   
  900,000        2.875        05/15/43        796,293   

 

 

 

 

The accompanying notes are an integral part of these financial statements.   27


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

Schedule of Investments (continued)

June 30, 2013 (Unaudited)

 

Principal

Amount

   

Interest

Rate

   

Maturity

Date

    Value  
  U.S. Treasury Obligations – (continued)   

 

United States Treasury Inflation-Protected Securities

  

$ 755,056        2.000     01/15/14      $ 766,047   
  2,637,000        1.250        04/15/14        2,674,920   
  402,960        0.125        01/15/23        391,061   

 

United States Treasury Notes

  

  2,600,000        0.125 (h)      12/31/14        2,595,216   
  700,000        0.125        04/30/15        697,333   
  1,300,000        0.750        03/31/18        1,265,017   
  600,000        0.625        04/30/18        579,684   
  3,800,000        1.000        05/31/18        3,733,652   
  1,200,000        1.375        06/30/18        1,199,160   
  800,000        1.875        06/30/20        796,904   
  5,000,000        1.625        11/15/22        4,665,150   
  300,000        1.750        05/15/23        280,899   

 

United States Treasury Principal-Only STRIPS

  

  1,900,000        0.000 (i)      11/15/27        1,199,603   

 

 

 
  TOTAL U.S. TREASURY OBLIGATIONS   
  (Cost $24,978,998)      $ 24,233,428   

 

 

 
  TOTAL INVESTMENTS – 104.8%   
  (Cost $131,026,798)      $ 130,761,379   

 

 

 

 
 

LIABILITIES IN EXCESS OF
OTHER ASSETS – (4.8)%

 
  

    (5,995,604

 

 

 
  NET ASSETS – 100.0%      $ 124,765,775   

 

 

 

 

The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
(a)   Securities with “Call” features with resetting interest rates. Maturity dates disclosed are the final maturity dates.
(b)   Exempt from registration under Rule 144A of the Securities Act of 1933. Under procedures approved by the Board of Trustees, such securities have been determined to be liquid by the investment adviser and may be resold, normally to qualified institutional buyers in transactions exempt from registration. Total market value of Rule 144A securities amounts to $16,777,231, which represents approximately 13.4% of net assets as of June 30, 2013.
(c)   Variable rate security. Interest rate disclosed is that which is in effect at June 30, 2013.
(d)   Security with “Put” features and resetting interest rates. Maturity dates disclosed are the puttable dates. Interest rate disclosed is that which is in effect at June 30, 2013.
(e)   TBA (To Be Announced) Securities are purchased/sold on a forward commitment basis with an approximate principal amount and no defined maturity date. The actual principal and maturity date will be determined upon settlement when the specific mortgage pools are assigned. Total market value of TBA securities (excluding forward sales contracts, if any) amounts to $20,137,421 which represents approximately 16.1% of net assets as of June 30, 2013.

 

(f)   Guaranteed by a foreign government. Total market value of these securities amounts to $1,806,397, which represents 1.4% of net assets as of June 30, 2013.
(g)   Guaranteed by the United States Government. Total market value of these securities amounts to $723,354, which represents 0.6% of net assets as of June 30, 2013.
(h)   All or a portion of security is segregated as collateral for initial margin requirements on futures transactions.
(i)   Issued with a zero coupon. Income is recognized through the accretion of discount.

 

Investment Abbreviations:
FHLMC   —Federal Home Loan Mortgage Corp.
FNMA   —Federal National Mortgage Association
GNMA   —Government National Mortgage Association
GO   —General Obligation
RB   —Revenue Bond
RMKT   —Remarketed
STRIPS  

—Separate Trading of Registered Interest and Principal of Securities

UK   —United Kingdom
Currency Abbreviations:
AUD   —Australian Dollar
CAD   —Canadian Dollar
CHF   —Swiss Franc
EUR   —Euro
GBP   —British Pound
JPY   —Japanese Yen
MXN   —Mexican Peso
NOK   —Norwegian Krone
NZD   —New Zealand Dollar
SEK   —Swedish Krona
USD   —United States Dollar

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

ADDITIONAL INVESTMENT INFORMATION

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS — At June 30, 2013, the Fund had the following forward foreign currency exchange contracts:

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS WITH UNREALIZED GAIN

 

Counterparty      Contracts to
Buy/Sell
     Settlement
Date
     Current
Value
       Unrealized
Gain
 
Bank of America NA      USD/EUR      09/18/13      $ 207,035         $ 5,307   
Barclays Bank PLC      EUR/GBP      09/18/13        104,169           838   
     EUR/USD      09/18/13        104,169           120   
     USD/AUD      09/18/13        48,869           1,841   
     USD/GBP      09/18/13        205,220           5,944   
BNP Paribas SA      EUR/GBP      09/18/13        414,070           1,053   
     SEK/EUR      09/18/13        104,268           99   
     USD/JPY      09/18/13        204,734           2,266   
Citibank NA      USD/AUD      09/18/13        458,706           16,723   
     USD/EUR      09/18/13        207,036           4,058   
     USD/JPY      09/18/13        308,218           8,782   
Credit Suisse International      CHF/EUR      09/18/13        209,960           321   
Deutsche Bank AG (London)      EUR/JPY      09/18/13        205,733           2,044   
     JPY/USD      09/18/13        104,163           163   
     USD/AUD      09/18/13        359,600           6,949   
     USD/JPY      09/18/13        101,757           1,243   
HSBC Bank PLC      EUR/SEK      09/18/13        710,656           9,028   
     USD/AUD      09/18/13        202,758           2,736   
     USD/GBP      09/18/13        206,740           6,078   
JPMorgan Chase Bank NA      EUR/NOK      09/18/13        102,867           570   
     USD/EUR      08/07/13        1,094,234           1,701   
     USD/EUR      09/18/13        626,314           10,733   
     USD/GBP      08/08/13        2,715,295           46,846   
     USD/JPY      09/18/13        103,204           796   
Morgan Stanley Co., Inc.      SEK/EUR      09/18/13        104,624           1,758   
     USD/AUD      09/18/13        102,234           1,796   
     USD/CHF      09/18/13        1,049,833           9,804   
     USD/EUR      09/18/13        102,866           2,884   
     USD/JPY      09/18/13        206,698           2,302   
Royal Bank of Canada      CAD/USD      09/18/13        208,348           348   
     MXN/USD      07/26/13        2,245,966           20,244   
     USD/CAD      09/18/13        1,241,467           20,033   
Royal Bank of Scotland      EUR/SEK      09/18/13        205,733           781   
     USD/GBP      09/18/13        206,740           5,185   
     USD/NZD      09/18/13        208,822           450   
Standard Chartered Bank      USD/AUD      09/18/13        512,805           15,005   

 

The accompanying notes are an integral part of these financial statements.   29


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

Schedule of Investments (continued)

June 30, 2013 (Unaudited)

 

ADDITIONAL INVESTMENT INFORMATION (continued)

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS WITH UNREALIZED GAIN (continued)

 

Counterparty      Contracts to
Buy/Sell
     Settlement
Date
     Current
Value
       Unrealized
Gain
 
State Street Bank      EUR/USD      09/18/13      $ 104,169         $ 108   
     NOK/EUR      09/18/13        104,478           1,612   
     USD/JPY      09/18/13        312,381           2,619   
UBS AG (London)      CHF/USD      09/18/13        104,077           77   
     SEK/EUR      09/18/13        104,010           1,144   
     USD/JPY      09/18/13        102,082           3,918   
Westpac Banking Corp.      NZD/USD      09/18/13        207,280           271   
     USD/AUD      09/18/13        1,278,404           41,018   
       USD/JPY      09/18/13        535,229           23,872   
TOTAL                               $ 291,468   

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS WITH UNREALIZED LOSS

 

Counterparty      Contracts to
Buy/Sell
     Settlement
Date
     Current
Value
       Unrealized
Loss
 
Barclays Bank PLC      EUR/USD      09/18/13      $ 102,867         $ (3,135
     USD/MXN      07/26/13        2,197,356           (47,839
BNP Paribas SA      EUR/USD      09/18/13        728,281           (13,766
Citibank NA      EUR/USD      09/18/13        333,340           (5,348
     JPY/EUR      09/18/13        410,425           (2,343
     JPY/USD      09/18/13        407,040           (17,960
     SEK/EUR      09/18/13        105,043           (428
Credit Suisse International      CHF/USD      09/18/13        206,671           (3,329
     EUR/CHF      09/18/13        102,866           (189
     EUR/USD      09/18/13        104,169           (120
Deutsche Bank AG (London)      AUD/USD      09/18/13        304,592           (9,209
     CAD/USD      09/18/13        103,915           (85
     JPY/USD      09/18/13        207,776           (5,224
HSBC Bank PLC      GBP/EUR      09/18/13        417,528           (3,053
     SEK/EUR      09/18/13        29,297           (108
JPMorgan Chase Bank NA      EUR/CHF      09/18/13        105,471           (230
     EUR/SEK      09/18/13        102,867           (1,027
     EUR/USD      09/18/13        104,169           (1,585
     JPY/USD      09/18/13        467,239           (5,761
     SEK/EUR      09/18/13        313,023           (1,723
Royal Bank of Canada      CAD/USD      09/18/13        413,923           (7,077
     EUR/USD      09/18/13        207,035           (5,533

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

ADDITIONAL INVESTMENT INFORMATION (continued)

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS WITH UNREALIZED LOSS (continued)

 

Counterparty      Contracts to
Buy/Sell
     Settlement
Date
     Current
Value
       Unrealized
Loss
 
Royal Bank of Scotland      AUD/USD      09/18/13      $ 100,924         $ (3,578
     GBP/EUR      09/18/13        209,714           (1,159
     NZD/USD      09/18/13        101,714           (1,253
State Street Bank      GBP/USD      09/18/13        474,757           (9,734
     JPY/EUR      09/18/13        205,006           (2,029
     JPY/USD      09/18/13        103,342           (1,658
UBS AG (London)      CHF/USD      09/18/13        929,481           (26,519
     EUR/CHF      09/18/13        210,941           (983
     GBP/CHF      09/18/13        206,740           (1,091
     SEK/EUR      09/18/13        149,997           (1,047
Westpac Banking Corp.      AUD/EUR      09/18/13        508,458           (7,176
     AUD/USD      09/18/13        1,946,659           (56,897
     NZD/USD      09/18/13        204,198           (2,162
       USD/NZD      09/18/13        208,821           (613
TOTAL                               $ (250,971

FORWARD SALES CONTRACTS — At June 30, 2013, the Fund had the following forward sales contracts:

 

Description      Interest
Rate
     Maturity
Date(e)
       Settlement
Date
      

Principal

Amount

       Value  
FNMA        4.500      TBA-30yr           08/12/13         $ (1,000,000      $ (1,056,641
FNMA        5.000      TBA-30yr           08/12/13           (2,000,000        (2,150,469

FNMA

       5.000      TBA-30yr           07/15/13           (1,000,000        (1,076,562
TOTAL (Proceeds Receivable: $4,305,352)                                                $ (4,283,672

 

The accompanying notes are an integral part of these financial statements.   31


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

Schedule of Investments (continued)

June 30, 2013 (Unaudited)

 

ADDITIONAL INVESTMENT INFORMATION (continued)

FUTURES CONTRACTS — At June 30, 2013, the Fund had the following futures contracts:

 

Type      Number of
Contracts
Long (Short)
      

Expiration

Date

    

Current

Value

       Unrealized
Gain (Loss)
 
U.S. Long Bond        (20      September 2013      $ (2,716,875      $ 68,171   
U.S. Ultra Long Treasury Bonds        13         September 2013        1,915,063           (68,005
2 Year U.S. Treasury Notes        30         September 2013        6,600,000           (8,020
5 Year U.S. Treasury Notes        131         September 2013        15,857,141           (143,433

10 Year U.S. Treasury Notes

       (154      September 2013        (19,490,625        414,076   
TOTAL                                   $ 262,789   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST EQUITY INDEX FUND

 

Schedule of Investments

June 30, 2013 (Unaudited)

 

Shares

     Description    Value  
  Common Stocks – 99.2%   

 

Automobiles & Components – 1.1%

  

  1,415       BorgWarner, Inc.*    $ 121,902   
  3,638       Delphi Automotive PLC      184,410   
  48,365       Ford Motor Co.      748,207   
  9,400       General Motors Co.*      313,114   
  2,777       Harley-Davidson, Inc.      152,235   
  8,374       Johnson Controls, Inc.      299,705   
  3,164       The Goodyear Tire & Rubber Co.*      48,378   
     

 

 

 
        1,867,951   

 

 

 

 

Banks – 3.0%

  

  8,557       BB&T Corp.      289,911   
  2,265       Comerica, Inc.      90,215   
  10,963       Fifth Third Bancorp      197,882   
  5,842       Hudson City Bancorp, Inc.      53,513   
  10,683       Huntington Bancshares, Inc.      84,182   
  11,151       KeyCorp      123,107   
  1,490       M&T Bank Corp.      166,507   
  4,272       People’s United Financial, Inc.      63,653   
  17,150       Regions Financial Corp.      163,440   
  6,704       SunTrust Banks, Inc.      211,645   
  6,549       The PNC Financial Services Group, Inc.      477,553   
  22,706       U.S. Bancorp      820,822   
  60,177       Wells Fargo & Co.      2,483,505   
  2,189       Zions Bancorporation      63,218   
     

 

 

 
        5,289,153   

 

 

 

 

Capital Goods – 7.7%

  

  7,777       3M Co.      850,415   
  8,018       Caterpillar, Inc.      661,405   
  2,181       Cummins, Inc.      236,551   
  7,144       Danaher Corp.      452,215   
  4,798       Deere & Co.      389,838   
  2,184       Dover Corp.      169,609   
  5,836       Eaton Corp. PLC      384,067   
  8,888       Emerson Electric Co.      484,752   
  3,294       Fastenal Co.      151,030   
  1,770       Flowserve Corp.      95,598   
  1,982       Fluor Corp.      117,552   
  4,069       General Dynamics Corp.      318,725   
  126,934       General Electric Co.      2,943,599   
  9,647       Honeywell International, Inc.      765,393   
  5,139       Illinois Tool Works, Inc.      355,465   
  3,383       Ingersoll-Rand PLC      187,824   
  1,637       Jacobs Engineering Group, Inc.*      90,248   
  1,284       Joy Global, Inc.      62,313   
  1,110       L-3 Communications Holdings, Inc.      95,171   
  3,288       Lockheed Martin Corp.      356,617   
  4,447       Masco Corp.      86,672   
  2,896       Northrop Grumman Corp.      239,789   
  4,356       PACCAR, Inc.      233,743   
  1,352       Pall Corp.      89,813   
  1,827       Parker Hannifin Corp.      174,296   
  2,544       Pentair Ltd. (Registered)      146,763   

 

 

 
  Common Stocks – (continued)   

 

Capital Goods – (continued)

  

  1,803       Precision Castparts Corp.    $ 407,496   
  2,712       Quanta Services, Inc.*      71,760   
  3,986       Raytheon Co.      263,554   
  1,708       Rockwell Automation, Inc.      142,003   
  1,695       Rockwell Collins, Inc.      107,480   
  1,224       Roper Industries, Inc.      152,045   
  722       Snap-on, Inc.      64,532   
  1,944       Stanley Black & Decker, Inc.      150,271   
  3,365       Textron, Inc.      87,658   
  8,379       The Boeing Co.      858,345   
  10,335       United Technologies Corp.      960,535   
  733       W.W. Grainger, Inc.      184,848   
  2,378       Xylem, Inc.      64,063   
     

 

 

 
        13,654,053   

 

 

 

 

Commercial & Professional Services – 0.7%

  

  1,302       Avery Dennison Corp.      55,673   
  1,254       Cintas Corp.      57,107   
  1,446       Equifax, Inc.      85,213   
  2,026       Iron Mountain, Inc.      53,912   
  2,600       Pitney Bowes, Inc.      38,168   
  3,638       Republic Services, Inc.      123,474   
  1,757       Robert Half International, Inc.      58,385   
  1,067       Stericycle, Inc.*      117,829   
  2,720       The ADT Corp.*      108,392   
  478       The Dun & Bradstreet Corp.      46,581   
  5,776       Tyco International Ltd.      190,319   
  5,415       Waste Management, Inc.      218,387   
     

 

 

 
        1,153,440   

 

 

 

 

Consumer Durables & Apparel – 1.2%

  

  3,516       Coach, Inc.      200,728   
  3,336       D.R. Horton, Inc.      70,990   
  639       Fossil Group, Inc.*      66,015   
  1,400       Garmin Ltd.      50,624   
  823       Harman International Industries, Inc.      44,607   
  1,385       Hasbro, Inc.      62,090   
  1,800       Leggett & Platt, Inc.      55,962   
  2,101       Lennar Corp. Class A      75,720   
  4,247       Mattel, Inc.      192,432   
  3,478       Newell Rubbermaid, Inc.      91,297   
  8,934       NIKE, Inc. Class B      568,917   
  4,072       PulteGroup, Inc.*      77,246   
  943       PVH Corp.      117,922   
  735       Ralph Lauren Corp.      127,699   
  1,097       VF Corp.      211,787   
  989       Whirlpool Corp.      113,102   
     

 

 

 
        2,127,138   

 

 

 

 

Consumer Services – 1.8%

  

  5,509       Carnival Corp.      188,904   
  377       Chipotle Mexican Grill, Inc.*      137,360   
  1,566       Darden Restaurants, Inc.      79,052   
  3,300       H&R Block, Inc.      91,575   

 

 

 

 

The accompanying notes are an integral part of these financial statements.   33


GOLDMAN SACHS VARIABLE INSURANCE TRUST EQUITY INDEX FUND

 

Schedule of Investments (continued)

June 30, 2013 (Unaudited)

 

Shares

     Description    Value  
  Common Stocks – (continued)   

 

Consumer Services – (continued)

  

  3,412       International Game Technology    $ 57,014   
  3,067       Marriott International, Inc. Class A      123,815   
  12,297       McDonald’s Corp.      1,217,403   
  9,229       Starbucks Corp.      604,407   
  2,386       Starwood Hotels & Resorts Worldwide, Inc.      150,771   
  1,694       Wyndham Worldwide Corp.      96,948   
  983       Wynn Resorts Ltd.      125,824   
  5,594       Yum! Brands, Inc.      387,888   
     

 

 

 
        3,260,961   

 

 

 

 

Diversified Financials – 7.0%

  

  11,733       American Express Co.      877,159   
  2,523       Ameriprise Financial, Inc.      204,060   
  132,774       Bank of America Corp.      1,707,474   
  1,536       BlackRock, Inc.      394,521   
  7,148       Capital One Financial Corp.      448,966   
  37,291       Citigroup, Inc.      1,788,849   
  3,816       CME Group, Inc.      289,940   
  6,084       Discover Financial Services      289,842   
  3,050       E*TRADE Financial Corp.*      38,613   
  1,709       Franklin Resources, Inc.      232,458   
  892       IntercontinentalExchange, Inc.*      158,562   
  5,385       Invesco Ltd.      171,243   
  46,399       JPMorgan Chase & Co.      2,449,403   
  1,500       Legg Mason, Inc.      46,515   
  3,700       Leucadia National Corp.      97,014   
  3,510       McGraw Hill Financial, Inc.      186,697   
  2,430       Moody’s Corp.      148,060   
  16,769       Morgan Stanley      409,667   
  2,650       Northern Trust Corp.      153,435   
  2,995       NYSE Euronext      123,993   
  5,499       SLM Corp.      125,707   
  5,651       State Street Corp.      368,502   
  3,186       T. Rowe Price Group, Inc.      233,056   
  14,308       The Bank of New York Mellon Corp.      401,339   
  13,465       The Charles Schwab Corp.      285,862   
  5,291       The Goldman Sachs Group, Inc.(a)      800,264   
  1,531       The NASDAQ OMX Group, Inc.      50,201   
     

 

 

 
        12,481,402   

 

 

 

 

Energy – 10.5%

  

  6,164       Anadarko Petroleum Corp.      529,673   
  4,860       Apache Corp.      407,414   
  5,419       Baker Hughes, Inc.      249,978   
  2,590       Cabot Oil & Gas Corp.      183,942   
  3,075       Cameron International Corp.*      188,067   
  6,492       Chesapeake Energy Corp.      132,307   
  23,853       Chevron Corp.      2,822,764   
  15,039       ConocoPhillips      909,859   
  2,900       CONSOL Energy, Inc.      78,590   
  4,506       Denbury Resources, Inc.*      78,044   
  4,684       Devon Energy Corp.      243,006   
  819       Diamond Offshore Drilling, Inc.      56,339   

 

 

 
  Common Stocks – (continued)   

 

Energy – (continued)

  

  2,883       Ensco PLC Class A    $ 167,560   
  3,348       EOG Resources, Inc.      440,865   
  1,832       EQT Corp.      145,406   
  54,583       Exxon Mobil Corp.      4,931,574   
  2,922       FMC Technologies, Inc.*      162,697   
  11,528       Halliburton Co.      480,948   
  1,356       Helmerich & Payne, Inc.      84,682   
  3,676       Hess Corp.      244,417   
  7,730       Kinder Morgan, Inc.      294,899   
  8,622       Marathon Oil Corp.      298,149   
  3,987       Marathon Petroleum Corp.      283,316   
  2,220       Murphy Oil Corp.      135,176   
  3,602       Nabors Industries Ltd.      55,147   
  5,280       National Oilwell Varco, Inc.      363,792   
  1,660       Newfield Exploration Co.*      39,657   
  3,115       Noble Corp.      117,062   
  4,390       Noble Energy, Inc.      263,576   
  9,939       Occidental Petroleum Corp.      886,857   
  3,406       Peabody Energy Corp.      49,864   
  7,650       Phillips 66      450,661   
  1,600       Pioneer Natural Resources Co.      231,600   
  2,242       QEP Resources, Inc.      62,283   
  1,998       Range Resources Corp.      154,485   
  1,600       Rowan Companies PLC Class A*      54,512   
  16,287       Schlumberger Ltd.      1,167,126   
  4,294       Southwestern Energy Co.*      156,860   
  8,242       Spectra Energy Corp.      284,019   
  1,656       Tesoro Corp.      86,642   
  8,424       The Williams Companies, Inc.      273,527   
  6,757       Valero Energy Corp.      234,941   
  2,604       WPX Energy, Inc.*      49,320   
     

 

 

 
        18,531,603   

 

 

 

 

Food & Staples Retailing – 2.4%

  

  5,376       Costco Wholesale Corp.      594,424   
  15,086       CVS Caremark Corp.      862,618   
  2,923       Safeway, Inc.      69,158   
  7,315       Sysco Corp.      249,880   
  6,420       The Kroger Co.      221,747   
  10,642       Walgreen Co.      470,376   
  20,112       Wal-Mart Stores, Inc.      1,498,143   
  4,260       Whole Foods Market, Inc.      219,305   
     

 

 

 
        4,185,651   

 

 

 

 

Food, Beverage & Tobacco – 5.7%

  

  24,624       Altria Group, Inc.      861,594   
  8,048       Archer-Daniels-Midland Co.      272,908   
  1,937       Beam, Inc.      122,244   
  1,832       Brown-Forman Corp. Class B      123,752   
  2,156       Campbell Soup Co.      96,567   
  3,243       Coca-Cola Enterprises, Inc.      114,024   
  5,157       ConAgra Foods, Inc.      180,134   
  1,800       Constellation Brands, Inc. Class A*      93,816   
  2,462       Dr. Pepper Snapple Group, Inc.      113,080   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST EQUITY INDEX FUND

 

Shares

     Description    Value  
  Common Stocks – (continued)   

 

Food, Beverage & Tobacco – (continued)

  

  7,960       General Mills, Inc.    $ 386,299   
  1,716       Hormel Foods Corp.      66,203   
  3,064       Kellogg Co.      196,801   
  7,354       Kraft Foods Group, Inc.      410,868   
  4,726       Lorillard, Inc.      206,432   
  1,621       McCormick & Co., Inc.      114,053   
  2,505       Mead Johnson Nutrition Co.      198,471   
  1,923       Molson Coors Brewing Co. Class B      92,035   
  21,764       Mondelez International, Inc. Class A      620,927   
  1,743       Monster Beverage Corp.*      105,922   
  18,927       PepsiCo, Inc.      1,548,039   
  20,077       Philip Morris International, Inc.      1,739,070   
  4,001       Reynolds American, Inc.      193,528   
  47,037       The Coca-Cola Co.      1,886,654   
  1,828       The Hershey Co.      163,204   
  1,301       The J.M. Smucker Co.      134,198   
  3,436       Tyson Foods, Inc. Class A      88,236   
     

 

 

 
        10,129,059   

 

 

 

 

Health Care Equipment & Services – 4.3%

  

  19,329       Abbott Laboratories      674,195   
  4,669       Aetna, Inc.      296,668   
  2,872       AmerisourceBergen Corp.      160,344   
  6,701       Baxter International, Inc.      464,178   
  2,368       Becton, Dickinson and Co.      234,029   
  16,598       Boston Scientific Corp.*      153,863   
  926       C. R. Bard, Inc.      100,638   
  4,168       Cardinal Health, Inc.      196,730   
  2,676       CareFusion Corp.*      98,611   
  1,802       Cerner Corp.*      173,154   
  3,543       Cigna Corp.      256,832   
  5,858       Covidien PLC      368,117   
  1,021       DaVita HealthCare Partners, Inc.*      123,337   
  1,805       DENTSPLY International, Inc.      73,933   
  1,394       Edwards Lifesciences Corp.*      93,677   
  10,016       Express Scripts Holding Co.*      617,887   
  1,927       Humana, Inc.      162,600   
  496       Intuitive Surgical, Inc.*      251,264   
  1,135       Laboratory Corp. of America Holdings*      113,613   
  2,782       McKesson Corp.      318,539   
  12,440       Medtronic, Inc.      640,287   
  1,081       Patterson Companies, Inc.      40,646   
  1,922       Quest Diagnostics, Inc.      116,531   
  3,553       St. Jude Medical, Inc.      162,123   
  3,584       Stryker Corp.      231,813   
  1,296       Tenet Healthcare Corp.*      59,746   
  12,521       UnitedHealth Group, Inc.      819,875   
  1,338       Varian Medical Systems, Inc.*      90,248   
  3,763       WellPoint, Inc.      307,964   
  2,117       Zimmer Holdings, Inc.      158,648   
     

 

 

 
        7,560,090   

 

 

 
  Common Stocks – (continued)   

 

Household & Personal Products – 2.3%

  

  5,219       Avon Products, Inc.    $ 109,755   
  10,760       Colgate-Palmolive Co.      616,440   
  4,736       Kimberly-Clark Corp.      460,055   
  1,622       The Clorox Co.      134,853   
  2,966       The Estee Lauder Companies, Inc. Class A      195,074   
  33,536       The Procter & Gamble Co.      2,581,937   
     

 

 

 
        4,098,114   

 

 

 

 

Insurance – 4.4%

  

  4,158       ACE Ltd.      372,058   
  5,702       Aflac, Inc.      331,400   
  18,084       American International Group, Inc.*      808,355   
  3,814       Aon PLC      245,431   
  1,000       Assurant, Inc.      50,910   
  22,392       Berkshire Hathaway, Inc. Class B*      2,506,113   
  1,764       Cincinnati Financial Corp.      80,968   
  6,090       Genworth Financial, Inc. Class A*      69,487   
  5,361       Hartford Financial Services Group, Inc.      165,762   
  3,295       Lincoln National Corp.      120,169   
  3,772       Loews Corp.      167,477   
  6,783       Marsh & McLennan Companies, Inc.      270,777   
  13,493       MetLife, Inc.      617,440   
  3,357       Principal Financial Group, Inc.      125,720   
  5,715       Prudential Financial, Inc.      417,366   
  5,884       The Allstate Corp.      283,138   
  3,191       The Chubb Corp.      270,118   
  6,858       The Progressive Corp.      174,330   
  4,692       The Travelers Companies, Inc.      374,985   
  1,182       Torchmark Corp.      76,995   
  3,235       Unum Group      95,012   
  3,636       XL Group PLC      110,243   
     

 

 

 
        7,734,254   

 

 

 

 

Materials – 3.2%

  

  2,540       Air Products & Chemicals, Inc.      232,588   
  834       Airgas, Inc.      79,614   
  13,050       Alcoa, Inc.      102,051   
  1,373       Allegheny Technologies, Inc.      36,124   
  1,895       Ball Corp.      78,718   
  1,300       Bemis Co., Inc.      50,882   
  723       CF Industries Holdings, Inc.      123,994   
  1,863       Cliffs Natural Resources, Inc.      30,274   
  11,299       E.I. du Pont de Nemours & Co.      593,197   
  1,862       Eastman Chemical Co.      130,359   
  3,295       Ecolab, Inc.      280,701   
  1,664       FMC Corp.      101,604   
  11,888       Freeport-McMoRan Copper & Gold, Inc.      328,228   
  1,007       International Flavors & Fragrances, Inc.      75,686   
  5,473       International Paper Co.      242,509   
  4,647       LyondellBasell Industries NV Class A      307,910   

 

 

 

 

The accompanying notes are an integral part of these financial statements.   35


GOLDMAN SACHS VARIABLE INSURANCE TRUST EQUITY INDEX FUND

 

Schedule of Investments (continued)

June 30, 2013 (Unaudited)

 

Shares

     Description    Value  
  Common Stocks – (continued)   

 

Materials – (continued)

  

  2,198       MeadWestvaco Corp.    $ 74,974   
  6,560       Monsanto Co.      648,128   
  6,127       Newmont Mining Corp.      183,504   
  3,909       Nucor Corp.      169,338   
  1,932       Owens-Illinois, Inc.*      53,690   
  1,779       PPG Industries, Inc.      260,463   
  3,648       Praxair, Inc.      420,104   
  2,370       Sealed Air Corp.      56,761   
  1,511       Sigma-Aldrich Corp.      121,424   
  14,902       The Dow Chemical Co.      479,397   
  3,371       The Mosaic Co.      181,394   
  1,053       The Sherwin-Williams Co.      185,960   
  1,627       United States Steel Corp.      28,521   
  1,657       Vulcan Materials Co.      80,215   
     

 

 

 
        5,738,312   

 

 

 

 

Media – 3.7%

  

  2,740       Cablevision Systems Corp. Class A      46,087   
  7,005       CBS Corp. Class B      342,334   
  32,516       Comcast Corp. Class A      1,361,770   
  6,857       DIRECTV*      422,528   
  3,063       Discovery Communications, Inc. Class A*      236,494   
  2,891       Gannett Co., Inc.      70,714   
  24,619       News Corp. Class A      802,579   
  3,183       Omnicom Group, Inc.      200,115   
  1,025       Scripps Networks Interactive, Inc. Class A      68,429   
  5,057       The Interpublic Group of Companies, Inc.      73,579   
  22,146       The Walt Disney Co.      1,398,520   
  50       The Washington Post Co. Class B      24,189   
  3,572       Time Warner Cable, Inc.      401,779   
  11,442       Time Warner, Inc.      661,577   
  5,477       Viacom, Inc. Class B      372,710   
     

 

 

 
        6,483,404   

 

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences – 8.3%

  

  19,451       AbbVie, Inc.      804,104   
  1,568       Actavis, Inc.*      197,913   
  4,296       Agilent Technologies, Inc.      183,697   
  2,389       Alexion Pharmaceuticals, Inc.*      220,361   
  3,639       Allergan, Inc.      306,549   
  9,211       Amgen, Inc.      908,757   
  2,905       Biogen Idec, Inc.*      625,156   
  20,204       Bristol-Myers Squibb Co.      902,917   
  5,169       Celgene Corp.*      604,308   
  12,216       Eli Lilly & Co.      600,050   
  2,922       Forest Laboratories, Inc.*      119,802   
  18,657       Gilead Sciences, Inc.*      955,425   
  1,973       Hospira, Inc.*      75,586   
  34,322       Johnson & Johnson      2,946,887   
  2,096       Life Technologies Corp.*      155,125   
  37,087       Merck & Co., Inc.      1,722,691   

 

 

 
  Common Stocks – (continued)   

 

Pharmaceuticals, Biotechnology & Life Sciences – (continued)

  

  4,678       Mylan, Inc.*    $ 145,158   
  1,321       PerkinElmer, Inc.      42,933   
  1,068       Perrigo Co.      129,228   
  81,919       Pfizer, Inc.      2,294,551   
  945       Regeneron Pharmaceuticals, Inc.*      212,512   
  4,402       Thermo Fisher Scientific, Inc.      372,541   
  1,055       Waters Corp.*      105,553   
  5,203       Zoetis, Inc.      160,721   
     

 

 

 
        14,792,525   

 

 

 

 

Real Estate – 2.1%

  

  4,865       American Tower Corp. (REIT)      355,972   
  1,780       Apartment Investment & Management Co. Class A (REIT)      53,471   
  1,416       AvalonBay Communities, Inc. (REIT)      191,033   
  1,871       Boston Properties, Inc. (REIT)      197,334   
  3,639       CBRE Group, Inc. Class A*      85,007   
  3,926       Equity Residential (REIT)      227,944   
  5,617       HCP, Inc. (REIT)      255,236   
  3,294       Health Care REIT, Inc. (REIT)      220,797   
  8,840       Host Hotels & Resorts, Inc. (REIT)      149,131   
  5,016       Kimco Realty Corp. (REIT)      107,493   
  1,947       Plum Creek Timber Co., Inc. (REIT)      90,866   
  5,903       Prologis, Inc. (REIT)      222,661   
  1,756       Public Storage (REIT)      269,247   
  3,816       Simon Property Group, Inc. (REIT)      602,623   
  1,700       The Macerich Co. (REIT)      103,649   
  3,584       Ventas, Inc. (REIT)      248,945   
  2,076       Vornado Realty Trust (REIT)      171,997   
  6,714       Weyerhaeuser Co. (REIT)      191,282   
     

 

 

 
        3,744,688   

 

 

 

 

Retailing – 4.4%

  

  1,040       Abercrombie & Fitch Co. Class A      47,060   
  4,482       Amazon.com, Inc.*      1,244,607   
  499       AutoNation, Inc.*      21,652   
  449       AutoZone, Inc.*      190,237   
  2,683       Bed Bath & Beyond, Inc.*      190,225   
  3,266       Best Buy Co., Inc.      89,260   
  2,859       CarMax, Inc.*      131,971   
  3,719       Dollar General Corp.*      187,549   
  2,750       Dollar Tree, Inc.*      139,810   
  1,183       Expedia, Inc.      71,158   
  1,184       Family Dollar Stores, Inc.      73,775   
  1,537       GameStop Corp. Class A      64,600   
  1,919       Genuine Parts Co.      149,816   
  1,710       J.C. Penney Co., Inc.*      29,207   
  2,649       Kohl’s Corp.      133,801   
  2,939       L Brands, Inc.      144,746   
  13,165       Lowe’s Companies, Inc.      538,449   
  4,710       Macy’s, Inc.      226,080   
  679       Netflix, Inc.*      143,330   
  1,829       Nordstrom, Inc.      109,630   
  1,389       O’Reilly Automotive, Inc.*      156,429   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST EQUITY INDEX FUND

 

Shares

     Description    Value  
  Common Stocks – (continued)   

 

Retailing – (continued)

  

  1,301       PetSmart, Inc.    $ 87,154   
  624       Priceline.com, Inc.*      516,129   
  2,747       Ross Stores, Inc.      178,033   
  8,172       Staples, Inc.      129,608   
  7,877       Target Corp.      542,410   
  3,604       The Gap, Inc.      150,395   
  17,932       The Home Depot, Inc.      1,389,192   
  1,466       Tiffany & Co.      106,783   
  8,955       TJX Companies, Inc.      448,287   
  1,400       TripAdvisor, Inc.*      85,218   
  1,400       Urban Outfitters, Inc.*      56,308   
     

 

 

 
        7,772,909   

 

 

 

 

Semiconductors & Semiconductor Equipment – 2.0%

  

  8,100       Advanced Micro Devices, Inc.*      33,048   
  3,863       Altera Corp.      127,440   
  3,718       Analog Devices, Inc.      167,533   
  14,634       Applied Materials, Inc.      218,193   
  6,529       Broadcom Corp. Class A      220,419   
  780       First Solar, Inc.*      34,890   
  60,677       Intel Corp.      1,469,597   
  2,046       KLA-Tencor Corp.      114,024   
  1,947       Lam Research Corp.*      86,330   
  2,798       Linear Technology Corp.      103,078   
  6,413       LSI Corp.*      45,789   
  2,471       Microchip Technology, Inc.      92,045   
  12,427       Micron Technology, Inc.*      178,079   
  6,964       NVIDIA Corp.      97,705   
  2,300       Teradyne, Inc.*      40,411   
  13,597       Texas Instruments, Inc.      474,127   
  3,161       Xilinx, Inc.      125,207   
     

 

 

 
        3,627,915   

 

 

 

 

Software & Services – 9.4%

  

  7,920       Accenture PLC Class A      569,923   
  6,215       Adobe Systems, Inc.*      283,155   
  2,136       Akamai Technologies, Inc.*      90,887   
  2,828       Autodesk, Inc.*      95,982   
  6,009       Automatic Data Processing, Inc.      413,780   
  1,632       BMC Software, Inc.*      73,668   
  4,083       CA, Inc.      116,896   
  2,287       Citrix Systems, Inc.*      137,975   
  3,741       Cognizant Technology Solutions Corp. Class A*      234,224   
  1,861       Computer Sciences Corp.      81,456   
  14,362       eBay, Inc.*      742,803   
  3,626       Electronic Arts, Inc.*      83,289   
  3,559       Fidelity National Information Services, Inc.      152,468   
  1,621       Fiserv, Inc.*      141,692   
  3,279       Google, Inc. Class A*      2,886,733   
  12,795       International Business Machines Corp.      2,445,252   
  3,463       Intuit, Inc.      211,347   

 

 

 
  Common Stocks – (continued)   

 

Software & Services – (continued)

  

  1,293       Mastercard, Inc. Class A    $ 742,829   
  92,265       Microsoft Corp.      3,185,910   
  45,304       Oracle Corp.      1,391,739   
  3,998       Paychex, Inc.      146,007   
  2,359       Red Hat, Inc.*      112,807   
  3,392       SAIC, Inc.      47,251   
  6,632       Salesforce.com, Inc.*      253,210   
  8,584       Symantec Corp.      192,882   
  2,043       Teradata Corp.*      102,620   
  6,926       The Western Union Co.      118,504   
  1,891       Total System Services, Inc.      46,292   
  1,946       VeriSign, Inc.*      86,908   
  6,221       Visa, Inc. Class A      1,136,888   
  11,861       Yahoo!, Inc.*      297,830   
     

 

 

 
        16,623,207   

 

 

 

 

Technology Hardware & Equipment – 6.2%

  

  1,945       Amphenol Corp. Class A      151,593   
  11,534       Apple, Inc.      4,568,387   
  65,419       Cisco Systems, Inc.      1,590,336   
  17,997       Corning, Inc.      256,097   
  18,172       Dell, Inc.      242,596   
  25,973       EMC Corp.      613,482   
  947       F5 Networks, Inc.*      65,154   
  1,832       FLIR Systems, Inc.      49,409   
  1,340       Harris Corp.      65,995   
  23,675       Hewlett-Packard Co.      587,140   
  2,394       Jabil Circuit, Inc.      48,790   
  2,854       JDS Uniphase Corp.*      41,041   
  6,459       Juniper Networks, Inc.*      124,723   
  1,725       Molex, Inc.      50,611   
  3,360       Motorola Solutions, Inc.      193,973   
  4,411       NetApp, Inc.*      166,648   
  21,166       QUALCOMM, Inc.      1,292,819   
  3,005       SanDisk Corp.*      183,606   
  3,983       Seagate Technology PLC      178,558   
  5,206       TE Connectivity Ltd.      237,081   
  2,654       Western Digital Corp.      164,787   
  15,146       Xerox Corp.      137,374   
     

 

 

 
        11,010,200   

 

 

 

 

Telecommunication Services – 2.8%

  

  66,044       AT&T, Inc.      2,337,957   
  7,477       CenturyLink, Inc.      264,312   
  3,640       Crown Castle International Corp.*      263,500   
  12,349       Frontier Communications Corp.      50,013   
  37,253       Sprint Nextel Corp.*      261,516   
  35,074       Verizon Communications, Inc.      1,765,625   
  6,949       Windstream Corp.      53,577   
     

 

 

 
        4,996,500   

 

 

 

 

Transportation – 1.7%

  

  1,985       C.H. Robinson Worldwide, Inc.      111,775   
  12,500       CSX Corp.      289,875   

 

 

 

 

The accompanying notes are an integral part of these financial statements.   37


GOLDMAN SACHS VARIABLE INSURANCE TRUST EQUITY INDEX FUND

 

Schedule of Investments (continued)

June 30, 2013 (Unaudited)

 

`    

Shares

     Description    Value  
  Common Stocks – (continued)   

 

Transportation – (continued)

  

  2,479       Expeditors International of Washington, Inc.    $ 94,227   
  3,582       FedEx Corp.      353,114   
  1,341       Kansas City Southern      142,092   
  3,907       Norfolk Southern Corp.      283,843   
  600       Ryder System, Inc.      36,474   
  8,899       Southwest Airlines Co.      114,708   
  5,776       Union Pacific Corp.      891,121   
  8,722       United Parcel Service, Inc. Class B      754,279   
     

 

 

 
        3,071,508   

 

 

 

 

Utilities – 3.3%

  

  7,565       AES Corp.      90,704   
  1,500       AGL Resources, Inc.      64,290   
  3,035       Ameren Corp.      104,525   
  5,936       American Electric Power Co., Inc.      265,814   
  5,252       CenterPoint Energy, Inc.      123,369   
  3,170       CMS Energy Corp.      86,129   
  3,618       Consolidated Edison, Inc.      210,966   
  7,035       Dominion Resources, Inc.      399,729   
  2,139       DTE Energy Co.      143,334   
  8,620       Duke Energy Corp.      581,850   
  3,982       Edison International      191,773   
  2,164       Entergy Corp.      150,788   
  10,521       Exelon Corp.      324,888   
  5,218       FirstEnergy Corp.      194,840   
  921       Integrys Energy Group, Inc.      53,906   
  5,220       NextEra Energy, Inc.      425,326   
  3,700       NiSource, Inc.      105,968   
  3,870       Northeast Utilities      162,617   
  3,885       NRG Energy, Inc.      103,730   
  2,532       ONEOK, Inc.      104,597   
  2,832       Pepco Holdings, Inc.      57,093   
  5,358       PG&E Corp.      245,021   
  1,395       Pinnacle West Capital Corp.      77,381   
  7,225       PPL Corp.      218,629   
  6,231       Public Service Enterprise Group, Inc.      203,504   
  1,546       SCANA Corp.      75,909   
  2,803       Sempra Energy      229,173   
  2,535       TECO Energy, Inc.      43,577   

 

 

 
  Common Stocks – (continued)   

 

Utilities – (continued)

  

  10,691       The Southern Co.    $ 471,794   
  2,828       Wisconsin Energy Corp.      115,920   
  5,948       Xcel Energy, Inc.      168,566   
     

 

 

 
        5,795,710   

 

 

 
  TOTAL COMMON STOCKS   
  (Cost $115,039,799)    $ 175,729,747   

 

 

 

 

Principal
Amount
    Interest
Rate
  Maturity
Date
    Value  
  U.S. Treasury Obligations(b)(c) – 0.1%   

 

United States Treasury Bills

  

  $100,000      0.000%     08/08/13      $ 99,998   
  40,000      0.000     09/12/13        39,999   

 

 

 
  TOTAL U.S. TREASURY OBLIGATIONS   
  (Cost $139,993)      $ 139,997   

 

 

 
  TOTAL INVESTMENTS – 99.3%   
  (Cost $115,179,792)      $ 175,869,744   

 

 

 

 
 

OTHER ASSETS IN EXCESS OF
LIABILITIES – 0.7%

  
  

    1,296,068   

 

 

 
  NET ASSETS – 100.0%      $ 177,165,812   

 

 

 

 

The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
*   Non-income producing security.
(a)   Represents an affiliated issuer.
(b)   Issued with a zero coupon. Income is recognized through the accretion of discount.
(c)   All or a portion of security is segregated as collateral for initial margin requirements on futures transactions.

 

Investment Abbreviation:
REIT     Real Estate Investment Trust

ADDITIONAL INVESTMENT INFORMATION

FUTURES CONTRACTS — At June 30, 2013, the Fund had the following futures contracts:

 

Type      Number of
Contracts
Long (Short)
     Expiration Date        Current
Value
       Unrealized
Gain (Loss)
 
S&P 500 E-mini Index      15        September 2013         $ 1,199,475         $ (21,271

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH OPPORTUNITIES FUND

 

Schedule of Investments

June 30, 2013 (Unaudited)

 

 

Shares     Description   Value  
  Common Stocks – 99.6%   

 

Banks – 1.7%

  

  80,338      First Republic Bank   $ 3,091,406   

 

 

 

 

Capital Goods – 10.3%

  

  49,006      Graco, Inc.     3,097,669   
  26,048      Hubbell, Inc. Class B     2,578,752   
  68,831      Kennametal, Inc.     2,672,708   
  60,940      Quanta Services, Inc.*     1,612,472   
  19,736      Rockwell Automation, Inc.     1,640,851   
  16,741      Roper Industries, Inc.     2,079,567   
  91,510      Sensata Technologies Holding NV*     3,193,699   
  7,311      W.W. Grainger, Inc.     1,843,688   
   

 

 

 
      18,719,406   

 

 

 

 

Commercial & Professional Services – 1.3%

  

  25,102      Healthcare Services Group, Inc.     615,501   
  90,130      Ritchie Bros Auctioneers, Inc.     1,732,299   
   

 

 

 
      2,347,800   

 

 

 

 

Consumer Durables & Apparel – 5.5%

  

  47,659      Deckers Outdoor Corp.*     2,407,256   
  89,159      Fifth & Pacific Companies, Inc.*     1,991,812   
  20,044      Lululemon Athletica, Inc.*     1,313,283   
  34,983      PVH Corp.     4,374,624   
   

 

 

 
      10,086,975   

 

 

 

 

Consumer Services – 4.2%

  

  5,175      Chipotle Mexican Grill, Inc.*     1,885,511   
  39,694      Coinstar, Inc.*     2,328,847   
  34,796      Dunkin’ Brands Group, Inc.     1,489,965   
  49,586      Marriott International, Inc. Class A     2,001,787   
   

 

 

 
      7,706,110   

 

 

 

 

Diversified Financials – 9.9%

  

  25,432      IntercontinentalExchange, Inc.*     4,520,792   
  70,042      Lazard Ltd. Class A     2,251,850   
  118,674      MSCI, Inc.*     3,948,284   
  44,773      Northern Trust Corp.     2,592,357   
  101,251      SLM Corp.     2,314,598   
  32,285      T. Rowe Price Group, Inc.     2,361,648   
   

 

 

 
      17,989,529   

 

 

 

 

Energy – 5.5%

  

  49,071      Cameron International Corp.*     3,001,182   
  10,423      Core Laboratories NV     1,580,752   
  18,413      Dril-Quip, Inc.*     1,662,510   
  16,408      Pioneer Natural Resources Co.     2,375,058   
  29,457      Whiting Petroleum Corp.*     1,357,673   
   

 

 

 
      9,977,175   

 

 

 

 

Food, Beverage & Tobacco – 3.7%

  

  34,507      Beam, Inc.     2,177,737   
  16,039      Monster Beverage Corp.*     974,690   
  34,640      The Hain Celestial Group, Inc.*     2,250,561   
  20,551      TreeHouse Foods, Inc.*     1,346,912   
   

 

 

 
      6,749,900   

 

 

 
  Common Stocks – (continued)   

 

Health Care Equipment & Services – 6.4%

  

  34,619      C. R. Bard, Inc.   $ 3,762,393   
  63,993      CareFusion Corp.*     2,358,142   
  25,322      Henry Schein, Inc.*     2,424,581   
  66,679      HMS Holdings Corp.*     1,553,621   
  10,196      MEDNAX, Inc.*     933,750   
  8,313      Teleflex, Inc.     644,174   
   

 

 

 
      11,676,661   

 

 

 

 

Household & Personal Products – 2.2%

  

  40,345      Church & Dwight Co., Inc.     2,489,690   
  24,279      The Estee Lauder Companies, Inc. Class A     1,596,830   
   

 

 

 
      4,086,520   

 

 

 

 

Materials – 4.6%

  

  31,981      Airgas, Inc.     3,052,906   
  34,225      Ecolab, Inc.     2,915,628   
  33,521      International Flavors & Fragrances, Inc.     2,519,438   
   

 

 

 
      8,487,972   

 

 

 

 

Media – 2.3%

  

  25,195      Discovery Communications, Inc. Class A*     1,945,306   
  33,705      Scripps Networks Interactive, Inc. Class A     2,250,146   
   

 

 

 
      4,195,452   

 

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences – 10.1%

  

  104,662      Agilent Technologies, Inc.     4,475,347   
  10,283      Alexion Pharmaceuticals, Inc.*     948,504   
  34,661      Ariad Pharmaceuticals, Inc.*     606,221   
  25,377      BioMarin Pharmaceutical, Inc.*     1,415,783   
  58,969      Cepheid, Inc.*     2,029,713   
  25,061      Medivation, Inc.*     1,233,001   
  6,230      Mettler-Toledo International, Inc.*     1,253,476   
  8,951      Pharmacyclics, Inc.*     711,336   
  5,742      Regeneron Pharmaceuticals, Inc.*     1,291,261   
  19,947      Shire PLC ADR     1,897,159   
  32,242      Vertex Pharmaceuticals, Inc.*     2,575,169   
   

 

 

 
      18,436,970   

 

 

 

 

Real Estate – 2.7%

  

  208,432      CBRE Group, Inc. Class A*     4,868,972   

 

 

 

 

Retailing – 7.9%

  

  33,184      Dick’s Sporting Goods, Inc.     1,661,191   
  75,219      Dollar General Corp.*     3,793,294   
  65,272      L Brands, Inc.     3,214,646   
  49,601      PetSmart, Inc.     3,322,771   
  21,254      Tiffany & Co.     1,548,141   
  9,465      Ulta Salon, Cosmetics & Fragrance, Inc.*     948,015   
   

 

 

 
      14,488,058   

 

 

 

 

Semiconductors & Semiconductor Equipment – 4.6%

  

  77,779      Altera Corp.     2,565,929   
  43,341      Linear Technology Corp.     1,596,682   
  104,660      Xilinx, Inc.     4,145,583   
   

 

 

 
      8,308,194   

 

 

 

 

The accompanying notes are an integral part of these financial statements.   39


GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH OPPORTUNITIES FUND

 

Schedule of Investments (continued)

June 30, 2013 (Unaudited)

 

Shares     Description   Value  
  Common Stocks – (continued)   

 

Software & Services – 9.4%

  

  20,776      Cognizant Technology Solutions Corp. Class A*   $ 1,300,785   
  26,822      Equinix, Inc.*     4,954,560   
  19,201      FleetCor Technologies, Inc.*     1,561,041   
  77,976      Genpact Ltd.     1,500,258   
  50,121      MICROS Systems, Inc.*     2,162,721   
  86,769      Pandora Media, Inc.*     1,596,550   
  57,367      Rackspace Hosting, Inc.*     2,173,636   
  51,430      Salesforce.com, Inc.*     1,963,597   
   

 

 

 
      17,213,148   

 

 

 

 

Technology Hardware & Equipment – 2.6%

  

  50,613      Amphenol Corp. Class A     3,944,777   
  46,211      Juniper Networks, Inc.*     892,335   
   

 

 

 
      4,837,112   

 

 

 

 

Telecommunication Services – 4.7%

  

  82,533      SBA Communications Corp. Class A*     6,117,346   
  89,905      tw telecom, inc.*     2,529,927   
   

 

 

 
      8,647,273   

 

 

 
  TOTAL INVESTMENTS – 99.6%   
  (Cost $142,840,246)   $ 181,914,633   

 

 

 

 
 

OTHER ASSETS IN EXCESS OF
LIABILITIES – 0.4%

    686,981   

 

 

 
  NET ASSETS – 100.0%   $ 182,601,614   

 

 

 

 

The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
*   Non-income producing security.

 

Investment Abbreviation:
ADR   —American Depositary Receipt

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST HIGH QUALITY FLOATING RATE FUND

 

Schedule of Investments

June 30, 2013 (Unaudited)

 

Principal

Amount

    Interest
Rate
   

Maturity

Date

    Value  
  Mortgage-Backed Obligations – 73.2%   

 

Collateralized Mortgage Obligations – 58.4%

  

 

Agency Multi-Family – 3.2%

  

 

FNMA

  

$ 191,258        2.800     03/01/18      $ 200,010   
  485,801        3.864        05/01/18        524,921   
  110,000        3.968        05/01/18        119,727   
  400,000        4.656        06/01/19        438,481   
  96,471        3.530        10/01/20        101,502   
  96,577        3.753        12/01/20        102,201   
  387,902        3.888        12/01/20        415,299   
  198,139        4.520        06/01/21        218,153   

 

GNMA

  

  81,664        3.950        07/15/25        85,793   
     

 

 

 
        2,206,087   

 

 

 

 

Regular Floater(a) – 51.8%

  

 

Aire Valley Mortgages PLC Series 2006-1A, Class 1A(b)

  

  2,140,431        0.490        09/20/66        1,947,090   

 

FHLMC REMIC Series 3208, Class FG

  

  2,743,061        0.592        08/15/36        2,750,930   

 

FHLMC REMIC Series 3307, Class FT

  

  3,862,511        0.433        07/15/34        3,861,657   

 

FHLMC REMIC Series 3311, Class KF

  

  5,462,332        0.533        05/15/37        5,446,888   

 

FHLMC REMIC Series 3371, Class FA

  

  1,812,431        0.793        09/15/37        1,821,345   

 

FHLMC REMIC Series 4174, Class FB

  

  1,976,960        0.493        05/15/39        1,976,239   

 

FNMA REMIC Series 2006-96, Class FA

  

  1,931,493        0.493        10/25/36        1,933,903   

 

FNMA REMIC Series 2007-85, Class FC

  

  1,524,056        0.733        09/25/37        1,536,482   

 

FNMA REMIC Series 2008-8, Class FB

  

  3,250,034        1.013        02/25/38        3,271,684   

 

FNMA REMIC Series 2011-110, Class FE

  

  987,888        0.593        04/25/41        991,111   

 

FNMA REMIC Series 2012-35, Class QF

  

  3,356,063        0.593        04/25/42        3,361,949   

 

GNMA Series 2005-48, Class AF

  

  1,903,842        0.392        06/20/35        1,885,207   

 

Granite Master Issuer PLC Series 2007-1, Class 2A1

  

  1,789,908        0.332        12/20/54        1,735,503   

 
 

National Credit Union Administration Guaranteed Notes Trust
Series 2011-R1, Class 1A

  
  

  3,577,029        0.643        01/08/20        3,591,281   
     

 

 

 
        36,111,269   

 

 

 

 

Sequential Fixed Rate – 3.4%

  

 

FNMA REMIC Series 2006-82, Class F

  

  2,378,069        0.763        09/25/36        2,392,855   

 

 

 
 
 
TOTAL COLLATERALIZED MORTGAGE
OBLIGATIONS
  
  
  $ 40,710,211   

 

 

 
  Mortgage-Backed Obligations – (continued)   

 

Commercial Mortgage-Backed Security – 0.3%

  

 

Sequential Fixed Rate – 0.3%

  

 
 

Banc of America Commercial Mortgage Trust Series 2006-3,
Class A4

  
  

$ 200,000        5.889     07/10/44      $ 220,813   

 

 

 

 

Federal Agencies – 14.5%

  

 

Adjustable Rate FHLMC(a) – 5.0%

  

$ 321,098        2.407     09/01/35      $ 337,345   
  779,444        2.610        12/01/36        834,065   
  1,255,421        3.051        04/01/37        1,354,637   
  891,940        2.758        01/01/38        951,623   
     

 

 

 
        3,477,670   

 

 

 

 

Adjustable Rate FNMA(a) – 4.8%

  

  144,411        2.098        05/01/33        150,979   
  317,044        2.333        05/01/35        335,511   
  1,328,329        4.671        06/01/35        1,414,548   
  1,193,730        2.616        11/01/35        1,269,350   
  193,857        2.704        12/01/35        203,810   
     

 

 

 
        3,374,198   

 

 

 

 

Adjustable Rate GNMA(a) – 1.0%

  

  632,121        1.750        04/20/33        659,402   

 

 

 

 

FNMA – 3.7%

  

  500,000        4.000        04/01/25        523,320   
  2,000,000        3.500        TBA-30yr(c)        2,031,250   
     

 

 

 
        2,554,570   

 

 

 

 

TOTAL FEDERAL AGENCIES

  

  $ 10,065,840   

 

 

 
  TOTAL MORTGAGE-BACKED OBLIGATIONS   
  (Cost $51,005,614)        $ 50,996,864   

 

 

 
     
  Asset-Backed Securities – 25.7%   

 

Auto(a) – 1.8%

  

 

Ally Master Owner Trust Series 2013-1, Class A1

  

$ 1,250,000        0.642     02/15/18      $ 1,245,064   

 

 

 

 

Collateralized Loan Obligations(a) – 9.6%

  

 

Brentwood CLO Corp. Series 2006-1A, Class A1A(b)

  

  1,263,398        0.544        02/01/22        1,219,371   

 

Brentwood CLO Corp. Series 2006-1A, Class A1B(b)

  

  496,335        0.544        02/01/22        479,039   

 

KKR Financial CLO Corp. Series 2007-1A, Class A(b)

  

  1,388,124        0.625        05/15/21        1,348,208   

 

Ocean Trails CLO I Series 2006-1X, Class A1

  

  992,251        0.527        10/12/20        963,572   

 

Westbrook CLO Ltd. Series 2006-1X, Class A1

  

  750,000        0.512        12/20/20        723,263   

 

Westchester CLO Ltd. Series 2007-1X, Class A1A

  

  2,035,279        0.499        08/01/22        1,967,356   
     

 

 

 
        6,700,809   

 

 

 

 

The accompanying notes are an integral part of these financial statements.   41


GOLDMAN SACHS VARIABLE INSURANCE TRUST HIGH QUALITY FLOATING RATE FUND

 

Schedule of Investments (continued)

June 30, 2013 (Unaudited)

 

Principal

Amount

    Interest
Rate
   

Maturity

Date

    Value  
  Asset-Backed Securities – (continued)   

 

Student Loans(a) – 14.3%

  

 

Brazos Higher Education Authority Series 2005-3, Class A14

  

$ 50,229        0.383     09/25/23      $ 50,162   

 

College Loan Corp. Trust Series 2004-1, Class A4

  

  150,000        0.466        04/25/24        141,621   

 

Edsouth Indenture No. 1 LLC Series 2010-1, Class A1(b)

  

  2,705,994        1.126        07/25/23        2,726,263   

 

Educational Funding of the South, Inc. Series 2011-1, Class A2

  

  1,000,000        0.926        04/25/35        994,644   

 

EFS Volunteer No. 3 LLC Series 2012-1, Class A2(b)

  

  1,750,000        1.193        02/25/25        1,769,953   

 
 

Montana Higher Education Student Assistance Corp.
Series 2012-1, Class A2

  
  

  1,300,000        1.192        05/20/30        1,322,024   

 
 

Panhandle-Plains Higher Education Authority, Inc. Series 2011-1,
Class A2

  
  

  1,140,000        1.234        07/01/24        1,148,414   

 

SLM Student Loan Trust Series 2008-5, Class A4

  

  300,000        1.976        07/25/23        313,023   

 

SLM Student Loan Trust Series 2011-2, Class A1

  

  1,308,302        0.793        11/25/27        1,313,633   

 

SLM Student Loan Trust Series 2012-2, Class A

  

  228,682        0.893        01/25/29        230,473   
     

 

 

 
        10,010,210   

 

 

 
  TOTAL ASSET-BACKED SECURITIES   
  (Cost $18,083,698)      $ 17,956,083   

 

 

 
     
  U.S. Treasury Obligations – 1.2%   

 

United States Treasury Notes

  

$ 200,000        1.000     05/31/18      $ 196,508   
  200,000        1.375        06/30/18        199,860   
  100,000        1.375        05/31/20        96,484   

 

 

 
  U.S. Treasury Obligations – (continued)   

 

United States Treasury Notes – (continued)

  

$ 100,000        1.875     06/30/20      $ 99,613   
  300,000        1.750        05/15/23        280,899   

 

 

 
  TOTAL U.S. TREASURY OBLIGATIONS   
  (Cost $886,590)      $ 873,364   

 

 

 
  TOTAL INVESTMENTS – 100.1%     
  (Cost $69,975,902)      $ 69,826,311   

 

 

 

 
 

LIABILITIES IN EXCESS OF OTHER
ASSETS – (0.1)%

  
  

    (91,507

 

 

 
  NET ASSETS – 100.0%      $ 69,734,804   

 

 

 

 

The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
(a)   Variable rate security. Interest rate disclosed is that which is in effect at June 30, 2013.
(b)   Exempt from registration under Rule 144A of the Securities Act of 1933. Under procedures approved by the Board of Trustees, such securities have been determined to be liquid by the investment adviser and may be resold, normally to qualified institutional buyers in transactions exempt from registration. Total market value of Rule 144A securities amounts to $9,489,924, which represents approximately 13.6% of net assets as of June 30, 2013.
(c)   TBA (To Be Announced) Securities are purchased/sold on a forward commitment basis with an approximate principal amount and no defined maturity date. The actual principal and maturity date will be determined upon settlement when the specific mortgage pools are assigned. Total market value of TBA securities (excluding forward sales contracts, if any) amounts to $2,031,250 which represents approximately 2.9% of net assets as of June 30, 2013.

 

Investment Abbreviations:
FHLMC   —Federal Home Loan Mortgage Corp.
FNMA   —Federal National Mortgage Association
GNMA   —Government National Mortgage Association
REMIC   —Real Estate Mortgage Investment Conduit

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST HIGH QUALITY FLOATING RATE FUND

 

 

ADDITIONAL INVESTMENT INFORMATION

FUTURES CONTRACTS — At June 30, 2013, the Fund had the following futures contracts:

 

Type      Number of
Contracts
Long (Short)
    

Expiration

Date

    

Current

Value

       Unrealized
Gain (Loss)
 
U.S. Long Bond      (47)      September 2013      $ (6,384,656      $ 182,117   
U.S. Ultra Long Treasury Bonds      7      September 2013        1,031,188           (36,618
2 Year U.S. Treasury Notes      43      September 2013        9,460,000           (11,059
5 Year U.S. Treasury Notes      (60)      September 2013        (7,262,813        83,678   

10 Year U.S. Treasury Notes

     (3)      September 2013        (379,688        (52
TOTAL                               $ 218,066   

 

The accompanying notes are an integral part of these financial statements.   43


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Statements of Assets and Liabilities

June 30, 2013 (Unaudited)

 

    

Core Fixed Income

Fund

    

Equity Index

Fund

    

Growth
Opportunities

Fund

     High Quality
Floating Rate Fund
 
           
Assets:                            

Investments of unaffiliated issuers, at value (cost $131,026,798, $114,517,310, $142,840,246 and $69,975,902)

   $ 130,761,379       $ 175,069,480       $ 181,914,633       $ 69,826,311   

Investments of affiliated issuer, at value (cost $662,482 for Equity Index Fund)

             800,264                   

Cash

     12,866,110         617,017         1,734,755         2,586,969   

Foreign currencies, at value (cost $2,245,129 for Core Fixed Income Fund)

     2,251,738                           

Receivables:

                               

Investments sold on an extended-settlement basis

     23,400,777                         62,910   

Interest and dividends

     702,585         217,556         61,338         61,071   

Unrealized gain on forward foreign currency exchange contracts

     291,468                           

Fund shares sold

     80,675         134,886         25,190         265,233   

Investments sold

     77,807         541,979                   

Reimbursement from investment adviser

     41,020         60,089         33,585         34,647   

Futures variation margin

     24,606                           

Collateral on certain derivative contracts

                             346,000 (a) 

Other assets

     1,960         994         1,052         492   
Total assets      170,500,125         177,442,265         183,770,553         73,183,633   
           
           
Liabilities:                            

Payables:

           

Investments purchased on an extended-settlement basis

     39,021,992                         3,222,095   

Forward sale contracts, at value (proceeds receivable $4,305,352 for Core Fixed Income Fund)

     4,283,672                           

Investments purchased

     2,011,158         95,426         840,269         99,627   

Unrealized loss on forward foreign currency exchange contracts

     250,971                           

Amounts owed to affiliates

     69,718         70,744         173,855         32,977   

Fund shares redeemed

     27,442         22,167         94,052         6,803   

Futures variation margin

             5,477                 5,951   

Accrued expenses

     69,397         82,639         60,763         81,376   
Total liabilities      45,734,350         276,453         1,168,939         3,448,829   
           
           
Net Assets:                            

Paid-in capital

     130,388,918         130,352,049         137,798,449         69,648,185   

Undistributed (distributions in excess of) net investment income (loss)

     (273,203      1,832,965         (417,023      (178,892

Accumulated net realized gain (loss)

     (5,395,429      (15,687,883      6,145,801         197,036   

Net unrealized gain

     45,489         60,668,681         39,074,387         68,475   
NET ASSETS    $ 124,765,775       $ 177,165,812       $ 182,601,614       $ 69,734,804   

Net Assets:

           

Institutional

   $ 24,164       $       $ 25,077       $ 24,981   

Service

     124,741,611         177,165,812         182,576,537         69,709,823   

Total Net Assets

   $ 124,765,775       $ 177,165,812       $ 182,601,614       $ 69,734,804   

Shares of beneficial interest outstanding $0.001 par value (unlimited shares authorized):

           

Institutional

     2,305                 3,264         2,372   

Service

     11,902,663         14,796,452         23,771,014         6,619,502   

Net asset value, offering and redemption price per share:

           

Institutional

     $10.48                 $7.68         $10.53   

Service

     10.48         11.97         7.68         10.53   

(a) Represents cash on deposit with counterparty relating to initial margin requirements on future transactions of $346,000 for High Quality Floating Rate Fund.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Statements of Operations

For the Six Months Ended June 30, 2013 (Unaudited)

 

     Core Fixed Income
Fund
     Equity Index
Fund
     Growth
Opportunities
Fund
     High Quality
Floating Rate Fund
 
           
Investment income:                            

Interest

   $ 1,554,262       $ 72       $       $ 257,081   

Dividends — unaffiliated issuers (net of foreign taxes withheld of $0, $557, $5,327 and $0)

     926         1,878,111         626,809           

Dividends — affiliated issuer

             5,547                   
Total investment income      1,555,188         1,883,730         626,809         257,081   
           
           
Expenses:                            

Management fees

     260,567         264,597         906,005         165,948   

Distribution and Service fees

     162,843         220,497         226,490         84,388   

Custody, accounting and administrative services

     48,583         28,447         24,553         35,560   

Professional fees

     37,935         30,218         27,981         46,049   

Printing and mailing costs

     24,864         37,744         24,599         12,174   

Transfer Agent fees(a)

     13,027         17,638         18,118         6,751   

Trustee fees

     8,995         9,051         9,059         8,922   

Other

     5,519         43,373         5,580         3,048   
Total expenses      562,333         651,565         1,242,385         362,840   

Less — expense reductions

     (127,687      (224,977      (197,950      (115,348
Net expenses      434,646         426,588         1,044,435         247,492   
NET INVESTMENT INCOME (LOSS)      1,120,542         1,457,142         (417,626      9,589   
           
           
Realized and unrealized gain (loss):                            

Net realized gain (loss) from:

           

Investments — unaffiliated issuers (including commissions recaptured of $2,801 for the Growth Opportunities Fund)

     (236,983      (600,960      5,653,370         711,173   

Investments — affiliated issuer

             (25,686                

Futures contracts

     (286,872      173,807                 19,270   

Forward foreign currency exchange contracts

     1,054,431                           

Foreign currency transactions

     (176,685                        

Net change in unrealized gain (loss) on:

           

Investments — unaffiliated issuers

     (4,857,188      21,210,187         13,294,790         (947,887

Investments — affiliated issuer

             161,785                   

Futures contracts

     201,335         (20,764              179,503   

Forward foreign currency exchange contracts

     208,425                           

Foreign currency translation

     (15,801                        
Net realized and unrealized gain (loss)      (4,109,338      20,898,369         18,948,160         (37,941
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS    $ (2,988,796    $ 22,355,511       $ 18,530,534       $ (28,352

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

 

     Transfer Agent Fees   

Fund

  

Institutional

   

Service

 

Core Fixed Income

   $ (b)    $ 13,027   

Equity Index

     N/A        17,638   

Growth Opportunities

     (b)      18,118   

High Quality Floating Rate

     (b)      6,751   

(b) Commenced operations on April 30, 2013 for Core Fixed Income, Growth Opportunities and High Quality Floating Rate Funds.

 

The accompanying notes are an integral part of these financial statements.   45


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Statements of Changes in Net Assets

 

     Core Fixed Income Fund     Equity Index Fund  
    

For the

Six Months Ended
June 30, 2013
(Unaudited)

   

For the

Fiscal Year Ended
December 31, 2012

   

For the

Six Months Ended

June 30, 2013
(Unaudited)

   

For the

Fiscal Year Ended
December 31, 2012

 
        
From operations:                         

Net investment income (loss)

   $ 1,120,542      $ 2,237,144      $ 1,457,142      $ 3,159,545   

Net realized gain (loss)

     353,891        4,328,117        (452,839     6,823,582   

Net change in unrealized gain (loss)

     (4,463,229     2,738,834        21,351,208        15,220,753   
Net increase (decrease) in net assets resulting from operations      (2,988,796     9,304,095        22,355,511        25,203,880   
        
        
Distributions to shareholders:                         

From net investment income

        

Institutional Shares

     (146 )(a)                      

Service Shares

     (1,730,621     (3,241,836            (3,068,378

From net realized gains

        

Service Shares

                            
Total distributions to shareholders      (1,730,767     (3,241,836            (3,068,378
        
        
From share transactions:                         

Proceeds from sales of shares

     3,067,142        8,361,507        1,335,342        2,183,506   

Reinvestment of distributions

     1,730,767        3,241,836               3,068,378   

Cost of shares redeemed

     (10,748,540     (30,344,108     (14,335,902     (29,287,642

Net increase (decrease) in net assets resulting from share transactions

     (5,950,631     (18,740,765     (13,000,560     (24,035,758
TOTAL INCREASE (DECREASE)      (10,670,194     (12,678,506     9,354,951        (1,900,256
        
        
Net assets:                         

Beginning of period

     135,435,969        148,114,475        167,810,861        169,711,117   

End of period

   $ 124,765,775      $ 135,435,969      $ 177,165,812      $ 167,810,861   
Undistributed (distributions in excess of) net investment income (loss)    $ (273,203   $ 337,022      $ 1,832,965      $ 375,823   

(a) Commenced operations on April 30, 2013.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

    Growth Opportunities Fund          High Quality Floating Rate Fund  
   

For the

Six Months Ended
June 30, 2013
(Unaudited)

         For the
Fiscal Year Ended
December 31, 2012
         For the
Six Months Ended
June 30, 2013
(Unaudited)
         For the
Fiscal Year Ended
December 31, 2012
 
                
                   
  $ (417,626      $ (442,180      $ 9,589         $ 242,926   
    5,653,370           12,350,130           730,443           1,459,709   
      13,294,790             18,219,850             (768,384          122,962   
      18,530,534             30,127,800             (28,352          1,825,597   
                
                
                
    (a)                   (44 )(a)           
                        (266,963        (516,585
                
                  (14,534,448                      (2,117,284
                  (14,534,448          (267,007          (2,633,869
                
                
                   
    4,972,427           5,879,360           8,041,552           15,052,010   
              14,534,448           267,007           2,633,869   
      (12,771,116          (23,461,412          (7,171,890          (15,310,789
      (7,798,689          (3,047,604          1,136,669             2,375,090   
      10,731,845             12,545,748             841,310             1,566,818   
                
                
                   
      171,869,769             159,324,021             68,893,494             67,326,676   
    $ 182,601,614           $ 171,869,769           $ 69,734,804           $ 68,893,494   
    $ (417,023        $ 603           $ (178,892        $ 78,526   

 

The accompanying notes are an integral part of these financial statements.   47


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

          Income (loss) from
investment operations
                                     
Year - Share Class   Net asset
value,
beginning
of period
    Net
investment
income(a)
    Net
realized
and
unrealized
gain (loss)
    Total from
investment
operations
    Distributions to
shareholders
from net
investment
income
    Net asset
value,
end of
period
    Total
return(b)
    Net assets,
end of
period
(in 000s)
    Ratio of
net expenses
to average
net assets
    Ratio of
total
expenses
to average
net assets
    Ratio of
net investment
income
to average
net assets
    Portfolio
turnover
rate(c)
 

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2013 - Institutional (Commenced April 30, 2013)

  $ 10.91      $ 0.03      $ (0.40   $ (0.37   $ (0.06   $ 10.48        (3.36 )%    $ 24        0.41 %(d)      0.69 %(d)      1.94 %(d)      346

2013 - Service

    10.88        0.09        (0.35     (0.26     (0.14     10.48        (2.37     124,742        0.67 (d)      0.86 (d)      1.72 (d)      346   
                       

FOR THE FISCAL YEARS ENDED DECEMBER 31,

 

2012 - Service

    10.43        0.17        0.52        0.69        (0.24     10.88        6.70        135,436        0.67        0.83        1.57        727   

2011 - Service

    10.00        0.23        0.46        0.69        (0.26     10.43        6.96        148,114        0.67        0.83        2.22        644   

2010 - Service

    9.62        0.28        0.41        0.69        (0.31     10.00        7.18        170,720        0.67        0.81        2.80        399   

2009 - Service

    8.81        0.39        0.87        1.26        (0.45     9.62        14.68        183,178        0.67        0.79        4.29        187   

2008 - Service

    10.13        0.47        (1.31     (0.84     (0.48     8.81        (8.56     182,978        0.67        0.77        4.92        140   

 

(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 distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c) The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.
(d) Annualized.

 

The accompanying notes are an integral part of these financial statements.    48   


GOLDMAN SACHS VARIABLE INSURANCE TRUST EQUITY INDEX FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

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

From

net
realized
gains

    Total
distributions
    Net asset
value,
end of
period
    Total
return(b)
    Net assets,
end of
period
(in 000s)
    Ratio of
net expenses
to average
net assets
    Ratio of
total
expenses
to average
net assets
    Ratio of
net investment
income
to average
net assets
    Portfolio
turnover
rate(c)
 

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2013

  $ 10.54      $ 0.09      $ 1.34      $ 1.43      $      $      $      $ 11.97        13.57   $ 177,166        0.48 %(d)      0.74 %(d)      1.65 %(d)      1
                           

FOR THE FISCAL YEARS ENDED DECEMBER 31,

 

2012

    9.29        0.19        1.26        1.45        (0.20            (0.20     10.54        15.50        167,811        0.48        0.72        1.82        3   

2011

    9.29        0.15        0.01        0.16        (0.16            (0.16     9.29        1.75        169,711        0.48        0.70        1.59        3   

2010

    8.22        0.13        1.08        1.21        (0.14            (0.14     9.29        14.92        193,874        0.51        0.71        1.52        4   

2009

    6.61        0.14        1.62        1.76        (0.15            (0.15     8.22        26.28        198,588        0.59        0.68        1.97        5   

2008

    11.42        0.17        (4.46     (4.29     (0.18     (0.34     (0.52     6.61        (37.18     187,383        0.60        0.69        1.81        4   

 

(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 distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c) The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.
(d) Annualized.

 

The accompanying notes are an integral part of these financial statements.    49   


GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH OPPORTUNITIES FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

          Income (loss) from
investment operations
                                                 
Year - Share Class   Net asset
value,
beginning
of period
    Net
investment
loss(a)
    Net
realized
and
unrealized
gain (loss)
    Total from
investment
operations
    Distribution
to shareholders
from net
realized
gains
    Net asset
value,
end of
period
    Total
return(b)
    Net assets,
end of
period
(in 000s)
    Ratio of
net expenses
to average
net assets
    Ratio of
total
expenses
to average
net assets
    Ratio of
net investment
loss to
average net
assets
    Portfolio
turnover
rate(c)
 

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2013 - Institutional (Commenced April 30, 2013)

  $ 7.66      $ (d)    $ 0.02      $ 0.02      $      $ 7.68        0.26   $ 25        0.99 %(e)      1.18 %(e)      (0.09 )%(e)      20

2013 - Service

    6.93        (0.02     0.77        0.75               7.68        10.82        182,577        1.15 (e)      1.37 (e)      (0.46 )(e)      20   
                       

FOR THE FISCAL YEARS ENDED DECEMBER 31,

 

2012 - Service

    6.34        (0.02 )(f)      1.25        1.23        (0.64     6.93        19.37        171,870        1.15        1.39        (0.26 )(f)      46   

2011 - Service

    6.72        (0.03     (0.24     (0.27     (0.11     6.34        (3.97     159,324        1.17        1.41        (0.46     53   

2010 - Service

    5.63        (0.03     1.12        1.09               6.72        19.36        145,904        1.18        1.43        (0.56     57   

2009 - Service

    3.55        (0.02     2.10        2.08               5.63        58.59        127,710        1.18        1.43        (0.50     71   

2008 - Service

    6.20        (0.02     (2.52     (2.54     (0.11     3.55        (40.72     95,237        1.18        1.37        (0.32     78   

 

(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 distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c) The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.
(d) Amount is less than $0.005 per share.
(e) Annualized.
(f) Reflects income recognized from special dividends which amounted to $0.01 per share and 0.18% of average net assets.

 

The accompanying notes are an integral part of these financial statements.    50   


GOLDMAN SACHS VARIABLE INSURANCE HIGH QUALITY FLOATING RATE FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

          Income (loss) from
investment operations
    Distributions to shareholders                                            
Year - Share Class   Net asset
value,
beginning
of period
    Net
investment
income(a)
    Net
realized
and
unrealized
gain (loss)
    Total from
investment
operations
    From net
investment
income
    From
net
realized
gains
    Total
distributions
    Net asset
value,
end of
period
    Total
return(b)
    Net assets,
end of
period
(in 000s)
    Ratio of
net expenses
to average
net assets
    Ratio of
total
expenses
to average
net assets
    Ratio of
net investment
income
to average
net assets
    Portfolio
turnover
rate(c)
 

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2013 - Institutional (Commenced April 30, 2013)

  $ 10.56      $ 0.01      $ (0.02   $ (0.01   $ (0.02   $      $ (0.02   $ 10.53        (0.11 )%    $ 25        0.38 %(d)      0.85 %(d)      0.42 %(d)      469

2013 - Service

    10.58        (e)      (0.01     (0.01     (0.04            (0.04     10.53        (0.08     69,710        0.73 (d)      1.07 (d)      0.03 (d)      469   
                           

FOR THE FISCAL YEARS ENDED DECEMBER 31,

 

2012 - Service

    10.70        0.04        0.25        0.29        (0.08     (0.33     (0.41     10.58        2.78        68,893        0.79        1.06        0.36        1,045   

2011 - Service

    10.56        0.09        0.57        0.66        (0.10     (0.42     (0.52     10.70        6.35        67,327        0.81        1.13        0.81        960   

2010 - Service

    10.29        0.17        0.37        0.54        (0.19     (0.08     (0.27     10.56        5.19        72,311        0.81        1.08        1.56        614   

2009 - Service

    10.14        0.31        0.33        0.64        (0.36     (0.13     (0.49     10.29        6.44        74,760        0.81        1.05        3.01        287   

2008 - Service

    10.27        0.42        (0.11     0.31        (0.44            (0.44     10.14        3.14        87,050        0.81        1.04        4.12        244   

 

(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 distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c) The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.
(d) Annualized.
(e) Amount is less than $0.005 per share.

 

The accompanying notes are an integral part of these financial statements.    51   


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Notes to Financial Statements

June 30, 2013 (Unaudited)

 

1.    ORGANIZATION

 

Goldman Sachs Variable Insurance Trust (the “Trust” or “VIT”) 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 following table lists those series of the Trust that are included in this report (collectively, the “Funds” or individually a “Fund”), along with their corresponding share classes and respective diversification status under the Act:

 

Fund      Share Classes Offered     

Diversified/

Non-diversified

 
Core Fixed Income, Growth Opportunities and High Quality Floating Rate†      Institutional and Service        Diversified   
Equity Index      Service        Diversified   

 

Formerly, Goldman Sachs Government Income Fund. Effective at the close of business April 30, 2013, the Fund changed its name to the Goldman Sachs High Quality Floating Rate Fund.

Goldman Sachs Asset Management, L.P. (“GSAM”), an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as investment adviser to the Funds pursuant to management agreements (the “Agreements”) 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 Funds’ valuation policy is to value investments at fair value.

B. Investment Income and Investments — Investment income includes interest income and dividend income, net of any foreign withholding taxes, less any amounts reclaimable. Interest income is accrued daily and adjusted for amortization of premiums and accretion of discounts. Dividend income is recognized on ex-dividend date or, for certain foreign securities, as soon as such information is obtained subsequent to the ex-dividend date. Investment transactions are reflected on trade date. Realized gains and losses are calculated using identified cost. Investment transactions are recorded on the following business day for daily net asset value (“NAV”) calculations. Any foreign capital gains tax is accrued daily based upon net unrealized gains, and is payable upon sale of such investments. Distributions received from the Funds’ investments in United States (“U.S.”) real estate investment trusts (“REITs”) may be characterized as ordinary income, net capital gain or a return of capital. A return of capital is recorded by the Funds as a reduction to the cost basis of the REIT.

For derivative contracts, realized gains and losses are recorded upon settlement of the contract. For securities with paydown provisions, principal payments received are treated as a proportionate reduction to the cost basis of the securities and excess or shortfall amounts are recorded as gains or losses. For treasury inflation protected securities (“TIPS”), adjustments to principal due to inflation/deflation are reflected as increases/decreases to interest income with a corresponding adjustment to cost.

C. Class Allocations and Expenses — Investment income, realized and unrealized gain (loss), and non-class specific expenses of each 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 and Transfer Agent 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.

D. Federal Taxes and Distributions to Shareholders — It is each Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to regulated investment companies (mutual funds) and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly,

 

52


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

 

 

2.    SIGNIFICANT ACCOUNTING POLICIES (continued)

 

the Funds are not required to make any provisions for the payment of federal income tax. Distributions to shareholders are recorded on the ex-dividend date. Income and capital gains distributions, if any, are declared and paid according to the following schedule:

 

Fund     

Income Distributions

Declared/Paid

     Capital Gains Distributions
Declared/Paid
 
Core Fixed Income and High Quality Floating Rate      Quarterly        Annually   
Equity Index and Growth Opportunities      Annually        Annually   

Net capital losses are carried forward to future fiscal years and may be used to the extent allowed by the Code to offset any future capital gains. Utilization of capital loss carryforwards will reduce the requirement of future capital gains distributions.

Under the Regulated Investment Company Modernization Act of 2010, the Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with federal income tax rules, which may differ from GAAP. The source of each Fund’s distributions may be shown in the accompanying financial statements as either from net investment income, net realized gain or capital. Certain components of the Funds’ net assets on the Statements of Assets and Liabilities reflect permanent GAAP/tax differences based on the appropriate tax character.

E. Foreign Currency Translation — The accounting records and reporting currency of the Funds are maintained in U.S. dollars. Assets and liabilities denominated in foreign currencies are translated into U.S. dollars using the current exchange rates at the close of each business day. The effect of changes in foreign currency exchange rates on investments is included within net realized and unrealized gain (loss) on investments. Changes in the value of other assets and liabilities as a result of fluctuations in foreign exchange rates are included in the Statements of Operations within net change in unrealized gain (loss) on foreign currency transactions. Transactions denominated in foreign currencies are translated into U.S. dollars on the date the transaction occurred, the effects of which are included within net realized gain (loss) on foreign currency transactions.

F. Commission Recapture — GSAM, on behalf of certain Funds, may direct portfolio trades, subject to seeking best execution, to various brokers who have agreed to rebate a portion of the commissions generated. Such rebates are made directly to a Fund as cash payments and are included in net realized gain (loss) from investments on the Statements of Operations.

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).

 

53


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

The Trustees have adopted Valuation Procedures that govern the valuation of the portfolio investments held by the Funds, 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 Funds’ 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.

Unlisted equity securities for which market quotations are available are valued at the last sale price on the valuation date, or if no sale occurs, at the last bid price. Securities traded on certain foreign securities exchanges are valued daily at fair value determined by an independent fair value service (if available) under Valuation Procedures approved by the Trustees and consistent with applicable regulatory guidance. The independent fair value service takes into account multiple factors including, but not limited to, movements in the securities markets, certain depositary receipts, futures contracts and foreign currency exchange rates that have occurred subsequent to the close of the foreign securities exchange. These investments are generally classified as Level 2 of the fair value hierarchy.

Debt Securities — Debt securities for which market quotations are readily available are valued daily on the basis of quotations supplied by dealers or an independent pricing service approved by the Trustees. The pricing services may use valuation models or matrix pricing, which consider: (i) yield or price with respect to bonds that are considered comparable in characteristics such as rating, interest rate and maturity date or (ii) quotations from securities dealers to determine current value. Short-term debt obligations that mature in sixty days or less and that do not exhibit signs of credit deterioration are valued at amortized cost, which 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.

i. Mortgage-Backed and Asset-Backed Securities — Mortgage-backed securities represent direct or indirect participations in, or are collateralized by and payable from, mortgage loans secured by residential and/or commercial real estate property. Asset-backed securities include securities whose principal and interest payments are collateralized by pools of other assets or receivables. The value of certain mortgage-backed and asset-backed securities (including adjustable rate mortgage loans) may be particularly sensitive to changes in prevailing interest rates. The value of these securities may also fluctuate in response to the market’s perception of the creditworthiness of the issuers.

Asset-backed securities may present credit risks that are not presented by mortgage-backed securities because they generally do not have the benefit of a security interest in collateral that is comparable to mortgage assets. Some asset-backed securities may only have a subordinated claim on collateral.

Stripped mortgage-backed securities are usually structured with two different classes: one that receives substantially all interest payments (interest-only, or “IO” and/or high coupon rate with relatively low principal amount, or “IOette”), and the other that receives substantially all principal payments (principal-only, or “PO”) from a pool of mortgage loans. Little to no principal will be received at the maturity of an IO; as a result, periodic adjustments are recorded to reduce the cost of the security until maturity. These adjustments are included in interest income

 

54


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

 

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

ii. Mortgage Dollar Rolls — Mortgage dollar rolls are transactions whereby a Fund sells mortgage-backed-securities and simultaneously contracts with the same counterparty to repurchase similar securities on a specified future date. During the settlement period, a Fund will not be entitled to accrue interest and receive principal payments on the securities sold.

iii. Treasury Inflation Protected Securities — TIPS are treasury securities in which the principal amount is adjusted daily to keep pace with inflation, as measured by the U.S. Consumer Pricing Index for Urban Consumers. The repayment of the original bond principal upon maturity is guaranteed by the full faith and credit of the U.S. Government.

iv. When-Issued Securities and Forward Commitments — When-issued securities, including TBA (“To Be Announced”) securities, are securities that are authorized but not yet issued in the market and purchased in order to secure what is considered to be an advantageous price or yield to a Fund. A forward commitment involves entering into a contract to purchase or sell securities, typically on an extended settlement basis, for a fixed price at a future date. The purchase of securities on a when-issued or forward commitment basis involves a risk of loss if the value of the security to be purchased declines before the settlement date. Conversely, the sale of securities on a forward commitment basis involves the risk that the value of the securities sold may increase before the settlement date. Although a Fund will generally purchase securities on a when-issued or forward commitment basis with the intention of acquiring the securities for its portfolio, the Fund may dispose of when-issued securities or forward commitments prior to settlement which may result in a realized gain or loss.

Derivative Contracts — A derivative is an instrument whose value is derived from underlying assets, indices, reference rates or a combination of these factors.

Exchange-traded derivatives, including futures contracts, typically fall within Level 1 of the fair value hierarchy. Over-the-counter (“OTC”) derivatives are valued using market transactions and other market evidence, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence.

i. Forward Foreign Currency Exchange Contracts — In a forward foreign currency contract, a Fund agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. All forward foreign currency exchange contracts are marked-to-market daily at the applicable forward rate.

ii. Futures Contracts — Futures contracts are contracts to buy or sell a standardized quantity of a specified commodity or security and are valued based on exchanged settlement prices or independent market quotes. Futures contracts are valued at the last settlement price, or in the absence of a sale, the last bid price for long positions and at the last ask price for short positions, at the end of each day on the board of trade or exchange upon which they are traded. Upon entering into a futures contract, a Fund deposits cash or securities in an account on behalf of the broker in an amount sufficient to meet the initial margin requirement. Subsequent payments are made or received by the Fund equal to the daily change in the contract value and are recorded as variation margin receivable or payable with a corresponding offset to unrealized gains or losses.

 

55


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

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 Funds’ 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 Funds’ investments and derivatives classified in the fair value hierarchy as of June 30, 2013:

 

CORE FIXED INCOME               
Investment Type      Level 1        Level 2        Level 3  
Assets               
Fixed Income               

Corporate Obligations

     $         $ 31,518,752         $   

Mortgage-Backed Obligations

                 52,627,469             

U.S. Treasury Obligations and/or Other U.S. Government Agencies

       24,233,428           6,260,863             

Asset-Backed Securities

                 8,319,054             

Foreign Debt Obligations

       1,576,221           2,319,068             

Municipal Debt Obligations

                 1,376,773             

Government Guarantee Obligations

                 2,529,751             
Total      $ 25,809,649         $ 104,951,730         $   
Liabilities               
Fixed Income               

Mortgage-Backed Obligations — Forward Sales Contracts

     $         $ (4,283,672      $   
Derivative Type                              
Assets(a)               
Futures Contracts      $ 482,247         $         $   
Forward Foreign Currency Exchange Contracts                  291,468             
Liabilities(a)               
Futures Contracts      $ (219,458      $         $   
Forward Foreign Currency Exchange Contracts                  (250,971          

 

56


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

 

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

EQUITY INDEX               
Investment Type      Level 1        Level 2        Level 3  
Assets               
Common Stock and/or Other Equity Investments      $ 175,729,747         $         $   
U.S. Treasury Obligations and/or Other U.S. Government Agencies        139,997                       
Total      $ 175,869,744         $         $   
Derivative Type                              
Liabilities(a)               
Futures Contracts      $ (21,271      $         $   
GROWTH OPPORTUNITIES               
Investment Type      Level 1        Level 2        Level 3  
Assets               
Common Stock and/or Other Equity Investments      $ 181,914,633         $         $   
HIGH QUALITY FLOATING RATE               
Investment Type      Level 1        Level 2        Level 3  
Assets               
Fixed Income               

Mortgage-Backed Obligations

     $         $ 50,996,864         $   

U.S. Treasury Obligations and/or Other U.S. Government Agencies

       873,364                       

Asset-Backed Securities

                 17,956,083             
Total      $ 873,364         $ 68,952,947         $   
Derivative Type                              
Assets(a)               
Futures Contracts      $ 265,795         $         $   
Liabilities(a)               
Futures Contracts      $ (47,729      $              

 

(a) Amount shown represents unrealized gain (loss) at period end.

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

 

57


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

4.    INVESTMENTS IN DERIVATIVES

 

The following tables set forth, by certain risk types, the gross value of derivative contracts as of June 30, 2013. These instruments were used to meet the Funds’ investment objectives and to obtain and/or manage exposure related to the risks below. The values in the tables below exclude the effects of cash collateral received or posted pursuant to these derivative contracts, and therefore are not representative of the Funds’ net exposure.

 

CORE FIXED INCOME    
 
Risk   Statements of Assets and Liabilities   Assets   Statements of Assets and Liabilities   Liabilities
Interest Rate   Receivable for unrealized gain on futures variation margin   $482,247(a)   Payable for unrealized loss on futures
variation margin
  $(219,458)(a)
Currency   Receivables for unrealized gain on forward foreign currency exchange contracts     291,468   Payable for unrealized loss on forward
foreign currency exchange contracts
    (250,971)
Total       $773,715       $(470,429)

 

Fund    Risk   Statements of Assets and Liabilities   Assets(a)     Statements of Assets and Liabilities   Liabilities(a)  
Equity Index    Equity     $      Payable for unrealized loss on futures variation margin   $ (21,271
High Quality Floating Rate    Interest Rate   Receivable for unrealized gain on futures variation margin     265,795      Payable for unrealized loss on futures variation margin     (47,729

 

(a) Includes unrealized gain (loss) on futures contracts described in the Additional Investment Information sections of the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Assets and Liabilities.

The following table sets forth, by certain risk types, the Funds’ gains (losses) related to these derivatives and their indicative volumes for the six months ended June 30, 2013. These gains (losses) should be considered in the context that these derivative contracts may have been executed to economically hedge certain investments, and accordingly, certain gains (losses) on such derivative contracts may offset certain (losses) gains attributable to investments. These gains (losses) are included in “Net realized gain (loss)” or “Net change in unrealized gain (loss)” on the Statements of Operations:

 

CORE FIXED INCOME     
Risk    Statements of Operations   Net
Realized
Gain (Loss)
    Net Change in
Unrealized
Gain (Loss)
    Average
Number of
Contracts(a)
 

Interest Rate

   Net realized gain (loss) from futures contracts/Net change in unrealized gain (loss) on futures contracts   $ (286,872   $ 201,335        498   

Currency

   Net realized gain (loss) from forward foreign currency exchange contracts/Net change in unrealized gain (loss) on forward foreign currency exchange contracts     1,054,431        208,425        216   

Total

       $ 767,559      $ 409,760        714   

 

(a) Average number of contracts is based on the average of month end balances for the six months ended June 30, 2013.

The following table represents gains (losses) which are included in “Net realized gain (loss) from future transactions” and “Net change in unrealized gain (loss) on futures” in the Statements of Operations:

 

Fund    Risk          Net
Realized
Gain (Loss)
     Net Change in
Unrealized
Gain (Loss)
    Average
Number of
Contracts(a)
 

Equity Index

   Equity         $ 173,807       $ (20,764     19   

High Quality Floating Rate

   Interest Rate           19,270         179,503        198   

 

(a) Average number of contracts is based on the average of month end balances for the six months ended June 30, 2013.

 

58


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

 

4.    INVESTMENTS IN DERIVATIVES (continued)

 

In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) No. 2011-11: Disclosures about Offsetting Assets and Liabilities (“netting”) on the Statements of Assets and Liabilities that are subject to master netting arrangements or similar agreements. ASU 2011-11 was amended by ASU No. 2013-01, clarifying which investments and transactions are subject to the netting disclosure. The scope of the disclosure requirements is limited to derivative instruments, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions. This information is intended to enable users of the Funds’ financial statements to evaluate the effect or potential effect of netting arrangements on the Funds’ financial position. The ASU is effective for financial statements with fiscal years beginning on or after January 1, 2013, and interim periods within those fiscal years. The Funds adopted the disclosure requirement on netting for the current reporting period. Since these amended principles require additional disclosures concerning offsetting and related arrangements, adoption did not affect the Portfolio’s financial condition or result of operations.

For financial reporting purposes, the Portfolios do not offset financial assets and financial liabilities that are subject to master netting arrangements or similar agreements on the Statement of Assets and Liabilities.

In order to better define its contractual rights and to secure rights that will help a Fund mitigate its counterparty risk, a Fund may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its derivatives counterparties. An ISDA Master Agreement is a bilateral agreement between a Fund and a counterparty that governs OTC derivatives, including foreign exchange contracts, and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.

Collateral and margin requirements differ between exchange traded derivatives and OTC derivatives. Margin requirements are established by the broker or clearing house for exchange-traded and centrally cleared derivatives (financial futures contracts, options and centrally cleared swaps) pursuant to governing agreements for those instrument types. Brokers can ask for margin in excess of the minimum in certain circumstances. Collateral terms are contract-specific for OTC derivatives (foreign currency exchange contracts, options and certain swaps). For derivatives traded under an ISDA Master Agreement, the collateral requirements are typically calculated by netting the mark to market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by a Fund and the counterparty. Additionally, a Fund may be required to post additional collateral to the counterparty in the form of initial margin, the terms of which would be outlined in the confirmation of the OTC transaction.

For financial reporting purposes, cash collateral that has been pledged to cover obligations of a Fund and cash collateral received from the counterparty, if any, is reported separately on the Statements of Assets and Liabilities as receivables/payables for collateral on certain derivative contracts. Non-cash collateral pledged by a Fund, if any, is noted in the Schedules of Investments. Generally, the amount of collateral due from or to a counterparty must exceed a minimum transfer amount threshold (e.g., $250,000) before a transfer is required to be made. To the extent amounts due to a Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty nonperformance. A Fund attempts to mitigate counterparty risk by only entering into agreements with counterparties that it believes to be of good standing and by monitoring the financial stability of those counterparties.

Additionally, the netting of assets and liabilities and the offsetting of collateral pledged or received are based on contractual netting/set-off provisions in the ISDA Master Agreement or similar agreements, however, in the event of a default or insolvency of a counterparty, a court could determine that such rights are not enforceable due the restrictions or prohibitions against the right of setoff that may be imposed due to a particular jurisdiction’s bankruptcy or insolvency laws.

 

59


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

4.    INVESTMENTS IN DERIVATIVES (continued)

 

The following tables set forth the Funds’ net exposure for derivative instruments that are subject to enforceable master netting arrangements or similar agreements as of June 30, 2013:

CORE FIXED INCOME

Offsetting of Derivatives Assets:

 

Derivatives        Gross Amount of
Recognized Assets
    Gross Amounts Offset
in the Statement
of Assets and Liabilities
    Net Amounts of Assets
Presented in the Statement
of Assets and Liabilities
 
Over the Counter:        

Forward Currency Contracts

    $ 291,468      $      $ 291,468   
Exchange Traded:        

Futures Contracts

        24,606               24,606   
Total       $ 316,074      $      $ 316,074   

Derivative Assets and Collateral Received by Counterparty:

 

            Gross Amounts Available for Offset but Not Netted
in the Statement of Assets and Liabilities
        
Counterparty   

Net Amounts of Assets in the

Statement of Assets and
Liabilities

     Financial Instruments      Cash Collateral Received      Net Amount(1)  
Bank of America NA    $ 5,307       $       $       $ 5,307   
Barclays Bank PLC      8,743         (8,743                
BNP Paribas SA      3,418         (3,418                
Citibank NA      29,563         (26,079              3,484   
Credit Suisse International      321         (321                
Deutsche Bank AG (London)      10,399         (10,399                
Goldman Sachs & Co.*      24,606                         24,606   
HSBC Bank PLC      17,842         (3,161              14,681   
JPMorgan Chase Bank NA      60,646         (10,326              50,320   
Morgan Stanley Co., Inc.      18,544                         18,544   
Royal Bank of Canada      40,625         (12,610              28,015   
Royal Bank of Scotland      6,416         (5,990              426   
Standard Chartered Bank      15,005                         15,005   
State Street Bank      4,339         (4,339                
UBS AG (London)      5,139         (5,139                

Westpac Banking Corp.

     65,161         (65,161                
Total    $ 316,074       $ (155,686    $       $ 160,388   
* Exchange Traded Futures — Goldman Sachs & Co. as Futures Commission Merchant
(1) Net amount represents the net amount due from the counterparty in the event of a default based on the contractual set-off rights under the agreement.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

 

 

4.    INVESTMENTS IN DERIVATIVES (continued)

 

Offsetting of Derivatives Liabilities:

Derivatives        Gross Amount of
Recognized Liabilities
    Gross Amounts Offset
in the Statement of
Assets and Liabilities
    Net Amounts of Liabilities
Presented in the Statement
of Assets and Liabilities
 
Over the Counter:        

Forward Currency Contracts

      $ 250,971      $      $ 250,971   

Derivative Liabilities and Collateral Pledged by Counterparty:

 

            Gross Amounts Available for Offset but Not Netted
in the Statement of Assets and Liabilities
        
Counterparty   

Net Amounts of Liabilities in the

Statement of Assets and Liabilities

     Financial Instruments      Cash Collateral Pledged      Net Amount(2)  
Barclays Bank PLC    $ 50,974       $ (8,743    $       $ 42,231   
BNP Paribas SA      13,766         (3,418              10,348   
Citibank NA      26,079         (26,079                
Credit Suisse International      3,638         (321              3,317   
Deutsche Bank AG (London)      14,518         (10,399              4,119   
HSBC Bank PLC      3,161         (3,161                
JPMorgan Chase Bank NA      10,326         (10,326                
Royal Bank of Canada      12,610         (12,610                
Royal Bank of Scotland      5,990         (5,990                
State Street Bank      13,421         (4,339              9,082   
UBS AG (London)      29,640         (5,139              24,501   

Westpac Banking Corp.

     66,848         (65,161              1,687   
Total    $ 250,971       $ (155,686    $       $ 95,285   

 

(2) Net amount represents the net amount due to the counterparty in the event of a default based on the contractual set-off rights under the agreement.

EQUITY INDEX

Offsetting of Derivatives Liabilities:

 

Derivatives    Gross Amount of
Recognized Liabilities
       Gross Amounts Offset
in the Statement of
Assets and Liabilities
       Net Amounts of Liabilities
Presented in the Statement
of Assets and Liabilities
 
Exchange Traded:             

Futures Contracts

   $ 5,477         $         $ 5,477   

Derivative Liabilities and Collateral Pledged by Counterparty:

 

                Gross Amounts Available for Offset but Not Netted in
the Statement of Assets and Liabilities
          
Counterparty      Net Amounts of Liabilities in the
Statement of Assets and
Liabilities
       Financial Instruments        Cash Collateral Pledged        Net Amount(1)  

J.P. Morgan Securities LLC*

     $ 5,477         $ (5,477      $         $   

 

* Exchange Traded Futures — J.P. Morgan as Futures Commission Merchant
(1) Net amount represents the net amount due to the counterparty in the event of a default based on the contractual set-off rights under the agreement.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

4.    INVESTMENTS IN DERIVATIVES (continued)

 

 

HIGH QUALITY FLOATING RATE

Offsetting of Derivatives Liabilities:

 

Derivatives    Gross Amount of
Recognized Liabilities
       Gross Amounts Offset
in the Statement of
Assets and Liabilities
       Net Amounts of Liabilities
Presented in the Statement
of Assets and Liabilities
 
Exchange Traded:             

Futures Contracts

   $ 5,951         $         $ 5,951   

Derivative Liabilities and Collateral Pledged by Counterparty:

 

            Gross Amounts Available for Offset but Not Netted
in the Statement of Assets and Liabilities
        
Counterparty   

Net Amounts of Liabilities in the

Statement of Assets and Liabilities

     Financial Instruments      Cash Collateral Pledged      Net Amount(1)  
Goldman Sachs & Co.*    $ 5,951       $       $ (5,951    $   

 

* Exchange Traded Futures — Goldman Sachs & Co. as Futures Commission Merchant
(1) Net amount represents the net amount due to the counterparty in the event of a default based on the contractual set-off rights under the agreement.

 

5.    AGREEMENTS AND AFFILIATED TRANSACTIONS

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

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

For the six months ended June 30, 2013, contractual and effective net management fees with GSAM were at the following rates:

 

    Contractual Management Fee Rate        
Fund   First
$1 billion
    Next
$1 billion
    Next
$3 billion
    Next
$3 billion
    Over
$8 billion
    Effective
Rate
    Effective Net
Management
Fee Rate
 
Core Fixed Income     0.40     0.36     0.34     0.33     0.32     0.40     0.40
Growth Opportunities     1.00        1.00        0.90        0.86        0.84        1.00        0.97
High Quality Floating Rate:**
             
Effective 4/30/2013     0.40        0.36        0.34        0.33        0.32        0.49        0.46
Prior to 4/30/2013     0.54        0.49        0.47        0.46        0.45                 

 

* GSAM has agreed to waive a portion of its management fee in order to achieve a net effective management fee rates, as defined in the Fund’s most recent prospectuses. These waivers will be effective through at least April 30, 2014, and prior to such date GSAM may not terminate the arrangement without approval of the Trustees. The Effective Net Management Rates above are calculated based on management rates before and after the waivers had been adjusted, if applicable.
** Effective April 30, 2013, the Fund’s management fee schedule has been reduced, as outlined in the table above.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

5.    AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

The Agreement for the Equity Index Fund provides for a contractual management fee at an annual rate equal to 0.30% of the Fund’s average daily net assets. For the six months ended June 30, 2013, GSAM agreed to waive a portion of its management fee in order to achieve the following effective annual rates which will remain in effect through April 30, 2014 and prior to such date GSAM may not terminate the arrangement without the approval of the Trustees:

 

Management Rate  
Fund     $0-$400 million     Over $400 million     Effective Rate  
  Equity Index        0.21     0.20     0.21

As authorized by the Agreement, GSAM has entered into a Sub-advisory Agreement with SSgA which serves as the sub-adviser to the Equity Index Fund and provides the day-to-day advice regarding the Fund’s portfolio transactions. As compensation for its services, SSgA is entitled to a fee, accrued daily and paid monthly by GSAM, at the following annual rates of the Fund’s average daily net assets: 0.03% on the first $50 million, 0.02% on the next $200 million, 0.01% on the next $750 million and 0.008% over $1 billion. The effective Sub-advisory fee was 0.02% for the six months ended June 30, 2013.

B. Distribution and Service Plans — The Trust, on behalf of each Fund, has adopted a Distribution and Service Plan (the “Plan”). Under the Plan, 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, equal to, on an annual basis, 0.25% of the Fund’s average daily net assets attributable to Service Shares. For the six months ended June 30, 2013 for the Growth Opportunities Fund, Goldman Sachs agreed to waive distribution and services fees so as not to exceed an annual rate of 0.16% of average daily net assets of the Fund. This distribution and service fee waiver will remain in place through at least April 30, 2014, and prior to such date Goldman Sachs may not terminate the arrangement without the approval of the Trustees.

C. Transfer Agency Agreement — Goldman Sachs also serves as the transfer agent of the Funds for a fee pursuant to a Transfer Agency Agreement. The fees charged for such transfer agency services are accrued daily and paid monthly at an annual rate of 0.02% of the average daily net assets for Institutional and Service Shares.

D. Other Expense Agreements and Affiliated Transactions — GSAM has agreed to limit certain “Other Expense” of the Funds (excluding transfer agent fees and expenses, taxes, interest, brokerage fees, litigation, indemnification, shareholder meeting and other extraordinary expenses) to the extent such expenses exceed, on an annual basis, a percentage rate of the average daily net assets of each Fund. Such Other Expense reimbursements, if any, are accrued daily and paid monthly. In addition, the Funds are 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 Core Fixed Income, Equity Index, Growth Opportunities and High Quality Floating Rate Funds are 0.004%, 0.004%, 0.004% and 0.074%, respectively. Prior to April 30, 2013, the Other Expense limitation for High Quality Floating Rate Fund was 0.004%. These Other Expense limitations will remain in place through at least April 30, 2014, and prior to such date GSAM may not terminate the arrangements without the approval of the Trustees. In addition, the Funds have entered into certain offset arrangements with the custodian and the transfer agent, which may result in a reduction of the Funds’ expenses and are received irrespective of the application of the “Other Expense” limitations described above.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

5.    AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

For the six months ended June 30, 2013, these expense reductions, including any fee waivers and Other Expense reimbursements, were as follows:

 

Fund   Management
Fee Waiver
    Distribution and
Service Fee
Waiver
    Custody Fee
Credits
    Other Expense
Reimbursement
    Total Expense
Reductions
 
Core Fixed Income   $      $      $ 4,396      $ 123,291      $ 127,687   
Equity Index     79,381               294        145,302        224,977   
Growth Opportunities     27,180        81,538        1,087        88,145        197,950   
High Quality Floating Rate     10,512               8,609        96,227        115,348   

As of June 30, 2013, the amounts owed to affiliates of the Funds were as follows:

 

Fund   Management
Fees
    Distribution and
Service Fees
    Transfer Agent
Fees
    Total  
Core Fixed Income   $ 41,626      $ 26,011      $ 2,081      $ 69,718   
Equity Index     30,950        36,846        2,948        70,744   
Growth Opportunities     146,647        24,185        3,023        173,855   
High Quality Floating Rate     17,627        14,213        1,137        32,977   

E. Line of Credit Facility — As of June 30, 2013, the Funds participated in a $780,000,000 committed, unsecured revolving line of credit facility (the “facility”) together with other funds of the Trust and registered investment companies having management agreements with GSAM or its affiliates (“Other Borrowers”). Pursuant to the terms of the facility, the Funds and Other Borrowers could increase the credit amount by an additional $220,000,000, for a total of up to $1,000,000,000. 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 Funds based on the amount of the commitment that has not been utilized. For the six months ended June 30, 2013, the Funds did not have any borrowings under the facility. Prior to May 8, 2013, the committed amount available through the facility was $630,000,000.

F. Other Transactions with Affiliates — For the six months ended June 30, 2013, Goldman Sachs earned $5 and $1,006 in brokerage commissions from portfolio transactions, including futures transactions executed with Goldman Sachs as the Futures Commission Merchant, on behalf of the Equity Index and Growth Opportunities Funds, respectively.

The following table provides information about the investment in shares of issuers of which a Fund is an affiliate for the six months ended June 30, 2013:

 

Fund   Name of Affiliated Issuer     Number of
Shares Held
Beginning of
Period
    Shares
Bought
    Shares
Sold
    Number of
Shares Held
End of
Period
    Value at
End of
Year
    Dividend
Income
 
Equity Index     The Goldman Sachs Group, Inc.        5,761               (470     5,291      $ 800,264      $ 5,547   

 

 

64


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

6.    PORTFOLIO SECURITIES TRANSACTIONS

 

The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended June 30, 2013, were as follows:

 

Fund      Purchases of U.S.
Government and
Agency Obligations
       Purchases
(Excluding U.S.
Government and
Agency Obligations)
       Sales and
Maturities of U.S.
Government and
Agency Obligations
       Sales and
Maturities
(Excluding U.S.
Government and
Agency Obligations)
 
Core Fixed Income      $ 430,968,033         $ 21,242,085         $ 426,180,390         $ 34,022,194   
Equity Index                  1,318,232                     13,274,867   
Growth Opportunities                  36,470,766                     43,342,345   
High Quality Floating Rate        271,174,883           26,347,522           295,589,717           5,665,452   

7.    TAX INFORMATION

As of the Funds’ most recent fiscal year end, December 31, 2012, the Funds’ capital loss carryforwards and certain timing differences on a tax-basis were as follows:

 

      Core Fixed
Income
    Equity
Index
    Growth
Opportunities
    High Quality
Floating Rate
 
Capital loss carryforwards:(1)         

Expiring 2017

   $ (1,103,983   $ (641,986   $      $   

Expiring 2018

     (4,488,774                     
Total capital loss carryforwards    $ (5,592,757   $ (641,986   $      $   
Timing differences (Qualified late year loss and straddle loss deferrals and deferred dividend)      (349,074     713        (34,054     (511,071

 

(1) Expiration occurs on December 31 of the year indicated.

As of June 30, 2013, the Funds’ aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:

 

      Core Fixed
Income
    Equity Index     Growth
Opportunities
    High Quality
Floating Rate
 
Tax cost    $ 131,035,225      $ 129,737,310      $ 143,241,138      $ 69,978,358   
Gross unrealized gain      2,374,561        68,311,161        41,638,007        248,968   
Gross unrealized loss      (2,648,407     (22,178,727     (2,964,512     (401,015
Net unrealized security gain(loss)    $ (273,846   $ 46,132,434      $ 38,673,495      $ (152,047

The difference between GAAP-basis and tax-basis unrealized gains (losses) is attributable primarily to wash sales, net mark to market gains (losses) on regulated futures and forward foreign currency exchange contracts and differences related to the tax treatment of underlying fund investments, real estate investment trust investments, and securities on loan.

GSAM has reviewed the Funds’ tax positions for all open tax years (the current and prior three years, as applicable) and has concluded that no provision for income tax is required in the Funds’ financial statements. Such open tax years remain subject to examination and adjustment by tax authorities.

 

65


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

8.    OTHER RISKS

 

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

Shareholder Concentration Risk — Certain funds, accounts, individuals or Goldman Sachs affiliates may from time to time own (beneficially or of record) or control a significant percentage of the Funds’ shares. Redemptions by these entities of their holdings in the Funds may impact the Funds’ liquidity and NAV. These redemptions may also force the Funds to sell securities.

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

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

9.    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 Funds. Additionally, in the course of business, the Funds enter into contracts that contain a variety of indemnification clauses. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, GSAM believes the risk of loss under these arrangements to be remote.

10.    SUBSEQUENT EVENTS

Subsequent events after the Statements 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.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

11.    SUMMARY OF SHARE TRANSACTIONS

 

Share activity is as follows:

 

     Core Fixed Income Fund  
     For the Six Months Ended
June 30, 2013

(Unaudited)
    For the Fiscal Year Ended
December 31, 2012
 
      Shares     Dollars     Shares     Dollars  
Institutional Shares(a)         
Shares sold      2,291      $ 25,000             $   
Reinvestment of distributions      14        146                 
       2,305        25,146                 
Service Shares         
Shares sold      281,720        3,042,142        786,585        8,361,507   
Reinvestment of distributions      162,192        1,730,621        304,260        3,241,836   
Shares redeemed      (993,694     (10,748,540     (2,842,488     (30,344,108
       (549,782     (5,975,777     (1,751,643     (18,740,765
NET DECREASE      (547,477   $ (5,950,631     (1,751,643   $ (18,740,765

Share activity is as follows:

 

     Equity Index Fund  
     For the Six Months Ended
June 30, 2013

(Unaudited)
    For the Fiscal Year Ended
December 31, 2012
 
      Shares     Dollars     Shares     Dollars  
Service Shares         
Shares sold      115,711      $ 1,335,342        212,773      $ 2,183,506   
Reinvestment of distributions                    290,291        3,068,378   
Shares redeemed      (1,237,042     (14,335,902     (2,849,794     (29,287,642
NET DECREASE      (1,121,331   $ (13,000,560     (2,346,730   $ (24,035,758

 

(a) Commenced operations on April 30, 2013.

 

67


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

11.    SUMMARY OF SHARE TRANSACTIONS (continued)

 

Share activity is as follows:

 

     Growth Opportunities Fund  
     For the Six Months Ended
June 30, 2013

(Unaudited)
    For the Fiscal Year Ended
December 31, 2012
 
      Shares     Dollars     Shares     Dollars  
Institutional Shares(a)         
Shares sold      3,264      $ 25,000             $   
       3,264        25,000                 
Service Shares         
Shares sold      656,404        4,947,427        837,085        5,879,360   
Reinvestment of distributions                    2,112,565        14,534,448   
Shares redeemed      (1,701,049     (12,771,116     (3,270,859     (23,461,412
       (1,044,645     (7,823,689     (321,209     (3,047,604
NET DECREASE      (1,041,381   $ (7,798,689     (321,209   $ (3,047,604

 

(a) Commenced operations on April 30, 2013.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

 

 

11.    SUMMARY OF SHARE TRANSACTIONS (continued)

 

Share activity is as follows:

 

     High Quality Floating Rate Fund  
     For the Six Months Ended
June 30, 2013

(Unaudited)
    For the Fiscal Year Ended
December 31, 2012
 
      Shares     Dollars     Shares     Dollars  
Institutional Shares(a)         
Shares sold      2,368      $ 25,000             $   
Reinvestment of distributions      4        44                 
       2,372        25,044                 
Service Shares         
Shares sold      760,572        8,016,552        1,391,077        15,052,010   
Reinvestment of distributions      25,404        266,963        248,434        2,633,869   
Shares redeemed      (680,833     (7,171,890     (1,416,700     (15,310,789
       105,143        1,111,625        222,811        2,375,090   
NET INCREASE      107,515      $ 1,136,669        222,811      $ 2,375,090   

 

(a) Commenced operations on April 30, 2013.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Fund Expenses — Six Month Period Ended June 30, 2013  (Unaudited)    

As a shareholder of Institutional or Service Shares of a Fund, you incur ongoing costs, including management fees, distribution and service (12b-1) fees (with respect to Service Shares) and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Institutional Shares and Service Shares of the Funds 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 January 1, 2013 through June 30, 2013.

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 Funds’ actual net expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Funds’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. As a shareholder of the Fund you do not incur any transaction costs, such as sales charges, redemption fees, or exchange fees, but shareholders of other funds may incur such costs. 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 whose shareholders may incur transaction costs.

 

     Core Fixed Income Fund     Equity Index Fund     Growth Opportunities Fund     High Quality Floating Rate Fund  
Share Class   Beginning
Account
Value
1/01/13
    Ending
Account
Value
6/30/13
    Expenses
Paid for the
6 Months
Ended
6/30/13*
    Beginning
Account
Value
1/01/13
    Ending
Account
Value
6/30/13
    Expenses
Paid for the
6 Months
Ended
6/30/13*
    Beginning
Account
Value
1/01/13
    Ending
Account
Value
6/30/13
    Expenses
Paid for the
6 Months
Ended
6/30/13*
    Beginning
Account
Value
1/01/13
    Ending
Account
Value
6/30/13
    Expenses
Paid for the
6 Months
Ended
6/30/13*
 
Institutional(a)                                                

Actual

  $ 1,000      $ 966.40      $ 0.67        N/A        N/A        N/A      $ 1,000      $ 1,002.60      $ 1.66      $ 1,000      $ 998.90      $ 0.63   

Hypothetical 5% return

    1,000        1,022.76     2.06        N/A        N/A        N/A        1,000        1,019.89     4.96        1,000        1,022.91        1.91   
Service                                                

Actual

  $ 1,000      $ 976.30      $ 3.28      $ 1,000      $ 1,135.70      $ 2.54      $ 1,000      $ 1,108.20      $ 6.01      $ 1,000      $ 999.20      $ 3.62   

Hypothetical 5% return

    1,000        1,021.47     3.36        1,000        1,022.41     2.41        1,000        1,019.09     5.76        1,000        1,021.17     3.66   

 

  (a)  Commenced operations on April 30, 2013  
   * Expenses are calculated using each Fund’s annualized net expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2013. 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    Institutional     Service  
Core Fixed Income      0.41     0.67
Equity Index      N/A        0.48   
Growth Opportunities      0.99        1.15   
High Quality Floating Rate      0.38        0.73   

 

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

 

 

 

70


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Statement Regarding Basis for Approval of Management Agreements (Unaudited)

 

Background

The Goldman Sachs Core Fixed Income, Goldman Sachs Equity Index, Goldman Sachs Growth Opportunities and Goldman Sachs High Quality Floating Rate (formerly, Goldman Sachs Government Income) Funds (the “Funds”) are investment portfolios of Goldman Sachs Variable Insurance Trust (the “Trust”). The Board of Trustees oversees the management of the Trust and reviews the investment performance and expenses of the Funds 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 agreements (the “Management Agreements”) with Goldman Sachs Asset Management, L.P. (the “Investment Adviser”) on behalf of the Funds and the sub-advisory agreement (the “Sub-Advisory Agreement,” and together with the Management Agreements, the “Agreements”) between the Investment Adviser and SSgA Funds Management, Inc. (the “Sub-Adviser”) on behalf of the Equity Index Fund.

The Agreements were most recently approved for continuation until June 30, 2014 by the Board of Trustees, including those Trustees who are not parties to the Agreements 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 12-13, 2013 (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 Agreements were 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 Agreements, including:

  (a)   the nature and quality of the advisory, administrative and other services provided to the Funds 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 Funds, including comparisons to the performance of a group 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 benchmark performance indices, and (for Core Fixed Income and Growth Opportunities Funds) comparable institutional composites managed by the Investment Adviser, and general investment outlooks in the markets in which the Funds invest;
  (c)   the terms of the Agreements and agreements with affiliated service providers entered into by the Trust on behalf of the Funds;
  (d)   expense information for the Funds, including:
  (i)   the relative management fee and expense levels of the Funds as compared to those of comparable funds managed by other advisers, as provided by the Outside Data Provider;
  (ii)   each Fund’s expense trends over time; and
  (iii)   to the extent the Investment Adviser manages institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Funds, comparative information on the advisory fees charged and services provided to those accounts by the Investment Adviser;
  (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 Funds;
  (f)   the undertakings of the Investment Adviser to waive certain fees (with respect to Equity Index Fund and Growth Opportunities Fund) and limit certain expenses of each of the Funds that exceed specified levels; the undertaking of Goldman, Sachs & Co. (“Goldman Sachs”), the Funds’ affiliated distributor, to waive a portion of the distribution and service fees payable by the Growth Opportunities Fund’s Service Shares; and a summary of contractual fee reductions made by the Investment Adviser and its affiliates over the past several years with respect to the Funds;

 

71


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

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

 

  (g)   information relating to the profitability of the Management Agreements and the transfer agency and distribution and service arrangements of each of the Funds and the Trust as a whole to the Investment Adviser and its affiliates;
  (h)   whether each 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 Funds, including the fees received by the Investment Adviser’s affiliates from the Funds for transfer agency, portfolio trading, distribution and other services;
  (j)   a summary of potential benefits derived by the Funds as a result of their relationship with the Investment Adviser;
  (k)   information regarding commissions paid by the Growth Opportunities and Equity Index Funds (the “Equity Funds”) and broker oversight, an update on the Investment Adviser’s soft dollars practices (with respect to the Growth Opportunities Fund), and other information regarding portfolio trading and how the Investment Adviser carries out its duty to seek best execution;
  (l)   the manner in which portfolio manager compensation is determined, and the number and types of accounts managed by the portfolio managers;
  (m)   the nature and quality of the services provided to the Funds by their unaffiliated service providers (including the Equity Index Fund’s Sub-Adviser), 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 Agreements; 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 Funds’ compliance program; and periodic compliance reports.

The Trustees also received an overview of the Funds’ distribution arrangements. They received information regarding the Funds’ assets, share purchase and redemption activity and the payment of Rule 12b-1 distribution and service fees by the Funds’ Service Shares. 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 Funds and other mutual fund portfolios for which the Board of Trustees has responsibility. In evaluating the Management Agreements 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 Funds. 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 Agreements

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 (including, with respect to the Equity Index Fund, the Investment Adviser’s oversight of the Sub-Adviser) that are provided to the Funds 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. The Trustees concluded that the Investment Adviser continued to commit substantial financial and operational resources to the Funds 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 Funds and the Investment Adviser.

Investment Performance

The Trustees also considered the investment performance of the Funds. In this regard, they compared the investment performance of each Fund to its peers using rankings and ratings compiled by the Outside Data Provider as of December 31, 2012, and updated performance information prepared by the Investment Adviser using the peer groups identified by the Outside Data

 

72


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

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

 

Provider as of March 31, 2013. The information on each Fund’s investment performance was provided for the one-, three- and five-year periods ending on the applicable dates. The Trustees also reviewed each Fund’s investment performance over time (including on a year-by-year basis) relative to its performance benchmark. In addition, they considered the investment performance trends of the Funds over time, and reviewed the investment performance of each Fund in light of its investment objective and policies and market conditions. The Trustees also received information comparing the Core Fixed Income and Growth Opportunities Funds’ performance to that of comparable institutional composites managed by the Investment Adviser.

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 Funds’ risk profiles, and how the Investment Adviser’s approach to risk monitoring and management influences portfolio management.

The Trustees observed that the Core Fixed Income Fund’s Service Shares had placed in the top half of the Fund’s peer group for the one- and three-year periods and in the third quartile for the five-year period, and had outperformed the Fund’s benchmark index for the one-, three-, and five-year periods ended March 31, 2013. They noted that the High Quality Floating Rate Fund’s Service Shares had placed in the top half of the Fund’s peer group for the five-year period and in the third quartile for the one- and three-year periods, and had outperformed the Fund’s benchmark index for the one-, three-, and five-year periods ended March 31, 2013. The Trustees also noted the addition of certain key hires to the portfolio management team of the Core Fixed Income and High Quality Floating Rate Funds (the “Fixed Income Funds”) in 2012.

The Trustees observed that the Equity Index Fund’s Service Shares had placed in the top half of the Fund’s peer group and underperformed the Fund’s benchmark index for the one-, three-, and five-year periods ended March 31, 2013. The Trustees noted that the Growth Opportunities Fund’s Service Shares had placed in the top half of the Fund’s peer group for the one-, three-, and five-year periods, and had outperformed the Fund’s benchmark index for the five-year period and underperformed for the one- and three-year periods ended March 31, 2013. The Trustees noted that the Growth Opportunities Fund experienced improved performance for the one-year period ended March 31, 2013. They considered the effects of certain personnel and process enhancements made at the end of 2011, as well as the addition of certain key hires to the portfolio management team, but noted the departure of several senior portfolio management personnel in April 2013.

Costs of Services Provided and Competitive Information

The Trustees considered the contractual terms of the Agreements and the fee rates payable by each Fund under its respective Management Agreement and payable by the Investment Adviser under the Sub-Advisory Agreement. In this regard, the Trustees considered information on the services rendered by the Investment Adviser to the Funds which included both advisory and administrative services that were directed to the needs and operations of the Funds as registered mutual funds.

In particular, the Trustees reviewed analyses prepared by the Outside Data Provider regarding the expense rankings of the Funds. The analyses provided a comparison of the Funds’ management fees and breakpoints (as applicable) to those of relevant peer groups and category universes; an expense analysis which compared each Fund’s overall net and gross expenses to a peer group and a category universe; and a five-year history comparing each Fund’s net expenses to the peer and category medians. The analyses also compared each Fund’s transfer agency, custody, and distribution fees, other expenses and fee waivers/reimbursements to those of the peer group and category medians. 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 Funds.

In addition, the Trustees considered the Investment Adviser’s undertakings to waive a portion of the contractual management fees paid by the Equity Index Fund and Growth Opportunities Fund and to limit certain expenses of each of the Funds that exceed specified levels, as well as Goldman Sachs’ undertaking to waive a portion of the distribution and service fees paid by the Growth Opportunities Fund’s Service Shares. They also considered, to the extent that the Investment Adviser manages institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Funds, comparative fee information for services provided by the Investment Adviser to those accounts, and information that indicated that services provided to the Funds differed in various significant respects from the services provided to institutional accounts, which generally operated under less stringent legal and regulatory structures, required fewer services from the Investment Adviser to a smaller number of client contact points, were less time-intensive and paid lower fees.

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

 

73


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

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

 

Profitability

The Trustees reviewed the Investment Adviser’s revenues and pre-tax profit margins with respect to the Trust and each of the Funds. 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 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 reviewed the report of the internal audit group within the Goldman Sachs organization, which included an assessment of the reasonableness and consistency of the Investment Adviser’s expense allocation methodology and an evaluation of the accuracy of the Investment Adviser’s profitability analysis calculations. Profitability data for the Trust and each Fund were provided for 2012 and 2011, 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 each of the Core Fixed Income, Growth Opportunities and High Quality Floating Rate Funds at the following annual percentage rates of the average daily net assets of the Funds:

 

    

Core Fixed

Income

Fund

    Growth
Opportunities
Fund
    High Quality
Floating Rate
Fund
 
First $1 billion     0.40     1.00     0.40
Next $1 billion     0.36        1.00        0.36   
Next $3 billion     0.34        0.90        0.34   
Next $3 billion     0.33        0.86        0.33   
Over $8 billion     0.32        0.84        0.32   

The Trustees noted that the breakpoints were meant to share potential economies of scale, if any, with the Funds and their shareholders as assets under management reach those asset levels. The Trustees considered the amounts of assets in the Funds; the Funds’ 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 groups; and the Investment Adviser’s undertakings to waive certain fees (with respect to the Equity Index Fund and Growth Opportunities Fund) and limit certain expenses of each of the Funds that exceed specified levels. Upon reviewing these matters at the Annual Meeting, the Trustees concluded that the fee breakpoints represented a means of assuring that benefits of scalability, if any, would be passed along to shareholders at the specified asset levels.

With respect to the Equity Index Fund, the Trustees noted that, while its Management Agreement did not have breakpoints, the Investment Adviser had agreed to waive fees in order to achieve the following effective annual rates: 0.21% on the first $400 million of average daily net assets and 0.20% of average daily net assets in excess of $400 million. 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; and information comparing the contractual fee rate charged by the Investment Adviser with fee rates charged by other, unaffiliated investment managers to other funds in the peer group. The Trustees noted that, in addition to the Investment Adviser’s management fee waiver mentioned above, the Fund’s total expenses were further reduced by the Investment Adviser’s undertaking to limit certain expenses of the Fund that exceed a specified level.

 

74


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

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

 

The Trustees also considered and approved the following breakpoints in the contractual fee rate (paid by the Investment Adviser) in the Sub-Advisory Agreement:

 

    

Equity Index Fund

(Sub-Advisory Fee)

 
First $50 million     0.03
Next $200 million     0.02   
Next $750 million     0.01   
Over $1 billion     0.008   

With respect to the Equity Index Fund, the Independent Trustees also considered the relationship between the advisory and sub-advisory fee rate schedules and an explanation of asymmetrical waivers and breakpoints that had been provided by the Investment Adviser.

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 relationship with the Funds as stated above, including: (a) transfer agency fees received by Goldman Sachs; (b) brokerage and futures commissions earned by Goldman Sachs for executing securities transactions on behalf of the Equity Funds and futures transactions on behalf of each of the Funds; (c) research received by the Investment Adviser from broker-dealers in exchange for executing certain transactions on behalf of the Growth Opportunities Fund; (d) trading efficiencies resulting from aggregation of orders of the Funds 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 Funds 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 Funds; and (i) the possibility that the working relationship between the Investment Adviser and the Funds’ third party service providers may cause those service providers to be open to doing 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 Funds and Their Shareholders

The Trustees also noted that the Funds receive certain potential benefits as a result of their relationship with the Investment Adviser, including: (a) trading efficiencies resulting from aggregation of orders of the Funds with those of other funds or accounts managed by the Investment Adviser; (b) improved servicing from vendors because of the volume of business generated by the Investment Adviser and its affiliates; (c) improved 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 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 Funds because of the reputation of the Goldman Sachs organization; (g) the Funds’ access, through the Investment Adviser, to certain firmwide resources (e.g., proprietary risk management systems and databases), subject to certain restrictions; and (h) the Funds’ access to certain affiliated distribution channels. The Trustees noted the competitive nature of the mutual fund marketplace, and noted further that many of the Funds’ shareholders invested in the Funds in part because of the Funds’ relationship with the Investment Adviser and that those shareholders have a general expectation that the relationship will continue.

Approval of the Sub-Advisory Agreement

The Independent Trustees concluded that the Sub-Advisory Agreement on behalf of the Equity Index Fund should be continued and approved. In reaching this determination, they relied on the information provided by the Investment Adviser and the Sub-Adviser. The Trustees reviewed the respective services provided for the Equity Index Fund by the Investment Adviser under its Management Agreement and by the Sub-Adviser under its Sub-Advisory Agreement. They considered the Sub-Adviser’s solid record in tracking the performance of the Fund’s benchmark in line with the investment objective of the Fund and noted that, gross of fees and expenses, the Fund slightly outperformed its benchmark (before expenses) in 2012 and for the one-year period ended March 31, 2013, due in large part to the receipt of class action settlement proceeds. They noted that the compensation paid to the Sub-Adviser was paid by the Investment Adviser, not by the Fund, and that the retention of the Sub-Adviser does not increase the

 

75


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

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

 

fees incurred by the Fund for advisory services. They also considered the Sub-Adviser’s experience in index investing and its compliance policies and procedures and code of ethics. After deliberation and consideration of the information provided, the Trustees unanimously concluded that the sub-advisory fee to be paid by the Investment Adviser to the Sub-Adviser with respect to the Equity Index Fund was reasonable in light of the services provided by the Sub-Adviser and the Fund’s reasonably foreseeable asset levels, and that the Sub-Advisory Agreement should be approved and continued until June 30, 2014.

Conclusion

In connection with their consideration of the Agreements, 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 fees paid by each of the Funds were reasonable in light of the services provided to it by the Investment Adviser, the Investment Adviser’s costs and each Fund’s current and reasonably foreseeable asset levels. The Trustees unanimously concluded that the Investment Adviser’s continued management likely would benefit each Fund and its shareholders and that the Management Agreements should be approved and continued with respect to each Fund until June 30, 2014.

 

76


TRUSTEES   OFFICERS
Ashok N. Bakhru, Chairman   James A. McNamara, President
Donald C. Burke   George F. Travers, Principal Financial Officer
John P. Coblentz, Jr.   Caroline L. Kraus, Secretary
Diana M. Daniels   Scott M. McHugh, Treasurer
Joseph P. LoRusso  
James A. McNamara  
Jessica Palmer  
Alan A. Shuch  
Richard P. Strubel  

GOLDMAN, SACHS & CO.

Distributor and Transfer Agent

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Investment Adviser

200 West Street, New York, New York 10282

Visit our web site at www.goldmansachsfunds.com/vit to obtain the most recent month-end returns.

The reports concerning the Funds included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Funds in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Funds, 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 Funds. 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 Funds use to determine how to vote proxies relating to portfolio securities and information regarding how the Funds voted proxies relating to portfolio securities for the 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-621-2550; and (ii) on the Securities and Exchange Commission (“SEC”) web site at http://www.sec.gov.

The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s web site at http://www.sec.gov within 60 days after the Funds’ first and third fiscal quarters. The Funds’ 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. Forms N-Q may be obtained upon request and without charge by calling 1-800-621-2550.

Holdings and allocations shown are as of June 30, 2013 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.

The Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of Morgan Stanley Capital International Inc. (“MSCI”) and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”) and is licensed for use by Goldman Sachs. Neither MSCI, S&P nor any other party involved in making or compiling the GICS or any GICS classifications makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any of such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of their affiliates or any third party involved in making or compiling the GICS or any GICS classifications have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

The portfolio risk management process includes an effort to monitor and manage risk, but does not imply low risk.

Shares of the Goldman Sachs VIT Funds are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you may realize with respect to your investments. Ask your representative for more complete information. Please consider a fund’s objectives, risks and charges and expenses, and read the prospectus carefully before investing. The prospectus contains this and other information about the Fund.

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 Institution or from Goldman, Sachs & Co. by calling 1-800-621-2550.

This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman Sachs Variable Insurance Trust Funds.

© 2013 Goldman Sachs. All rights reserved.

VITMLTISAR13/106810.MF.MED.TMPL/8/2013


Goldman

Sachs Variable Insurance Trust

Goldman Sachs

Strategic Growth Fund

Semi-Annual Report

June 30, 2013

 

LOGO


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH 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.

Shares of the Goldman Sachs Variable Insurance Trust — Goldman Sachs Strategic Growth Fund are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you realize with respect to your investments. Ask your representative for more complete information. Please consider the Fund’s objective, risks and charges and expenses, and read the Prospectus carefully before investing. The Prospectus contains this and other information about the Fund.

The Goldman Sachs Strategic Growth Fund invests primarily in U.S. equity investments. 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. Different investment styles (e.g., “growth”) tend to shift in and out of favor, and at times the Fund may underperform other funds that invest in similar asset classes.

 

1


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

INVESTMENT OBJECTIVE

The Fund seeks long-term growth of capital.

 

 

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Growth Portfolio Management Team discusses the Goldman Sachs Variable Insurance Trust — Goldman Sachs Strategic Growth Fund’s (the “Fund”) performance and positioning for the six-month period ended June 30, 2013 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Institutional and Service Shares generated cumulative total returns of 8.73% and 8.52%, respectively. These returns compare to the 11.80% cumulative total return of the Fund’s benchmark, the Russell 1000® Growth Index (with dividends reinvested) (the “Russell Index”), during the same time period.

What economic and market factors most influenced the equity markets as a whole during the Reporting Period?

Representing the U.S. equity market, the S&P® 500 Index gained 13.82% during the Reporting Period, making it the strongest first half since 1998.

U.S. equities, as represented by the S&P® 500 Index, extended their rally from 2012 with a strong first quarter in 2013. Indeed, the S&P® 500 Index finished the first quarter of 2013 with significant gains, making a five-year high during these months. The Dow Jones Industrial Average also hit a new record high during the first calendar quarter.

Despite the overhang of automatic spending cuts, or sequestration, that went into effect in March 2013, U.S. equity markets reflected a variety of improving economic indicators. Strong momentum in the housing market continued, as the Case-Shiller Index of house prices rose 8.1% in January 2013, year-over-year the fastest pace since mid-2006. The employment picture also improved, with the unemployment rate dropping to 7.7%. Strong retail sales suggested consumers may have been feeling the effects of better housing and labor market conditions.

After a strong start to the second quarter of 2013, bullish sentiment began to fade, and the U.S. equity rally halted in mid-May 2013 when Federal Reserve (“Fed”) Chair Bernanke announced the potential “tapering” of the pace of quantitative easing asset purchases. U.S. equity markets reacted negatively again in June to news the slowing of the asset purchase program could begin later this year, with the program ending by the middle of 2014 if the economy grows as expected. U.S. equity markets calmed toward the end of the month as a downward revision of first quarter Gross Domestic Product (“GDP”) from 2.4% to 1.8% supported reassurance from the Fed that it would only begin reducing asset purchases if the economy was clearly on track. Still, the S&P® 500 Index declined modestly in June 2013, ending seven consecutive months of gains and muting returns for the quarter as a whole. Even with that, both the S&P® 500 Index and the Dow Jones Industrial Average made fresh record highs fueled by the continued strong rebound in house prices during the second calendar quarter and returns for the Reporting Period overall were still significantly up.

For the Reporting Period as a whole, all ten sectors within the S&P® 500 Index posted gains. Health care did best, followed closely by consumer discretionary and financials. Conversely, materials performed worst, as commodity prices were volatile in part due to a slowing Chinese economy. Information technology, utilities, telecommunication services and energy were also comparatively weak, though still producing positive returns.

All segments of the U.S. equity market advanced during the Reporting Period, with small-cap stocks, as measured by the Russell 2000® Index gaining most, followed by mid-cap stocks and then large-cap stocks, as measured by the Russell Midcap® Index and the Russell 1000® Index, respectively. From a style perspective, value-oriented stocks solidly outpaced growth-oriented stocks in the large-cap and mid-cap segments of the U.S. equity market; however, growth stocks substantially outperformed value stocks in the small-cap segment of the U.S. equity market. (All as measured by the Russell Investments indices.)

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

The Fund’s performance relative to the Russell Index during the Reporting Period can be attributed primarily to stock selection overall.

 

 

2


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Which equity market sectors most significantly affected Fund performance?

Detracting most from the Fund’s relative results during the Reporting Period was stock selection in the information technology, telecommunication services and consumer discretionary sectors. Partially offsetting such detractors was effective stock selection in the financials and industrials sectors, which contributed positively to the Fund’s performance relative to the Russell Index during the Reporting Period.

Which stocks detracted significantly from the Fund’s performance during the Reporting Period?

Detracting most from the Fund’s results relative to its benchmark index were positions in web-based information technology systems company Rackspace Hosting, personal computer and mobile device giant Apple and wireless tower company American Tower.

Rackspace Hosting, a leading provider of managed hosting and cloud computing services and a new purchase for the Fund during the Reporting Period, detracted from the Fund’s relative performance, as it reported disappointing fiscal first quarter results. The slowdown in its sales growth highlights the challenges the company is experiencing gaining traction with its new cloud offering, and more specifically, transitioning large enterprise customers to the new offering. The company also indicated it would have to spend more to acquire new customers. While the secular growth trends driving Rackspace Hosting remain intact as the architecture of computing and enterprise information technology spending continue to shift toward the cloud, we opted to eliminate the Fund’s position in the company by the end of the Reporting Period.

 

Apple’s stock was pressured during the Reporting Period due to concerns about slower iPhone revenue growth and increasing competition. We believe Apple actually reported a solid set of results for its fiscal second quarter, and the company alluded to a new product category coming in the fall, which could help to potentially restart the company’s growth. Thus, at the end of the Reporting Period, we maintained a positive outlook on Apple and believed there were a number of potential catalysts for additional growth on the horizon. In our view, an iPhone that targets the emerging market consumer could reaccelerate growth and help expand the overall market for Apple products. We also believe the market had been discounting the optionality in Apple’s stock from new product introductions. (Optionality is the condition of having choices or a condition wherein a stock can deliver outsized results when certain seemingly unlikely things occur.). Overall, we remained positive on Apple at the end of the Reporting Period and believed the stock was trading at a reasonable valuation for a high quality franchise with solid growth potential.

American Tower reported a strong fourth quarter of 2012 during the first quarter of 2013, with revenue beating expectations, and management indicated new business bookings were at record levels. However, tower companies underperformed the equity market broadly in the first quarter of 2013 due in part to concerns that growth in U.S. tower businesses may slow in 2014 following what analysts predict will be a strong 2013. At the end of the Reporting Period, we believed American Tower should continue to see many years of strong growth both domestically and internationally. In our view, the rollout of high speed LTE (long-term evolution) wireless services, which is currently driving the U.S. leasing business, should be followed by several years of growth from investment in adding capacity to these initial networks. We continued to have conviction in the tower companies over the long term, as demand for mobile content shows no sign of slowing, and wireless carriers are increasingly adding capacity to support higher usage, network upgrades and improved coverage.

What were some of the Fund’s best-performing individual stocks?

The Fund benefited relative to the Russell Index from positions in pharmaceuticals company Vertex Pharmaceuticals, gaming software and content publisher Activision Blizzard and leading global payments and business services company American Express.

Vertex Pharmaceuticals was the top contributor to the Fund’s performance during the Reporting Period. Supportive trial data was released on one of its cystic fibrosis drugs in development, causing the company’s shares to spike with the now more likely regulatory approval of the treatment. At the end of the Reporting Period, we believed Vertex Pharmaceuticals had an attractive risk/reward profile and was well positioned to grow its addressable market through its cystic fibrosis franchise. In addition, we believe the value of the company’s hepatitis-C franchise has been underestimated by the market, which could lead to significant upside in its stock. In our view, Vertex Pharmaceuticals has a robust pipeline of new treatments and maintains a healthy balance sheet that could help fund research on additional therapies.

Activision Blizzard performed well, as the company reported solid fourth quarter 2012 results during the Reporting Period, driven by strong performance in its key franchises. The video game Skylanders, which was launched in 2011, already crossed the $1 billion revenue threshold. Activision’s Call of Duty video game franchise posted solid growth and saw an increase in online engagement for Black Ops 2, particularly in December 2012. In our view, Activision Blizzard’s industry-leading franchises have

 

3


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

solid growth potential. In addition, its newer properties and upcoming releases should lead, we believe, to overall corporate margin expansion. Because the company had performed well, driven by a combination of expected share buybacks and optimism around increased demand for video games following the release of new consoles from Sony and Microsoft later in 2013, we sold out of the Fund’s position in Activision Blizzard by the end of the Reporting Period. In our view, its shares had become fairly valued, and thus we decided to exit the position in favor of what we considered to be more attractive opportunities.

A position in American Express also contributed to the Fund’s relative performance. Its shares increased during the second quarter of 2013 under the sentiment that spending volumes should remain healthy for the near future. In addition, its management further committed to cost containment by reiterating its focus on controlling expenses. In our view, American Express has a strong franchise and business model with recurring transaction-based revenue and an attractive growth profile, which should help expand margins and drive operating leverage. The company has, to date, maintained a healthy balance sheet, allowing it to continue to return capital to shareholders through dividend payments and share repurchases. At the end of the Reporting Period, we remained positive on American Express’ long-term growth opportunity in mobile payments and its closed-loop payments network.

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

During the Reporting Period, we did not use derivatives as part of an active management strategy.

Did the Fund make any significant purchases or sales during the Reporting Period?

Among the purchases initiated during the Reporting Period, we established a Fund position in metal component manufacturer Precision Castparts. The company has leading global positions in aerospace forgings, castings and aero structures as well as strong and growing businesses serving gas power generation and the oil industry. We believe these end markets provide attractive cyclical and secular growth trajectories, and that Precision Castparts’ differentiation from competitors attractively positions it to potentially benefit from these growth opportunities. Its shares had lagged the broader equity market just prior to our purchase date due to fears regarding potential production disruptions to Boeing’s 787. However, we believe those fears were overblown and took the opportunity to initiate a position in what we believe to be a high quality company with strong long-term growth potential.

We initiated a Fund position in biotechnology company Regeneron Pharmaceuticals. The company’s key approved drug is Eylea, which is used for the treatment of a common cause of blindness in the elderly. We believe this drug is best-in-class, and there is the potential for some positive data that could help to rapidly grow the company. Regeneron Pharmaceuticals also has an attractive product pipeline, in our view, for the treatment of asthma and high cholesterol. At the end of the Reporting Period, we believed its valuation presented a compelling risk-reward opportunity for owning the stock.

In addition to those sales already mentioned, we exited the Fund’s position in NetApp, a company that develops data storage hardware and software for enterprise clients. Its stock performed well after the company reported a solid set of earnings and announced it was doubling its existing share buyback to approximately $3 billion. We sold the Fund’s position in NetApp because we believed there were a number of names in this industry trading at similar valuation but with more compelling growth prospects.

We eliminated the Fund’s position in futures and options exchange CME Group during the Reporting Period. While we believe CME Group could benefit from regulatory changes that require over-the-counter derivatives transactions to be centrally cleared, we sold in favor of a higher conviction exchange opportunity.

Were there any notable changes in the Fund’s weightings during the Reporting Period?

In constructing the Fund’s portfolio, we focus on picking stocks rather than on making industry or sector bets. We seek to outpace the benchmark index by overweighting stocks that we expect to outperform and underweighting those that we think may lag. Consequently, changes in its sector weights are generally the direct result of individual stock selection or of stock appreciation or depreciation. That said, during the Reporting Period, the Fund’s exposure to energy and industrials increased compared to the Russell Index. The Fund’s allocations compared to the benchmark index in consumer discretionary, consumer staples, financials, information technology, materials and telecommunication services decreased.

How was the Fund positioned relative to its benchmark index at the end of the Reporting Period?

At the end of June 2013, the Fund had overweighted positions relative to the Russell Index in the financials and energy sectors. On the same date, the Fund had underweighted positions compared to the Russell Index in industrials, materials, consumer staples, telecommunication services and information technology and was rather neutrally weighted to the Russell Index in consumer discretionary and health care. The Fund had no exposure to the utilities sector at the end of the Reporting Period.

 

 

4


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Were there any changes to the Fund’s portfolio management team during the Reporting Period?

The Growth Equity investment team is lead by Steve Barry, Chief Investment Officer and partner. Mr. Barry has 28 years of investment experience and has been with the team since 1999. The Growth Equity team consists of 10 investment professionals and three risk professionals, with the senior leaders having been with the team for more than 10 years. By design, all investment decisions in the Growth Equity team were performed in a co-lead portfolio manager and team structure, with multiple subject matter experts. This strategic decision has been the cornerstone of our approach and ensures continuity in our shareholders’ portfolios. Effective April 17, 2013, alongside Steve Barry, the co-lead portfolio managers for our Growth Equity strategies are Tim Leahy and Steve Becker for Large Cap and Jeff Rabinowitz for Non Large Cap. Joe Hudepohl, Scott Kolar, Warren Fisher and Greg Frasca, formerly of the Growth Equity team have left the firm.

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

As we enter the second half of 2013, we continue to be constructive on the U.S. equity market. Despite a strong first half of 2013, we believe the case for investing in U.S. equities remains compelling. In our view, at the end of the Reporting Period, valuations were reasonable, as the S&P 500 Index was trading below its historical average price-to-earnings (P/E) multiple and offered a dividend yield of approximately 2%. We believe the strength of corporate balance sheets provides companies with a number of options to enhance shareholder value going forward. Signs of improving U.S. economic growth remained intact at the end of June 2013, supported by a continued recovery in the U.S. housing market and in consumer confidence. However, some headwinds also remained, given market concerns about the Fed tapering asset purchases, rising interest rates, fiscal policy’s drag on economic growth and global economic weakness. We believe it is important to recognize that rising interest rates and advancing equity markets are not necessarily mutually exclusive. We feel equities have the potential to continue to rise in an increasing rate environment driven by improving U.S. economic growth and given that the absolute level of rates still remains low by historical standards. Additional catalysts could be improved sentiment and increased flows into equities.

Our fundamental, bottom-up research process continues to drive our stock selection, while short-term “noise” in the market — headlines or sentiment — enables us to manage position sizes opportunistically. We have high conviction in the companies the Fund owns and believe they have the potential to outperform relative to the broader U.S. equity market regardless of economic growth conditions. As we look ahead to the second half of 2013, we maintain our discipline in seeking to identify companies with strong or improving balance sheets, defensible franchises, high barriers to entry and strong growth prospects, led by quality management teams and trading at discounted valuations. As always, deep research resources, a forward-looking investment process and truly actively managed portfolios are keys, in our view, to both preserving capital and outperforming the market over the long term.

 

5


FUND BASICS

 

Strategic Growth Fund

as of June 30, 2013

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/13    One Year      Five Years      Ten Years      Since Inception      Inception Date
Institutional      16.99      5.32      6.23      3.66    4/30/98
Service      16.68         5.07         N/A         4.38       1/09/06

 

1  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 (“NAV”). Because Institutional Shares and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, 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 total return figures in the above chart. Please visit www.goldmansachsfunds.com/vit to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Institutional        0.80      0.84
Service        1.05         1.09   

 

2  The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectus for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2014, 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 6/30/133

 

Holding      % of Net Assets      Line of Business
Apple, Inc.        4.6%       Technology Hardware & Equipment
Google, Inc. Class A        4.5       Software & Services
QUALCOMM, Inc.        4.0       Technology Hardware & Equipment
American Tower Corp. (REIT)        3.3       Real Estate
Schlumberger Ltd.        2.9       Energy
Costco Wholesale Corp.        2.9       Food & Staples Retailing
NIKE, Inc. Class B        2.8       Consumer Durables & Apparel
Equinix, Inc.        2.7       Software & Services
Amazon.com, Inc.        2.6       Retailing
Xilinx, Inc.        2.3       Semiconductors & Semiconductor Equipment

 

3  The top ten holdings may not be representative of the Fund’s future investments.

 

6


FUND BASICS

 

FUND vs. BENCHMARK SECTOR ALLOCATIONS4

As of June 30, 2013

 

 

 

LOGO

 

 

4  The Fund is actively managed and, as such, its composition may differ over time. Consequently, the Fund’s overall sector allocations may differ from percentages contained in the graph above. The graph categorizes investments using Global Industry Classification Standard (“GICS”), however, the sector classifications used by the portfolio management team may differ from GICS. 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.

 

7


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Schedule of Investments

June 30, 2013 (Unaudited)

 

Shares      Description    Value  
  Common Stocks – 98.0%   

 

Capital Goods – 10.2%

  

  39,657       Cummins, Inc.    $ 4,301,198   
  127,551       Danaher Corp.      8,073,978   
  124,338       Honeywell International, Inc.      9,864,977   
  38,330       Precision Castparts Corp.      8,662,963   
  35,185       Rockwell Automation, Inc.      2,925,281   
  68,404       The Boeing Co.      7,007,306   
  48,055       United Technologies Corp.      4,466,232   
     

 

 

 
        45,301,935   

 

 

 

 

Consumer Durables & Apparel – 5.0%

  

  33,949       Lululemon Athletica, Inc.*      2,224,338   
  193,378       NIKE, Inc. Class B      12,314,311   
  61,875       PVH Corp.      7,737,469   
     

 

 

 
        22,276,118   

 

 

 

 

Consumer Services – 3.2%

  

  11,230       Chipotle Mexican Grill, Inc.*      4,091,651   
  101,231       Marriott International, Inc. Class A      4,086,695   
  25,238       McDonald’s Corp.      2,498,562   
  48,623       Yum! Brands, Inc.      3,371,519   
     

 

 

 
        14,048,427   

 

 

 

 

Diversified Financials – 4.3%

  

  89,668       American Express Co.      6,703,580   
  53,125       IntercontinentalExchange, Inc.*      9,443,500   
  43,454       T. Rowe Price Group, Inc.      3,178,660   
     

 

 

 
        19,325,740   

 

 

 

 

Energy – 5.9%

  

  67,889       Anadarko Petroleum Corp.      5,833,702   
  95,063       Halliburton Co.      3,966,028   
  25,228       Pioneer Natural Resources Co.      3,651,753   
  180,829       Schlumberger Ltd.      12,958,206   
     

 

 

 
        26,409,689   

 

 

 

 

Food & Staples Retailing – 2.9%

  

  115,246       Costco Wholesale Corp.      12,742,750   

 

 

 

 

Food, Beverage & Tobacco – 5.6%

  

  50,229       Diageo PLC ADR      5,773,823   
  94,587       PepsiCo, Inc.      7,736,271   
  55,501       Philip Morris International, Inc.      4,807,497   
  161,846       The Coca-Cola Co.      6,491,643   
     

 

 

 
        24,809,234   

 

 

 

 

Health Care Equipment & Services – 3.5%

  

  150,225       Abbott Laboratories      5,239,848   
  47,366       Becton, Dickinson and Co.      4,681,182   
  31,509       C. R. Bard, Inc.      3,424,398   
  36,041       Covidien PLC      2,264,816   
     

 

 

 
        15,610,244   

 

 

 

 

Household & Personal Products – 1.9%

  

  61,855       The Estee Lauder Companies, Inc. Class A      4,068,203   

 

 

 
  Common Stocks – (continued)   

 

Household & Personal Products – (continued)

  

  59,038       The Procter & Gamble Co.    $ 4,545,336   
     

 

 

 
        8,613,539   

 

 

 

 

Materials – 2.4%

  

  40,725       Ecolab, Inc.      3,469,363   
  63,510       Praxair, Inc.      7,313,811   
     

 

 

 
        10,783,174   

 

 

 

 

Media – 2.5%

  

  42,630       Discovery Communications, Inc. Class A*      3,291,462   
  116,142       Viacom, Inc. Class B      7,903,463   
     

 

 

 
        11,194,925   

 

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences – 9.8%

  

  163,282       Agilent Technologies, Inc.      6,981,938   
  52,654       Amgen, Inc.      5,194,844   
  30,394       Celgene Corp.*      3,553,362   
  122,392       Gilead Sciences, Inc.*      6,267,694   
  29,418       Regeneron Pharmaceuticals, Inc.*      6,615,520   
  50,470       Roche Holding AG ADR      3,122,327   
  157,217       Sanofi ADR      8,098,248   
  45,915       Vertex Pharmaceuticals, Inc.*      3,667,231   
     

 

 

 
        43,501,164   

 

 

 

 

Real Estate – 5.6%

  

  203,420       American Tower Corp. (REIT)      14,884,242   
  429,534       CBRE Group, Inc. Class A*      10,033,914   
     

 

 

 
        24,918,156   

 

 

 

 

Retailing – 7.5%

  

  40,982       Amazon.com, Inc.*      11,380,292   
  184,128       Dollar General Corp.*      9,285,575   
  146,544       L Brands, Inc.      7,217,292   
  6,868       Priceline.com, Inc.*      5,680,729   
     

 

 

 
        33,563,888   

 

 

 

 

Semiconductors & Semiconductor Equipment – 2.3%

  

  253,947       Xilinx, Inc.      10,058,841   

 

 

 

 

Software & Services – 13.1%

  

  81,018       eBay, Inc.*      4,190,251   
  65,805       Equinix, Inc.*      12,155,500   
  78,464       Facebook, Inc. Class A*      1,950,615   
  22,983       Google, Inc. Class A*      20,233,544   
  14,241       Mastercard, Inc. Class A      8,181,454   
  143,268       Oracle Corp.      4,401,193   
  192,080       Salesforce.com, Inc.*      7,333,614   
     

 

 

 
        58,446,171   

 

 

 

 

Technology Hardware & Equipment – 10.0%

  

  76,580       Amphenol Corp. Class A      5,968,645   
  51,141       Apple, Inc.      20,255,927   
  295,035       QUALCOMM, Inc.      18,020,738   
     

 

 

 
        44,245,310   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

 

 

Shares      Description    Value  
  Common Stocks – (continued)   

 

Telecommunication Services – 0.5%

  

  32,738       Crown Castle International Corp.*    $ 2,369,904   

 

 

 

 

Transportation – 1.8%

  

  78,700       FedEx Corp.      7,758,246   

 

 

 
  TOTAL INVESTMENTS – 98.0%   
  (Cost $338,269,731)    $ 435,977,455   

 

 

 

 
 

OTHER ASSETS IN EXCESS OF
LIABILITIES – 2.0%

     9,002,088   

 

 

 
  NET ASSETS – 100.0%    $ 444,979,543   

 

 

 

 

The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
*   Non-income producing security.

 

Investment Abbreviations:
ADR   —American Depositary Receipt
REIT   —Real Estate Investment Trust

 

The accompanying notes are an integral part of these financial statements.   9


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Statement of Assets and Liabilities

June 30, 2013 (Unaudited)

 

  
Assets:       

Investments, at value (cost $338,269,731)

   $ 435,977,455   

Cash

     4,028,657   

Receivables:

  

Investments sold

     7,808,441   

Dividends

     366,337   

Fund shares sold

     94,466   

Other assets

     2,507   
Total assets      448,277,863   
  
  
Liabilities:       

Payables:

  

Investments purchased

     2,602,580   

Amounts owed to affiliates

     340,124   

Fund shares redeemed

     226,071   

Accrued expenses

     129,545   
Total liabilities      3,298,320   
  
  
Net Assets:       

Paid-in capital

     372,078,503   

Undistributed net investment income

     1,182,244   

Accumulated net realized loss

     (25,988,928

Net unrealized gain

     97,707,724   
NET ASSETS    $ 444,979,543   

Net Assets:

  

Institutional

   $ 107,354,277   

Service

     337,625,266   

Total Net Assets

   $ 444,979,543   

Shares of beneficial interest outstanding $0.001 par value (unlimited shares authorized):

  

Institutional

     7,124,069   

Service

     22,463,466   

Net asset value, offering and redemption price per share:

  

Institutional

     $15.07   

Service

     15.03   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Statement of Operations

For the Six Months Ended June 30, 2013 (Unaudited)

 

  
Investment income:       

Dividends (net of foreign taxes withheld of $84,803)

   $ 2,812,518   
  
  
Expenses:       

Management fees

     1,648,366   

Distribution and Service fees — Service Class

     412,129   

Printing and mailing costs

     86,813   

Transfer Agent fees(a)

     43,953   

Professional fees

     36,758   

Custody, accounting and administrative services

     29,071   

Trustee fees

     8,164   

Other

     8,947   
Total expenses      2,274,201   

Less — expense reductions

     (90,374
Net expenses      2,183,827   
NET INVESTMENT INCOME      628,691   
  
  
Realized and unrealized gain:       

Net realized gain from investments (including commissions recaptured of $17,165)

     30,130,039   

Net change in unrealized gain on investments

     4,579,046   
Net realized and unrealized gain      34,709,085   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $ 35,337,776   

(a) Institutional and Service Shares had Transfer Agent fees of $10,985 and $32,968, respectively.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Statements of Changes in Net Assets

 

    

For the

Six Months Ended

June 30, 2013

(Unaudited)

    

For the

Fiscal Year Ended

December 31, 2012

 
     
From operations:              

Net investment income

   $ 628,691       $ 2,435,203   

Net realized gain

     30,130,039         14,203,671   

Net change in unrealized gain

     4,579,046         51,657,365   
Net increase in net assets resulting from operations      35,337,776         68,296,239   
     
     
Distributions to shareholders:              

From net investment income

     

Institutional Shares

             (723,126

Service Shares

             (1,362,167
Total distributions to shareholders              (2,085,293
     
     
From share transactions:              

Proceeds from sales of shares

     24,704,928         45,783,221   

Reinvestment of distributions

             2,085,293   

Cost of shares redeemed

     (25,247,084      (52,122,094
Net decrease in net assets resulting from share transactions      (542,156      (4,253,580
TOTAL INCREASE      34,795,620         61,957,366   
     
     
Net assets:              

Beginning of period

     410,183,923         348,226,557   

End of period

   $ 444,979,543       $ 410,183,923   
Undistributed net investment income    $ 1,182,244       $ 553,553   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

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

Net

asset
value,
end of
period

    Total
return(b)
   

Net assets,
end of

period

(in 000s)

    Ratio of
net expenses
to average
net assets
    Ratio of
total
expenses
to average
net assets
    Ratio of
net investment
income (loss)
to average net
assets
    Portfolio
turnover
rate(c)
 

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2013 - Institutional

  $ 13.86      $ 0.03      $ 1.18      $ 1.21      $      $ 15.07        8.73   $ 107,354        0.80 %(d)      0.85 %(d)      0.47 %(d)      31

2013 - Service

    13.85        0.02        1.16        1.18               15.03        8.52        337,625        1.06 (d)      1.10 (d)      0.22 (d)      31   
                       

FOR THE FISCAL YEARS ENDED DECEMBER 31,

 

2012 - Institutional

    11.64        0.10 (e)      2.21        2.31        (0.09     13.86        19.83        106,119        0.80        0.84        0.79 (e)      42   

2012 - Service

    11.63        0.07 (e)      2.21        2.28        (0.06     13.85        19.57        304,065        1.05        1.09        0.56 (e)      42   

2011 - Institutional

    12.01        0.06        (0.37     (0.31     (0.06     11.64        (2.62     102,018        0.83        0.85        0.47        35   

2011 - Service

    12.00        0.03        (0.37     (0.34     (0.03     11.63        (2.86     246,208        1.08        1.10        0.23        35   

2010 - Institutional

    10.89        0.05        1.12        1.17        (0.05     12.01        10.74        120,027        0.86        0.86        0.49        38   

2010 - Service

    10.88        0.03        1.11        1.14        (0.02     12.00        10.50        238,353        1.11        1.11        0.24        38   

2009 - Institutional

    7.40        0.03        3.50        3.53        (0.04 )(f)      10.89        47.75        125,258        0.85        0.85        0.35        64   

2009 - Service

    7.39        0.01        3.50        3.51        (0.02 )(f)      10.88        47.50        219,909        1.10        1.10        0.10        64   

2008 - Institutional

    12.73        0.02        (5.34     (5.32     (0.01     7.40        (41.67     95,218        0.81        0.81        0.20        44   

2008 - Service

    12.73        (0.01     (5.33     (5.34            7.39        (41.86     167,930        1.06        1.06        (0.05     44   

 

(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 distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c) The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.
(d) Annualized.
(e) Reflects income recognized from special dividends which amounted to $0.04 per share and 0.27% of average net assets.
(f) Includes a return of capital of less than $0.005 per share.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Notes to Financial Statements

June 30, 2013 (Unaudited)

 

1.    ORGANIZATION

 

Goldman Sachs Variable Insurance Trust (the “Trust” or “VIT”) 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 Strategic Growth Fund (the “Fund”). The Fund is a diversified portfolio under the Act offering two classes of shares — Institutional and Service Shares. Shares of the Trust are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies.

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

2.    SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and require management to make estimates and assumptions that may affect the reported amounts and disclosures. Actual results may differ from those estimates and assumptions.

A.  Investment Valuation — The Fund’s valuation policy is to value investments at fair value.

B.  Investment Income and Investments — Investment income includes interest income and dividend income, net of any foreign withholding taxes, less any amounts reclaimable. Interest income is accrued daily and adjusted for amortization of premiums and accretion of discounts. Dividend income is recognized on ex-dividend date or, for certain foreign securities, as soon as such information is obtained subsequent to the ex-dividend date. Investment transactions are reflected on trade date. Realized gains and losses are calculated using identified cost. Investment transactions are recorded on the following business day for daily net asset value (“NAV”) calculations. Any foreign capital gains tax is accrued daily based upon net unrealized gains, and is payable upon sale of such investments. Distributions received from the Fund’s investments in United States (“U.S.”) real estate investment trusts (“REITs”) may be characterized as ordinary income, net capital gain or a return of capital. A return of capital is recorded by the Fund as a reduction to the cost basis of the REIT.

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 and Transfer Agent 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.

D.  Federal Taxes and Distributions to Shareholders — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to regulated investment companies (mutual funds) and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, the Fund is not required to make any provisions for the payment of federal income tax. Distributions to shareholders are recorded on the ex-dividend date. Income and capital gains distributions, if any, are declared and paid annually.

Net capital losses are carried forward to future fiscal years and may be used to the extent allowed by the Code to offset any future capital gains. Utilization of capital loss carryforwards will reduce the requirement of future capital gains distributions.

Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

 

14


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

 

 

2.    SIGNIFICANT ACCOUNTING POLICIES (continued)

 

The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with federal income tax rules, which may differ from GAAP. The source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income, net realized gain or capital. Certain components of the Fund’s net assets on the Statement of Assets and Liabilities reflect permanent GAAP/tax differences based on the appropriate tax character.

E. Commission Recapture — GSAM, on behalf of the Fund, may direct portfolio trades, subject to seeking best execution, to various brokers who have agreed to rebate a portion of the commissions generated. Such rebates are made directly to the Fund as cash payments and are included in net realized gain (loss) from investments on the Statements of Operations.

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS

The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these investments. The three levels of the fair value hierarchy are described below:

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 — Quoted prices in markets that are not active or financial instruments for which significant inputs are observable (including, but not limited to, quoted prices for similar investments, interest rates, foreign exchange rates, volatility and credit spreads), either directly or indirectly;

Level 3 — Prices or valuations that require significant unobservable inputs (including GSAM’s assumptions in determining fair value measurement).

The Trustees have adopted Valuation Procedures that govern the valuation of the portfolio investments held by the Fund, including investments for which market quotations are not readily available. The Trustees have delegated to GSAM day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Fund’s portfolio investments. To assess the continuing appropriateness of pricing sources and methodologies, GSAM regularly performs price verification procedures and issues challenges as necessary to third party pricing vendors or brokers, and any differences are reviewed in accordance with the Valuation Procedures.

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.

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

 

15


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

that have occurred subsequent to the close of the foreign securities exchange. These investments are generally classified as Level 2 of the fair value hierarchy.

Debt Securities — Debt securities for which market quotations are readily available are valued daily on the basis of quotations supplied by dealers or an independent pricing service approved by the Trustees. The pricing services may use valuation models or matrix pricing, which consider: (i) yield or price with respect to bonds that are considered comparable in characteristics such as rating, interest rate and maturity date or (ii) quotations from securities dealers to determine current value. Short-term debt obligations that mature in sixty days or less and that do not exhibit signs of credit deterioration are valued at amortized cost, which 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.

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 June 30, 2013:

 

Investment Type      Level 1        Level 2        Level 3  
Assets               
Common Stock and/or Other Equity Investments      $ 435,977,455         $         $   

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

4.    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.

For the six months ended June 30, 2013, 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
    Effective Net
Management Fee Rate
 
  0.75%        0.68     0.65     0.64     0.63     0.75     0.71 %* 

 

* GSAM has agreed to waive a portion of its management fee in order to achieve a net management rate, as defined in the Fund’s most recent prospectuses. The waiver will be effective through at least April 30, 2014, and prior to such date GSAM may not terminate the arrangement without approval of the Trustees. The Effective Net Management Rate above is calculated based on the management rate before and after the waiver had been adjusted, if applicable. For the six months ended June 30, 2013, GSAM waived $87,914 of its management fee.

 

16


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

 

 

4.    AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

B.  Distribution and Service Plan — The Trust, on behalf of the Service Shares of the Fund, has adopted a Distribution and Service Plan (the “Plan”). Under the Plan, 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, equal to, on an annual basis, 0.25% of the Fund’s average daily net assets attributable to Service Shares.

C.  Transfer Agency Agreement — Goldman Sachs also serves as the transfer agent of the Fund for a fee pursuant to Transfer Agency Agreement. The fees charged for such transfer agency services are accrued daily and paid monthly at an annual rate of 0.02% of the average daily net assets of Institutional and Service Shares.

D.  Other Expense Agreements and Affiliated Transactions — GSAM has agreed to limit certain “Other Expense” of the Fund (excluding transfer agent fees and expenses, taxes, interest, brokerage fees, litigation, indemnification, shareholder meeting and other 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 limitation as an annual percentage rate of average daily net assets for the Fund is 0.114%. This Other Expense limitation will remain in place through at least April 30, 2014, and prior to such date GSAM may not terminate the arrangement without the approval of the Trustees. For the six months ended June 30, 2013, GSAM did not make any reimbursements to the Fund. 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 six months ended June 30, 2013, custody fee credits were $2,460.

As of June 30, 2013, the amounts owed to affiliates of the Fund were $262,701, $70,024, and $7,399 for management, distribution and service, and transfer agent fees, respectively.

E.  Line of Credit Facility — As of June 30, 2013, the Fund participated in a $780,000,000 committed, unsecured revolving line of credit facility (the “facility”) together with other funds of the Trust and registered investment companies having management agreements with GSAM or its affiliates (“Other Borrowers”). Pursuant to the terms of the facility, the Fund and Other Borrowers could increase the credit amount by an additional $220,000,000, for a total of up to $1,000,000,000. 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 six months ended June 30, 2013, the Fund did not have any borrowings under the facility. Prior to May 8, 2013, the committed amount available through the facility was $630,000,000.

F.  Other Transactions with Affiliates — For the six months ended June 30, 2013, Goldman Sachs earned $226 in brokerage commissions from portfolio transactions.

5.    PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended June 30, 2013, were $135,073,997 and $139,216,312, respectively.

 

17


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

6.    TAX INFORMATION

 

As of the Fund’s most recent fiscal year end, December 31, 2012, the Fund’s capital loss carryforwards and certain timing differences, on a tax-basis were as follows:

 

Capital loss carryforwards:(1)   

Expiring 2016

   $ (10,256,176

Expiring 2017

     (43,614,413
Total capital loss carryforwards    $ (53,870,589
Timing differences (Post October loss deferral)    $ (1,048,023

 

(1) Expiration occurs on December 31 of the year indicated.

As of June 30, 2013, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:

 

Tax cost    $ 339,470,086   
Gross unrealized gain      101,394,022   
Gross unrealized loss      (4,886,653
Net unrealized security gain    $ 96,507,369   

The difference between GAAP-basis and tax-basis unrealized gains (losses), as of the most recent fiscal year end, is attributable primarily to wash sales.

GSAM has reviewed the Fund’s tax positions for all open tax years (the current and prior three years, as applicable) and has concluded that no provision for income tax is required in the Fund’s financial statements. Such open tax years remain subject to examination and adjustment by tax authorities.

7.    OTHER RISKS

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

Shareholder Concentration Risk — Certain funds, accounts, individuals, or Goldman Sachs affiliates may from time to time own (beneficially or of record) or control a significant percentage of the Fund’s shares. Redemptions by these entities of their holdings in the Fund may impact the Fund’s liquidity and NAV. These redemptions may also force the Fund to sell securities.

Liquidity Risk — The Fund may make investments that are illiquid or that may become less liquid in response to market developments or adverse investor perceptions. Illiquid investments may be more difficult to value. Liquidity risk may also refer to the risk that a Fund will not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. To meet redemption requests, the 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 fails to perform or that an institution or entity with which the Fund has unsettled or open transactions defaults.

 

18


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

 

 

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.

10.    SUMMARY OF SHARE TRANSACTIONS

Share activity is as follows:

 

     For the Six Months Ended
June 30, 2013
(Unaudited)
    For the Fiscal Year Ended
December 31, 2012
 
      Shares     Dollars     Shares     Dollars  
Institutional Shares         
Shares sold      156,749      $ 2,313,478        423,916      $ 5,609,432   
Reinvestment of distributions                    52,249        723,126   
Shares redeemed      (686,648     (10,249,268     (1,585,202     (21,069,391
       (529,899     (7,935,790     (1,109,037     (14,736,833
Service Shares         
Shares sold      1,510,223        22,391,450        3,030,601        40,173,789   
Reinvestment of distributions                    98,565        1,362,167   
Shares redeemed      (1,007,912     (14,997,816     (2,341,598     (31,052,703
       502,311        7,393,634        787,568        10,483,253   
NET DECREASE      (27,588   $ (542,156     (321,469   $ (4,253,580

 

19


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Fund Expenses — Six Month Period Ended June 30, 2013 (Unaudited)   

As a shareholder of Institutional or Service Shares of the Fund, you incur ongoing costs, including management fees, distribution and service (12b-1) fees (with respect to Service Shares) and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Institutional Shares and Service 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 January 1, 2013 through June 30, 2013.

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 ratio 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. As a shareholder of the Fund you do not incur any transaction costs, such as sales charges, redemption fees, or exchange fees, but shareholders of other funds may incur such costs. 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 whose shareholders may incur transaction costs.

 

Share Class   Beginning
Account Value
1/01/13
    Ending
Account Value
6/30/13
   

Expenses Paid

for the
6 Months
Ended
6/30/13
*

 
Institutional        
Actual   $ 1,000      $ 1,087.30      $ 4.14   
Hypothetical 5% return     1,000        1,020.83     4.01   
Service        
Actual     1,000        1,085.20        5.48   
Hypothetical 5% return     1,000        1,019.54     5.31   

 

* Expenses are calculated using the Fund’s annualized net expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2013. 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 0.80% and 1.06% for the Institutional and Service Shares, respectively.

 

+ 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.

 

20


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

 

Background

The Goldman Sachs Strategic Growth Fund (the “Fund”) is an investment portfolio of Goldman Sachs Variable Insurance 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, 2014 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 12-13, 2013 (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 a group 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”), its benchmark performance index, and a comparable institutional composite managed by the Investment Adviser, and general investment outlooks in the markets in which the Fund invests;
  (c)   the terms of the Management Agreement and agreements with affiliated service providers entered into by the Trust on behalf of the Fund;
  (d)   expense information for the Fund, including:
  (i)   the relative management fee and expense level of the Fund as compared to those of comparable funds managed by other advisers, as provided by the Outside Data Provider;
  (ii)   the Fund’s expense trends over time; and
  (iii)   to the extent the Investment Adviser manages institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, comparative information on the advisory fees charged and services provided to those accounts by the Investment Adviser;
  (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 undertakings of the Investment Adviser to waive certain fees and limit certain expenses of the Fund that exceed a specified level, and a summary of contractual fee reductions made by the Investment Adviser and its affiliates over the past several years with respect to the Fund;
  (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;

 

21


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

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

 

  (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)   the manner in which portfolio manager compensation is determined, and the number and types of accounts managed by the portfolio managers;
  (m)   the nature and quality of the services provided to the Fund by 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’s Service Shares. 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. 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 and ratings compiled by the Outside Data Provider as of December 31, 2012, and updated performance information prepared by the Investment Adviser using the peer group identified by the Outside Data Provider as of March 31, 2013. The information on the Fund’s investment performance was provided for the one-, three-, five- and ten-year periods ending on the applicable dates. The Trustees also reviewed the Fund’s investment performance over time (including on a year-by-year basis) relative to its performance benchmark. In addition, they considered the investment performance trends of the Fund over time, and reviewed the investment performance of the Fund in light of its investment objective and policies and market conditions. The Trustees also received information comparing the Fund’s performance to that of a comparable institutional composite managed by the Investment Adviser.

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.

 

22


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

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

 

The Trustees observed that the Fund’s Service Shares had placed in the top half of the Fund’s peer group for the one- and five-year periods and in the third quartile for the three-year period, and had outperformed the Fund’s benchmark index for the one-year period and underperformed for the three- and five-year periods ended March 31, 2013. The Trustees noted that the Fund experienced improved performance for the one-year period ended March 31, 2013. They considered the generally positive effects of certain personnel and process enhancements made at the end of 2011, as well as the addition of certain key hires, but noted the departure of several senior portfolio management personnel in April 2013.

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 a 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 five-year history comparing 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. 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 undertakings to waive a portion of its management fee and limit certain expenses of the Fund that exceed a specified level. They also considered, to the extent that the Investment Adviser manages institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, comparative fee information for services provided by the Investment Adviser to those accounts, and information that indicated that services provided to the Fund differed in various significant respects from the services provided to institutional accounts, which generally operated under less stringent legal and regulatory structures, required fewer services from the Investment Adviser to a smaller number of client contact points, were less time-intensive and paid lower fees.

In addition, the Trustees noted that shareholders are able to redeem their Fund shares at any time if they 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 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 reviewed the report of the internal audit group within the Goldman Sachs organization, which included an assessment of the reasonableness and consistency of the Investment Adviser’s expense allocation methodology and an evaluation of the accuracy of the Investment Adviser’s profitability analysis calculations. Profitability data for the Trust and the Fund were provided for 2012 and 2011, 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     0.75
Next $1 billion     0.68   
Next $3 billion     0.65   
Next $3 billion     0.64   
Over $8 billion     0.63   

 

23


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

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

 

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 undertakings to waive certain fees and 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.

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 relationship 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 (i) the possibility that the working relationship between the Investment Adviser and the Fund’s third party service providers may cause those service providers to be open to doing 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) improved servicing from vendors because of the volume of business generated by the Investment Adviser and its affiliates; (c) improved 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 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. The Trustees noted the competitive nature of the mutual fund marketplace, and noted further 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 fees paid by the Fund were reasonable in light of the services provided to it by the Investment Adviser, the Investment Adviser’s costs and the Fund’s current and reasonably foreseeable asset levels. The Trustees unanimously concluded that the Investment Adviser’s continued management 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, 2014.

 

24


TRUSTEES   OFFICERS
Ashok N. Bakhru, Chairman   James A. McNamara, President
Donald C. Burke   George F. Travers, Principal Financial Officer
John P. Coblentz, Jr.   Caroline L. Kraus, Secretary
Diana M. Daniels   Scott M. McHugh, Treasurer
Joseph P. LoRusso  
James A. McNamara  
Jessica Palmer  
Alan A. Shuch  
Richard P. Strubel  

GOLDMAN, SACHS & CO.

Distributor and Transfer Agent

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Investment Adviser

200 West Street, New York

New York 10282

Visit our web site at www.goldmansachsfunds.com/vit to obtain the most recent month-end returns.

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 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-621-2550; and (ii) on the Securities and Exchange Commission (“SEC”) web site at http://www.sec.gov.

The 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 Form N-Q is 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. Forms N-Q may be obtained upon request and without charge by calling 1-800-621-2550.

Holdings and allocations shown are as of June 30, 2013 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.

The Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of Morgan Stanley Capital International Inc. (“MSCI”) and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”) and is licensed for use by Goldman Sachs. Neither MSCI, S&P nor any other party involved in making or compiling the GICS or any GICS classifications makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any of such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of their affiliates or any third party involved in making or compiling the GICS or any GICS classifications have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

The portfolio risk management process includes an effort to monitor and manage risk, but does not imply low risk.

Shares of the Goldman Sachs VIT Funds are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you may realize with respect to your investments. Ask your representative for more complete information. Please consider a fund’s objectives, risks and charges and expenses, and read the prospectus carefully before investing. The prospectus contains this and other information about the Fund.

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 Institution or from Goldman, Sachs & Co. by calling 1-800-621-2550.

This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman Sachs Variable Insurance Trust: Goldman Sachs Strategic Growth Fund.

©2013 Goldman Sachs. All rights reserved.

VITGRWSAR13/106651.MF.MED.TMPL/8/2013


Goldman

Sachs Variable Insurance Trust

Goldman Sachs

Strategic International Equity Fund

Semi-Annual Report

June 30, 2013

 

LOGO


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY 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.

Shares of the Goldman Sachs Variable Insurance Trust — Goldman Sachs Strategic International Equity Fund are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you realize with respect to your investments. Ask your representative for more complete information. Please consider the Fund’s objective, risks and charges and expenses, and read the Prospectus carefully before investing. The Prospectus contains this and other information about the Fund.

The Goldman Sachs Strategic International Equity Fund invests primarily in a diversified portfolio of equity investments in companies that are organized outside the United States or whose securities are principally traded outside the United States. 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. Foreign and emerging markets investments may be more volatile and less liquid than investments in U.S. securities and are subject to the risks of currency fluctuations and adverse economic or political developments.

 

1


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

INVESTMENT OBJECTIVE

The Fund seeks long-term growth of capital.

 

 

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs International Equity Portfolio Management Team discusses the Goldman Sachs Variable Insurance Trust — Goldman Sachs Strategic International Equity Fund’s (the “Fund”) performance and positioning for the six-month period ended June 30, 2013 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Institutional and Service Shares generated cumulative total returns of 5.85% and 5.60%, respectively. These returns compare to the 4.10% cumulative total return of the Fund’s benchmark, the MSCI Europe, Australasia, Far East (EAFE) Index (net, unhedged) (the “MSCI EAFE Index”), during the same time period.

What economic and market factors most influenced the international equity markets as a whole during the Reporting Period?

International equities, as measured by the MSCI EAFE Index, gained 4.10% in U.S. dollar terms during the Reporting Period, extending their rally from 2012 for much of the Reporting Period before bullish sentiment began to fade in mid-May 2013.

European equity markets managed gains during the Reporting Period, despite a banking crisis in Cyprus and further economic contraction in the Eurozone. Strong performance by the Japanese equity market dominated returns for the Reporting Period but was partially offset by weaker returns for the Asia ex-Japan region, where such returns were exaggerated by depreciating currencies. The yen weakened to its lowest level against the U.S. dollar since mid-2009 on expectations the new head of the Bank of Japan will aggressively pursue a 2% inflation target. Japanese equities hit a five-year high during May 2013 before taking a sharp turn down with a number of other global equity markets.

In mid-May, U.S. Federal Reserve (“Fed”) Chair Bernanke announced the potential “tapering” of the pace of quantitative easing asset purchases, which led to a virtual halt in the broad global equity market rally. Equity markets, both in the U.S. and internationally, reacted negatively again in June to news the slowing of the asset purchase program could begin later this year, with the program ending by the middle of 2014 if the economy grows as expected.

In China, a sharp spike in interbank lending rates in June 2013 further pressured global equity markets. Concerns that tighter monetary conditions would exacerbate an already slowing Chinese economy weakened commodity prices.

Largely as a result of concerns about slowing demand from China and its impact on commodities, the materials and energy sectors were the only sectors in the MSCI EAFE Index to post negative returns during the Reporting Period as a whole. The consumer discretionary and health care sectors posted the best performance.

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

The Fund’s outperformance of the MSCI EAFE Index during the Reporting Period can be primarily attributed to individual stock selection.

What were some of the Fund’s best-performing individual stocks?

The greatest contributors to Fund performance relative to the MSCI EAFE Index during the Reporting Period were Japanese financials firm Sumitomo Mitsui Financial Group, Japanese food retailer Seven & I Holdings and Swedish communications equipment company Ericsson.

Sumitomo Mitsui Financial Group performed well based on good fundamentals. Its securities business was particularly solid on the back of a strong market recovery. It also incurred trading gains of exchange-traded funds and fixed income. Sales of investment trusts to the retail market also boosted the firm’s results, as individual investors’ interest in the equity market heightened.

Seven & I Holdings was a top contributor to the Fund’s results during the Reporting Period. Its stock gained ground on a positive earnings forecast at the beginning of 2013, which exceeded expectations. As the stock had appreciated significantly, we opted to sell the Fund’s position in Seven & I Holdings by the end of the Reporting Period, taking profits.

 

2


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Ericsson, the world’s largest maker of wireless network equipment, was also a top contributor to the Fund’s performance during the Reporting Period. The company saw its sales and profit margin increase sharply in the fourth quarter of 2012 and beat estimates. Specifically, its earnings report showed its sales in North America grew by 51%, as wireless operators increased their spending to adapt to a growing trend in data consumption. We believe this data consumption should trend to continue over the long term and still believed at the end of the Reporting Period that Ericsson was well positioned to benefit.

Which stocks detracted significantly from the Fund’s performance during the Reporting Period?

The biggest detractors from Fund performance relative to the MSCI EAFE Index during the Reporting Period were U.K. diversified mining company Rio Tinto, French oilfield services company CGG and Japanese building and home improvement materials producer Lixil Group.

Rio Tinto, a world leader in mining mineral resources, detracted from the Fund’s results during the Reporting Period. Iron ore prices were weak, moving from a high of $160 per metric ton at the end of January to $110 per metric ton in May. This price weakness, along with negative sentiment on China regarding demand, caused Rio Tinto’s share price to decline.

CGG was also a top detractor from the Fund’s performance during the Reporting Period. The company reported fourth quarter 2012 results that were modestly disappointing, and its 2013 earnings forecast was 10% to 15% below expectations. Despite this weakness, our long-term conviction in the stock remained unchanged at the end of the Reporting Period, and we continued to believe that as oil becomes increasingly difficult to find, seismic exploration methods, in which CGG specializes, may well become more utilized.

Lixil Group lagged the MSCI EAFE Index because investors had concerns the company might miss its guidance. There had been delays in launching a new product and cost reduction efforts did not go as well as anticipated as Lixil Group was found to be increasing employee bonuses. As a result, Lixil Group’s earnings momentum was not as strong as expected, and the stock underperformed. We sold the Fund’s position in Lixil Group by the end of the Reporting Period.

Which equity market sectors most significantly affected Fund performance?

Effective security selection within the financials, health care and consumer staples sectors contributed positively to the Fund’s performance relative to the MSCI EAFE Index during the Reporting Period. The Fund’s overweighted position in the comparatively strong health care sector relative to the MSCI EAFE Index also added value.

Security selection in the consumer discretionary sector and having a modestly underweighted position in the comparatively stronger energy sector compared to the MSCI EAFE Index detracted most from the Fund’s relative results during the Reporting Period. These were the only two sectors that detracted from Fund results on a relative basis during the Reporting Period.

Which countries or regions most affected the Fund’s performance during the Reporting Period?

Typically, the Fund’s individual stock holdings will significantly influence the Fund’s performance within a particular country or region relative to the MSCI EAFE Index. This effect may be even more pronounced in countries that represent only a modest proportion of the MSCI Index.

That said, the Fund’s underweighted position and effective stock selection in Australia and strong stock selection in Sweden and Germany contributed most positively to the Fund’s returns relative to the MSCI EAFE Index. The countries that detracted most from the Fund’s performance during the Reporting Period were India, Japan and Belgium, where positioning overall hurt.

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

During the Reporting Period, we did not use derivatives to hedge positions or as part of an active management strategy, but we used index futures, on an opportunistic basis, to ensure the portfolio remained almost fully exposed to equities following cash inflows or stock sales.

Did the Fund make any significant purchases or sales during the Reporting Period?

During the Reporting Period, we established Fund positions in Australia & New Zealand Banking Group, Sanofi and Japan Tobacco, as we believe each is a quality company with an attractive valuation.

We established a Fund position in banking and financial services company Australia & New Zealand Banking Group because we believe the company’s Asia business, which accounts for approximately one-fourth of its revenues, is well positioned to continue to provide stable revenues and long-term growth opportunities. The company has also recently stabilized its cost base, so we are expecting this to come through in its margins over the near term.

 

3


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

We initiated a Fund position in Sanofi, a France-based global pharmaceutical company, because of its focus on “long duration assets,” which we characterize as less reliant on cyclical research and development investment and/or less exposed to intellectual property erosion. These long-term assets currently represent 60% of Sanofi’s sales, and we believe this proportion may grow to exceed this number by 2016. Compared to its peers, the company has high and diversified exposure to emerging markets.

We purchased shares of Japan Tobacco based on our expectations of its relatively stable single-digit growth, as driven by emerging market demand and price increases in its domestic market. We also expect Japan Tobacco’s dividend payout ratio to increase to 40% in 2014 and to 50%* in 2017.

We exited the Fund’s positions in Westpac Banking, Vinci and Toyota Motor during the Reporting Period. The stocks of Australian banking and financial services company Westpac Banking, French concessions and construction company Vinci and Japanese automobile manufacturer Toyota Motor had been performing well, so we decided to exit the Fund’s positions to take profits and invest in other opportunities.

Were there any notable changes in the Fund’s weightings during the Reporting Period?

In constructing the Fund’s portfolio, we focus on picking stocks rather than on making regional, country, sector or industry bets. We seek to outpace the benchmark index by overweighting stocks that we expect to outperform and underweighting those that we think may lag. Consequently, changes in its sector or country weights are generally the direct result of individual stock selection or of stock appreciation or depreciation. That said, there were no notable changes in the Fund’s sector or country weightings during the Reporting Period.

How was the Fund positioned relative to its benchmark index at the end of the Reporting Period?

At the end of June 2013, the Fund had greater weightings than the MSCI EAFE Index in the health care and information technology sectors. The Fund had underweighted allocations to the industrials, financials and utilities sectors and was rather neutrally weighted to the MSCI EAFE Index in the telecommunication services, consumer staples, energy, consumer discretionary and materials sectors at the end of the Reporting Period.

From a country perspective, the Fund had greater positions in France, Russia, Belgium, Finland, Taiwan, South Korea and China relative to the MSCI EAFE Index at the end of June 2013. The Fund had less exposure to Germany, Australia, Italy, Japan, Spain, Sweden and Hong Kong than the MSCI EAFE Index at the end of the Reporting Period. On the same date, the Fund had rather neutral exposures to the remaining components of the MSCI EAFE Index.

As always, we remained focused on individual stock selection, with sector and country positioning being a secondary, but closely monitored, effect.

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

At the end of the Reporting Period, we saw the global economic environment as uncertain, and we expected weak economic growth overall going forward. However, at the same time, we believe there are companies in all regions of the world that can grow faster than the global GDP average, which for 2013 we estimate to be 3.5%, and stocks that will return more than the broader market averages.

With the uncertainty in the markets, we believe our focus on companies with high quality balance sheets and secular growth opportunities should serve the Fund and its shareholders well. Uncertainty can create more opportunities for us to establish positions in quality stocks at compelling valuations. We were also, at the end of the Reporting Period, encouraged by the level of cash generation and profitability of companies.

Of course, we fully acknowledge that in addition to worries around weak global economic growth, other macro headwinds exist, including political uncertainty and sovereign debt concerns in Europe. However, given these macro concerns and the opportunities they may create, we believe fundamental analysis is even more critical in selecting companies that exhibit characteristics of what we deem to be a quality company. In our view, the micro environment is being masked by the negativity surrounding the macro situation. In addition to a focus on valuations, we seek companies that are differentiated, defendable and capable. As always, we continue to focus on building the Fund’s quality portfolio through intense bottom-up research and believe such a disciplined strategy should help us position the Fund effectively in these still uncertain times.

 

* Dividends are not guaranteed and a company’s future ability to pay dividends may be limited.

 

4


FUND BASICS

 

Strategic International Equity Fund

as of June 30, 2013

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/13    One Year      Five Years      Ten Years      Since Inception      Inception Date
Institutional      19.22      -0.69      5.70      3.41    1/12/98
Service      18.93         -0.95         N/A         0.40       1/09/06

 

1  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 (“NAV”). Because Institutional and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, 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 total return figures in the above chart. Please visit www.goldmansachsfunds.com/vit to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Institutional        0.99      1.05
Service        1.24         1.30   

 

2  The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations), are as set forth above according to the most recent publicly available Prospectus for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2014, 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 6/30/133

 

Holding   % of
Net Assets
  Line of Business   Country
Vodafone Group PLC   3.3%   Telecommunication Services   United Kingdom
HSBC Holdings PLC   3.2   Banks   United Kingdom
Rio Tinto PLC   2.5   Materials   United Kingdom
Novartis AG (Registered)   2.4   Pharmaceuticals, Biotechnology & Life Sciences   Switzerland
Sumitomo Mitsui Financial Group, Inc.   2.4   Banks   Japan
Australia & New Zealand Banking Group Ltd.   2.4   Banks   Australia
Sanofi   2.3   Pharmaceuticals, Biotechnology & Life Sciences   France
Roche Holding AG   2.3   Pharmaceuticals, Biotechnology & Life Sciences   Switzerland
BNP Paribas SA   2.1   Banks   France
Anheuser-Busch InBev NV   2.0   Food, Beverage & Tobacco   Belgium

 

3  The top ten holdings may not be representative of the Fund’s future investments.

 

5


FUND BASICS

 

FUND vs. BENCHMARK SECTOR ALLOCATIONS4

As of June 30, 2013

 

 

 

LOGO

 

 

 

4  The Fund is actively managed and, as such, its composition may differ over time. Consequently, the Fund’s overall sector allocations may differ from percentages contained in the graph above. The graph categorizes investments using Global Industry Classification Standard (“GICS”), however, the sector classifications used by the portfolio management team may differ from GICS. Underlying sector allocations of exchange traded funds (“ETFs”) held by the Fund are not reflected 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.

 

6


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Schedule of Investments

June 30, 2013 (Unaudited)

 

Shares      Description    Value  
  Common Stocks – 97.6%   

 

Australia – 4.9%

  

  399,233       Aurizon Holdings Ltd. (Transportation)    $ 1,516,498   
  180,609       Australia & New Zealand Banking Group Ltd. (Banks)      4,688,494   
  275,952       Computershare Ltd. (Software & Services)      2,587,332   
  400,500       PanAust Ltd. (Materials)      664,000   
     

 

 

 
        9,456,324   

 

 

 

 

Belgium – 3.4%

  

  43,794       Anheuser-Busch InBev NV (Food, Beverage & Tobacco)      3,942,915   
  20,707       Solvay SA (Materials)      2,711,357   
     

 

 

 
        6,654,272   

 

 

 

 

Denmark – 1.6%

  

  19,483       Novo Nordisk A/S Class B (Pharmaceuticals, Biotechnology & Life Sciences)      3,028,875   

 

 

 

 

Finland – 2.5%

  

  93,672       Fortum Oyj (Utilities)      1,754,790   
  74,258       Nokian Renkaat Oyj (Automobiles & Components)      3,021,653   
     

 

 

 
        4,776,443   

 

 

 

 

France – 13.6%

  

  19,659       Air Liquide SA (Materials)      2,427,885   
  13,380       Air Liquide SA-Prime De Fidelite (Materials)*      1,652,429   
  101,529       AXA SA (Insurance)      2,001,412   
  73,750       BNP Paribas SA (Banks)      4,037,449   
  62,457       CGGVeritas (Energy)*      1,383,861   
  20,844       LVMH Moet Hennessy Louis Vuitton SA (Consumer Durables & Apparel)      3,384,117   
  63,057       Safran SA (Capital Goods)      3,291,980   
  43,086       Sanofi (Pharmaceuticals, Biotechnology & Life Sciences)      4,454,257   
  73,831       Total SA (Energy)      3,606,143   
     

 

 

 
        26,239,533   

 

 

 

 

Germany – 4.4%

  

  27,600       Bayer AG (Registered) (Pharmaceuticals, Biotechnology & Life Sciences)      2,938,590   
  27,462       Bayerische Motoren Werke AG (Automobiles & Components)      2,396,781   
  35,625       Beiersdorf AG (Household & Personal Products)      3,103,258   
     

 

 

 
        8,438,629   

 

 

 

 

Hong Kong – 3.0%

  

  852,595       AIA Group Ltd. (Insurance)      3,591,984   
  595,000       China Mengniu Dairy Co. Ltd. (Food, Beverage & Tobacco)      2,123,898   
     

 

 

 
        5,715,882   

 

 

 
  Common Stocks – (continued)   

 

India – 0.6%

  

  43,845       Hero Motocorp Ltd. (Automobiles & Components)    $ 1,223,102   

 

 

 

 

Ireland – 2.2%

  

  37,587       Kerry Group PLC Class A (Food, Beverage & Tobacco)      2,074,425   
  70,833       Shire PLC (Pharmaceuticals, Biotechnology & Life Sciences)      2,244,713   
     

 

 

 
        4,319,138   

 

 

 

 

Japan – 20.1%

  

  25,500       Astellas Pharma, Inc. (Pharmaceuticals, Biotechnology & Life Sciences)      1,385,265   
  115,400       Credit Saison Co. Ltd. (Diversified Financials)      2,899,664   
  198,000       Ebara Corp. (Capital Goods)      1,056,938   
  150,000       Fujitec Co. Ltd. (Capital Goods)      1,501,925   
  256,000       Isuzu Motors Ltd. (Automobiles & Components)      1,750,003   
  94,700       Japan Tobacco, Inc. (Food, Beverage & Tobacco)      3,342,678   
  52,000       KDDI Corp. (Telecommunication Services)      2,707,820   
  185,000       Kubota Corp. (Capital Goods)      2,692,373   
  35,400       Makita Corp. (Capital Goods)      1,903,185   
  137,900       Nomura Real Estate Holdings, Inc. (Real Estate)      3,046,171   
  26,400       Rinnai Corp. (Consumer Durables & Apparel)      1,877,187   
  102,500       Sumitomo Mitsui Financial Group, Inc. (Banks)      4,691,738   
  49,900       Suntory Beverage & Food Ltd. (Food, Beverage & Tobacco)*      1,559,689   
  98,400       Taiyo Yuden Co. Ltd. (Technology Hardware & Equipment)      1,496,479   
  391,000       Tokyo Gas Co. Ltd. (Utilities)      2,157,168   
  56,600       Unicharm Corp. (Household & Personal Products)      3,201,207   
  3,253       Yahoo Japan Corp. (Software & Services)      1,601,826   
     

 

 

 
        38,871,316   

 

 

 

 

Netherlands – 1.9%

  

  93,627       Unilever NV CVA (Food, Beverage & Tobacco)      3,685,563   

 

 

 

 

Russia – 2.7%

  

  9,897       Magnit OJSC (Food & Staples Retailing)      2,274,632   
  27,952       OAO Lukoil ADR (Energy)      1,601,883   
  111,169       Sberbank of Russia ADR (Banks)      1,261,382   
     

 

 

 
        5,137,897   

 

 

 

 

Singapore – 1.2%

  

  185,000       DBS Group Holdings Ltd. (Banks)      2,251,062   

 

 

 

 

The accompanying notes are an integral part of these financial statements.   7


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Schedule of Investments (continued)

June 30, 2013 (Unaudited)

 

Shares      Description    Value  
  Common Stocks – (continued)   

 

South Africa – 0.8%

  

  467,751       Nampak Ltd. (Materials)    $ 1,555,863   

 

 

 

 

South Korea – 1.0%

  

  37,859       Kia Motors Corp. (Automobiles & Components)      2,044,472   

 

 

 

 

Spain – 1.5%

  

  233,400       Telefonica SA (Telecommunication Services)      3,002,785   

 

 

 

 

Sweden – 2.0%

  

  71,871       Scania AB Class B (Capital Goods)      1,437,917   
  207,939       Telefonaktiebolaget LM Ericsson Class B (Technology Hardware & Equipment)      2,357,993   
     

 

 

 
        3,795,910   

 

 

 

 

Switzerland – 10.3%

  

  125,019       Credit Suisse Group AG (Registered) (Diversified Financials)*      3,309,764   
  157,650       Informa PLC (Media)      1,174,448   
  75,855       Julius Baer Group Ltd. (Diversified Financials)*      2,960,499   
  66,486       Novartis AG (Registered) (Pharmaceuticals, Biotechnology & Life Sciences)      4,709,240   
  17,595       Roche Holding AG (Pharmaceuticals, Biotechnology & Life Sciences)      4,367,032   
  8,454       Sulzer AG (Registered) (Capital Goods)      1,349,961   
  42,219       Wolseley PLC (Capital Goods)      1,947,966   
     

 

 

 
        19,818,910   

 

 

 

 

Taiwan – 1.4%

  

  120,000       MediaTek, Inc. (Semiconductors & Semiconductor Equipment)      1,383,431   
  75,955       Taiwan Semiconductor Manufacturing Co. Ltd. ADR (Semiconductors & Semiconductor Equipment)      1,391,495   
     

 

 

 
        2,774,926   

 

 

 

 

United Kingdom – 18.5%

  

  329,319       Abcam PLC (Pharmaceuticals, Biotechnology & Life Sciences)      2,271,480   
  138,081       BG Group PLC (Energy)      2,346,557   
  531,431       BP PLC (Energy)      3,688,103   
  140,309       Burberry Group PLC (Consumer Durables & Apparel)      2,886,506   
  286,098       Direct Line Insurance Group PLC (Insurance)      1,016,593   
  591,549       HSBC Holdings PLC (Banks)      6,123,804   
  535,283       Melrose Industries PLC (Capital Goods)      2,028,860   

 

 

 
  Common Stocks – (continued)   

 

United Kingdom – (continued)

  

  240,343       Partnership Assurance Group PLC (Insurance)*    $ 1,780,227   
  118,028       Rio Tinto PLC (Materials)      4,800,076   
  34,434       Spirax-Sarco Engineering PLC (Capital Goods)      1,411,237   
  72,297       Telecity Group PLC (Software & Services)      1,114,102   
  2,191,828       Vodafone Group PLC (Telecommunication Services)      6,281,073   
     

 

 

 
        35,748,618   

 

 

 
  TOTAL COMMON STOCKS   
  (Cost $181,292,962)    $ 188,539,520   

 

 

 
     
  Preferred Stock – 0.6%   

 

Germany – 0.6%

  

  11,715       Sartorius AG Preference Shares (Health Care Equipment & Services)    $ 1,260,163   
  (Cost $1,027,107)   

 

 

 
     
  Exchange Traded Fund – 1.1%   

 

Japan – 1.1%

  

  186,541       iShares MSCI Japan Index Fund    $ 2,092,990   
  (Cost $2,126,567)   

 

 

 
  TOTAL INVESTMENTS – 99.3%   
  (Cost $184,446,636)    $ 191,892,673   

 

 

 

 
 

OTHER ASSETS IN EXCESS OF
LIABILITIES – 0.7%

     1,255,594   

 

 

 
  NET ASSETS – 100.0%    $ 193,148,267   

 

 

 

 

The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
*   Non-income producing security.

 

Investment Abbreviations:
ADR   —American Depositary Receipt
CVA   —Dutch Certification

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Statement of Assets and Liabilities

June 30, 2013 (Unaudited)

 

  
Assets:  

Investments, at value (cost $184,446,636)

   $ 191,892,673   

Cash

     1,749,128   

Foreign currencies, at value (cost $335,309)

     334,829   

Receivables:

  

Investments sold

     1,316,002   

Dividends

     343,702   

Foreign tax reclaims

     307,383   

Reimbursement from investment adviser

     29,275   

Fund shares sold

     2,126   

Other assets

     1,266   
Total assets      195,976,384   
  
  
Liabilities:  

Payables:

  

Investments purchased

     2,451,320   

Amounts owed to affiliates

     162,723   

Fund shares redeemed

     89,615   

Accrued expenses

     124,459   
Total liabilities      2,828,117   
  
  
Net Assets:  

Paid-in capital

     292,023,430   

Undistributed net investment income

     2,622,937   

Accumulated net realized loss

     (108,948,756

Net unrealized gain

     7,450,656   
NET ASSETS    $ 193,148,267   

Net Assets:

  

Institutional

   $ 54,694,206   

Service

     138,454,061   

Total Net Assets

   $ 193,148,267   

Shares of beneficial interest outstanding $0.001 par value (unlimited shares authorized):

  

Institutional

     6,043,912   

Service

     15,293,323   

Net asset value, offering and redemption price per share:

  

Institutional

     $9.05   

Service

     9.05   

 

The accompanying notes are an integral part of these financial statements.   9


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Statement of Operations

For the Six Months Ended June 30, 2013 (Unaudited)

 

  
Investment income:  

Dividends (net of foreign taxes withheld of $351,939)

   $ 3,509,697   
  
  
Expenses:  

Management fees

     842,402   

Distribution and Service fees — Service Class

     176,763   

Custody, accounting and administrative services

     97,653   

Printing and mailing costs

     40,451   

Professional fees

     37,879   

Transfer Agent fees(a)

     19,820   

Trustee fees

     8,950   

Other

     6,063   
Total expenses      1,229,981   

Less — expense reductions

     (89,182
Net expenses      1,140,799   
NET INVESTMENT INCOME      2,368,898   
  
  
Realized and unrealized gain (loss):  

Net realized gain (loss) from:

  

Investments

     17,630,717   

Futures contracts

     45,161   

Foreign currency transactions

     (271,648

Net change in unrealized gain (loss) on:

  

Investments

     (8,643,448

Futures contracts

     19,319   

Foreign currency translation

     (413
Net realized and unrealized gain      8,779,688   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $ 11,148,586   

(a) Institutional and Service Shares had Transfer Agent fees of $5,680 and $14,140, respectively.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Statements of Changes in Net Assets

 

     For the
Six Months Ended
June 30, 2013
(Unaudited)
     For the
Fiscal Year Ended
December 31, 2012
 
     
From operations:              

Net investment income

   $ 2,368,898       $ 3,578,978   

Net realized gain

     17,404,230         6,667,463   

Net change in unrealized gain (loss)

     (8,624,542      26,262,974   
Net increase in net assets resulting from operations      11,148,586         36,509,415   
     
     
Distributions to shareholders:              

From net investment income

     

Institutional Shares

             (1,162,337

Service Shares

             (2,511,176
Total distributions to shareholders              (3,673,513
     
     
From share transactions:              

Proceeds from sales of shares

     2,041,451         6,049,759   

Reinvestment of distributions

             3,673,513   

Cost of shares redeemed

     (16,163,494      (28,382,757
Net decrease in net assets resulting from share transactions      (14,122,043      (18,659,485
TOTAL INCREASE (DECREASE)      (2,973,457      14,176,417   
     
     
Net assets:              

Beginning of period

     196,121,724         181,945,307   

End of period

   $ 193,148,267       $ 196,121,724   
Undistributed net investment income    $ 2,622,937       $ 254,039   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

           Income (loss) from
investment operations
    Distributions to shareholders                                              
Year - Share Class   Net asset
value,
beginning
of period
     Net
investment
income(a)
    Net
realized
and
unrealized
gain (loss)
    Total from
investment
operations
    From net
investment
income
    From
net
realized
gains
    Total
distributions
    Net asset
value,
end of
period
     Total
return(b)
    Net assets,
end of
period
(in 000s)
     Ratio of
net expenses
to average
net assets
    Ratio of
total
expenses
to average
net assets
    Ratio of
net investment
income
to average
net assets
    Portfolio
turnover
rate(c)
 

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2013 - Institutional

  $ 8.56       $ 0.11      $ 0.38      $ 0.49      $      $      $      $ 9.05         5.85   $ 54,694         0.97 %(d)      1.06 %(d)      2.56 %(d)      57

2013 - Service

    8.57         0.10        0.38        0.48                             9.05         5.60        138,454         1.22 (d)      1.31 (d)      2.32 (d)      57   
                              

FOR THE FISCAL YEARS ENDED DECEMBER 31,

 

2012 - Institutional

    7.20         0.16        1.38        1.54        (0.18            (0.18     8.56         21.17        56,872         0.97        1.03        2.06        110   

2012 - Service

    7.22         0.14        1.37        1.51        (0.16            (0.16     8.57         20.82        139,250         1.22        1.28        1.80        110   

2011 - Institutional

    8.82         0.26 (e)      (1.59     (1.33     (0.29            (0.29     7.20         (15.05     55,954         0.99        1.04        3.03 (e)      143   

2011 - Service

    8.83         0.24 (e)      (1.58     (1.34     (0.27            (0.27     7.22         (15.16     125,991         1.24        1.29        2.80 (e)      143   

2010 - Institutional

    8.11         0.11        0.73        0.84        (0.13            (0.13     8.82         10.36        77,558         1.02        1.05        1.38        112   

2010 - Service

    8.12         0.09        0.73        0.82        (0.11            (0.11     8.83         10.09        159,214         1.27        1.30        1.13        112   

2009 - Institutional

    6.41         0.13        1.71        1.84        (0.14            (0.14     8.11         28.69        82,015         1.07        1.07        1.80        118   

2009 - Service

    6.42         0.11        1.71        1.82        (0.12            (0.12     8.12         28.37        157,359         1.32        1.32        1.51        118   

2008 - Institutional

    13.76         0.32 (f)      (6.69     (6.37     (0.33     (0.65     (0.98     6.41         (45.87     74,149         1.12        1.12        2.95 (f)      165   

2008 - Service

    13.76         0.28 (f)      (6.67     (6.39     (0.30     (0.65     (0.95     6.42         (46.00     113,836         1.37        1.37        2.64 (f)      165   

 

(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 distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c) The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.
(d) Annualized.
(e) Reflects income recognized from a corporate action which amounted to $0.11 per share and 1.33% of average net assets.
(f) Reflects income recognized from special dividends which amounted to $0.12 per share and 1.12% of average net assets.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Notes to Financial Statements

June 30, 2013 (Unaudited)

 

1.    ORGANIZATION

 

Goldman Sachs Variable Insurance Trust (the “Trust” or “VIT”) 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 Strategic International Equity Fund (the “Fund”). The Fund is a diversified portfolio under the Act offering two classes of shares — Institutional and Service Shares. Shares of the Trust are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies.

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

2.    SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and require management to make estimates and assumptions that may affect the reported amounts and disclosures. Actual results may differ from those estimates and assumptions.

A.  Investment Valuation — The Fund’s valuation policy is to value investments at fair value.

B.  Investment Income and Investments — Investment income includes interest income and dividend income, net of any foreign withholding taxes, less any amounts reclaimable. Interest income is accrued daily and adjusted for amortization of premiums and accretion of discounts. Dividend income is recognized on ex-dividend date or, for certain foreign securities, as soon as such information is obtained subsequent to the ex-dividend date. Investment transactions are reflected on trade date. Realized gains and losses are calculated using identified cost. Investment transactions are recorded on the following business day for daily net asset value (“NAV”) calculations. Any foreign capital gains tax is accrued daily based upon net unrealized gains, and is payable upon sale of such investments.

For derivative contracts, realized gains and losses are recorded upon settlement of the contract.

C.  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 and Transfer Agent 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.

D.  Federal Taxes and Distributions to Shareholders — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to regulated investment companies (mutual funds) and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, the Fund is not required to make any provisions for the payment of federal income tax. Distributions to shareholders are recorded on the ex-dividend date. Income and capital gains distributions, if any, are declared and paid annually.

Net capital losses are carried forward to future fiscal years and may be used to the extent allowed by the Code to offset any future capital gains. Utilization of capital loss carryforwards will reduce the requirement of future capital gains distributions.

Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with federal income tax rules, which may differ from GAAP. The source of the Fund’s distributions may be shown in the accompanying

 

13


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

2.    SIGNIFICANT ACCOUNTING POLICIES (continued)

 

financial statements as either from net investment income, net realized gain or capital. Certain components of the Fund’s net assets on the Statement of Assets and Liabilities reflect permanent GAAP/tax differences based on the appropriate tax character.

E.  Foreign Currency Translation — The accounting records and reporting currency of the Fund are maintained in United States (“U.S.”) dollars. Assets and liabilities denominated in foreign currencies are translated into U.S. dollars using the current exchange rates at the close of each business day. The effect of changes in foreign currency exchange rates on investments is included within net realized and unrealized gain (loss) on investments. Changes in the value of other assets and liabilities as a result of fluctuations in foreign exchange rates are included in the Statement of Operations within net change in unrealized gain (loss) on foreign currency transactions. Transactions denominated in foreign currencies are translated into U.S. dollars on the date the transaction occurred, the effects of which are included within net realized gain (loss) on foreign currency transactions.

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 GSAMI’s assumptions in determining fair value measurement).

The Trustees have adopted Valuation Procedures that govern the valuation of the portfolio investments held by the Fund, including investments for which market quotations are not readily available. The Trustees have delegated to GSAMI 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, GSAMI 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.

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

 

14


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

 

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

limited to, movements in the securities markets, certain depositary receipts, futures contracts and foreign currency exchange rates that have occurred subsequent to the close of the foreign securities exchange. These investments are generally classified as Level 2 of the fair value hierarchy.

Debt Securities — Debt securities for which market quotations are readily available are valued daily on the basis of quotations supplied by dealers or an independent pricing service approved by the Trustees. The pricing services may use valuation models or matrix pricing, which consider: (i) yield or price with respect to bonds that are considered comparable in characteristics such as rating, interest rate and maturity date or (ii) quotations from securities dealers to determine current value. Short-term debt obligations that mature in sixty days or less and that do not exhibit signs of credit deterioration are valued at amortized cost, which 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.

Derivative contracts — A derivative is an instrument whose value is derived from underlying assets, indices, reference rates or a combination of these factors.

Exchange-traded derivatives, including futures contracts, typically fall within Level 1 of the fair value hierarchy. Over-the-counter (“OTC”) derivatives are valued using market transactions and other market evidence, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence.

i. Futures Contracts — Futures contracts are contracts to buy or sell a standardized quantity of a specified commodity or security and are valued based on exchanged settlement prices or independent market quotes. Futures contracts are valued at the last settlement price, or in the absence of a sale, the last bid price for long positions and at the last ask price for short positions, at the end of each day on the board of trade or exchange upon which they are traded. Upon entering into a futures contract, the Fund deposits cash or securities in an account on behalf of the broker in an amount sufficient to meet the initial margin requirement. Subsequent payments are made or received by the Fund equal to the daily change in the contract value and are recorded as variation margin receivable or payable with a corresponding offset to unrealized gains or losses.

B.  Level 3 Fair Value Investments — To the extent that the aforementioned significant inputs are unobservable, or if quotations are not readily available, or if GSAMI 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. GSAMI, 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.

 

15


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

C.  Fair Value Hierarchy — The following is a summary of the Fund’s investments and derivatives classified in the fair value hierarchy as of June 30, 2013:

 

Investment Type      Level 1        Level 2      Level 3  
Assets             
Common Stock and/or Other Equity Investments             

North and South America

     $         $       $   

Other

       3,484,485           188,408,188 (a)         

 

(a) To adjust for the time difference between local market close and the calculation of net asset value, the Fund utilizes fair value model prices for international equities provided by an independent fair value service resulting in a Level 2 classification.

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

4.    INVESTMENTS IN DERIVATIVES

The following table sets forth, by certain risk types, the Fund’s gains (losses) related to these derivatives and their indicative volumes for the six months ended June 30, 2013. These instruments were used to meet the Fund’s investment objectives and to obtain and/or manage exposure related to the risks below. These gains (losses) should be considered in the context that these derivative contracts may have been executed to economically hedge certain investments, and accordingly, certain gains (losses) on such derivative contracts may offset certain (losses) gains attributable to investments. These gains (losses) are included in “Net realized gain (loss)” or “Net change in unrealized gain (loss)” on the Statement of Operations:

 

Risk    Statement of Operations   Net
Realized
Gain (Loss)
    Net Change in
Unrealized
Gain (Loss)
    Average
Number of
Contracts(a)
 
Equity    Net realized gain (loss) from futures contracts/Net change in unrealized gain (loss) on futures contracts   $ 45,161      $ 19,319        1   

 

(a) Average number of contracts is based on the average of month end balances for the six months ended June 30, 2013.

5.    AGREEMENTS AND AFFILIATED TRANSACTIONS

A.  Management Agreement — Under the Agreement, GSAMI 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, GSAMI 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.

For the six months ended June 30, 2013, contractual and effective net management fees with GSAMI 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
    Effective Net
Management Fee Rate
 
  0.85%        0.77     0.73     0.72     0.71     0.85     0.81 %* 

 

* GSAMI has agreed to waive a portion of its management fee in order to achieve a net management rate, as defined in the Fund’s most recent prospectus. This waiver will be effective through at least April 30, 2014, and prior to such date GSAMI may not terminate the arrangement without approval of the Trustees. The Effective Net Management Rate above is calculated based on management rates before and after the waiver had been adjusted, if applicable. For the six months ended June 30, 2013, GSAMI waived $39,643 of its management fee.

 

16


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

 

 

5.    AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

B.  Distribution and Service Plan — The Trust, on behalf of the Service Shares of the Fund, has adopted a Distribution and Service Plan (the “Plan”). Under the Plan, 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, equal to, on an annual basis, 0.25% of the Fund’s average daily net assets attributable to Service Shares.

C.  Transfer Agency Agreement — Goldman Sachs also serves as the transfer agent of the Fund for a fee pursuant to a Transfer Agency Agreement. The fees charged for such transfer agency services are accrued daily and paid monthly at an annual rate of 0.02% of the average daily net assets of Institutional and Service Shares.

D.  Other Expense Agreements and Affiliated Transactions — GSAMI has agreed to limit certain “Other Expense” of the Fund (excluding transfer agent fees and expenses, taxes, interest, brokerage fees, litigation, indemnification, shareholder meetings and other 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 GSAMI for prior fiscal year expense reimbursements, if any. The Other Expense limitation as an annual percentage rate of average daily net assets for the Fund is 0.144%. This Other Expense limitation will remain in place through at least April 30, 2014, and prior to such date GSAMI may not terminate the arrangement without the approval of the Trustees. For the six months ended June 30, 2013, GSAMI reimbursed $48,247 to the Fund. 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” limitation described above. For the six months ended June 30, 2013, custody fee credits were $1,292.

As of June 30, 2013, the amounts owed to affiliates of the Fund were $130,613, $28,885, and $3,225 for management, distribution and service, and transfer agent fees, respectively.

E.  Line of Credit Facility — As of June 30, 2013, the Fund participated in a $780,000,000 committed, unsecured revolving line of credit facility (the “facility”) together with other funds of the Trust and registered investment companies having management agreements with GSAM or its affiliates (“Other Borrowers”). Pursuant to the terms of the facility, the Fund and Other Borrowers could increase the credit amount by an additional $220,000,000, for a total of up to $1,000,000,000. 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 six months ended June 30, 2013, the Fund did not have any borrowings under the facility. Prior to May 8, 2013, the committed amount available through the facility was $630,000,000.

F. Other Transactions with Affiliates — For the six months ended June 30, 2013, Goldman Sachs earned $103 in brokerage commissions from portfolio transactions, including futures transactions executed with Goldman Sachs as the Futures Commission Merchant, on behalf of the Fund.

6.    PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended June 30, 2013, were $112,381,321 and $123,284,314, respectively.

 

17


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

7.    TAX INFORMATION

 

As of the Fund’s most recent fiscal year end, December 31, 2012, the Fund’s capital loss carryforwards on a tax-basis were as follows:

 

Capital loss carryforwards:(1)   

Expiring 2016

   $ (57,900,490

Expiring 2017

     (63,558,058

Perpetual Long-term

     (1,610,541

Perpetual Short-term

     (2,192,681
Total capital loss carryforwards    $ (125,261,770

 

(1) Expiration occurs on December 31 of the year indicated.

As of June 30, 2013, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:

 

Tax cost    $ 185,773,422   
Gross unrealized gain      14,519,857   
Gross unrealized loss      (8,400,606
Net unrealized security gain    $ 6,119,251   

The difference between GAAP-basis and tax-basis unrealized gains (losses), as of the most recent fiscal year end, is attributable primarily to wash sales and differences in the tax treatment of passive foreign investment company investments.

GSAMI has reviewed the Fund’s tax positions for all open tax years (the current and prior three years, as applicable) and has concluded that no provision for income tax is required in the Fund’s financial statements. Such open tax years remain subject to examination and adjustment by tax authorities.

8.    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. Investments in emerging markets may be subject to greater custody risks than investments in more developed markets. Custody services in emerging market countries are often undeveloped and may be less regulated than in more developed countries, and thus may not afford the same level of investor protection as would apply in developed countries.

Shareholder Concentration Risk — Certain funds, accounts, individuals, or Goldman Sachs affiliates may from time to time own (beneficially or of record) or control a significant percentage of the Fund’s shares. Redemptions by these entities of their holdings in the Fund may impact the Fund’s liquidity and NAV. These redemptions may also force the Fund to sell securities.

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

 

18


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

 

 

8.    OTHER RISKS (continued)

 

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

Investing in foreign markets may involve special risks and considerations not typically associated with investing in the U.S. These risks include revaluation of currencies, high rates of inflation, repatriation restrictions on income and capital, and adverse political and economic developments. Moreover, securities issued in these markets may be less liquid, be subject to government ownership controls, have delayed settlements and their prices may be more volatile than those of comparable securities in the U.S.

9.    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, GSAMI believes the risk of loss under these arrangements to be remote.

10.    SUBSEQUENT EVENTS

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

11.    SUMMARY OF SHARE TRANSACTIONS

Share activity is as follows:

 

     For the Six Months Ended
June 30, 2013
(Unaudited)
     For the Fiscal Year Ended
December 31, 2012
 
      Shares      Dollars      Shares      Dollars  
Institutional Shares            
Shares sold      16,316       $ 145,983         73,062       $ 567,927   
Reinvestment of distributions                      137,392         1,162,337   
Shares redeemed      (619,623      (5,610,291      (1,330,769      (10,618,859
       (603,307      (5,464,308      (1,120,315      (8,888,595
Service Shares            
Shares sold      209,971         1,895,468         701,586         5,481,832   
Reinvestment of distributions                      296,479         2,511,176   
Shares redeemed      (1,165,305      (10,553,203      (2,209,838      (17,763,898
       (955,334      (8,657,735      (1,211,773      (9,770,890
NET DECREASE      (1,558,641    $ (14,122,043      (2,332,088    $ (18,659,485

 

19


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Fund Expenses — Six Month Period Ended June 30, 2013 (Unaudited)   

As a shareholder of Institutional or Service Shares of the Fund, you incur ongoing costs, including management fees, distribution and service (12b-1) fees (with respect to Service Shares) and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Institutional Shares and Service 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 January 1, 2013 through June 30, 2013.

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 ratio 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. As a shareholder of the Fund you do not incur any transaction costs, such as sales charges, redemption fees, or exchange fees, but shareholders of other funds may incur such costs. 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 whose shareholders may incur transaction costs.

 

Share Class   Beginning
Account Value
1/01/13
    Ending
Account Value
6/30/13
    Expenses Paid
for the
6  Months
Ended
6/30/13
*
 
Institutional        
Actual   $ 1,000      $ 1,058.50      $ 4.95   
Hypothetical 5% return     1,000        1,019.98     4.86   
Service        
Actual     1,000        1,056.00        6.22   
Hypothetical 5% return     1,000        1,018.74     6.11   

 

* Expenses are calculated using the Fund’s annualized net expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2013. 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 0.97% and 1.22% for Institutional and Service Shares, respectively.

 

+ 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.

 

20


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

 

Background

The Goldman Sachs Strategic International Equity Fund (the “Fund”) is an investment portfolio of Goldman Sachs Variable Insurance 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 International (the “Investment Adviser”) on behalf of the Fund.

The Management Agreement was most recently approved for continuation until June 30, 2014 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 12-13, 2013 (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 a group 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 its 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:
  (i)   the relative management fee and expense level of the Fund as compared to those of comparable funds managed by other advisers, as provided by the Outside Data Provider; and
  (ii)   the Fund’s expense trends over time;
  (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 undertakings of the Investment Adviser to waive certain fees and limit certain expenses of the Fund that exceed a specified level, and a summary of contractual fee reductions made by the Investment Adviser and its affiliates over the past several years with respect to the Fund;
  (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;

 

21


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

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

 

  (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)   the manner in which portfolio manager compensation is determined, and the number and types of accounts managed by the portfolio managers;
  (m)   the nature and quality of the services provided to the Fund by 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’s Service Shares. 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. 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 and ratings compiled by the Outside Data Provider as of December 31, 2012, and updated performance information prepared by the Investment Adviser using the peer group identified by the Outside Data Provider as of March 31, 2013. The information on the Fund’s investment performance was provided for the one-, three-, five- and ten-year periods ending on the applicable dates. The Trustees also reviewed the Fund’s investment performance over time (including on a year-by-year basis) relative to its performance benchmark. In addition, they considered the investment performance trends of the Fund over time, and reviewed 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.

 

22


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

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

 

The Trustees observed that the Fund’s Service Shares had placed in the first quartile of the Fund’s peer group for the one-year period and in the third quartile for the three- and five-year periods, and had outperformed the Fund’s benchmark index for the one-year period and underperformed for the three- and five-year periods ended March 31, 2013. They noted the portfolio management team’s increased emphasis on internal communication among its analysts and Chief Investment Officers and the recent improvement in the Fund’s performance relative to its peer group.

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 a 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 five-year history comparing 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. 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 undertakings to waive a portion of its management fee and limit certain expenses of the Fund that exceed a specified level. The Trustees also noted that certain changes were being made to existing fee waiver or expense limitation arrangements of the Fund that would have the effect of lowering total Fund expenses, with such changes taking effect in connection with the Fund’s next annual registration statement update. They also noted that the Investment Adviser did not manage institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, and therefore this type of fee comparison was not possible.

In addition, the Trustees noted that shareholders are able to redeem their Fund shares at any time if they 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 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 reviewed the report of the internal audit group within the Goldman Sachs organization, which included an assessment of the reasonableness and consistency of the Investment Adviser’s expense allocation methodology and an evaluation of the accuracy of the Investment Adviser’s profitability analysis calculations. Profitability data for the Trust and the Fund were provided for 2012 and 2011, 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     0.85
Next $1 billion     0.77   
Next $3 billion     0.73   
Next $3 billion     0.72   
Over $8 billion     0.71   

 

23


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

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

 

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 undertakings to waive certain fees and 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.

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 relationship 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 (i) the possibility that the working relationship between the Investment Adviser and the Fund’s third party service providers may cause those service providers to be open to doing 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) improved servicing from vendors because of the volume of business generated by the Investment Adviser and its affiliates; (c) improved 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 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. The Trustees noted the competitive nature of the mutual fund marketplace, and noted further 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 fees paid by the Fund were reasonable in light of the services provided to it by the Investment Adviser, the Investment Adviser’s costs and the Fund’s current and reasonably foreseeable asset levels. The Trustees unanimously concluded that the Investment Adviser’s continued management 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, 2014.

 

24


TRUSTEES   OFFICERS
Ashok N. Bakhru, Chairman   James A. McNamara, President
Donald C. Burke   George F. Travers, Principal Financial Officer
John P. Coblentz, Jr.   Caroline L. Kraus, Secretary
Diana M. Daniels   Scott M. McHugh, Treasurer
Joseph P. LoRusso  
James A. McNamara  
Jessica Palmer  
Alan A. Shuch  
Richard P. Strubel  

GOLDMAN, SACHS & CO.

Distributor and Transfer Agent

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Investment Adviser

200 West Street, New York, New York 10282

GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL

Investment Adviser

Christchurch Court, 10-15 Newgate Street London, EC1A 7HD, England, United Kingdom

Visit our web site at www.goldmansachsfunds.com/vit to obtain the most recent month-end returns.

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 during the most recent 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-621-2550; and (ii) on the Securities and Exchange Commission (“SEC”) web site at http://www.sec.gov.

The 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 Form N-Q is 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. Forms N-Q may be obtained upon request and without charge by calling 1-800-621-2550.

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.

Holdings and allocations shown are as of June 30, 2013 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.

The Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of Morgan Stanley Capital International Inc. (“MSCI”) and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”) and is licensed for use by Goldman Sachs. Neither MSCI, S&P nor any other party involved in making or compiling the GICS or any GICS classifications makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any of such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of their affiliates or any third party involved in making or compiling the GICS or any GICS classifications have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

The portfolio risk management process includes an effort to monitor and manage risk, but does not imply low risk.

Shares of the Goldman Sachs VIT Funds are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you may realize with respect to your investments. Ask your representative for more complete information. Please consider a fund’s objectives, risks and charges and expenses, and read the prospectus carefully before investing. The prospectus contains this and other information about the Fund.

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 Institution or from Goldman, Sachs & Co. by calling 1-800-621-2550.

This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman Sachs Variable Insurance Trust: Goldman Sachs Strategic International Equity Fund.

© 2013 Goldman Sachs. All rights reserved.

VITINTLSAR13/106794.MF.MED.TMPL/8/2013


Goldman

Sachs Variable Insurance Trust

Goldman Sachs

Structured Small Cap Equity Fund

Semi-Annual Report

June 30, 2013

 

LOGO


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY 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.

Shares of the Goldman Sachs Variable Insurance Trust — Goldman Sachs Structured Small Cap Equity Fund are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you realize with respect to your investments. Ask your representative for more complete information. Please consider the Fund’s objective, risks and charges and expenses, and read the Prospectus carefully before investing. The Prospectus contains this and other information about the Fund.

The Goldman Sachs Structured Small Cap Equity Fund invests primarily in a broadly diversified portfolio of equity investments in small-capitalization U.S. issuers, including foreign issuers traded in the United States. The Fund’s equity investments will be subject to market risk, which means that the value of the securities in which it invests may go up or down in response to the prospects of individual companies, particular sectors and/or general economic conditions. The securities of mid- and small- capitalization companies involve greater risks than those associated with larger, more established companies and may be subject to more abrupt or erratic price movements. The Investment Adviser’s use of quantitative models to execute the Fund’s investment strategy may fail to produce the intended result. Different investment styles (e.g., “quantitative”) tend to shift in and out of favor, and at times the Fund may underperform other funds that invest in similar asset classes. The Fund may have a high rate of portfolio turnover, which involves correspondingly greater expenses which must be borne by the Fund, and is also likely to result in short-term capital gains taxable to shareholders.

 

1


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

INVESTMENT OBJECTIVE

The Fund seeks long-term growth of capital.

 

 

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Quantitative Investment Strategies Team discusses the Goldman Sachs Variable Insurance Trust — Goldman Sachs Structured Small Cap Equity Fund’s (the “Fund”) performance and positioning for the six-month period ended June 30, 2013 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Institutional and Service Shares generated cumulative total returns of 14.63% and 14.55%, respectively. These returns compare to the 15.86% cumulative total return of the Fund’s benchmark, the Russell 2000® Index (with dividends reinvested) (the “Russell Index”), during the same time period.

What economic and market factors most influenced the equity markets as a whole during the annual period?

Representing the U.S. equity market, the S&P® 500 Index gained 13.82% during the Reporting Period, making it the strongest first half since 1998.

U.S. equities, as represented by the S&P® 500 Index, extended their rally from 2012 with a strong first quarter in 2013. Indeed, the S&P® 500 Index finished the first quarter of 2013 with significant gains, making a five-year high during these months. The Dow Jones Industrial Average also hit a new record high during the first calendar quarter.

Despite the overhang of automatic spending cuts, or sequestration, that went into effect in March 2013, U.S. equity markets reflected a variety of improving economic indicators. Strong momentum in the housing market continued, as the Case-Shiller Index of house prices rose 8.1% in January 2013, year-over-year the fastest pace since mid-2006. The employment picture also improved, with the unemployment rate dropping to 7.7%. Strong retail sales suggested consumers may have been feeling the effects of better housing and labor market conditions.

After a strong start to the second quarter of 2013, bullish sentiment began to fade, and the U.S. equity rally halted in mid-May 2013 when Federal Reserve (“Fed”) Chair Bernanke announced the potential “tapering” of the pace of quantitative easing asset purchases. U.S. equity markets reacted negatively again in June to news the slowing of the asset purchase program could begin later this year, with the program ending by the middle of 2014 if the economy grows as expected. U.S. equity markets calmed toward the end of the month as a downward revision of first quarter Gross Domestic Product (“GDP”) from 2.4% to 1.8% supported reassurance from the Fed that it would only begin reducing asset purchases if the economy was clearly on track. Still, the S&P® 500 Index declined modestly in June 2013, ending seven consecutive months of gains and muting returns for the quarter as a whole. Even with that, both the S&P® 500 Index and the Dow Jones Industrial Average made fresh record highs fueled by the continued strong rebound in house prices during the second calendar quarter, and returns for the Reporting Period overall were still significantly up.

For the Reporting Period as a whole, the Russell Index, representing the U.S. small-cap equity market, rose 15.86%. All ten sectors in the Russell Index were up, with the consumer discretionary, consumer staples and health care sectors gaining the most. Materials, energy and utilities were weakest, though still producing positive returns.

All segments of the U.S. equity market advanced during the Reporting Period, with small-cap stocks, as measured by the Russell Index gaining most, followed by mid-cap stocks and then large-cap stocks, as measured by the Russell Midcap® Index and the Russell 1000® Index, respectively. From a style perspective, value-oriented stocks solidly outpaced growth-oriented stocks in the large-cap and mid-cap segments of the U.S. equity market; however, growth stocks substantially outperformed value stocks in the small-cap segment of the U.S. equity market. (All as measured by the Russell Investments indices.)

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

The Fund underperformed the Russell Index during the Reporting Period. While our quantitative model’s investment themes added to relative performance overall, security selection dragged down relative results during the Reporting Period.

 

 

2


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

What impact did the Fund’s investment themes have on performance during the Reporting Period?

As expected, and in keeping with our investment approach, our quantitative model and its six investment themes — Valuation, Profitability, Quality, Management, Momentum and Sentiment — had the greatest impact on relative performance. We use these themes to take a long-term view of market patterns and look for inefficiencies, selecting stocks for the Fund and overweighting or underweighting the ones chosen by the model. Over time and by design, the performance of any one of the model’s investment themes tends to have a low correlation with the model’s other themes, demonstrating the diversification benefit of the Fund’s theme-driven quantitative model. The variance in performance supports our research indicating that the diversification provided by the Fund’s different investment themes is a significant investment advantage over the long term, even though the Fund may experience underperformance in the short term. Of course, diversification does not protect an investor from market risk nor does it ensure a profit.

During the Reporting Period, two of our six investment themes — Momentum and Valuation — contributed positively to the Fund’s relative performance. The Momentum theme seeks to predict drifts in stock prices caused by delayed investor reaction to company-specific information and information about related companies. Valuation attempts to capture potential mispricings of securities, typically by comparing a measure of the company’s intrinsic value to its market value.

The Fund’s Profitability, Management and Sentiment themes detracted. The Profitability theme assesses whether a company is earning more than its cost of capital. The Management theme assesses the characteristics, policies and strategic decisions of company management. The Sentiment theme reflects selected investment views and decisions of individuals and financial intermediaries. The Quality theme, which assesses both firm and financial quality, had a relatively neutral impact during the Reporting Period.

How did the Fund’s sector and industry allocations affect relative performance?

In constructing the Fund’s portfolio, we focus on picking stocks rather than making industry or sector bets. Consequently, the Fund is similar to its benchmark, the Russell Index, in terms of its sector allocation and style. We manage the Fund’s industry and sector exposure by including industry factors in our risk model and by explicitly penalizing industry and sector deviations from the benchmark index in optimization. Sector weights or changes in weights generally do not have a meaningful impact on relative performance.

Did stock selection help or hurt Fund performance during the Reporting Period?

We seek to outpace the Russell Index by overweighting stocks that we expect to outperform and underweighting those that we think may lag. We also build positions based on our thematic views. For example, the Fund aims to hold a basket of stocks with more favorable Momentum characteristics than the benchmark index. During the Reporting Period, stock selection overall detracted from the Fund’s relative performance.

Security selection in the consumer discretionary, energy and industrials sectors dampened the Fund’s results relative to the Russell Index. Stock selection in the information technology, consumer staples and materials sectors contributed positively to the Fund’s relative returns.

Which individual stock positions contributed the most to the Fund’s relative returns during the Reporting Period?

The Fund benefited most from overweight positions in e-commerce services provider Zillow, biopharmaceutical company Pharmacyclics and hardwood flooring retailer Lumber Liquidators Holdings. We chose to overweight Zillow because of our positive views on Momentum and Profitability. The Fund was overweight Pharmacyclics due to our positive views on Momentum and Valuation. The Fund was overweight Lumber Liquidators Holdings as a result of our positive views on Profitability and Quality.

Which individual positions detracted from the Fund’s results during the Reporting Period?

Detracting most from the Fund’s results relative to its benchmark index were overweight positions in biopharmaceutical company Affymax, air bed mattress retailer Select Comfort and oil refiner and convenience store operator Alon USA Energy. The Fund was overweight Affymax due to our positive views on Momentum and Quality. Our positive views on Profitability and Momentum led us to overweight Select Comfort. We chose to overweight Alon USA Energy because of our positive views on Quality and Valuation.

 

 

3


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

How did the Fund use derivatives during the Reporting Period?

During the Reporting Period, we did not use derivatives as part of an active management strategy to add value to the Fund’s results. However, we used equity index futures contracts, on an opportunistic basis, to equitize the Fund’s excess cash holdings. In other words, we put the Fund’s excess cash holdings to work by using them as collateral for the purchase of stock futures.

Did you make any enhancements to your quantitative models during the Reporting Period?

We continuously look for ways to improve our investment process. During the second quarter of 2013, we implemented enhancements to our Valuation theme through the introduction of more industry specific models, including a model tailored to the banking industry. We believe these industry specific models should allow us to capture industry-specific dynamics and local knowledge while retaining our systematic approach.

What was the Fund’s sector positioning relative to its benchmark index at the end of the Reporting Period?

As of June 30, 2013, the Fund was overweight the industrials and consumer discretionary sectors relative to the Russell Index. The Fund was underweight energy, information technology and utilities and was rather neutrally weighted in health care, materials, financials, consumer staples and telecommunication services compared to the benchmark index on the same date.

What is your strategy going forward for the Fund?

Looking ahead, we continue to believe that less expensive stocks should outpace more expensive stocks, and stocks with good momentum should outperform those with poor momentum. We intend to maintain our focus on seeking companies about which fundamental research analysts are becoming more positive as well as profitable companies with sustainable earnings and a track record of using their capital to enhance shareholder value. As such, we anticipate remaining fully invested with long-term performance likely to be the result of stock selection rather than sector or capitalization allocations.

We stand behind our investment philosophy that sound economic investment principles, coupled with a disciplined quantitative approach, can provide strong, uncorrelated returns over the long term. Our research agenda is robust, and we continue to enhance our existing models, add new proprietary forecasting signals and improve our trading execution as we seek to provide the most value to our shareholders.

 

4


FUND BASICS

 

Structured Small Cap Equity Fund

as of June 30, 2013

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/2013    One Year      Five Years      Ten Years      Since Inception      Inception Date
Institutional      19.98      9.43      7.55      5.63    2/13/98
Service      19.70         9.13         N/A         4.93       8/31/07

 

1  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 (“NAV”). Because Institutional Shares and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, 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 total return figures in the above chart. Please visit www.goldmansachsfunds.com/vit to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Institutional        0.81      0.97
Service        1.06         1.22   

 

2  The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectus for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2014, 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 6/30/20133

 

Holding      % of Total Net Assets      Line of Business
Questcor Pharmaceuticals, Inc.        0.8%       Pharmaceuticals, Biotechnology & Life Sciences
Aspen Technology, Inc.        0.7      Software & Services
Papa John’s International, Inc.        0.7      Consumer Services
Pilgrim’s Pride Corp.        0.7      Food, Beverage & Tobacco
Allegiant Travel Co.        0.7      Transportation
Tenneco, Inc.        0.7      Automobiles & Components
PrivateBancorp, Inc.        0.7      Banks
Centene Corp.        0.7      Health Care Equipment & Services
Biglari Holdings, Inc.        0.7      Consumer Services
Hancock Holding Co.        0.7      Banks

 

3  The top ten holdings may not be representative of the Fund’s future investments.

 

5


FUND BASICS

 

FUND VS. BENCHMARK SECTOR ALLOCATIONS4

As of June 30, 2013

 

 

 

LOGO

 

 

 

4  The Fund is actively managed and, as such, its composition may differ over time. Consequently, the Fund’s overall sector allocations may differ from percentages contained in the graph above. The graph categorizes investments using Global Industry Classification Standard (“GICS”), however, the sector classifications used by the portfolio management team may differ from GICS. The percentage shown for each investment category reflects the value of investments in that category as a percentage of market value (excluding investments in the securities lending reinvestment vehicle, if any). Investments in securities lending reinvestment vehicle represents 5.6% of the Fund’s net assets at June 30, 2013. 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.

 

6


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

Schedule of Investments

June 30, 2013 (Unaudited)

 

Shares     Description   Value  
  Common Stocks – 96.9%   

 

Automobiles & Components – 2.0%

  

  5,085      Cooper Tire & Rubber Co.   $ 168,670   
  20,749      Dana Holding Corp.     399,626   
  5,542      Gentex Corp.     127,743   
  5,736      Modine Manufacturing Co.*     62,408   
  6,436      Standard Motor Products, Inc.     221,012   
  17,049      Stoneridge, Inc.*     198,450   
  11,232      Superior Industries International, Inc.     193,303   
  17,744      Tenneco, Inc.*     803,448   
  1,992      Visteon Corp.*     125,735   
   

 

 

 
      2,300,395   

 

 

 

 

Banks – 5.7%

  

  4,876      1st Source Corp.     115,854   
  24,418      Astoria Financial Corp.     263,226   
  3,420      BancorpSouth, Inc.     60,534   
  2,273      BOK Financial Corp.     145,586   
  17,261      Columbia Banking System, Inc.     410,984   
  12,928      CVB Financial Corp.     152,033   
  6,132      First Bancorp, Inc.     107,187   
  19,124      First Financial Bancorp     284,948   
  12,553      First Interstate Bancsystem, Inc.     260,224   
  9,402      FirstMerit Corp.     188,322   
  7,037      Great Southern Bancorp, Inc.     189,718   
  25,720      Hancock Holding Co.     773,400   
  1,042      Home BancShares, Inc.     27,061   
  18,697      International Bancshares Corp.     422,178   
  3,260      Oritani Financial Corp.     51,117   
  5,952      PacWest Bancorp     182,429   
  37,349      PrivateBancorp, Inc.     792,172   
  11,699      Renasant Corp.     284,754   
  1,689      Republic Bancorp, Inc. Class A     37,023   
  2,511      State Bank Financial Corp.     37,740   
  42,126      Susquehanna Bancshares, Inc.     541,319   
  1,506      Texas Capital Bancshares, Inc.*     66,806   
  46,228      Umpqua Holdings Corp.     693,882   
  10,374      Wintrust Financial Corp.     397,117   
   

 

 

 
      6,485,614   

 

 

 

 

Capital Goods – 9.4%

  

  10,245      AAR Corp.     225,185   
  1,312      Acuity Brands, Inc.     99,082   
  3,473      AECOM Technology Corp.*     110,407   
  1,857      Alamo Group, Inc.     75,803   
  3,990      Albany International Corp. Class A     131,590   
  7,887      Alliant Techsystems, Inc.     649,337   
  3,352      American Science & Engineering, Inc.     187,712   
  5,860      American Woodmark Corp.*     203,342   
  8,625      Astec Industries, Inc.     295,751   
  14,104      Brady Corp. Class A     433,416   
  18,605      Briggs & Stratton Corp.     368,379   
  2,026      Carlisle Companies, Inc.     126,240   
  2,338      Donaldson Co., Inc.     83,373   
  6,847      Ducommun, Inc.*     145,567   
  8,338      Encore Wire Corp.     284,326   
  15,590      EnerSys, Inc.     764,534   

 

 

 
  Common Stocks – (continued)   

 

Capital Goods – (continued)

  

  665      Esterline Technologies Corp.*   $ 48,073   
  21,359      Exelis, Inc.     294,541   
  12,057      Hyster-Yale Materials Handling, Inc.     757,059   
  715      IDEX Corp.     38,474   
  13,364      John Bean Technologies Corp.     280,778   
  6,356      Kadant, Inc.     191,761   
  5,298      Lennox International, Inc.     341,933   
  22,793      LSI Industries, Inc.     184,395   
  8,267      Lydall, Inc.*     120,698   
  9,579      Miller Industries, Inc.     147,325   
  10,181      Mueller Industries, Inc.     513,428   
  14,516      Orbital Sciences Corp.*     252,143   
  23,539      Spirit Aerosystems Holdings, Inc. Class A*     505,618   
  9,156      Taser International, Inc.*     78,009   
  15,438      Tecumseh Products Co. Class A*     168,737   
  4,028      Tennant Co.     194,432   
  14,333      Trex Co., Inc.*     680,674   
  15,484      Universal Forest Products, Inc.     618,121   
  7,644      WABCO Holdings, Inc.*     570,930   
  3,891      Watsco, Inc.     326,688   
  4,280      Watts Water Technologies, Inc. Class A     194,055   
   

 

 

 
      10,691,916   

 

 

 

 

Commercial & Professional Services – 3.3%

  

  11,013      CDI Corp.     155,944   
  3,172      Consolidated Graphics, Inc.*     149,116   
  9,051      Deluxe Corp.     313,617   
  8,302      Heidrick & Struggles International, Inc.     138,809   
  2,587      ICF International, Inc.*     81,516   
  11,844      Insperity, Inc.     358,873   
  41,384      Kelly Services, Inc. Class A     722,978   
  13,701      Kforce, Inc.     200,035   
  19,148      Kimball International, Inc. Class B     185,927   
  8,571      Manpowergroup, Inc.     469,691   
  2,003      Mine Safety Appliances Co.     93,240   
  4,136      Quad/Graphics, Inc.     99,678   
  50,203      Steelcase, Inc. Class A     731,960   
   

 

 

 
      3,701,384   

 

 

 

 

Consumer Durables & Apparel – 3.0%

  

  4,349      Beazer Homes USA, Inc.*(a)     76,194   
  7,770      Blyth, Inc.(a)     108,469   
  17,024      Brunswick Corp.     543,917   
  2,494      Columbia Sportswear Co.(a)     156,249   
  2,729      CSS Industries, Inc.     68,034   
  11,917      Ethan Allen Interiors, Inc.     343,210   
  4,838      Harman International Industries, Inc.     262,220   
  94,917      Hovnanian Enterprises, Inc. Class A*(a)     532,484   
  3,533      KB Home     69,353   
  2,162      Libbey, Inc.*     51,823   
  10,087      Movado Group, Inc.     341,243   
  3,351      NACCO Industries, Inc. Class A     191,945   
  8,858      Perry Ellis International, Inc.     179,906   
  6,985      PulteGroup, Inc.*     132,505   

 

 

 

 

The accompanying notes are an integral part of these financial statements.   7


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

Schedule of Investments (continued)

June 30, 2013 (Unaudited)

 

Shares      Description    Value  
  Common Stocks – (continued)   

 

Consumer Durables & Apparel – (continued)

  

  2,266       Skechers U.S.A., Inc. Class A*    $ 54,407   
  31,220       Smith & Wesson Holding Corp.*(a)      311,576   
     

 

 

 
        3,423,535   

 

 

 

 

Consumer Services – 6.8%

  

  13,616       Ameristar Casinos, Inc.      357,965   
  28,198       Apollo Group, Inc. Class A*      499,668   
  9,497       Ascent Capital Group, Inc. Class A*      741,431   
  10,369       Bally Technologies, Inc.*      585,019   
  1,893       Biglari Holdings, Inc.*      776,887   
  27,212       Boyd Gaming Corp.*      307,496   
  1,148       CEC Entertainment, Inc.      47,114   
  12,665       Coinstar, Inc.*(a)      743,055   
  12,554       Domino’s Pizza, Inc.      730,015   
  12,097       K12, Inc.*      317,788   
  6,406       Krispy Kreme Doughnuts, Inc.*      111,785   
  12,539       Papa John’s International, Inc.*      819,674   
  2,360       Red Robin Gourmet Burgers, Inc.*      130,225   
  14,399       Regis Corp.      236,431   
  3,348       Strayer Education, Inc.(a)      163,483   
  28,631       Texas Roadhouse, Inc.      716,348   
  8,729       The Cheesecake Factory, Inc.      365,658   
     

 

 

 
        7,650,042   

 

 

 

 

Diversified Financials – 7.5%

  

  84,534       Apollo Investment Corp.      654,293   
  1,383       Arlington Asset Investment Corp. Class A      36,981   
  58,847       BGC Partners, Inc. Class A      346,609   
  33,495       BlackRock Kelso Capital Corp.      313,513   
  8,920       Cash America International, Inc.      405,503   
  4,742       CBOE Holdings, Inc.      221,167   
  10,509       Cohen & Steers, Inc.      357,096   
  5,352       DFC Global Corp.*      73,911   
  677       Diamond Hill Investment Group, Inc.      57,579   
  22,035       Federated Investors, Inc. Class B(a)      603,979   
  2,184       Financial Engines, Inc.      99,569   
  4,733       FXCM, Inc. Class A      77,669   
  7,909       GAMCO Investors, Inc. Class A      438,238   
  14,135       Gladstone Capital Corp.      115,483   
  16,159       Greenhill & Co., Inc.      739,113   
  6,474       Interactive Brokers Group, Inc. Class A      103,390   
  4,080       Investment Technology Group, Inc.*      57,038   
  77,699       Janus Capital Group, Inc.      661,218   
  3,908       LPL Financial Holdings, Inc.      147,566   
  9,610       MarketAxess Holdings, Inc.      449,268   
  16,671       Nelnet, Inc. Class A      601,656   
  11,578       NGP Capital Resources Co.      70,973   
  19,949       PHH Corp.*      406,561   
  4,105       Piper Jaffray Companies*      129,759   
  4,181       Safeguard Scientifics, Inc.*      67,105   
  7,520       The NASDAQ OMX Group, Inc.      246,581   

 

 

 
  Common Stocks – (continued)   

 

Diversified Financials – (continued)

  

  6,665       Waddell & Reed Financial, Inc. Class A    $ 289,928   
  7,619       Walter Investment Management Corp.*      257,598   
  12,713       WisdomTree Investments, Inc.*      147,089   
  4,019       World Acceptance Corp.*(a)      349,412   
     

 

 

 
        8,525,845   

 

 

 

 

Energy – 3.2%

  

  39,587       Alon USA Energy, Inc.      572,428   
  3,425       Contango Oil & Gas Co.      115,594   
  17,503       Delek US Holdings, Inc.      503,736   
  4,590       EXCO Resources, Inc.      35,068   
  14,187       Exterran Holdings, Inc.*      398,938   
  2,985       Green Plains Renewable Energy, Inc.*      39,760   
  5,326       Helix Energy Solutions Group, Inc.*      122,711   
  19,422       Parker Drilling Co.*      96,722   
  986       SEACOR Holdings, Inc.      81,887   
  19,820       Ship Finance International Ltd.      294,129   
  8,922       Stone Energy Corp.*      196,552   
  2,150       Tesoro Corp.      112,488   
  23,445       W&T Offshore, Inc.      335,029   
  26,005       Western Refining, Inc.      729,960   
     

 

 

 
        3,635,002   

 

 

 

 

Food & Staples Retailing – 0.4%

  

  5,935       Harris Teeter Supermarkets, Inc.      278,114   
  11,024       The Pantry, Inc.*      134,272   
     

 

 

 
        412,386   

 

 

 

 

Food, Beverage & Tobacco – 2.3%

  

  1,297       J&J Snack Foods Corp.      100,907   
  8,801       Lancaster Colony Corp.      686,390   
  54,325       Pilgrim’s Pride Corp.*      811,615   
  10,887       Sanderson Farms, Inc.      723,115   
  85       Seaboard Corp.      230,180   
     

 

 

 
        2,552,207   

 

 

 

 

Health Care Equipment & Services – 5.3%

  

  807       Align Technology, Inc.*      29,891   
  7,711       Amedisys, Inc.*      89,602   
  10,455       AMN Healthcare Services, Inc.*      149,715   
  5,133       Bio-Reference Labs, Inc.*(a)      147,574   
  14,939       Centene Corp.*      783,700   
  8,512       Cyberonics, Inc.*      442,283   
  5,051       Cynosure, Inc. Class A*      131,225   
  8,987       HealthSouth Corp.*      258,825   
  9,557       Hill-Rom Holdings, Inc.      321,880   
  13,814       Invacare Corp.      198,369   
  31,683       Kindred Healthcare, Inc.*      415,998   
  7,286       Magellan Health Services, Inc.*      408,599   
  16,986       Masimo Corp.      360,103   
  3,166       Meridian Bioscience, Inc.      68,069   
  18,488       Molina Healthcare, Inc.*      687,384   
  13,358       PharMerica Corp.*      185,142   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

Shares      Description    Value  
  Common Stocks – (continued)   

 

Health Care Equipment & Services – (continued)

  

  39,739       Select Medical Holdings Corp.    $ 325,860   
  22,345       Skilled Healthcare Group, Inc. Class A*      149,265   
  3,704       Triple-S Management Corp. Class B*      79,525   
  8,175       Vascular Solutions, Inc.*      120,254   
  11,314       Volcano Corp.*      205,123   
  7,604       WellCare Health Plans, Inc.*      422,402   
     

 

 

 
        5,980,788   

 

 

 

 

Household & Personal Products – 0.8%

  

  22,134       Central Garden and Pet Co. Class A*      152,725   
  2,720       Nu Skin Enterprises, Inc. Class A      166,246   
  7,863       USANA Health Sciences, Inc.*      569,124   
     

 

 

 
        888,095   

 

 

 

 

Insurance – 1.7%

  

  19,600       Amtrust Financial Services, Inc.(a)      699,720   
  6,045       First American Financial Corp.      133,232   
  4,129       Global Indemnity PLC*      97,238   
  4,624       Maiden Holdings Ltd.      51,881   
  524       StanCorp Financial Group, Inc.      25,891   
  5,546       Stewart Information Services Corp.      145,250   
  45,967       Symetra Financial Corp.      735,012   
     

 

 

 
        1,888,224   

 

 

 

 

Materials – 5.0%

  

  18,629       A. Schulman, Inc.      499,630   
  4,380       Boise, Inc.      37,405   
  2,685       Chemtura Corp.*      54,505   
  13,751       Coeur Mining, Inc.*      182,888   
  12,488       Globe Specialty Metals, Inc.      135,745   
  5,503       Graphic Packaging Holding Co.*      42,593   
  3,972       Koppers Holdings, Inc.      151,651   
  28,097       Kraton Performance Polymers, Inc.*      595,656   
  14,155       Materion Corp.      383,459   
  9,789       Minerals Technologies, Inc.      404,677   
  12,567       OM Group, Inc.*      388,572   
  5,686       OMNOVA Solutions, Inc.*      45,545   
  12,306       Packaging Corp. of America      602,502   
  20,594       Resolute Forest Products, Inc.*      271,223   
  13,090       Schnitzer Steel Industries, Inc. Class A      306,044   
  4,270       Schweitzer-Mauduit International, Inc.      212,988   
  48,974       Senomyx, Inc.*      106,763   
  12,931       Stepan Co.      719,093   
  7,613       SunCoke Energy, Inc.*      106,734   
  4,983       The Valspar Corp.      322,251   
  1,735       Worthington Industries, Inc.      55,017   
     

 

 

 
        5,624,941   

 

 

 
  Common Stocks – (continued)   

 

Media – 1.2%

  

  7,957       Arbitron, Inc.    $ 369,603   
  8,061       Entercom Communications Corp. Class A*      76,096   
  7,679       Harte-Hanks, Inc.      66,040   
  25,431       Journal Communications, Inc. Class A*      190,478   
  6,827       LIN TV Corp. Class A*      104,453   
  8,126       Live Nation Entertainment, Inc.*      125,953   
  1,482       Meredith Corp.      70,691   
  11,925       Scholastic Corp.      349,283   
     

 

 

 
        1,352,597   

 

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences – 7.7%

  

  3,702       Acorda Therapeutics, Inc.*      122,129   
  35,100       Affymetrix, Inc.*      155,844   
  7,042       Arena Pharmaceuticals, Inc.*(a)      54,224   
  4,749       Auxilium Pharmaceuticals, Inc.*      78,976   
  1,638       BioMarin Pharmaceutical, Inc.*      91,384   
  14,355       Cambrex Corp.*      200,539   
  17,622       Cepheid, Inc.*      606,549   
  1,591       Charles River Laboratories International, Inc.*      65,279   
  14,815       Cubist Pharmaceuticals, Inc.*      715,565   
  22,468       Curis, Inc.*(a)      71,673   
  14,888       Emergent Biosolutions, Inc.*      214,685   
  21,806       Genomic Health, Inc.*      691,468   
  15,855       Isis Pharmaceuticals, Inc.*      426,024   
  6,289       Luminex Corp.*      129,616   
  21,278       MannKind Corp.*(a)      138,307   
  37,989       Momenta Pharmaceuticals, Inc.*      572,114   
  16,822       PAREXEL International Corp.*      772,803   
  82,833       PDL BioPharma, Inc.(a)      639,471   
  20,135       Questcor Pharmaceuticals, Inc.      915,337   
  5,588       Sangamo Biosciences, Inc.*      43,642   
  22,137       Santarus, Inc.*      465,984   
  25,949       Sciclone Pharmaceuticals, Inc.*      128,707   
  9,629       Seattle Genetics, Inc.*      302,928   
  8,709       United Therapeutics Corp.*      573,227   
  24,797       Warner Chilcott PLC Class A      492,964   
     

 

 

 
        8,669,439   

 

 

 

 

Real Estate – 7.0%

  

  7,859       Acadia Realty Trust (REIT)      194,039   
  6,401       Agree Realty Corp. (REIT)      188,957   
  3,809       Altisource Residential Corp.*      63,572   
  9,162       American Assets Trust, Inc. (REIT)      282,739   
  1,545       Aviv REIT, Inc. (REIT)      39,073   
  8,729       Corrections Corp. of America (REIT)      295,651   
  37,814       Cousins Properties, Inc. (REIT)      381,921   
  22,685       DCT Industrial Trust, Inc. (REIT)      162,198   
  3,849       DiamondRock Hospitality Co. (REIT)      35,873   
  5,575       EastGroup Properties, Inc. (REIT)      313,705   
  2,179       Extra Space Storage, Inc. (REIT)      91,365   

 

 

 

 

The accompanying notes are an integral part of these financial statements.   9


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

Schedule of Investments (continued)

June 30, 2013 (Unaudited)

 

Shares      Description    Value  
  Common Stocks – (continued)   

 

Real Estate – (continued)

  

  20,890       Franklin Street Properties Corp. (REIT)    $ 275,748   
  16,513       Getty Realty Corp. (REIT)      340,993   
  29,026       Healthcare Realty Trust, Inc. (REIT)      740,163   
  3,478       Highwoods Properties, Inc. (REIT)      123,852   
  7,161       Inland Real Estate Corp. (REIT)      73,185   
  2,515       Jones Lang LaSalle, Inc.      229,217   
  517       National Health Investors, Inc. (REIT)      30,948   
  5,580       Pennsylvania Real Estate Investment Trust (REIT)      105,350   
  18,524       Potlatch Corp. (REIT)      749,111   
  664       PS Business Parks, Inc. (REIT)      47,921   
  7,364       Realogy Holdings Corp.*      353,767   
  7,090       Regency Centers Corp. (REIT)      360,243   
  18,638       Ryman Hospitality Properties (REIT)(a)      727,068   
  7,051       Taubman Centers, Inc. (REIT)      529,883   
  21,629       The Geo Group, Inc. (REIT)      734,305   
  11,699       The St. Joe Co.*      246,264   
  3,365       Urstadt Biddle Properties, Inc. Class A (REIT)      67,872   
  6,926       Washington Real Estate Investment Trust (REIT)      186,379   
     

 

 

 
        7,971,362   

 

 

 

 

Retailing – 3.4%

  

  23,351       American Eagle Outfitters, Inc.      426,389   
  10,565       ANN, Inc.*      350,758   
  1,689       Blue Nile, Inc.*      63,810   
  7,834       Brown Shoe Co., Inc.      168,666   
  3,287       Destination Maternity Corp.      80,860   
  4,673       Express, Inc.*      97,993   
  3,225       Fred’s, Inc. Class A      49,955   
  17,987       GameStop Corp. Class A(a)      755,994   
  3,812       Hibbett Sports, Inc.*      211,566   
  909       Lithia Motors, Inc. Class A      48,459   
  4,178       Lumber Liquidators Holdings, Inc.*      325,341   
  29,004       OfficeMax, Inc.      296,711   
  36,244       Orbitz Worldwide, Inc.*      291,039   
  5,630       Penske Automotive Group, Inc.      171,940   
  3,682       Stage Stores, Inc.      86,527   
  4,655       The Buckle, Inc.      242,153   
  3,767       The Children’s Place Retail Stores, Inc.*      206,432   
  582       Vitamin Shoppe, Inc.*      26,097   
     

 

 

 
        3,900,690   

 

 

 

 

Semiconductors & Semiconductor Equipment – 4.0%

  

  19,137       Advanced Energy Industries, Inc.*      333,175   
  3,036       Cabot Microelectronics Corp.*      100,218   
  55,442       Cypress Semiconductor Corp.*      594,893   
  7,015       DSP Group, Inc.*      58,295   
  12,007       First Solar, Inc.*      537,073   
  10,463       International Rectifier Corp.*      219,095   

 

 

 
  Common Stocks – (continued)   

 

Semiconductors & Semiconductor Equipment – (continued)

  

  28,994       Micrel, Inc.    $ 286,461   
  3,572       MKS Instruments, Inc.      94,801   
  12,198       OmniVision Technologies, Inc.*      227,493   
  14,736       Photronics, Inc.*      118,772   
  27,640       PLX Technology, Inc.*      131,566   
  46,718       Rambus, Inc.*      401,308   
  9,655       RF Micro Devices, Inc.*      51,654   
  26,081       Spansion, Inc. Class A*      326,534   
  9,580       SunEdison, Inc.*      78,268   
  36,507       SunPower Corp.*(a)      755,695   
  7,557       Veeco Instruments, Inc.*      267,669   
     

 

 

 
        4,582,970   

 

 

 

 

Software & Services – 6.9%

  

  19,752       Accelrys, Inc.*      165,917   
  20,407       Acxiom Corp.*      462,831   
  938       AOL, Inc.*      34,218   
  28,615       Aspen Technology, Inc.*      823,826   
  2,221       Blucora, Inc.*      41,177   
  3,064       Cardtronics, Inc.*      84,566   
  39,913       Ciber, Inc.*      133,309   
  3,961       Convergys Corp.      69,040   
  22,918       CoreLogic, Inc.*      531,010   
  11,209       CSG Systems International, Inc.*      243,235   
  18,157       Digital River, Inc.*      340,807   
  10,855       Euronet Worldwide, Inc.*      345,840   
  3,102       Forrester Research, Inc.      113,812   
  10,625       Global Cash Access Holdings, Inc.*      66,513   
  3,417       Heartland Payment Systems, Inc.      127,283   
  12,225       Lionbridge Technologies, Inc.*      35,453   
  3,391       Manhattan Associates, Inc.*      261,650   
  12,050       ManTech International Corp. Class A      314,746   
  29,241       Marchex, Inc. Class B      176,031   
  36,072       Mentor Graphics Corp.      705,208   
  3,180       Monotype Imaging Holdings, Inc.      80,804   
  6,823       OpenTable, Inc.*      436,331   
  2,340       Pandora Media, Inc.*      43,056   
  7,763       QAD, Inc. Class A      89,119   
  3,116       RealPage, Inc.*      57,148   
  4,286       Take-Two Interactive Software, Inc.*      64,161   
  8,794       TeleTech Holdings, Inc.*      206,043   
  4,485       Travelzoo, Inc.*      122,261   
  29,789       ValueClick, Inc.*      735,193   
  9,657       VistaPrint NV*(a)      476,766   
  15,136       WebMD Health Corp.*      444,544   
     

 

 

 
        7,831,898   

 

 

 

 

Technology Hardware & Equipment – 3.5%

  

  48,347       ARRIS Group, Inc.*      693,779   
  8,559       Aruba Networks, Inc.*      131,466   
  17,986       AVX Corp.      211,335   
  18,055       Benchmark Electronics, Inc.*      362,906   
  4,725       Calix, Inc.*      47,723   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

Shares      Description    Value  
  Common Stocks – (continued)   

 

Technology Hardware & Equipment – (continued)

  

  41,270       Extreme Networks*    $ 142,382   
  1,565       FEI Co.      114,229   
  12,043       Fusion-io, Inc.*      171,492   
  17,225       Harmonic, Inc.*      109,379   
  31,123       Imation Corp.*      131,650   
  16,954       InterDigital, Inc.      756,996   
  4,552       Methode Electronics, Inc.      77,430   
  23,506       Symmetricom, Inc.*      105,542   
  10,352       Synaptics, Inc.*      399,173   
  3,393       SYNNEX Corp.*      143,456   
  49,840       Tellabs, Inc.      98,683   
  19,076       Vishay Intertechnology, Inc.*      264,966   
     

 

 

 
        3,962,587   

 

 

 

 

Telecommunication Services – 0.4%

  

  15,011       Cbeyond, Inc.*      117,686   
  1,551       Cogent Communications Group, Inc.      43,661   
  8,305       magicJack VocalTec Ltd.*(a)      117,848   
  11,582       USA Mobility, Inc.      157,168   
     

 

 

 
        436,363   

 

 

 

 

Transportation – 4.5%

  

  14,196       Alaska Air Group, Inc.*      738,192   
  7,607       Allegiant Travel Co.      806,266   
  9,765       Celadon Group, Inc.      178,211   
  1,457       Con-way, Inc.      56,765   
  24,604       Heartland Express, Inc.      341,257   
  70,802       JetBlue Airways Corp.*      446,053   
  22,013       Knight Transportation, Inc.      370,259   
  29,138       Pacer International, Inc.*      183,861   
  20,752       Republic Airways Holdings, Inc.*      235,120   
  11,514       Saia, Inc.*      345,074   
  24,874       SkyWest, Inc.      336,794   
  16,809       Swift Transportation Co.*      278,021   
  6,053       Universal Truckload Services, Inc.*      145,938   
  27,475       Werner Enterprises, Inc.      664,071   
     

 

 

 
        5,125,882   

 

 

 

 

Utilities – 1.9%

  

  14,255       Black Hills Corp.      694,931   
  14,319       Genie Energy Ltd. Class B*      131,019   
  4,972       Northwest Natural Gas Co.      211,211   
  11,716       Portland General Electric Co.      358,392   
  12,972       Southwest Gas Corp.      606,960   
  1,914       The Empire District Electric Co.      42,701   
  2,046       UIL Holdings Corp.      78,260   
     

 

 

 
        2,123,474   

 

 

 
 
 
TOTAL INVESTMENTS BEFORE SECURITIES LENDING
REINVESTMENT VEHICLE
  
  
  (Cost $96,529,840)    $ 109,717,636   

 

 

 

 

Shares      Rate    Value  
  Securities Lending Reinvestment Vehicle(b)(c) – 5.6%   

 
 

Goldman Sachs Financial Square Money Market Fund —
FST Shares

  
  

  6,378,759       0.069%    $ 6,378,759   
  (Cost $6,378,759)   

 

 

 
  TOTAL INVESTMENTS – 102.5%   
  (Cost $102,908,599)    $ 116,096,395   

 

 

 

 
 

LIABILITIES IN EXCESS OF
OTHER ASSETS – (2.5)%

     (2,851,036

 

 

 
  NET ASSETS – 100.0%    $ 113,245,359   

 

 

 

 

The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
*   Non-income producing security.
(a)   All or a portion of security is on loan.
(b)   Variable rate security. Interest rate disclosed is that which is in effect at June 30, 2013.
(c)   Represents an affiliated issuer.

 

Investment Abbreviation:
REIT   —Real Estate Investment Trust

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

Statement of Assets and Liabilities

June 30, 2013 (Unaudited)

 

  
Assets:       

Investments in unaffiliated issuers, at value (cost $96,529,840)(a)

   $ 109,717,636   

Investments in affiliated securities lending reinvestment vehicle, at value which equals cost

     6,378,759   

Cash

     3,151,880   

Receivables:

  

Investments sold

     4,159,087   

Dividends

     132,407   

Fund shares sold

     31,355   

Reimbursement from investment adviser

     18,325   

Securities lending income

     14,129   

Other assets

     662   
Total assets      123,604,240   
  
  
Liabilities:       

Payables:

  

Payable upon return of securities loaned

     6,378,759   

Investments purchased

     3,660,537   

Fund shares redeemed

     178,852   

Amounts owed to affiliates

     72,606   

Accrued expenses

     68,127   
Total liabilities      10,358,881   
  
Net Assets:       

Paid-in capital

     94,211,174   

Undistributed net investment income

     1,446,701   

Accumulated net realized gain

     4,399,688   

Net unrealized gain

     13,187,796   
NET ASSETS    $ 113,245,359   

Net Assets:

  

Institutional

   $ 88,910,609   

Service

     24,334,750   

Total Net Assets

   $ 113,245,359   

Shares of beneficial interest outstanding $0.001 par value (unlimited shares authorized):

  

Institutional

     6,102,490   

Service

     1,679,277   

Net asset value, offering and redemption price per share:

  

Institutional

     $14.57   

Service

     14.49   

(a) Includes loaned securities having a market value of $6,219,739.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

Statement of Operations

For the Six Months Ended June 30, 2013 (Unaudited)

 

  
Investment income:  

Dividends

   $ 841,632   

Securities lending income — affiliated issuer

     183,405   
Total investment income      1,025,037   
  
Expenses:       

Management fees

     419,598   

Custody, accounting and administrative services

     35,909   

Distribution and Service fees — Service Class

     30,143   

Professional fees

     28,822   

Printing and mailing costs

     21,741   

Transfer Agent fees(a)

     11,188   

Trustee fees

     8,870   

Other

     5,496   
Total expenses      561,767   

Less — expense reductions

     (77,808
Net expenses      483,959   
NET INVESTMENT INCOME      541,078   
  
Realized and unrealized gain (loss):       

Net realized gain from:

  

Investments

     13,343,714   

Futures contracts

     433,602   

Net change in unrealized gain (loss) on:

  

Investments

     885,791   

Futures contracts

     (40,649
Net realized and unrealized gain      14,622,458   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $ 15,163,536   

(a) Institutional and Service Shares had Transfer Agent fees of $8,777 and $2,411, respectively.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

Statements of Changes in Net Assets

 

     For the
Six Months Ended
June 30, 2013
(Unaudited)
     For the
Fiscal Year Ended
December 31, 2012
 
     
From operations:  

Net investment income

   $ 541,078       $ 1,680,469   

Net realized gain (includes payment by affiliate relating to certain investment transactions)

     13,777,316         18,963,045   

Net change in unrealized gain (loss)

     845,142         (7,217,052
Net increase in net assets resulting from operations      15,163,536         13,426,462   
     
Distributions to shareholders:              

From net investment income

     

Institutional Shares

             (973,309

Service Shares

             (210,796
Total distributions to shareholders              (1,184,105
     
From share transactions:              

Proceeds from sales of shares

     5,915,690         8,018,264   

Reinvestment of distributions

             1,184,105   

Cost of shares redeemed

     (13,468,887      (26,738,222
Net decrease in net assets resulting from share transactions      (7,553,197      (17,535,853
TOTAL INCREASE (DECREASE)      7,610,339         (5,293,496
     
Net assets:              

Beginning of period

     105,635,020         110,928,516   

End of period

   $ 113,245,359       $ 105,635,020   
Undistributed net investment income    $ 1,446,701       $ 905,623   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

          Income (loss) from
investment operations
    Distributions to shareholders                                            
Year - Share Class   Net asset
value,
beginning
of period
    Net
investment
income
    Net
realized
and
unrealized
gain (loss)
    Total from
investment
operations
    From net
investment
income
    From
net
realized
gains
    Total
distributions
    Net asset
value,
end of
period
    Total
return(a)
    Net assets,
end of
period
(in 000s)
    Ratio of
net expenses
to average
net assets
    Ratio of
total
expenses
to average
net assets
    Ratio of
net investment
income
to average
net assets
    Portfolio
turnover
rate(b)
 

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2013 - Institutional

  $ 12.71      $ 0.07 (c)(d)    $ 1.79      $ 1.86      $      $      $      $ 14.57        14.63   $ 88,911        0.81 %(e)      0.95 %(e)      1.02 %(d)(e)      82

2013 - Service

    12.65        0.05 (c)(d)      1.79        1.84                             14.49        14.55        24,335        1.06 (e)      1.20 (e)      0.77 (d)(e)      82   
                           

FOR THE FISCAL YEARS ENDED DECEMBER 31,

 

2012 - Institutional

    11.40        0.19 (c)(f)      1.27 (g)      1.46        (0.15            (0.15     12.71        12.79 (g)      82,961        0.81        0.97        1.55 (f)      95   

2012 - Service

    11.35        0.17 (c)(f)      1.25 (g)      1.42        (0.12            (0.12     12.65        12.47 (g)      22,674        1.06        1.22        1.34 (f)      95   

2011 - Institutional

    11.42        0.06 (c)(h)      0.02 (i)      0.08        (0.10            (0.10     11.40        0.67        87,956        0.83        0.99        0.55 (h)      33   

2011 - Service

    11.37        0.03 (c)(h)      0.02 (i)      0.05        (0.07            (0.07     11.35        0.41        22,973        1.08        1.24        0.30 (h)      33   

2010 - Institutional

    8.82        0.08 (c)(j)      2.58        2.66        (0.06            (0.06     11.42        30.12        106,646        0.85        0.97        0.82 (j)      63   

2010 - Service

    8.78        0.06 (c)(j)      2.56        2.62        (0.03            (0.03     11.37        29.86        27,428        1.10        1.22        0.58 (j)      63   

2009 - Institutional

    6.98        0.08 (c)(k)      1.85        1.93        (0.09            (0.09     8.82        27.67        95,334        0.86        1.02        1.03 (k)      212   

2009 - Service

    6.96        0.07 (c)(k)      1.83        1.90        (0.08            (0.08     8.78        27.26        23,291        1.11        1.27        0.83 (k)      212   

2008 - Institutional

    10.71        0.09 (l)      (3.74     (3.65     (0.06     (0.02     (0.08     6.98        (33.95     86,253        0.86        1.06        0.85 (l)      189   

2008 - Service

    10.71        0.06 (l)      (3.73     (3.67     (0.06     (0.02     (0.08     6.96        (34.16     6,464        1.11        1.31        1.92 (l)      189   

 

(a) Assumes investment at the net asset value at the beginning of the period, reinvestment of all distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(b) 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.
(c) Calculated based on the average shares outstanding methodology.
(d) Reflects income recognized from special dividends which amounted to $0.02 per share and 0.27% of average net assets.
(e) Annualized.
(f) Reflects income recognized from special dividends which amounted to $0.08 per share and 0.62% of average net assets.
(g) Reflects payment from affiliate relating to certain investment transactions which amounted to $0.04 per share. Excluding such payment, the total return would have been 12.44% and 12.12%, respectively.
(h) Reflects income recognized from special dividends which amounted to $0.02 per share and 0.21% of average net assets.
(i) Reflects an increase of $0.02 due to payments received for class action settlements received this year.
(j) Reflects income recognized from special dividends which amounted to $0.04 per share and 0.43% of average net assets.
(k) Reflects income recognized from special dividends which amounted to $0.03 per share and 0.43% of average net assets.
(l) Reflects income recognized from special dividends which amounted to $0.01 per share and 0.14% of average net assets.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

Notes to Financial Statements

June 30, 2013 (Unaudited)

 

1.    ORGANIZATION

 

Goldman Sachs Variable Insurance Trust (the “Trust” or “VIT”) 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 Structured Small Cap Equity Fund (the “Fund”). The Fund is a diversified portfolio under the Act offering two classes of shares — Institutional and Service Shares. Shares of the Trust are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies.

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

2.    SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and require management to make estimates and assumptions that may affect the reported amounts and disclosures. Actual results may differ from those estimates and assumptions.

A.  Investment Valuation — The Fund’s valuation policy is to value investments at fair value.

B.  Investment Income and Investments — Investment income includes interest income and dividend income, net of any foreign withholding taxes, less any amounts reclaimable. Interest income is accrued daily and adjusted for amortization of premiums and accretion of discounts. Dividend income is recognized on ex-dividend date or, for certain foreign securities, as soon as such information is obtained subsequent to the ex-dividend date. Investment transactions are reflected on trade date. Realized gains and losses are calculated using identified cost. Investment transactions are recorded on the following business day for daily net asset value (“NAV”) calculations. Any foreign capital gains tax is accrued daily based upon net unrealized gains, and is payable upon sale of such investments. Distributions received from the Fund’s investments in United States (“U.S.”) real estate investment trusts (“REITs”) may be characterized as ordinary income, net capital gain or a return of capital. A return of capital is recorded by the Fund as a reduction to the cost basis of the REIT.

For derivative contracts, realized gains and losses are recorded upon settlement of the contract.

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 and Transfer Agent fees. Non-class specific expenses directly incurred by the 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.

D.  Federal Taxes and Distributions to Shareholders — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to regulated investment companies (mutual funds) and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, the Fund is not required to make any provisions for the payment of federal income tax. Distributions to shareholders are recorded on the ex-dividend date. Income and capital gains distributions, if any, are declared and paid annually.

Net capital losses are carried forward to future fiscal years and may be used to the extent allowed by the Code to offset any future capital gains. Utilization of capital loss carryforwards will reduce the requirement of future capital gains distributions.

Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

 

16


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

2.    SIGNIFICANT ACCOUNTING POLICIES (continued)

 

The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with federal income tax rules, which may differ from GAAP. The source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income, net realized gain or capital. Certain components of the Fund’s net assets on the Statement of Assets and Liabilities reflect permanent GAAP/tax differences based on the appropriate tax character.

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS

The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these investments. The three levels of the fair value hierarchy are described below:

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 — Quoted prices in markets that are not active or financial instruments for which significant inputs are observable (including, but not limited to, quoted prices for similar investments, interest rates, foreign exchange rates, volatility and credit spreads), either directly or indirectly;

Level 3 — Prices or valuations that require significant unobservable inputs (including GSAM’s assumptions in determining fair value measurement).

The Trustees have adopted Valuation Procedures that govern the valuation of the portfolio investments held by the Fund, including investments for which market quotations are not readily available. The Trustees have delegated to GSAM day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Fund’s portfolio investments. To assess the continuing appropriateness of pricing sources and methodologies, GSAM regularly performs price verification procedures and issues challenges as necessary to third party pricing vendors or brokers, and any differences are reviewed in accordance with the Valuation Procedures.

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.

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

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

that have occurred subsequent to the close of the foreign securities exchange. These investments are generally classified as Level 2 of the fair value hierarchy.

Debt Securities — Debt securities for which market quotations are readily available are valued daily on the basis of quotations supplied by dealers or an independent pricing service approved by the Trustees. The pricing services may use valuation models or matrix pricing, which consider: (i) yield or price with respect to bonds that are considered comparable in characteristics such as rating, interest rate and maturity date or (ii) quotations from securities dealers to determine current value. Short-term debt obligations that mature in sixty days or less and that do not exhibit signs of credit deterioration are valued at amortized cost, which 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.

Derivative contracts — A derivative is an instrument whose value is derived from underlying assets, indices, reference rates or a combination of these factors.

Exchange-traded derivatives, including futures contracts, typically fall within Level 1 of the fair value hierarchy. Over-the-counter (“OTC”) derivatives are valued using market transactions and other market evidence, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence.

i.  Futures Contracts — Futures contracts are contracts to buy or sell a standardized quantity of a specified commodity or security and are valued based on exchanged settlement prices or independent market quotes. Futures contracts are valued at the last settlement price, or in the absence of a sale, the last bid price for long positions and at the last ask price for short positions, at the end of each day on the board of trade or exchange upon which they are traded. Upon entering into a futures contract, the Fund deposits cash or securities in an account on behalf of the broker in an amount sufficient to meet the initial margin requirement. Subsequent payments are made or received by the Fund equal to the daily change in the contract value and are recorded as variation margin receivable or payable with a corresponding offset to unrealized gains or losses.

B.  Level 3 Fair Value Investments — To the extent that 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.

 

 

18


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

C.  Fair Value Hierarchy — The following is a summary of the Fund’s investments and derivatives classified in the fair value hierarchy as of June 30, 2013:

 

Investment Type      Level 1        Level 2        Level 3  
Assets               
Common Stock and/or Other Equity Investments      $ 109,717,636         $         $   
Securities Lending Reinvestment Vehicle        6,378,759                       
Total      $ 116,096,395         $         $   

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

4.    INVESTMENTS IN DERIVATIVES

The following table sets forth, by certain risk types, the Fund’s gains (losses) related to these derivatives and their indicative volumes for the six months ended June 30, 2013. These instruments were used to meet the Fund’s investment objectives and to obtain and/or manage exposure related to the risks below. These gains (losses) should be considered in the context that these derivative contracts may have been executed to economically hedge certain investments, and accordingly, certain gains (losses) on such derivative contracts may offset certain (losses) gains attributable to investments. These gains (losses) are included in “Net realized gain (loss)” or “Net change in unrealized gain (loss)” on the Statement of Operations:

 

Risk    Statement of Operations  

Net

Realized
Gain (Loss)

    Net Change in
Unrealized
Gain (Loss)
    Average
Number of
Contracts(a)
 
Equity    Net realized gain (loss) from futures contracts/Net change in unrealized gain (loss) on futures contracts   $ 433,602      $ (40,649     17   

 

(a) Average number of contracts is based on the average of month end balances for the six months ended June 30, 2013.

 

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.

For the six months ended June 30, 2013, contractual and effective net management fees with GSAM were at the following rates:

 

Contractual Management Fee Rate        
First
$2 billion
    Next
$3 billion
    Next
$3 billion
    Over
$8 billion
    Effective
Rate
    Effective Net
Management Fee Rate
 
  0.75%        0.68     0.65     0.64     0.75     0.70 %* 

 

* GSAM has agreed to waive a portion of its management fee in order to achieve a net management rate, as defined in the Fund’s most recent prospectus. This waiver will be effective through at least April 30, 2014, and prior to such date GSAM may not terminate the arrangement without approval of the Trustees. The Effective Net Management Rate above is calculated based on management rates before and after the waivers had been adjusted, if applicable. For the six months ended June 30, 2013, GSAM waived $27,974 of its management fee.

 

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

5.    AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

B.  Distribution and Service Plan — The Trust, on behalf of the Service Shares of the Fund, has adopted a Distribution and Service Plan (the “Plan”). Under the Plan, 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, equal to, on an annual basis, 0.25% of the Fund’s average daily net assets attributable to Service Shares.

C.  Transfer Agency Agreement — Goldman Sachs also serves as the transfer agent of the Fund for a fee pursuant to Transfer Agency Agreement. The fees charged for such transfer agency services are accrued daily and paid monthly at an annual rate of 0.02% of the average daily net assets of Institutional and Service Shares.

D.  Other Expense Agreements and Affiliated Transactions — GSAM has agreed to limit certain “Other Expense” of the Fund (excluding transfer agent fees and expenses, taxes, interest, brokerage fees, litigation, indemnification, shareholder meeting and other 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 limitation as an annual percentage rate of average daily net assets for the Fund is 0.094%. This Other Expense limitation will remain in place through at least April 30, 2014, and prior to such date GSAM may not terminate the arrangement without the approval of the Trustees. For the six months ended June 30, 2013, GSAM reimbursed $48,210 to the Fund. 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” limitation described above. For the six months ended June 30, 2013, custody fee credits were $1,624.

As of June 30, 2013, the amounts owed to affiliates of the Funds were $65,675, $5,055, and $1,876 for management, distribution and service, and transfer agent fees, respectively.

E.  Line of Credit Facility — As of June 30, 2013, the Fund participated in a $780,000,000 committed, unsecured revolving line of credit facility (the “facility”) together with other funds of the Trust and registered investment companies having management agreements with GSAM or its affiliates (“Other Borrowers”). Pursuant to the terms of the facility, the Fund and Other Borrowers could increase the credit amount by an additional $220,000,000, for a total of up to $1,000,000,000. 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 six months ended June 30, 2013, the Fund did not have any borrowings under the facility. Prior to May 8, 2013, the committed amount available through the facility was $630,000,000.

F.  Other Transactions with Affiliates — For the six months ended June 30, 2013, Goldman Sachs earned $208 in brokerage commissions from portfolio transactions, including futures transactions executed with Goldman Sachs as the Futures Commission Merchant, on behalf of the Fund.

On October 1, 2012, GSAM reimbursed the Fund in the amount of $334,715 to rectify a data issue in its portfolio management decision making process.

6.    PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended June 30, 2013, were $89,520,493 and $96,200,417, respectively.

 

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

7.    SECURITIES LENDING

 

Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and the terms and conditions contained therein, the Fund may lend its securities through a securities lending agent, Goldman Sachs Agency Lending (“GSAL”), a wholly-owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs and affiliates. In accordance with the Fund’s securities lending procedures, the Fund receives cash collateral at least equal to the market value of the securities on loan. The market value of the loaned securities is determined at the close of business of the Fund, at their last sale price or official closing price on the principal exchange or system on which they are traded, and any additional required collateral is delivered to the Fund on the next business day. As with other extensions of credit, the Fund may experience a delay in the recovery of its securities or incur a loss should the borrower of the securities breach its agreement with the Fund or become insolvent at a time when the collateral is insufficient to cover the cost of repurchasing securities on loan. Dividend income received from securities on loan may not be subject to withholding taxes and therefore withholding taxes paid may differ from the amounts listed in the Statement of Operations.

The Fund invests the cash collateral received in connection with securities lending transactions in the Goldman Sachs Financial Square Money Market Fund (“Money Market Fund”), a separate series of the Trust. The Money Market Fund, deemed an affiliate of the Trust, is registered under the Act as an open end investment company, is subject to Rule 2a-7 under the Act, and is managed by GSAM, for which GSAM may receive an investment advisory fee of up to 0.205% on an annualized basis of the average daily net assets of the Money Market Fund.

In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) No. 2011-11: Disclosures about Offsetting Assets and Liabilities (“netting”) on the Statement of Assets and Liabilities that are subject to master netting arrangements or similar agreements. ASU 2011-11 was amended by ASU No. 2013-01, clarifying which investments and transactions are subject to the netting disclosure. The scope of the disclosure requirements is limited to derivative instruments, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions. This information is intended to enable users of the Fund’s financial statements to evaluate the effect or potential effect of netting arrangements on the Fund’s financial position. The ASU is effective for financial statements with fiscal years beginning on or after January 1, 2013, and interim periods within those fiscal years. The Fund adopted the disclosure requirement on netting for the current reporting period. Since these amended principles require additional disclosures concerning offsetting and related arrangements, adoption did not affect the Fund’s financial condition or result of operations.

For financial reporting purposes, the Fund does not offset financial assets and financial liabilities that are subject to master netting arrangements or similar agreements on the Statement of Assets and Liabilities.

In the event of a default by a borrower with respect to any loan, GSAL will exercise any and all remedies provided under the applicable borrower agreement to make the Fund whole. These remedies include purchasing replacement securities by applying the collateral held from the defaulting broker against the purchase cost of the replacement securities. If, despite such efforts by GSAL to exercise these remedies, the Fund sustains losses as a result of a borrower’s default, GSAL indemnifies the Fund by purchasing replacement securities at its expense, or paying the Fund an amount equal to the market value of the replacement securities, subject to an exclusion for any shortfalls resulting from a loss of value in the cash collateral pool due to reinvestment risk and a requirement that the Fund agrees to assign rights to the collateral to GSAL for purpose of using the collateral to cover purchase of replacement securities as more fully described in the Securities Lending Agency Agreement.

At June 30, 2013, the Fund’s loaned securities were all subject to enforceable Securities Lending Agreements. Securities lending transactions on a net basis were as follows:

 

Securities Lending Transactions          
Total gross amount presented in Statement of Assets and Liabilities      $ 6,219,739   
Cash Collateral offsetting        (6,217,999
Net Amount(1)(2)      $ 1,740   

 

(1) Under-collateralized amount related to one borrower at June 30, 2013. Per standard market practice, the additional required collateral was delivered to the Fund on the next business day.
(2) Net amount represents the net amount due from the borrower or GSAL in the event of a default based on the contractual set-off rights under the agreement.

 

21


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

7.    SECURITIES LENDING (continued)

 

Both the Fund and GSAL received compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the six months ended June 30, 2013, is reported under Investment Income on the Statement of Operations. A portion of this amount, $50,988, represents compensation earned by the Fund from lending its securities to Goldman Sachs. For the six months ended June 30, 2013, GSAL earned $20,468 in fees as securities lending agent.

The following table provides information about the Fund’s investment in the Money Market Fund for the six months ended June 30, 2013:

 

Number of

Shares Held

Beginning of Period

    Shares Bought     Shares Sold    

Number of

Shares Held
End of Period

   

Value at End

of Period

 
  6,912,300        31,651,384        (32,184,925     6,378,759      $ 6,378,759   

8.    TAX INFORMATION

As of the Fund’s most recent fiscal year end, December 31, 2012, the Fund’s capital loss carryforwards and certain timing differences, on a tax-basis were as follows:

 

Capital loss carryforwards:(1)   

Expiring 2017

   $ (7,962,084
Timing differences (Post October Loss Deferrals and other timing differences relating to REITs and other investments)    $ (1,006,470

 

(1) Expiration occurs on December 31 of the year indicated.

As of June 30, 2013, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:

 

Tax cost    $ 103,149,242   
Gross unrealized gain      16,863,051   
Gross unrealized loss      (3,915,898
Net unrealized security gain    $ 12,947,153   

The difference between GAAP-basis and tax-basis unrealized gains (losses), as of the most recent fiscal year end, is attributable primarily to wash sales, net mark to market gains (losses) on regulated futures contracts and, differences in the tax treatment of underlying fund investments.

GSAM has reviewed the Fund’s tax positions for all open tax years (the current and prior three years, as applicable) and has concluded that no provision for income tax is required in the Fund’s financial statements. Such open tax years remain subject to examination and adjustment by tax authorities.

9.    OTHER RISKS

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

Shareholder Concentration Risk — Certain funds, accounts, individuals, or Goldman Sachs affiliates may from time to time own (beneficially or of record) or control a significant percentage of the Fund’s shares. Redemptions by these entities of their holdings in the Fund may impact the Fund’s liquidity and NAV. These redemptions may also force the Fund to sell securities.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

9.    OTHER RISKS (continued)

 

Liquidity Risk — The Fund may make investments that are illiquid or that may become less liquid in response to market developments or adverse investor perceptions. Illiquid investments may be more difficult to value. Liquidity risk may also refer to the risk that a Fund will not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. To meet redemption requests, the 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 fails to perform or that an institution or entity with which the Fund has unsettled or open transactions defaults.

10.    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.

11.    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.

12.    SUMMARY OF SHARE TRANSACTIONS

 

Share activity is as follows:

 

     For the Six Months Ended
June 30, 2013
(Unaudited)
    For the Fiscal Year Ended
December 31, 2012
 
      Shares     Dollars     Shares     Dollars  
Institutional Shares         
Shares sold      409,796      $ 5,773,195        620,226      $ 7,785,373   
Reinvestment of distributions                    77,554        973,309   
Shares redeemed      (836,613     (11,740,808     (1,884,899     (23,416,189
       (426,817     (5,967,613     (1,187,119     (14,657,507
Service Shares         
Shares sold      10,446        142,495        18,946        232,891   
Reinvestment of distributions                    16,864        210,796   
Shares redeemed      (123,069     (1,728,079     (267,680     (3,322,033
       (112,623     (1,585,584     (231,870     (2,878,346
NET DECREASE      (539,440   $ (7,553,197     (1,418,989   $ (17,535,853

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

Fund Expenses — Six Month Period Ended June 30, 2013 (Unaudited)   

As a shareholder of Institutional or Service Shares of the Fund, you incur ongoing costs, including management fees, distribution and service (12b-1) fees (with respect to Service Shares) and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Institutional Shares and Service 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 January 1, 2013 through June 30, 2013.

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 ratio 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. As a shareholder of the Fund you do not incur any transaction costs, such as sales charges, redemption fees, or exchange fees, but shareholders of other funds may incur such costs. 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 whose shareholders may incur transaction costs.

 

Share Class   Beginning
Account Value
1/01/13
    Ending
Account Value
6/30/13
    Expenses Paid
for the
6  Months
Ended
6/30/13
*
 
Institutional        
Actual   $ 1,000      $ 1,146.30      $ 4.31   
Hypothetical 5% return     1,000        1,020.78     4.06   
Service        
Actual     1,000        1,145.50        5.64   
Hypothetical 5% return     1,000        1,019.54     5.31   

 

* Expenses are calculated using the Fund’s annualized net expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2013. 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 0.81% and 1.06% for Institutional and Service Shares, respectively.

 

+ 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.

 

24


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

 

Background

The Goldman Sachs Structured Small Cap Equity Fund (the “Fund”) is an investment portfolio of Goldman Sachs Variable Insurance 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, 2014 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 12-13, 2013 (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 a group 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:
  (i)   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;
  (ii)   the Fund’s expense trends over time; and
  (iii)   to the extent the Investment Adviser manages institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, comparative information on the advisory fees charged and services provided to those accounts by the Investment Adviser;
  (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 undertakings of the Investment Adviser to waive certain fees and limit certain expenses of the Fund that exceed a specified level, and a summary of contractual fee reductions made by the Investment Adviser and its affiliates over the past several years with respect to the Fund;
  (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, securities lending, portfolio trading, distribution and other services;

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

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

 

  (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, other information regarding portfolio trading and how the Investment Adviser carries out its duty to seek best execution;
  (l)   the manner in which portfolio manager compensation is determined, and the number and types of accounts managed by the portfolio managers;
  (m)   the nature and quality of the services provided to the Fund by 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’s Service Shares. 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. 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 and ratings compiled by the Outside Data Provider as of December 31, 2012, and updated performance information prepared by the Investment Adviser using the peer group identified by the Outside Data Provider as of March 31, 2013. The information on the Fund’s investment performance was provided for the one-, three-, five- and ten-year periods ending on the applicable dates. The Trustees also reviewed the Fund’s investment performance over time (including on a year-by-year basis) relative to its performance benchmark. In addition, they considered the investment performance trends of the Fund over time, and reviewed 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.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

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

 

The Trustees observed that the Fund’s Service Shares had placed in the top half of the Fund’s peer group for the three- and five-year periods and in the fourth quartile for the one-year period, and had outperformed the Fund’s benchmark index for the three- and five-year periods and underperformed its benchmark index for the one-year period ended March 31, 2013. They noted the additions of certain key hires to senior management in 2011, and recognized the portfolio management team’s continuing efforts to further enhance its investment models.

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 a 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 five-year history comparing 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. 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 undertakings to waive a portion of its management fee and limit certain expenses of the Fund that exceed a specified level. They also considered, to the extent that the Investment Adviser manages institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, comparative fee information for services provided by the Investment Adviser to those accounts, and information that indicated that services provided to the Fund differed in various significant respects from the services provided to institutional accounts, which generally operated under less stringent legal and regulatory structures, required fewer services from the Investment Adviser to a smaller number of client contact points, were less time-intensive and paid lower fees.

In addition, the Trustees noted that shareholders are able to redeem their Fund shares at any time if they 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 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 reviewed the report of the internal audit group within the Goldman Sachs organization, which included an assessment of the reasonableness and consistency of the Investment Adviser’s expense allocation methodology and an evaluation of the accuracy of the Investment Adviser’s profitability analysis calculations. Profitability data for the Trust and the Fund were provided for 2012 and 2011, 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 $2 billion     0.75
Next $3 billion     0.68   
Next $3 billion     0.65   
Over $8 billion     0.64   

 

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED SMALL CAP EQUITY FUND

 

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

 

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 undertakings to waive certain fees and 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.

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 relationship 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) trading efficiencies resulting from aggregation of orders of the Fund with those for other funds or accounts managed by the Investment Adviser; (d) fees earned by Goldman Sachs Agency Lending, an affiliate of the Investment Adviser, as securities lending agent (and fees earned by the Investment Adviser for managing the fund in which the Fund’s cash collateral is invested); (e) the Investment Adviser’s ability to leverage the infrastructure designed to service the Fund on behalf of its other clients; (f) the Investment Adviser’s ability to cross-market other products and services to Fund shareholders; (g) Goldman Sachs’ retention of certain fees as Fund Distributor; (h) the Investment Adviser’s ability to negotiate better pricing with custodians on behalf of its other clients, as a result of the relationship with the Fund; and (i) the possibility that the working relationship between the Investment Adviser and the Fund’s third party service providers may cause those service providers to be open to doing 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. In looking at the benefits to Goldman Sachs Agency Lending and the Investment Adviser from the securities lending program, they noted that the Fund also benefited from its participation in the securities lending program.

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) improved servicing from vendors because of the volume of business generated by the Investment Adviser and its affiliates; (c) improved 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 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. The Trustees noted the competitive nature of the mutual fund marketplace, and noted further 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 fees paid by the Fund were reasonable in light of the services provided to it by the Investment Adviser, the Investment Adviser’s costs and the Fund’s current and reasonably foreseeable asset levels. The Trustees unanimously concluded that the Investment Adviser’s continued management 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, 2014.

 

28


TRUSTEES   OFFICERS
Ashok N. Bakhru, Chairman   James A. McNamara, President
Donald C. Burke   George F. Travers, Principal Financial Officer
John P. Coblentz, Jr.   Caroline L. Kraus, Secretary
Diana M. Daniels   Scott M. McHugh, Treasurer
Joseph P. LoRusso  
James A. McNamara  
Jessica Palmer  
Alan A. Shuch  
Richard P. Strubel  

GOLDMAN, SACHS & CO.

Distributor and Transfer Agent

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Investment Adviser

200 West Street, New York

New York 10282

Visit our web site at www.goldmansachsfunds.com/vit to obtain the most recent month-end returns.

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 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-621-2550; and (ii) on the Securities and Exchange Commission (“SEC”) web site at http://www.sec.gov.

The 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 Form N-Q is 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. Forms N-Q may be obtained upon request and without charge by calling 1-800-621-2550.

Holdings and allocations shown are as of June 30, 2013 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.

The Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of Morgan Stanley Capital International Inc. (“MSCI”) and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”) and is licensed for use by Goldman Sachs. Neither MSCI, S&P nor any other party involved in making or compiling the GICS or any GICS classifications makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any of such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of their affiliates or any third party involved in making or compiling the GICS or any GICS classifications have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

The portfolio risk management process includes an effort to monitor and manage risk, but does not imply low risk.

Shares of the Goldman Sachs VIT Funds are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you may realize with respect to your investments. Ask your representative for more complete information. Please consider a fund’s objectives, risks and charges and expenses, and read the prospectus carefully before investing. The prospectus contains this and other information about the Fund.

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 Institution or from Goldman, Sachs & Co. by calling 1-800-621-2550.

This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman Sachs Variable Insurance Trust: Goldman Sachs Structured Small Cap Equity Fund.

© 2013 Goldman Sachs. All rights reserved.

VITSCSAR13/106802.MF.MED.TMPL/8/2013


Goldman

Sachs Variable Insurance Trust

Goldman Sachs

Structured U.S. Equity Fund

 

Semi-Annual Report

June 30, 2013

 

LOGO


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY 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.

Shares of the Goldman Sachs Variable Insurance Trust — Goldman Sachs Structured U.S. Equity Fund are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you realize with respect to your investments. Ask your representative for more complete information. Please consider the Fund’s objective, risks and charges and expenses, and read the Prospectus carefully before investing. The Prospectus contains this and other information about the Fund.

The Goldman Sachs Structured U.S. Equity Fund invests primarily in a diversified portfolio of equity investments in U.S. issuers, including foreign issuers traded in the United States. The Fund’s equity investments will be subject to market risk, which means that the value of the securities in which it invests may go up or down in response to the prospects of individual companies, particular sectors and/or general economic conditions. The Investment Adviser’s use of quantitative models to execute the Fund’s investment strategy may fail to produce the intended result. Different investment styles (e.g., “quantitative”) tend to shift in and out of favor, and at times the Fund may underperform other funds that invest in similar asset classes. The Fund may have a high rate of portfolio turnover, which involves correspondingly greater expenses which must be borne by the Fund, and is also likely to result in short-term capital gains taxable to shareholders.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY FUND

 

INVESTMENT OBJECTIVE

The Fund seeks long-term growth of capital and dividend income.

 

 

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Quantitative Investment Strategies Team discusses the Goldman Sachs Variable Insurance Trust — Goldman Sachs Structured U.S. Equity Fund’s (the “Fund”) performance and positioning for the six-month period ended June 30, 2013 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Institutional and Service Shares generated cumulative total returns of 15.65% and 15.54%, respectively. These returns compare to the 13.82% cumulative total return of the Fund’s benchmark, the Standard & Poor’s® 500 Index (with dividends reinvested) (the “S&P® 500 Index”), during the same time period.

What economic and market factors most influenced the equity markets as a whole during the Reporting Period?

Representing the U.S. equity market, the S&P® 500 Index gained 13.82% during the Reporting Period, making it the strongest first half since 1998.

U.S. equities, as represented by the S&P® 500 Index, extended their rally from 2012 with a strong first quarter in 2013. Indeed, the S&P® 500 Index finished the first quarter of 2013 with significant gains, making a five-year high during these months. The Dow Jones Industrial Average also hit a new record high during the first calendar quarter.

Despite the overhang of automatic spending cuts, or sequestration, that went into effect in March 2013, U.S. equity markets reflected a variety of improving economic indicators. Strong momentum in the housing market continued, as the Case-Shiller Index of house prices rose 8.1% in January 2013, year-over-year the fastest pace since mid-2006. The employment picture also improved, with the unemployment rate dropping to 7.7%. Strong retail sales suggested consumers may have been feeling the effects of better housing and labor market conditions.

After a strong start to the second quarter of 2013, bullish sentiment began to fade, and the U.S. equity rally halted in mid-May 2013 when Federal Reserve (“Fed”) Chair Bernanke announced the potential “tapering” of the pace of quantitative easing asset purchases. U.S. equity markets reacted negatively again in June to news the slowing of the asset purchase program could begin later this year, with the program ending by the middle of 2014 if the economy grows as expected. U.S. equity markets calmed toward the end of the month as a downward revision of first quarter Gross Domestic Product (“GDP”) from 2.4% to 1.8% supported reassurance from the Fed that it would only begin reducing asset purchases if the economy was clearly on track. Still, the S&P® 500 Index declined modestly in June 2013, ending seven consecutive months of gains and muting returns for the quarter as a whole. Even with that, both the S&P® 500 Index and the Dow Jones Industrial Average made fresh record highs fueled by the continued strong rebound in house prices during the second calendar quarter, and returns for the Reporting Period overall were still significantly up.

For the Reporting Period as a whole, all ten sectors within the S&P® 500 Index posted gains. Health care did best, followed closely by consumer discretionary and financials. Conversely, materials performed worst, as commodity prices were volatile in part due to a slowing Chinese economy. Information technology, utilities, telecommunication services and energy were also comparatively weak, though still producing positive returns.

All segments of the U.S. equity market advanced during the Reporting Period, with small-cap stocks, as measured by the Russell 2000® Index gaining most, followed by mid-cap stocks and then large-cap stocks, as measured by the Russell Midcap® Index and the Russell 1000® Index, respectively. From a style perspective, value-oriented stocks solidly outpaced growth-oriented stocks in the large-cap and mid-cap segments of the U.S. equity market; however, growth stocks substantially outperformed value stocks in the small-cap segment of the U.S. equity market. (All as measured by the Russell Investments indices.)

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

The Fund outperformed the S&P 500 Index during the Reporting Period. Our stock selection and quantitative model’s investment themes added to relative performance overall.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY FUND

 

What impact did the Fund’s investment themes have on performance during the Reporting Period?

As expected, and in keeping with our investment approach, our quantitative model and its six investment themes (Valuation, Profitability, Quality, Management, Momentum and Sentiment) had the greatest impact on relative performance. We use these themes to take a long-term view of market patterns and look for inefficiencies, selecting stocks for the Fund and overweighting or underweighting the ones chosen by the model. Over time and by design, the performance of any one of the model’s investment themes tends to have a low correlation with the model’s other themes, demonstrating the diversification benefit of the Fund’s theme-driven quantitative model. The variance in performance supports our research indicating that the diversification provided by the Fund’s different investment themes is a significant investment advantage over the long term, even though the Fund may experience underperformance in the short term. Of course, diversification does not protect an investor from market risk nor does it ensure a profit.

During the Reporting Period, three of our six investment themes contributed positively to the Fund’s relative performance. The Momentum theme contributed most positively to the Fund’s relative performance during the Reporting Period, followed by Valuation and Sentiment. The Momentum theme seeks to predict drifts in stock prices caused by delayed investor reaction to company-specific information and information about related companies. The Valuation theme attempts to capture potential mispricings of securities, typically by comparing a measure of the company’s intrinsic value to its market value. The Sentiment theme reflects selected investment views and decisions of individuals and financial intermediaries.

The Fund’s Profitability and Management themes detracted. The Profitability theme assesses whether a company is earning more than its cost of capital. The Management theme assesses the characteristics, policies and strategic decisions of company managements. The Quality theme, which assesses both firm and financial quality, had a relatively neutral impact during the Reporting Period.

How did the Fund’s sector and industry allocations affect relative performance?

In constructing the Fund’s portfolio, we focus on picking stocks rather than making industry or sector bets. Consequently, the Fund is similar to its benchmark, the S&P 500 Index, in terms of its industry and sector allocation and style. We manage the Fund’s industry and sector exposure by including industry factors in our risk model and by explicitly penalizing industry and sector deviations from the benchmark index in optimization. Sector weights or changes in sector weights generally do not have a meaningful impact on relative performance.

Did stock selection help or hurt Fund performance during the Reporting Period?

We seek to outpace the S&P 500 Index by overweighting stocks that we expect to outperform and underweighting those that we think may lag. We also build positions based on our thematic views. For example, the Fund aims to hold a basket of stocks with more favorable Momentum characteristics than the benchmark index. During the Reporting Period, stock selection overall contributed positively to the Fund’s relative performance.

Effective stock selection in the financials, industrials and consumer staples sectors made the biggest positive contribution to the Fund’s results relative to its benchmark index. Partially offsetting these contributors was stock selection in the energy, information technology and consumer discretionary sectors, which detracted most from the Fund’s results relative to the S&P 500 Index.

Which individual stock positions contributed the most to the Fund’s relative returns during the Reporting Period?

The Fund benefited most from overweight positions in specialty electronic game and entertainment software retailer GameStop, biotechnology company Biogen Idec and biopharmaceutical company Celgene Group. We chose to overweight GameStop due to our positive views on Quality and Valuation. The overweight in Biogen Idec was the result of our positive views on Valuation and Momentum. The Fund was overweight Celgene Group given our positive views on Valuation and Sentiment.

Which individual positions detracted from the Fund’s results during the Reporting Period?

Detracting most from the Fund’s results relative to its benchmark index were overweight positions in specialty pharmaceuticals company Allergan and energy refiners Valero Energy and HollyFrontier. The Fund had an overweight position in Allergan due to our positive views on Profitability and Sentiment. The Fund was overweight Valero Energy and HollyFrontier because of our positive views on Valuation and Profitability.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY FUND

 

How did the Fund use derivatives during the Reporting Period?

During the Reporting Period, we did not use derivatives as part of an active management strategy to add value to the Fund’s results. However, we used equity index futures contracts, on an opportunistic basis, to equitize the Fund’s excess cash holdings. In other words, we put the Fund’s excess cash holdings to work by using them as collateral for the purchase of stock futures.

Did you make any enhancements to your quantitative models during the Reporting Period?

We continuously look for ways to improve our investment process. During the second quarter of 2013, we implemented enhancements to our Valuation theme through the introduction of more industry specific models, including a model tailored to the banking industry. We believe these industry specific models should allow us to capture industry-specific dynamics and local knowledge while retaining our systematic approach.

What was the Fund’s sector positioning relative to its benchmark index at the end of the Reporting Period?

As of June 30, 2013, the Fund was overweight the industrials, health care and consumer discretionary sectors relative to the S&P 500 Index. The Fund was underweight utilities, consumer staples and information technology and was rather neutrally weighted in financials, materials, telecommunication services and energy compared to the benchmark index on the same date.

What is your strategy going forward for the Fund?

Looking ahead, we continue to believe that less expensive stocks should outpace more expensive stocks, and stocks with good momentum should outperform those with poor momentum. We intend to maintain our focus on seeking companies about which fundamental research analysts are becoming more positive as well as profitable companies with sustainable earnings and a track record of using their capital to enhance shareholder value. As such, we anticipate remaining fully invested with long-term performance likely to be the result of stock selection rather than sector or capitalization allocations.

We stand behind our investment philosophy that sound economic investment principles, coupled with a disciplined quantitative approach, can provide strong, uncorrelated returns over the long term. Our research agenda is robust, and we continue to enhance our existing models, add new proprietary forecasting signals and improve our trading execution as we seek to provide the most value to our shareholders.

 

4


FUND BASICS

 

Structured U.S. Equity Fund

as of June 30, 2013

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/13    One Year      Five Years      Ten Years      Since Inception      Inception Date
Institutional      22.40      5.99      6.52      4.08    02/13/98
Service      22.17         5.76         N/A         3.15       01/09/06

 

1  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 (“NAV”). Because Institutional and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, 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 total return figures in the above chart. Please visit www.goldmansachsfunds.com/vit to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Institutional        0.64      0.72
Service        0.85         0.97   

 

2  The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectus for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2014, 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 6/30/133

 

Holding      % of Assets      Line of Business
Exxon Mobil Corp.        3.5%       Energy
General Electric Co.        2.7      Capital Goods
Google, Inc. Class A        2.6      Software & Services
International Business Machines Corp.        2.4      Software & Services
AT&T, Inc.        2.4      Telecommunication Services
Apple, Inc.        2.3      Technology Hardware & Equipment
Pfizer, Inc.        2.3      Pharmaceuticals, Biotechnology & Life Sciences
Merck & Co., Inc.        2.0      Pharmaceuticals, Biotechnology & Life Sciences
Philip Morris International, Inc.        1.9      Food, Beverage & Tobacco
The Boeing Co.        1.5      Capital Goods

 

3  The top ten holdings may not be representative of the Fund’s future investments.

 

5


FUND BASICS

 

FUND vs. BENCHMARK SECTOR ALLOCATIONS4

As of June 30, 2013

 

 

 

LOGO

 

 

4  The Fund is actively managed and, as such, its composition may differ over time. Consequently, the Fund’s overall sector allocations may differ from percentages contained in the graph above. The graph categorizes investments using Global Industry Classification Standard (“GICS”), however, the sector classifications used by the portfolio management team may differ from GICS. The percentage shown for each investment category reflects the value of investments in that category as a percentage of market value (excluding investments in the securities lending reinvestment vehicle, if any). Investments in the securities lending reinvestment vehicle represented approximately 1.1% of the Fund’s net assets at June 30, 2013. 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.

 

6


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY FUND

 

Schedule of Investments

June 30, 2013 (Unaudited)

 

Shares      Description    Value  
  Common Stocks – 96.9%   

 

Automobiles & Components – 1.3%

  

  49,668       BorgWarner, Inc.*    $ 4,278,898   
  27,065       Gentex Corp.      623,848   
     

 

 

 
        4,902,746   

 

 

 

 

Banks – 2.9%

  

  3,377       Comerica, Inc.      134,506   
  322,738       Regions Financial Corp.      3,075,693   
  74,106       SunTrust Banks, Inc.      2,339,527   
  138,912       Wells Fargo & Co.      5,732,898   
     

 

 

 
        11,282,624   

 

 

 

 

Capital Goods – 10.9%

  

  24,280       3M Co.      2,655,018   
  21,306       Alliant Techsystems, Inc.      1,754,123   
  77,506       Danaher Corp.      4,906,130   
  31,773       Donaldson Co., Inc.      1,133,025   
  448,097       General Electric Co.      10,391,370   
  67,887       Illinois Tool Works, Inc.      4,695,744   
  22,698       Lockheed Martin Corp.      2,461,825   
  8,268       Masco Corp.      161,143   
  10,800       Northrop Grumman Corp.      894,240   
  66,975       Raytheon Co.      4,428,387   
  57,387       The Boeing Co.      5,878,724   
  41,202       WABCO Holdings, Inc.*      3,077,377   
     

 

 

 
        42,437,106   

 

 

 

 

Commercial & Professional Services – 0.7%

  

  47,353       Manpowergroup, Inc.      2,594,944   

 

 

 

 

Consumer Durables & Apparel – 1.8%

  

  57,990       Garmin Ltd.(a)      2,096,918   
  58,806       Hasbro, Inc.      2,636,273   
  25,997       PulteGroup, Inc.*      493,163   
  7,986       Ralph Lauren Corp.      1,387,488   
  2,046       Whirlpool Corp.      233,981   
     

 

 

 
        6,847,823   

 

 

 

 

Consumer Services – 0.5%

  

  104,714       Apollo Group, Inc. Class A*      1,855,532   

 

 

 

 

Diversified Financials – 6.6%

  

  12,906       Ameriprise Financial, Inc.      1,043,837   
  79,313       Capital One Financial Corp.      4,981,650   
  15,086       CBOE Holdings, Inc.      703,611   
  64,308       Citigroup, Inc.      3,084,855   
  23,162       Discover Financial Services      1,103,438   
  32,912       Janus Capital Group, Inc.      280,081   
  71,228       JPMorgan Chase & Co.      3,760,126   
  14,581       Moody’s Corp.      888,420   
  101,197       Morgan Stanley      2,472,243   
  93,179       SEI Investments Co.      2,649,079   
  161,220       TD Ameritrade Holding Corp.      3,916,034   
  31,923       The NASDAQ OMX Group, Inc.      1,046,755   
     

 

 

 
        25,930,129   

 

 

 
  Common Stocks – (continued)   

 

Energy – 9.4%

  

  7,558       EOG Resources, Inc.    $ 995,237   
  151,593       Exxon Mobil Corp.      13,696,427   
  63,810       Hess Corp.      4,242,727   
  37,797       HollyFrontier Corp.      1,616,956   
  55,717       Marathon Petroleum Corp.      3,959,250   
  83,466       Phillips 66      4,916,982   
  66,841       Tesoro Corp.      3,497,121   
  6,540       Ultra Petroleum Corp.*(a)      129,623   
  102,806       Valero Energy Corp.      3,574,565   
     

 

 

 
        36,628,888   

 

 

 

 

Food & Staples Retailing – 2.1%

  

  46,559       Costco Wholesale Corp.      5,148,029   
  59,760       Safeway, Inc.      1,413,921   
  21,892       Wal-Mart Stores, Inc.      1,630,735   
     

 

 

 
        8,192,685   

 

 

 

 

Food, Beverage & Tobacco – 4.7%

  

  80,544       Altria Group, Inc.      2,818,234   
  12,555       Kraft Foods Group, Inc.      701,448   
  52,533       Mead Johnson Nutrition Co.      4,162,190   
  50,228       Mondelez International, Inc. Class A      1,433,005   
  85,835       Philip Morris International, Inc.      7,435,028   
  74,537       Tyson Foods, Inc. Class A      1,914,110   
     

 

 

 
        18,464,015   

 

 

 

 

Health Care Equipment & Services – 5.0%

  

  148,848       Abbott Laboratories      5,191,818   
  167,279       Boston Scientific Corp.*      1,550,676   
  14,285       Edwards Lifesciences Corp.*      959,952   
  25,742       Humana, Inc.      2,172,110   
  101,282       Medtronic, Inc.      5,212,985   
  92,631       St. Jude Medical, Inc.      4,226,753   
     

 

 

 
        19,314,294   

 

 

 

 

Household & Personal Products – 0.7%

  

  43,748       Nu Skin Enterprises, Inc. Class A      2,673,878   

 

 

 

 

Insurance – 3.7%

  

  81,103       Aflac, Inc.      4,713,706   
  107,673       MetLife, Inc.      4,927,117   
  66,831       Prudential Financial, Inc.      4,880,668   
     

 

 

 
        14,521,491   

 

 

 

 

Materials – 3.5%

  

  167,325       Alcoa, Inc.      1,308,482   
  32,623       LyondellBasell Industries NV Class A      2,161,600   
  19,328       PPG Industries, Inc.      2,829,812   
  12,659       Reliance Steel & Aluminum Co.      829,924   
  23,513       The Sherwin-Williams Co.      4,152,396   
  36,301       The Valspar Corp.      2,347,586   
     

 

 

 
        13,629,800   

 

 

 

 

Media – 2.8%

  

  8,418       Cinemark Holdings, Inc.      235,030   
  51,414       Comcast Corp. Class A      2,082,748   

 

 

 

 

The accompanying notes are an integral part of these financial statements.   7


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY FUND

 

Schedule of Investments (continued)

June 30, 2013 (Unaudited)

 

Shares      Description    Value  
  Common Stocks – (continued)   

 

Media – (continued)

  

  116,488       News Corp. Class A    $ 3,797,509   
  70,595       Viacom, Inc. Class B      4,803,990   
     

 

 

 
        10,919,277   

 

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences – 9.9%

  

  76,654       AbbVie, Inc.      3,168,876   
  48,003       Alexion Pharmaceuticals, Inc.*      4,427,797   
  36,197       Allergan, Inc.      3,049,235   
  22,394       Biogen Idec, Inc.*      4,819,189   
  22,595       Celgene Corp.*      2,641,581   
  22,279       Eli Lilly & Co.      1,094,345   
  33,500       Johnson & Johnson      2,876,310   
  164,040       Merck & Co., Inc.      7,619,658   
  317,915       Pfizer, Inc.      8,904,799   
     

 

 

 
        38,601,790   

 

 

 

 

Real Estate Investment Trust – 3.5%

  

  59,665       American Tower Corp.      4,365,688   
  4,600       Apartment Investment & Management Co. Class A      138,184   
  74,134       Equity Residential      4,304,220   
  5,697       Public Storage      873,521   
  31,649       Taubman Centers, Inc.      2,378,422   
  21,182       Vornado Realty Trust      1,754,929   
     

 

 

 
        13,814,964   

 

 

 

 

Retailing – 6.9%

  

  106,884       American Eagle Outfitters, Inc.      1,951,702   
  55,282       Expedia, Inc.      3,325,212   
  65,842       GameStop Corp. Class A(a)      2,767,339   
  37,711       L Brands, Inc.      1,857,267   
  91,037       Lowe’s Companies, Inc.      3,723,413   
  37,287       O’Reilly Automotive, Inc.*      4,199,262   
  2,977       Priceline.com, Inc.*      2,462,366   
  57,666       Target Corp.      3,970,881   
  50,335       The Gap, Inc.      2,100,480   
  17,788       Urban Outfitters, Inc.*      715,433   
     

 

 

 
        27,073,355   

 

 

 

 

Semiconductors & Semiconductor Equipment – 0.2%

  

  2,320       KLA-Tencor Corp.      129,293   
  48,649       LSI Corp.*      347,354   
  9,409       NXP Semiconductor NV*      291,491   
     

 

 

 
        768,138   

 

 

 

 

Software & Services – 11.2%

  

  133,753       Activision Blizzard, Inc.      1,907,318   
  38,797       AOL, Inc.*      1,415,315   
  35,318       CoreLogic, Inc.*      818,318   
  106,603       eBay, Inc.*      5,513,507   
  6,366       Electronic Arts, Inc.*      146,227   
  11,621       Google, Inc. Class A*      10,230,780   
  48,091       International Business Machines Corp.      9,190,671   
  7,419       Mastercard, Inc. Class A      4,262,215   
  166,026       Microsoft Corp.      5,732,878   

 

 

 
  Common Stocks – (continued)   

 

Software & Services – (continued)

  

  85,241       Oracle Corp.    $ 2,618,603   
  25,466       Symantec Corp.      572,221   
  20,998       VMware, Inc. Class A*      1,406,656   
     

 

 

 
        43,814,709   

 

 

 

 

Technology Hardware & Equipment – 4.3%

  

  22,746       Apple, Inc.      9,009,236   
  12,887       AVX Corp.      151,422   
  304,385       Corning, Inc.      4,331,399   
  17,788       Flextronics International Ltd.*      137,679   
  15,024       Polycom, Inc.*      158,353   
  30,436       Western Digital Corp.      1,889,771   
  137,697       Xerox Corp.      1,248,912   
     

 

 

 
        16,926,772   

 

 

 

 

Telecommunication Services – 2.4%

  

  259,460       AT&T, Inc.      9,184,884   

 

 

 

 

Transportation – 1.6%

  

  78,998       Delta Air Lines, Inc.*      1,478,053   
  28,911       FedEx Corp.      2,850,046   
  21,701       United Parcel Service, Inc. Class B      1,876,702   
     

 

 

 
        6,204,801   

 

 

 

 

Utilities – 0.3%

  

  107,404       AES Corp.      1,287,774   

 

 

 
 
 
TOTAL INVESTMENTS BEFORE SECURITIES LENDING
REINVESTMENT VEHICLE
  
  
  (Cost $348,632,317)    $ 377,872,419   

 

 

 

 

Shares    Rate      Value  
Securities Lending Reinvestment Vehicle(b)(c) – 1.1%   

Goldman Sachs Financial Square Money Market Fund —
FST Shares

   

4,230,275      0.069    $ 4,230,275   
(Cost $4,230,275)   

 

 
TOTAL INVESTMENTS – 98.0%   
(Cost $352,862,592)       $ 382,102,694   

 

 

OTHER ASSETS IN EXCESS OF LIABILITIES – 2.0%

   

     7,764,929   

 

 
NET ASSETS – 100.0%       $ 389,867,623   

 

 

 

The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
*   Non-income producing security.
(a)   All or a portion of security is on loan.
(b)   Variable rate security. Interest rate disclosed is that which is in effect at June 30, 2013.
(c)   Represents an affiliated issuer.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY FUND

 

Statement of Assets and Liabilities

June 30, 2013 (Unaudited)

 

  
Assets:       

Investments in unaffiliated issuers, at value (cost $348,632,317)(a)

   $ 377,872,419   

Investments in affiliated securities lending reinvestment vehicle, at value which equals cost

     4,230,275   

Cash

     12,470,484   

Receivables:

  

Dividends

     483,406   

Fund shares sold

     206,850   

Reimbursement from investment adviser

     21,344   

Securities lending income

     2,130   

Other assets

     1,919   
Total assets      395,288,827   
  
  
Liabilities:       

Payables:

  

Payable upon return of securities loaned

     4,230,275   

Fund shares redeemed

     288,684   

Amounts owed to affiliates

     223,022   

Accrued expenses and other liabilities

     679,223   
Total liabilities      5,421,204   
  
  
Net Assets:       

Paid-in capital

     450,289,796   

Undistributed net investment income

     3,141,838   

Accumulated net realized loss

     (92,804,113

Net unrealized gain

     29,240,102   
NET ASSETS    $ 389,867,623   

Net Assets:

  

Institutional

   $ 280,521,071   

Service

     109,346,552   

Total Net Assets

   $ 389,867,623   

Shares of beneficial interest outstanding $0.001 par value (unlimited shares authorized):

  

Institutional

     19,986,138   

Service

     7,783,720   

Net asset value, offering and redemption price per share:

  

Institutional

     $14.04   

Service

     14.05   

(a) Includes loaned securities having a market value of $4,192,719.

 

The accompanying notes are an integral part of these financial statements.   9


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY FUND

 

Statement of Operations

For the Six Months Ended June 30, 2013 (Unaudited)

 

 

  
Investment income:  

Dividends (net of foreign taxes withheld of $5,324)

   $ 3,897,863   

Securities lending income — affiliated issuer

     52,185   
Total investment income      3,950,048   
  
  
Expenses:       

Management fees

     1,197,020   

Distribution and Service fees — Service Class

     133,922   

Printing and mailing costs

     38,689   

Transfer Agent fees(a)

     38,610   

Professional fees

     37,271   

Custody, accounting and administrative services

     35,925   

Trustee fees

     8,515   

Other

     7,355   
Total expenses      1,497,307   

Less — expense reductions

     (145,854
Net expenses      1,351,453   
NET INVESTMENT INCOME      2,598,595   
  
  
Realized and unrealized gain (loss):       

Net realized gain from:

  

Investments

     61,260,985   

Futures contracts

     883,398   

Net change in unrealized gain (loss) on:

  

Investments

     (9,235,957

Futures contracts

     34,739   
Net realized and unrealized gain      52,943,165   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $ 55,541,760   

(a) Institutional and Service Shares had Transfer Agent fees of $27,897 and $10,713, respectively.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY FUND

 

Statements of Changes in Net Assets

 

    

For the

Six Months Ended

June 30, 2013
(Unaudited)

    

For the

Fiscal Year Ended

December 31, 2012

 
     
From operations:  

Net investment income

   $ 2,598,595       $ 6,247,909   

Net realized gain (includes payment by affiliate relating to certain investment transactions)

     62,144,383         57,069,546   

Net change in unrealized loss

     (9,201,218      (12,263,199
Net increase in net assets resulting from operations      55,541,760         51,054,256   
     
     
Distributions to shareholders:              

From net investment income

     

Institutional Shares

             (4,750,506

Service Shares

             (1,549,712
Total distributions to shareholders              (6,300,218
     
     
From share transactions:              

Proceeds from sales of shares

     4,016,668         6,578,493   

Reinvestment of distributions

             6,300,218   

Cost of shares redeemed

     (32,341,741      (68,247,499
Net decrease in net assets resulting from share transactions      (28,325,073      (55,368,788
TOTAL INCREASE (DECREASE)      27,216,687         (10,614,750
     
     
Net assets:              

Beginning of period

     362,650,936         373,265,686   

End of period

   $ 389,867,623       $ 362,650,936   
Undistributed net investment income    $ 3,141,838       $ 543,243   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

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

Net assets,
end of

period

(in 000s)

    Ratio of
net expenses
to average
net assets
    Ratio of
total
expenses
to average
net assets
   

Ratio of
net investment
income

to average

net assets

    Portfolio
turnover
rate(c)
 

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2013 - Institutional

  $ 12.14      $ 0.09      $ 1.81      $ 1.90      $      $      $      $ 14.04        15.65   $ 280,521        0.64 %(d)      0.71 %(d)      1.40 %(d)      101

2013 - Service

    12.16        0.08        1.81        1.89                             14.05        15.54        109,347        0.85 (d)      0.96 (d)      1.19 (d)      101   
                           

FOR THE FISCAL YEARS ENDED DECEMBER 31,

 

2012 - Institutional

    10.80        0.20        1.36 (e)      1.56        (0.22            (0.22     12.14        14.42 (e)      262,759        0.64        0.72        1.71        134   

2012 - Service

    10.82        0.18        1.35 (e)      1.53        (0.19            (0.19     12.16        14.10 (e)      99,892        0.85        0.97        1.51        134   

2011 - Institutional

    10.57        0.18 (f)      0.25        0.43        (0.20            (0.20     10.80        4.05        273,555        0.64        0.70        1.69 (f)      51   

2011 - Service

    10.58        0.16 (f)      0.25        0.41        (0.17            (0.17     10.82        3.90        99,711        0.85        0.95        1.48 (f)      51   

2010 - Institutional

    9.50        0.14        1.08        1.22        (0.15            (0.15     10.57        12.84        319,948        0.64        0.70        1.45        38   

2010 - Service

    9.51        0.12        1.08        1.20        (0.13            (0.13     10.58        12.60        111,171        0.85        0.95        1.25        38   

2009 - Institutional

    7.99        0.15        1.54        1.69        (0.18            (0.18     9.50        21.15        340,536        0.68        0.72        1.75        136   

2009 - Service

    8.00        0.13        1.54        1.67        (0.16            (0.16     9.51        20.89        112,530        0.89        0.97        1.53        136   

2008 - Institutional

    13.16        0.17        (5.06     (4.89     (0.18     (0.10     (0.28     7.99        (36.92     344,144        0.71        0.72        1.53        110   

2008 - Service

    13.16        0.14        (5.04     (4.90     (0.16     (0.10     (0.26     8.00        (37.05     106,586        0.92        0.97        1.34        110   

 

(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 distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c) The Fund's portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund's portfolio turnover rate may be higher.
(d) Annualized.
(e) Reflects payment from affiliate relating to certain investment transactions which amounted to $0.01 per share and 0.07% of average net assets. Excluding such payment, the total return would have been 14.32% and 14.01%, respectively.
(f) Reflects income recognized from special dividends which amounted to $0.02 per share and 0.17% of average net assets.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY FUND

 

Notes to Financial Statements

June 30, 2013 (Unaudited)

 

1.    ORGANIZATION

 

Goldman Sachs Variable Insurance Trust (the “Trust” or “VIT”) 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 Structured U.S. Equity Fund (the “Fund”). The Fund is a diversified portfolio under the Act offering two classes of shares — Institutional and Service Shares. Shares of the Trust are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies.

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

2.    SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and require management to make estimates and assumptions that may affect the reported amounts and disclosures. Actual results may differ from those estimates and assumptions.

A.  Investment Valuation — The Fund’s valuation policy is to value investments at fair value.

B.  Investment Income and Investments — Investment income includes interest income and dividend income, net of any foreign withholding taxes, less any amounts reclaimable. Interest income is accrued daily and adjusted for amortization of premiums and accretion of discounts. Dividend income is recognized on ex-dividend date or, for certain foreign securities, as soon as such information is obtained subsequent to the ex-dividend date. Investment transactions are reflected on trade date. Realized gains and losses are calculated using identified cost. Investment transactions are recorded on the following business day for daily net asset value (“NAV”) calculations. Any foreign capital gains tax is accrued daily based upon net unrealized gains, and is payable upon sale of such investments. Distributions received from the Fund’s investments in United States (“U.S.”) real estate investment trusts (“REITs”) may be characterized as ordinary income, net capital gain or a return of capital. A return of capital is recorded by the Fund as a reduction to the cost basis of the REIT.

For derivative contracts, realized gains and losses are recorded upon settlement of the contract.

C.  Class Allocations and Expenses — Investment income, realized and unrealized gain (loss), and non-class specific expenses of each 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 and Transfer Agent 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.

D.  Federal Taxes and Distributions to Shareholders — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to regulated investment companies (mutual funds) and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, the Fund is not required to make any provisions for the payment of federal income tax. Distributions to shareholders are recorded on the ex-dividend date. Income and capital gains distributions, if any, are declared and paid annually.

Net capital losses are carried forward to future fiscal years and may be used to the extent allowed by the Code to offset any future capital gains. Utilization of capital loss carryforwards will reduce the requirement of future capital gains distributions.

Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital

 

13


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

2.    SIGNIFICANT ACCOUNTING POLICIES (continued)

 

losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with federal income tax rules, which may differ from GAAP. The source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income, net realized gain or capital. Certain components of the Fund’s net assets on the Statement of Assets and Liabilities reflect permanent GAAP/tax differences based on the appropriate tax character.

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS

The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these investments. The three levels of the fair value hierarchy are described below:

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 — Quoted prices in markets that are not active or financial instruments for which significant inputs are observable (including, but not limited to, quoted prices for similar investments, interest rates, foreign exchange rates, volatility and credit spreads), either directly or indirectly;

Level 3 — Prices or valuations that require significant unobservable inputs (including GSAM’s assumptions in determining fair value measurement).

The Trustees have adopted Valuation Procedures that govern the valuation of the portfolio investments held by the Fund, including investments for which market quotations are not readily available. The Trustees have delegated to GSAM day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Fund’s portfolio investments. To assess the continuing appropriateness of pricing sources and methodologies, GSAM regularly performs price verification procedures and issues challenges as necessary to third party pricing vendors or brokers, and any differences are reviewed in accordance with the Valuation Procedures.

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.

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.

 

 

14


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY FUND

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

Debt Securities — Debt securities for which market quotations are readily available are valued daily on the basis of quotations supplied by dealers or an independent pricing service approved by the Trustees. The pricing services may use valuation models or matrix pricing, which consider: (i) yield or price with respect to bonds that are considered comparable in characteristics such as rating, interest rate and maturity date or (ii) quotations from securities dealers to determine current value. Short-term debt obligations that mature in sixty days or less and that do not exhibit signs of credit deterioration are valued at amortized cost, which 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.

Derivative Contracts — A derivative is an instrument whose value is derived from underlying assets, indices, reference rates or a combination of these factors.

Exchange-traded derivatives, including futures contracts, typically fall within Level 1 of the fair value hierarchy. Over-the-counter (“OTC”) derivatives are valued using market transactions and other market evidence, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence.

i. Futures Contracts — Futures contracts are contracts to buy or sell a standardized quantity of a specified commodity or security and are valued based on exchanged settlement prices or independent market quotes. Futures contracts are valued at the last settlement price, or in the absence of a sale, the last bid price for long positions and at the last ask price for short positions, at the end of each day on the board of trade or exchange upon which they are traded. Upon entering into a futures contract, a Fund deposits cash or securities in an account on behalf of the broker in an amount sufficient to meet the initial margin requirement. Subsequent payments are made or received by the Fund equal to the daily change in the contract value and are recorded as variation margin receivable or payable with a corresponding offset to unrealized gains or losses.

B.  Level 3 Fair Value Investments — To the extent that 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 and derivatives classified in the fair value hierarchy as of June 30, 2013:

 

Investment Type      Level 1        Level 2        Level 3  
Assets               
Common Stock and/or Other Equity Investments      $ 377,872,419         $         $   
Securities Lending Reinvestment Vehicle        4,230,275                       
Total      $ 382,102,694         $         $   

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

 

15


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

4.    INVESTMENTS IN DERIVATIVES

 

The following table sets forth, by certain risk types, the Fund’s gains (losses) related to these derivatives and their indicative volumes for the six months ended June 30, 2013. These instruments were used to meet the Fund’s investment objectives and to obtain and/or manage exposure related to the risks below. These gains (losses) should be considered in the context that these derivative contracts may have been executed to economically hedge certain investments, and accordingly, certain gains (losses) on such derivative contracts may offset certain (losses) gains attributable to investments. These gains (losses) are included in “Net realized gain (loss)” or “Net change in unrealized gain (loss)” on the Statement of Operations:

 

Risk    Statement of Operations   Net
Realized
Gain (Loss)
    Net Change in
Unrealized
Gain (Loss)
    Average
Number of
Contracts(a)
 
Equity    Net realized gain (loss) from futures contracts/Net change in unrealized gain (loss) on futures contracts   $ 883,398      $ 34,739        68   

 

(a) Average number of contracts is based on the average of month end balances for the six months ended June 30, 2013.

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.

For the six months ended June 30, 2013, contractual 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
 
  0.62%        0.59     0.56     0.55     0.54     0.62

B.  Distribution and Service Plan — The Trust, on behalf of the Service Shares of the Fund, has adopted a Distribution and Service Plan (the “Plan”). Under the Plan, 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, equal to, on an annual basis, 0.25% of the Fund’s average daily net assets attributable to Service Shares. Goldman Sachs has agreed to waive distribution and service fees so as not to exceed an annual rate of 0.21% of the Fund’s average daily net assets attributable to Service Shares. The distribution and service fee waiver will remain in place through at least April 30, 2014, and prior to such date Goldman Sachs may not terminate the arrangement without the approval of the Trustees. For the six months ended June 30, 2013, Goldman Sachs waived $21,428 in distribution and service fees for the Fund’s Services Shares.

C.  Transfer Agency Agreement — Goldman Sachs also serves as the transfer agent of the Fund for a fee pursuant to Transfer Agency Agreement. The fees charged for such transfer agency services are accrued daily and paid monthly at an annual rate of 0.02% of the average daily net assets of Institutional and Service Shares.

D.  Other Expense Agreements and Affiliated Transactions — GSAM has agreed to limit certain “Other Expense” of the Fund (excluding transfer agent fees and expenses, taxes, interest, brokerage fees, litigation, indemnification, shareholder meeting and other 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

 

16


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY FUND

 

5.    AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any. The Other Expense limitation as an annual percentage rate of average daily net assets for the Fund is 0.004%. This Other Expense limitation will remain in place through at least April 30, 2014, and prior to such date GSAM may not terminate the arrangement without the approval of the Trustees. For the six months ended June 30, 2013, GSAM reimbursed $120,025 to the Fund. 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” limitation described above. For the six months ended June 30, 2013, custody fee credits were $4,401.

As of June 30, 2013, the amounts owed to affiliates of the Fund were $201,253, $15,278, and $6,491 for management, distribution and service, and transfer agent fees, respectively.

E.  Line of Credit Facility — As of June 30, 2013, the Fund participated in a $780,000,000 committed, unsecured revolving line of credit facility (the “facility”) together with other funds of the Trust and registered investment companies having management agreements with GSAM or its affiliates (“Other Borrowers”). Pursuant to the terms of the facility, the Fund and Other Borrowers could increase the credit amount by an additional $220,000,000, for a total of up to $1,000,000,000. 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 six months ended June 30, 2013, the Fund did not have any borrowings under the facility. Prior to May 8, 2013, the committed amount available through the facility was $630,000,000.

F.  Other Transactions with Affiliates — For the six months ended June 30, 2013, Goldman Sachs earned $590, in brokerage commissions from portfolio transactions, including futures transactions executed with Goldman Sachs as the Futures Commission Merchant, on behalf of the Fund.

On October 1, 2012, GSAM reimbursed the Fund in the amount of $253,295 to rectify a data issue in its portfolio management decision making process.

6.    PORTFOLIO SECURITIES TRANSACTIONS

 

The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended June 30, 2013, were $381,289,404 and $409,812,320, respectively.

7.    SECURITIES LENDING

Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and the terms and conditions contained therein, the Fund, may lend its securities through a securities lending agent, Goldman Sachs Agency Lending (“GSAL”), a wholly-owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs and affiliates. In accordance with the Fund’s securities lending procedures, the Fund receives cash collateral at least equal to the market value of the securities on loan. The market value of the loaned securities is determined at the close of business of the Fund at their last sale price or official closing price on the principal exchange or system on which they are traded, and any additional required collateral is delivered to the Fund on the next business day. As with other extensions of credit, the Fund may experience delay in the recovery of its securities or incur a loss should the borrower of the securities breach its agreement with the Fund or become insolvent at a time when the collateral is insufficient to cover the cost of repurchasing securities on loan. Dividend income received from securities on loan may not be subject to withholding taxes and therefore withholding taxes paid may differ from the amounts listed in the Statement of Operations.

The Fund invests the cash collateral received in connection with securities lending transactions in the Goldman Sachs Financial Square Money Market Fund (“Money Market Fund”), a series of the Goldman Sachs Trust, a Delaware statutory trust. The Money Market Fund, deemed an affiliate of the Trust, is registered under the Act as an open end investment company, is

 

17


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

7.    SECURITIES LENDING (continued)

 

subject to Rule 2a-7 under the Act, and is managed by GSAM, for which GSAM may receive an investment advisory fee of up to 0.205% on an annualized basis of the average daily net assets of the Money Market Fund.

In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) No. 2011-11: Disclosures about Offsetting Assets and Liabilities (“netting”) on the Statement of Assets and Liabilities that are subject to master netting arrangements or similar agreements. ASU 2011-11 was amended by ASU No. 2013-01, clarifying which investments and transactions are subject to the netting disclosure. The scope of the disclosure requirements is limited to derivative instruments, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions. This information is intended to enable users of the Fund’s financial statements to evaluate the effect or potential effect of netting arrangements on the Fund’s financial position. The ASU is effective for financial statements with fiscal years beginning on or after January 1, 2013, and interim periods within those fiscal years. The Fund adopted the disclosure requirement on netting for the current reporting period. Since these amended principles require additional disclosures concerning offsetting and related arrangements, adoption did not affect the Fund’s financial condition or result of operations.

For financial reporting purposes, the Fund does not offset financial assets and financial liabilities that are subject to master netting arrangements or similar agreements on the Statement of Assets and Liabilities.

In the event of a default by a borrower with respect to any loan, GSAL will exercise any and all remedies provided under the applicable borrower agreement to make the Fund whole. These remedies include purchasing replacement securities by applying the collateral held from the defaulting broker against the purchase cost of the replacement securities. If, despite such efforts by GSAL to exercise these remedies, the Fund sustains losses as a result of a borrower’s default, GSAL indemnifies the Fund by purchasing replacement securities at its expense, or paying the Fund an amount equal to the market value of the replacement securities, subject to an exclusion for any shortfalls resulting from a loss of value in the cash collateral pool due to reinvestment risk and a requirement that the Fund agrees to assign rights to the collateral to GSAL for purpose of using the collateral to cover purchase of replacement securities as more fully described in the Securities Lending Agency Agreement.

At June 30, 2013, the Fund’s loaned securities were all subject to enforceable Securities Lending Agreements. Securities lending transactions on a net basis were as follows:

 

Securities Lending Transactions          
Total gross amount presented in Statement of Assets and Liabilities      $ 4,192,719   
Cash Collateral offsetting        (4,178,859
Net Amount(1)(2)      $ 13,860   

 

(1) Under-collateralized amount related to one borrower at June 30, 2013. Per standard market practice, the additional required collateral was delivered to the Fund on the next business day.
(2) Net amount represents the net amount due from the borrower or GSAL in the event of a default based on the contractual set-off rights under the agreement.

Both the Fund and GSAL received compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the six months ended June 30, 2013, is reported under Investment Income on the Statement of Operations. A portion of this amount, $11,874, represents compensation earned by the Fund from lending its securities to Goldman Sachs. For the six months ended June 30, 2013, GSAL earned $5,798 in fees as securities lending agent.

The following table provides information about the Fund’s investment in the Money Market Fund for the six months ended June 30, 2013:

 

Number of

Shares Held

Beginning of Period

    Shares Bought     Shares Sold    

Number of

Shares Held
End of Period

   

Value at End

of Period

 
  3,848,500        40,989,555        (40,607,780     4,230,275      $ 4,230,275   

 

18


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY FUND

 

8.    TAX INFORMATION

 

As of the Fund’s most recent fiscal year end, December 31, 2012, the Fund’s capital loss carryforwards on a tax-basis were as follows:

 

Capital loss carryforwards:(1)   

Expiring 2016

   $ (14,576,277

Expiring 2017

     (139,998,215
Total capital loss carryforwards    $ (154,574,492

 

(1) Expiration occurs on December 31 of the year indicated.

As of June 30, 2013, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:

 

Tax cost    $ 353,271,335   
Gross unrealized gain      34,368,203   
Gross unrealized loss      (5,536,844
Net unrealized security gain    $ 28,831,359   

The difference between GAAP-basis and tax-basis unrealized gains (losses) is attributable primarily to wash sales and net mark to market gains (losses) on regulated futures contracts.

GSAM has reviewed the Fund’s tax positions for all open tax years (the current and prior three years, as applicable) and has concluded that no provision for income tax is required in the Fund’s financial statements. Such open tax years remain subject to examination and adjustment by tax authorities.

9.    OTHER RISKS

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

Shareholder Concentration Risk — Certain funds, accounts, individuals, or Goldman Sachs affiliates may from time to time own (beneficially or of record) or control a significant percentage of the Fund’s shares. Redemptions by these entities of their holdings in the Fund may impact the Fund’s liquidity and NAV. These redemptions may also force the Fund to sell securities.

Liquidity Risk —The Fund may make investments that are illiquid or that may become less liquid in response to market developments or adverse investor perceptions. Illiquid investments may be more difficult to value. Liquidity risk may also refer to the risk that a Fund will not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. To meet redemption requests, the 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 fails to perform or that an institution or entity with which the Fund has unsettled or open transactions defaults.

 

 

19


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY FUND

 

Notes to Financial Statements (continued)

June 30, 2013 (Unaudited)

 

10.    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.

11.    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.

12.    SUMMARY OF SHARE TRANSACTIONS

Share activity is as follows:

 

     For the Six Months Ended

June 30, 2013
(Unaudited)
    For the Fiscal Year Ended
December 31, 2012
 
      Shares     Dollars     Shares     Dollars  
Institutional Shares         
Shares sold      121,863      $ 1,649,199        323,842      $ 3,824,620   
Reinvestment of distributions                    389,067        4,750,506   
Shares redeemed      (1,786,555     (24,163,882     (4,386,993     (52,057,770
       (1,664,692     (22,514,683     (3,674,084     (43,482,644
Service Shares         
Shares sold      172,684        2,367,469        233,357        2,753,873   
Reinvestment of distributions                    126,714        1,549,712   
Shares redeemed      (604,122     (8,177,859     (1,362,510     (16,189,729
       (431,438     (5,810,390     (1,002,439     (11,886,144
NET DECREASE      (2,096,130   $ (28,325,073     (4,676,523   $ (55,368,788

 

20


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY FUND

 

Fund Expenses — Six Month Period Ended June 30, 2013  (Unaudited)

As a shareholder of Institutional or Service Shares of the Fund, you incur ongoing costs, including management fees, distribution and service (12b-1) fees (with respect to Service Shares) and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Institutional Shares and Service 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 January 1, 2013 through June 30, 2013.

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 ratio 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. As a shareholder of the Fund you do not incur any transaction costs, such as sales charges, redemption fees, or exchange fees, but shareholders of other funds may incur such costs. 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 whose shareholders may incur transaction costs.

 

Share Class   Beginning
Account Value
1/01/13
   

Ending

Account Value
6/30/13

   

Expenses Paid

for the

6 Months

Ended
6/30/13
*

 
Institutional        
Actual   $ 1,000      $ 1,156.50      $ 3.42   
Hypothetical 5% return     1,000        1,021.62     3.21   
Service        
Actual     1,000        1,155.40        4.54   
Hypothetical 5% return     1,000        1,020.58     4.26   

 

  * Expenses are calculated using the Fund’s annualized net expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2013. 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 0.64% and 0.85% for Institutional and Service Shares, respectively.  

 

  + 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.  

 

21


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

 

Background

The Goldman Sachs Structured U.S. Equity Fund (the “Fund”) is an investment portfolio of Goldman Sachs Variable Insurance 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, 2014 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 12-13, 2013 (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 a group 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 its 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:
  (i)   the relative management fee and expense level of the Fund as compared to those of comparable funds managed by other advisers, as provided by the Outside Data Provider; and
  (ii)   the Fund’s expense trends over time;
  (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 undertakings of the Investment Adviser and Goldman, Sachs & Co. (“Goldman Sachs”), the Fund’s affiliated distributor, to limit certain expenses of the Fund that exceed a specified level and waive certain distribution and service fees, and a summary of contractual fee reductions made by the Investment Adviser and its affiliates over the past several years with respect to the Fund;
  (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, securities lending, 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;

 

22


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY FUND

 

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

 

  (k)   information regarding commissions paid by the Fund and broker oversight, other information regarding portfolio trading and how the Investment Adviser carries out its duty to seek best execution;
  (l)   the manner in which portfolio manager compensation is determined, and the number and types of accounts managed by the portfolio managers;
  (m)   the nature and quality of the services provided to the Fund by 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’s Service Shares. 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. 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 and ratings compiled by the Outside Data Provider as of December 31, 2012, and updated performance information prepared by the Investment Adviser using the peer group identified by the Outside Data Provider as of March 31, 2013. The information on the Fund’s investment performance was provided for the one-, three-, five- and ten-year periods ending on the applicable dates. The Trustees also reviewed the Fund’s investment performance over time (including on a year-by-year basis) relative to its performance benchmark. In addition, they considered the investment performance trends of the Fund over time, and reviewed 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.

 

23


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY FUND

 

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

 

The Trustees observed that the Fund’s Service Shares had placed in the top half of the Fund’s peer group for the one-, three-, and five-year periods, and had underperformed the Fund’s benchmark index for the one-, three-, and five-year periods ended March 31, 2013. They noted the additions of certain key hires to senior management in 2011, and recognized the portfolio management team’s continuing efforts to further enhance its investment models.

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 a 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 five-year history comparing 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. 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 and Goldman Sachs’ undertaking to waive a portion of the distribution and service fees paid by the Fund’s Service Shares. They also noted that the Investment Adviser did not manage institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, and therefore this type of fee comparison was not possible.

In addition, the Trustees noted that shareholders are able to redeem their Fund shares at any time if they 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 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 reviewed the report of the internal audit group within the Goldman Sachs organization, which included an assessment of the reasonableness and consistency of the Investment Adviser’s expense allocation methodology and an evaluation of the accuracy of the Investment Adviser’s profitability analysis calculations. Profitability data for the Trust and the Fund were provided for 2012 and 2011, 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     0.62
Next $1 billion     0.59   
Next $3 billion     0.56   
Next $3 billion     0.55   
Over $8 billion     0.54   

 

24


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRUCTURED U.S. EQUITY FUND

 

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

 

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 and Goldman Sachs’ undertakings to limit certain expenses of the Fund that exceed a specified level and waive a portion of the distribution and service fees paid by the Fund’s Service Shares. Upon reviewing these matters at the Annual Meeting, the Trustees concluded that the fee breakpoints represented a means of assuring that benefits of scalability, if any, would be passed along to shareholders at the specified asset levels.

Other Benefits to the Investment Adviser and Its Affiliates

The Trustees also considered the other benefits derived by the Investment Adviser and its affiliates from their relationship with the Fund as stated above, including: (a) transfer agency fees received by Goldman Sachs; (b) brokerage and futures commissions earned by Goldman Sachs for executing securities and futures transactions on behalf of the Fund; (c) trading efficiencies resulting from aggregation of orders of the Fund with those for other funds or accounts managed by the Investment Adviser; (d) fees earned by Goldman Sachs Agency Lending, an affiliate of the Investment Adviser, as securities lending agent (and fees earned by the Investment Adviser for managing the fund in which the Fund’s cash collateral is invested); (e) the Investment Adviser’s ability to leverage the infrastructure designed to service the Fund on behalf of its other clients; (f) the Investment Adviser’s ability to cross-market other products and services to Fund shareholders; (g) Goldman Sachs’ retention of certain fees as Fund Distributor; (h) the Investment Adviser’s ability to negotiate better pricing with custodians on behalf of its other clients, as a result of the relationship with the Fund; and (i) the possibility that the working relationship between the Investment Adviser and the Fund’s third party service providers may cause those service providers to be open to doing 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. In looking at the benefits to Goldman Sachs Agency Lending and the Investment Adviser from the securities lending program, they noted that the Fund also benefited from its participation in the securities lending program.

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) improved servicing from vendors because of the volume of business generated by the Investment Adviser and its affiliates; (c) improved 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 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. The Trustees noted the competitive nature of the mutual fund marketplace, and noted further 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 fees paid by the Fund were reasonable in light of the services provided to it by the Investment Adviser, the Investment Adviser’s costs and the Fund’s current and reasonably foreseeable asset levels. The Trustees unanimously concluded that the Investment Adviser’s continued management 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, 2014.

 

25


TRUSTEES   OFFICERS
Ashok N. Bakhru, Chairman   James A. McNamara, President
Donald C. Burke   George F. Travers, Principal Financial Officer
John P. Coblentz, Jr.   Caroline L. Kraus, Secretary
Diana M. Daniels   Scott M. McHugh, Treasurer
Joseph P. LoRusso  
James A. McNamara  
Jessica Palmer  
Alan A. Shuch  
Richard P. Strubel  

GOLDMAN, SACHS & CO.

Distributor and Transfer Agent

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Investment Adviser

200 West Street, New York

New York 10282

Visit our web site at www.goldmansachsfunds.com/vit to obtain the most recent month-end returns.

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 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-621-2550; and (ii) on the Securities and Exchange Commission (“SEC”) web site at http://www.sec.gov.

The 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 Form N-Q is 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. Forms N-Q may be obtained upon request and without charge by calling 1-800-621-2550.

Holdings and allocations shown are as of June 30, 2013 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.

The Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of Morgan Stanley Capital International Inc. (“MSCI”) and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”) and is licensed for use by Goldman Sachs. Neither MSCI, S&P nor any other party involved in making or compiling the GICS or any GICS classifications makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any of such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of their affiliates or any third party involved in making or compiling the GICS or any GICS classifications have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

The portfolio risk management process includes an effort to monitor and manage risk, but does not imply low risk.

Shares of the Goldman Sachs VIT Funds are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you may realize with respect to your investments. Ask your representative for more complete information. Please consider a fund’s objectives, risks and charges and expenses, and read the prospectus carefully before investing. The prospectus contains this and other information about the Fund.

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 Institution or from Goldman, Sachs & Co. by calling 1-800-621-2550.

This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman Sachs Variable Insurance Trust: Goldman Sachs Structured U.S. Equity Fund.

© 2013 Goldman Sachs. All rights reserved.

VITUSSAR13/106789.MF.MED.TMPL/8/2013


ITEM 2. CODE OF ETHICS.

 

       The information required by this Item is only required in an annual report on this Form N-CSR

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

 

       The information required by this Item is only required in an annual report on this Form N-CSR

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

       The information required by this Item is only required in an annual report on this Form N-CSR


ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

 

ITEM 6. SCHEDULE OF INVESTMENTS

Schedule of Investments is included as part of the Reports to Shareholders 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 date 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 has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting.

 

ITEM 12. EXHIBITS.

 

(a)(1)

     Goldman Sachs Variable Insurance Trust’s Code of Ethics for Principal Executive and Senior Financial Officers filed herewith


(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 Variable Insurance Trust

  

/s/ James A. McNamara

  

By: James A. McNamara

  

Chief Executive Officer of

  

Goldman Sachs Variable Insurance Trust

  

Date: August 13, 2013

  

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/s/ James A. McNamara

  

By: James A. McNamara

  

Chief Executive Officer of

  

Goldman Sachs Variable Insurance Trust

  

Date: August 13, 2013

  

/s/ George F. Travers

  

By: George F. Travers

  

Chief Financial Officer of

  

Goldman Sachs Variable Insurance Trust

  

Date: August 14, 2013