N-CSR 1 d75202dncsr.htm GOLDMAN SACHS TRUST Goldman Sachs Trust

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-05349

 

Goldman Sachs Trust

 

(Exact name of registrant as specified in charter)

71 South Wacker Drive, Chicago, Illinois 60606

 

(Address of principal executive offices) (Zip code)

 

Caroline Kraus, Esq.    Copies to:
Goldman, Sachs & Co.    Geoffrey R.T. Kenyon, Esq.
200 West Street    Dechert LLP
New York, New York 10282    100 Oliver Street
   40th Floor
   Boston, MA 02110-2605

 

(Name and address of agents for service)

 

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

 

Date of fiscal year end: October 31

 

Date of reporting period: October 31, 2015

 

 

ITEM 1. REPORTS TO STOCKHOLDERS.

 

     The Annual Report to Shareholders is filed herewith.


Goldman Sachs Funds

 

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Annual Report      

October 31, 2015

 
     

Fundamental Emerging Markets Equity Funds

     

Asia Equity

     

Emerging Markets Equity

     

N-11 Equity

 

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Goldman Sachs Fundamental

Emerging Markets Equity Funds

 

n   ASIA EQUITY

 

n   EMERGING MARKETS EQUITY

 

n   N-11 EQUITY

 

TABLE OF CONTENTS

 

Principal Investment Strategies and Risks

    1   

Investment Process

    3   

Market Review

    4   

Portfolio Management Discussions and Performance Summaries

    6   

Schedules of Investments

    27   

Financial Statements

    36   

Financial Highlights

    40   

Notes to Financial Statements

    46   

Report of Independent Registered Public Accounting Firm

    61   

Other Information

    62   

 

     
NOT FDIC-INSURED   May Lose Value   No Bank Guarantee


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

Principal Investment Strategies and Risks

 

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

The Goldman Sachs Asia Equity Fund invests primarily in a diversified portfolio of equity investments in Asian issuers (excluding Japanese issuers). The Fund is 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 than investments in U.S. securities and are subject to the risks of currency fluctuations and adverse economic or political developments. Because of its exposure to Asian issuers, the Fund is subject to greater risk of loss as a result of adverse securities markets, exchange rates and social, political, regulatory or economic events that may occur in Asian countries. 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. At times, the Fund may be unable to sell certain of its illiquid investments without a substantial drop in price, if at all.

The Goldman Sachs Emerging Markets Equity Fund invests primarily in a diversified portfolio of equity investments in emerging country issuers. The Fund is 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 than investments in U.S. securities and are subject to the risks of currency fluctuations and adverse economic or political developments. The securities markets of emerging countries have less government regulation and are subject to less extensive accounting and financial reporting requirements than the markets of more developed countries. Because the Fund may invest heavily in specific sectors, the Fund is subject to greater risk of loss as a result of adverse economic, business or other developments affecting such sectors. At times, the Fund may be unable to sell certain of its illiquid investments without a substantial drop in price, if at all.

The Goldman Sachs N-11 Equity Fund invests primarily in a portfolio of equity investments that are tied economically to the “N-11 countries” or in issuers that participate in the markets of the following N-11 countries: Bangladesh, Egypt, Indonesia, Mexico, Nigeria, Pakistan, Philippines, South Korea, Turkey and Vietnam. While Iran is among the N-11 countries, the Fund will not invest in issuers organized under the laws of Iran, or domiciled in Iran, or in certain other issuers as necessary to comply with U.S. economic sanctions against Iran. The Fund is 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 than investments in U.S. securities and are subject to the risks of currency fluctuations and adverse economic or political developments. Such securities are also subject to foreign custody risk. Because of its exposure to the N-11 countries, the Fund is subject to greater risk of loss as a result of adverse securities markets, exchange rates and social, political, regulatory or economic events that may occur in those countries. The N-11 countries generally have smaller economies or less developed capital markets than traditional emerging markets countries, and, as a result, the risks of investing in these countries are magnified. Because the Fund may invest heavily in specific sectors, the Fund is subject to greater risk of loss as a result of adverse economic, business or other developments affecting such sectors. The Fund may concentrate its investments in a specific industry (only in the event that that industry represents 20% or more of the Fund’s benchmark index at the time of investment), subjecting it to greater risk of loss as a result of adverse economic, business or other developments affecting that industry. At times, the Fund may be unable to sell certain of its illiquid investments without a substantial drop in price, if at all. The Fund is “non-diversified” and may

 

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GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

invest a larger percentage of its assets in fewer issuers than “diversified” mutual funds. Accordingly, the Fund may be more susceptible to adverse developments affecting any single issuer held in its portfolio and to greater losses resulting from these developments.

 

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GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

What Differentiates Goldman Sachs’ Fundamental Emerging Markets Equity Investment Process?

 

Goldman Sachs’ Fundamental Emerging Markets Equity investment process is based on the belief that strong, consistent results are best achieved through expert stock selection, performed by our dedicated Emerging Markets Team that works together on a global scale. Our deep, diverse and experienced team of research analysts and portfolio managers combines local insights with global, industry-specific expertise to identify its best investment ideas.

 

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n   The Emerging Markets Equity research team, based in the United States, United Kingdom, Japan, China, Korea, Singapore, Brazil, India and Australia, focuses on long- term business and management quality

 

n   Proprietary, bottom-up research is the key driver of our investment process

 

n   Analysts collaborate regularly to leverage regional and industry-specific research and insights

 

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n   Members of each local investment team are aligned by sector and are responsible for finding ideas with the best risk-adjusted upside in their respective areas of coverage

 

n   The decision-making process includes active participation in frequent and regular research meetings

 

n   The Emerging Market Equity team benefits from the country and currency expertise of our Global Emerging Markets Debt and Currency teams

 

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n   Security selections are aligned with levels of investment conviction and risk-adjusted upside

 

n   Continual risk monitoring identifies various risks at the stock and portfolio level and assesses whether they are intended and justified

 

n   Dedicated portfolio construction team assists in ongoing monitoring and adjustment of the Funds

 

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Emerging markets equity portfolios that strive to offer:

 

  n   Access to markets across emerging markets  

 

  n   Disciplined approach to stock selection  

 

  n   Optimal risk/return profiles  

 

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MARKET REVIEW

 

Goldman Sachs Fundamental Emerging

Markets Equity Funds

 

Market Review

Emerging markets equities declined during the 12-month period ended October 31, 2015 (the “Reporting Period”). The MSCI® Emerging Markets Index (Net, USD, Unhedged) (the “MSCI® EM Index”) posted a return of -14.53%.* Emerging markets equities lagged developed markets equities, as measured by the MSCI® Europe, Australasia, Far East (EAFE) Index. Weakness in emerging market equities for most of the Reporting Period reflected concerns about slowing economic growth, particularly in China, and the impact of weak commodity prices, particularly the sharp decline in oil prices.

During the Reporting Period, China’s Gross Domestic Product (“GDP”) growth slowed to less than 7%, down from 7.3% for calendar year 2014, while many other economic indicators similarly deteriorated. However, the Chinese central bank took a number of steps toward easing its monetary policy during the Reporting Period, including cutting its interest rates six times and making several reductions to its reserve requirement ratio. (The reserve requirement ratio is the portion, expressed as a percent, of depositors’ balances banks must have on hand as cash. This is a requirement determined by a country’s central bank. The reserve ratio affects the money supply in a country.)

Still, it appears that the fear of slower economic growth in China rippled through many other emerging markets. Even the International Monetary Fund warned of slower economic growth for 2016, noting the slower growth rates in many emerging economies and the possibility of prolonged weak commodity prices. Brazil’s economic outlook, for example, persistently deteriorated, leading independent ratings agency Standard & Poor’s Ratings Services to cut the country’s sovereign debt rating to below investment grade.

Global equity market volatility heated up during the summer of 2015 and affected emerging market equity performance. Greece teetered on the brink of financial collapse, while the domestic Chinese equity market began a dramatic correction. Further weakening of Chinese economic data and the devaluation of its renminbi weighed on stock markets around the globe.

Slower economic growth in China also led to concerns about the demand for many commodities, including oil. The international Brent crude oil benchmark price fell rather steadily from a high of $115 per barrel in June 2014 to a low of $47 per barrel in January 2015 before rebounding to more than $65 per barrel at the beginning of May 2015 and then stabilizing at slightly less than $50 per barrel for much of the summer and fall of 2015. As a result, the energy sector declined significantly during the Reporting Period. Other commodity prices also weakened, which pressured the materials sector to double-digit negative returns as well during the Reporting Period.

Health care and information technology were the best performing sectors in the MSCI® EM Index during the Reporting Period in part due to robust merger and acquisition activity, though each still posted negative absolute returns.

Regionally, much of Latin America and Central and Eastern Europe notably underperformed the MSCI® EM Index during the Reporting Period. Big commodity-exporting countries such as Brazil were severely impacted by the low commodity prices. Asia, led by China, outperformed the MSCI® EM Index during the Reporting Period.

 

*   All index returns are expressed in U.S. dollar terms.

 

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MARKET REVIEW

 

 

From a country perspective, Hungary was by a wide margin the best performing individual country constituent of the MSCI® EM Index for the Reporting Period overall and the only one to post a positive absolute return. China, the Philippines, South Korea, India and Taiwan also notably outpaced the MSCI® EM Index during the Reporting Period. Conversely, Greece, Brazil, Colombia, Malaysia and Poland were the weakest individual country constituents of the MSCI® EM Index during the Reporting Period.

Looking Ahead

In our view, emerging market equities could finish 2015 with modest gains. First and foremost, we were enthusiastic at the end of the Reporting Period about opportunities at the stock level in many markets that had sold off broadly in the environment of uncertainty and volatility that persisted through much of the summer and early fall of 2015. Furthermore, we believe the effects of the transitions in China’s economy and in energy markets may vary widely by region and by sector. Lastly, in an ongoing era of low interest rates and low commodity prices, we believe equities are still attractive versus bonds, cash and commodities.

We recognize that slower economic growth in China and lower commodity prices are likely a net negative for the Asian regional economy and for much of the emerging markets. Many companies with business models built around Chinese growth may have to change. Outside of Asia, we believe the outlook also remains weak, largely due to commodity prices. Some countries, such as India, could benefit from lower energy prices, lower inflation, less dependence on exports and ongoing reforms to drive their economies. We believe several stock markets have begun to reflect these economic challenges. Indeed, the dramatic resetting of equity prices in the emerging markets is increasing our interest in many stocks and markets, even as those economies face continued challenges. Furthermore, in our view, we continue to find bottom-up opportunities across most markets, often seeking to take advantage of our ability to invest in less-researched areas of the market, including smaller-cap equities and out-of-benchmark stocks.

Uncertainty and volatility can induce near-term market reactions and distortions, sometimes based on technical factors rather than on fundamentals. We believe that the ability to spot these situations and act on them can provide active managers with good long-term opportunities. We believe being well-informed and nimble allows us to initiate or add to positions and enhance the quality of our Funds’ portfolios during these events. In our view, a prudent strategy for investing in volatile times is to mobilize all of the information and resources available to us — from our trading desk to global chief executive officers to our colleagues in fixed income and other markets — to seek to turn temporary technical distortions into long-term value for our shareholders.

As always, we maintain our focus on seeking high-quality equity investments trading at compelling valuations and intend to stay true to our long-term discipline as we seek to navigate potentially volatile markets ahead.

 

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PORTFOLIO RESULTS

 

Goldman Sachs Asia Equity Fund

 

Investment Objective

The Fund seeks long-term capital appreciation.

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Fundamental Asia ex Japan Equity Portfolio Management Team discusses the Goldman Sachs Asia Equity Fund’s (the “Fund”) performance and positioning for the 12-month period ended October 31, 2015 (the “Reporting Period”).

 

Q   How did the Fund perform during the Reporting Period?

 

A   During the Reporting Period, the Fund’s Class A, C, Institutional and IR Shares generated average annual total returns, without sales charges, of 1.20%, 0.43%, 1.60% and 1.46%, respectively. These returns compare to the -7.24% average annual total return of the Fund’s benchmark, the MSCI® All Country Asia ex-Japan Index (Net, USD, Unhedged) (the “Index”), during the same time period.

 

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

 

A   The Fund outperformed the Index on a relative basis during the Reporting Period, primarily attributable to individual stock selection. From a country perspective, effective stock selection in South Korea, China and India contributed most positively. Stock selection in Indonesia and the Philippines detracted from the Fund’s relative results during the Reporting Period. Having an underweighted allocation to Hong Kong, which outpaced the Index during the Reporting Period, also dampened relative results.

 

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

 

A   The Fund benefited most relative to the Index from holdings in Kweichow Moutai, Amorepacific and Sino Biopharmaceutical.

 

    Kweichow Moutai, the largest hard liquor company in China, positioned at the premium end of the market, was a new holding for the Fund during the Reporting Period and the top individual contributor to the Fund’s relative results. We initiated the position, as we believe its valuation at the time of purchase was at a significant discount to its domestic and international peers, and we see re-rating potential largely driven by sequential earnings improvement, enforcement of the A-H shares through-train1, and the ongoing state-owned enterprise reform process. (Re-rating is when the market changes its view of a company sufficiently to make calculation ratios, such as its price/earnings ratio, substantially higher or lower.) Given its strong brand equity and scarcity in supply, we believe that Kweichow Moutai may command higher margins versus its peers. It is the only brand that has been able to uphold its ex-factory price during the last two years, while others were forced to cut prices amid a downturn in the liquor sector. Kweichow Moutai reported healthy earnings during the Reporting Period. We believe many investors were also drawn to the company’s historically defensive nature during spans of market volatility, as demonstrated by its strong performance during the particularly volatile second quarter of 2015 in the China onshore equity market.

 

    Another significant positive contributor was Amorepacific, a leading cosmetics company in South Korea with approximately 30 brands across cosmetics, personal care and health care. The company, a newly established position for the Fund during the Reporting Period, has been gaining both market and mind share in China against competitors, such as L’Oreal and Estee Lauder, perhaps due to its positioning as an Asian brand catering to the Asian demographic’s needs.

 

  1    The A-H shares through-train refers to the Shanghai-Hong Kong Stock Connect, a pilot program for establishing mutual stock market access between Mainland China and Hong Kong, announced in April 2014 by Premier Li Keqiang at the Boao Forum for Asia and officially launched in November 2014. The new cross-border investment channel enables individual investors from Hong Kong and overseas to invest directly in designated securities listed on the Shanghai Stock Exchange and domestic investors from Mainland China to invest directly in designated securities listed on the Stock Exchange of Hong Kong, through their respective local brokers for the first time. A shares refers to shares issued by companies incorporated in Mainland China. They are listed on the Shanghai and Shenzhen Stock Exchanges and quoted in renminbi. They are not listed on the Hong Kong Stock Exchange. H shares refers to shares issued by companies incorporated in Mainland China and listed on the Hong Kong Stock Exchange.

 

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PORTFOLIO RESULTS

 

    (Mind share is the amount of consumer awareness or popularity surrounding a particular product, service or company compared to its competitors.) Furthermore, it has been gaining momentum toward robust revenue growth and margin expansion after successful channel and brand restructuring in both South Korea and China. We believe Amorepacific has significant multi-year growth potential given improving brand awareness in China and further expansion potential into the Southeast Asian market.

 

    Sino Biopharmaceutical is one of the largest pharmaceutical producers with a diversified product portfolio and, in our view, strong research and development capabilities. The company develops drugs for the treatment of ophthalmia, hepatitis and modernized Chinese medicine. During the Reporting Period, the company was able to offset price reductions with significant volume gains. At the end of the Reporting Period, we expected the company’s sales performance to remain solid, mainly driven by volume upside of its major hepatitis drug and by a rapid ramp-up of newly launched drugs.

 

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

 

A   Detracting most from the Fund’s results relative to the Index were positions in Hong Kong-based casino and hotel operator Galaxy Entertainment Group, South Korean electronics equipment and products manufacturer Samsung Electronics and Chinese web services company Baidu.com.

 

    Galaxy Entertainment Group, which operates casino, hotel and other entertainment facilities in Macau, detracted most from the Fund’s results. It underperformed the Index during the Reporting Period on a murky outlook for the overall gaming industry in Macau amid a continuing anti-corruption campaign in China. At the end of the Reporting Period, we still considered the company to be better positioned than many of its peers to defend and compete for market share, especially given its new casino opening in the Cotai area.

 

    Samsung Electronics, the world’s largest smartphone manufacturer, performed strongly during the Reporting Period despite facing a slump in operating margins. Its management guided the company to strong earnings, and the market priced in strong Dynamic Random Access Memory (“DRAM”) growth. As positive analyst sentiment provided a catalyst to the stock’s performance, the Fund’s underweight position in Samsung Electronics’ stock caused it to be a top detractor from relative results.

 

    Baidu.com, which offers many services, including a Chinese language search engine for websites, audio files and images, detracted from the Fund’s results. The company was part of the slowdown experienced by Chinese Internet companies broadly. Baidu was also hurt by rising costs as a result of new business expansion. We sold the Fund’s position in Baidu by the end of the Reporting Period.

 

Q   Which equity market sectors most significantly affected Fund performance during the Reporting Period?

 

A   The sectors that contributed most positively to the Fund’s performance relative to the Index were consumer staples, consumer discretionary and industrials, where stock selection in each boosted relative results. Having an overweighted allocation to consumer staples, which outpaced the Index during the Reporting Period, also added value. In consumer staples, the Fund’s holding in Kweichow Moutai, mentioned earlier, was the strongest positive contributor. In consumer discretionary, a position in Anta Sports Products was an outstanding performer. Anta Sports Products is engaged in manufacturing, trading and distribution of branded sporting goods, including footwear, apparel and accessories, in China. In industrials, the Fund’s position in Samsung C&T, a South Korean trading company that imports and exports electronics, chemicals, metals and semiconductors, was the strongest positive contributor.

 

    The only detractor from the Fund’s relative results during the Reporting Period from a sector perspective was information technology, wherein both stock selection and positioning hurt performance. Within the sector, the Fund’s position in Samsung Electronics, mentioned earlier, disappointed most.

 

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

 

A   During the Reporting Period, we did not use derivatives to hedge positions or as part of an active management strategy.

 

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

 

A  

In addition to the purchases already mentioned, we initiated a Fund position in the South Korea-based LG Chemical of the materials sector. LG Chemical is the largest South Korean chemical company and manufactures petrochemicals, information technology and electronic materials and energy solution materials. We subsequently added to the position on the back of brisk profitability results for its chemical business and resiliency in chemicals demand in the third

 

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PORTFOLIO RESULTS

 

 

quarter of 2015. Furthermore, we believe LG Chemical could benefit from potential strong growth in electric vehicle battery sales, especially given China’s government policy to foster the electric vehicle industry, as well as from corporate innovation and increasing consumer demand.

 

    Within the consumer staples sector, we established a Fund position in Nongshim. Nongshim is the largest producer in South Korea of processed foods, such as instant noodles. During the Reporting Period, we initiated a position in its stock because we believe the company is set to benefit from further penetration of its premium segment, average selling price hikes, and cost savings from low packing costs as a result of the lower oil price.

 

    In addition to those sales already mentioned, we exited the Fund’s position in CJ CheilJedang, a South Korean processed food, pharmaceuticals and household products manufacturing firm. We exited the Fund’s position in CJ CheilJedang due to our concerns surrounding its biochemical business. Further, the company was involved in merger talks, which could pave the way for much-needed consolidation within the industry. However, the breakdown of these talks could adversely impact the company’s competitive position.

 

    We sold the Fund’s position in China Cinda Asset Management (H-shares) (“CINDA”), a Chinese asset management firm in the financials sector. With authorities appearing slow to tackle non-performing loans (“NPLs”) within the banking industry, incremental bad debt formation is accelerating, which is forcing the government to address the issue with the intention of spreading out the risk across the broader capital market. In our view, this may require CINDA to pay competitive costs under the new environment. Although we still believe that “bad banks” will play a leading role in absorbing the system’s NPLs, they are now faced with a trickier situation, where return on invested capital will likely be much less clear than before.

 

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

 

A   Most sector weights are usually established within a relatively narrow range from the Index, as our team prefers to make decisions at the individual stock level, where we believe we can generate more added value. That said, during the Reporting Period, the Fund’s exposure to consumer staples, financials, consumer discretionary and energy increased, and its allocations to information technology, utilities and materials decreased.

 

    Similarly, allocations to countries are directly the result of various stock selection decisions. During the Reporting Period, the Fund’s allocations to China, Malaysia and Indonesia increased, and its exposure to India, South Korea and the Philippines decreased.

 

Q   How was the Fund positioned relative to the Index at the end of the Reporting Period?

 

A   At the end of the Reporting Period, the Fund had overweighted exposure to China compared to the Index. On the same date, the Fund had underweighted exposure relative to the Index to Hong Kong, Singapore, Taiwan, Malaysia and South Korea and had rather neutral exposure relative to the Index in Indonesia, India, Thailand and the Philippines.

 

    From a sector allocation perspective, the Fund had overweighted positions relative to the Index in the consumer discretionary, consumer staples and health care sectors at the end of the Reporting Period. On the same date, the Fund had underweighted positions compared to the Index in the financials, information technology, utilities, telecommunication services and energy sectors and was relatively neutrally weighted compared to the Index in materials and industrials.

 

    As always, we remained focused on individual stock selection, with sector and country positioning being a secondary, closely-monitored effect.

 

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FUND BASICS

 

Asia Equity Fund

as of October 31, 2015

 

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  PERFORMANCE REVIEW   
     November 1, 2014–October 31, 2015    Fund Total Return
(based on NAV)1
     MSCI® AC (All Country)
Asia ex-Japan Index2
 
  Class A      1.20      -7.24
  Class C      0.43         -7.24   
  Institutional      1.60         -7.24   
    Class IR      1.46         -7.24   

 

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

 

  2    The MSCI® All Country (AC) Asia ex-Japan Index (Net, USD, Hedged) is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of Asia, excluding Japan. The MSCI AC Asia ex-Japan Index consists of the following 10 developed and emerging market country indices: China, Hong Kong, India, Indonesia, Korea, Malaysia, Philippines, Singapore, Taiwan, and Thailand. This index is net of dividends re-invested after deduction of withholding taxes, using a tax rate applicable to non-resident institutional investors who do not benefit from double taxation treaties. This series approximates the minimum possible dividend reinvestment. The dividend is reinvested after deduction of withholding tax, applying the rate to nonresident individuals who do not benefit from double taxation treaties. MSCI Barra uses withholding tax rates applicable to Luxembourg holding companies, as Luxembourg applies the highest rates. It is not possible to invest directly in an index.

 

  STANDARDIZED TOTAL RETURNS3   
     For the period ended 9/30/15   One Year     Five Years     Ten Years     Since Inception     Inception Date  
  Class A     -9.59     -0.14     3.63     1.91     7/08/94   
  Class C     -6.00        0.23        3.43        1.08        8/15/97   
  Institutional     -3.88        1.40        4.64        1.94        2/02/96   
    Class IR     -4.07        N/A        N/A        -2.22        2/28/14   

 

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

 

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

 

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FUND BASICS

 

 

 

  EXPENSE RATIOS4   
          Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
  Class A     1.72      2.23
  Class C     2.47         2.99   
  Institutional     1.31         1.86   
    Class IR     1.44         1.99   

 

  4    The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectus for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. Pursuant to a contractual arrangement, the Fund’s waivers and/or expense limitations will remain in place through at least July 31, 2016, and prior to such date the Investment Adviser may not terminate the arrangements without the approval of the Fund’s Board of Trustees. If these arrangements are discontinued in the future, the expense ratios may change without shareholder approval.

 

  TOP TEN HOLDINGS AS OF 10/31/155
     Holding   % of
Net Assets
     Line of Business    Country
  AIA Group Ltd.     4.4    Insurance    Hong Kong
  Tencent Holdings Ltd.     4.0       Software & Services    China
  LG Chem Ltd.     3.3       Materials    South Korea
  NongShim Co. Ltd.     3.3       Food, Beverage & Tobacco    South Korea
  IMAX China Holding, Inc.     3.1       Media    Hong Kong
  ANTA Sports Products Ltd.     3.0       Consumer Durables &
Apparel
   China
  Sino Biopharmaceutical Ltd.     3.0       Pharmaceuticals,
Biotechnology & Life
Sciences
   Hong Kong
  Ping An Insurance Group Co. of China Ltd. Class H     2.7       Insurance    China
  China Mobile Ltd.     2.5       Telecommunication Services    Hong Kong
    Taiwan Semiconductor Manufacturing Co. Ltd.     2.5       Semiconductors &
Semiconductor Equipment
   Taiwan

 

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

 

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FUND BASICS

 

 

 

  FUND VS. BENCHMARK SECTOR ALLOCATIONS6
     As of October 31, 2015

 

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  6    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.

 

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GOLDMAN SACHS ASIA EQUITY FUND

 

Performance Summary

October 31, 2015

 

The following graph shows the value, as of October 31, 2015, of a $1,000,000 investment made on November 1, 2005 in Institutional Shares (at NAV). For comparative purposes, the performance of the Fund’s benchmark, the MSCI® All Country Asia ex-Japan Index (Net, USD, Unhedged), is shown. This performance data represents past performance and should not be considered indicative of future performance, which will fluctuate with changes in market conditions. These performance fluctuations will cause an investor’s shares, when redeemed, to be worth more or less than their original cost. Performance reflects applicable fee waivers and/or expense limitations in effect during the periods shown and in their absence, performance would be reduced. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance of Class A, Class C and Class IR Shares will vary from that of Institutional Shares due to differences in class specific fees and any applicable sales charges. In addition to the Investment Adviser’s decisions regarding issuer/industry/country investment selection and allocation, other factors may affect Fund performance. These factors include, but are not limited to, Fund operating fees and expenses, portfolio turnover and subscription and redemption cash flows affecting the Fund.

 

Asia Equity Fund’s 10 Year Performance

Performance of a $1,000,000 Investment, with distributions reinvested, from November 1, 2005 through October 31, 2015.

 

LOGO

 

Average Annual Total Return through October 31, 2015      One Year         Five Years         Ten Years       Since Inception

Class A (Commenced July 8, 1994)

           

Excluding sales charges

     1.20%         1.72%         5.67%       2.48%

Including sales charges

     -4.38%         0.58%         5.07%       2.20%

 

Class C (Commenced August 15, 1997)

           

Excluding contingent deferred sales charges

     0.43%         0.96%         4.87%       1.43%

Including contingent deferred sales charges

     -0.57%         0.96%         4.87%       1.43%

 

Institutional (Commenced February 2, 1996)

     1.60%         2.13%         6.09%       2.26%

 

Class IR (Commenced February 28, 2014)

     1.46%         N/A         N/A       1.65%

 

 

 

12


PORTFOLIO RESULTS

 

Goldman Sachs Emerging Markets Equity Fund

 

Investment Objective

The Fund seeks long-term capital appreciation.

Portfolio Management Discussion and Analysis

Effective as of the close of business on October 23, 2015, the Goldman Sachs BRIC Fund was merged into the Goldman Sachs Emerging Markets Equity Fund. The reorganization was recommended by Goldman Sachs Asset Management International in connection with an effort to optimize the Goldman Sachs Funds and eliminate overlapping products. The Goldman Sachs Emerging Markets Equity Fund (the “Fund”) acquired all of the assets of the Goldman Sachs BRIC Fund — which totaled approximately $103.2 million as of October 23, 2015 (the last traded day of the Goldman Sachs BRIC Fund) — and the Goldman Sachs BRIC Fund was subsequently liquidated and shareholders of the Goldman Sachs BRIC Fund became shareholders of the Fund. Below, the Goldman Sachs Fundamental Emerging Markets Equity Portfolio Management Team discusses the Fund’s performance and positioning for the 12-month period ended October 31, 2015 (the “Reporting Period”).

 

Q   How did the Fund perform during the Reporting Period?

 

A   During the Reporting Period, the Fund’s Class A, C, Institutional, Service and IR Shares generated average annual total returns, without sales charges, of -7.81%, -8.52%, -7.49%, -7.93% and -7.62%, respectively. These returns compare to the -14.53% average annual total return of the Fund’s benchmark, the MSCI® Emerging Markets Index (Net, USD, Unhedged) (the “Index”), during the same period.

 

    Since their inception on July 31, 2015, the Fund’s Class R6 Shares generated a cumulative total return, without sales charge, of -5.86%. This return compares to the -5.49% cumulative total return of the Index during the same period.

 

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

 

A   While the Fund’s absolute returns were disappointing, the Fund outperformed the Index on a relative basis during the Reporting Period. Effective stock selection in India, South Korea and China benefited the Fund’s performance most. Such positive contributors were only partially offset by the detracting effect of weak stock selection in Peru and of having an overweighted allocation to Colombia, which significantly underperformed the Index during the Reporting Period. Having exposure to Georgia, which is not a component of the Index and which significantly underperformed the Index, also hurt performance.

 

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

 

A   The strongest contributors to the Fund’s performance during the Reporting Period were Samsung C&T, Unifin Financiera and Kweichow Moutai.

 

      Samsung C&T is a South Korea-based company engaged in construction and trading businesses worldwide. A new purchase for the Fund during the Reporting Period, the company underperformed the Index on concerns about its ongoing restructuring exercise, and thus the Fund’s underweight position in its stock contributed positively to relative returns. That said, we sold the Fund’s position in Samsung C&T by the end of the Reporting Period.

 

    Unifin Financiera, a new purchase for the Fund during the Reporting Period, is a leading independent leasing company in Mexico that services a segment of the market underserved by the regular banking systems, namely small and medium enterprises. The company has been working to strengthen its franchise by opening regional offices in order to be exposed to what it considers to be the most promising regional markets and by promoting cross-selling in its underpenetrated client base. The company deployed the additional capital raised during its Initial Public Offering and reported strong earnings during the Reporting Period. We believe the company also benefited from better than expected demand for its services.

 

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PORTFOLIO RESULTS

 

    Kweichow Moutai, the largest hard liquor company in China, positioned at the premium end of the market, was a new holding for the Fund during the Reporting Period and a top individual contributor to the Fund’s relative results. We initiated the position, as we believe its valuation at the time of purchase was at a significant discount to its domestic and international peers, and we see re-rating potential largely driven by sequential earnings improvement, enforcement of the A-H shares through-train1, and the ongoing state-owned enterprise reform process. (Re-rating is when the market changes its view of a company sufficiently to make calculation ratios, such as its price/earnings ratio, substantially higher or lower.) Given its strong brand equity and scarcity in supply, we believe that Kweichow Moutai may command higher margins versus its peers. It is the only brand that has been able to uphold its ex-factory price during the last two years, while others were forced to cut prices amid a downturn in the liquor sector. Kweichow Moutai reported healthy earnings during the Reporting Period. We believe many investors were also drawn to the company’s historically defensive nature during spans of market volatility, as demonstrated by its strong performance during the particularly volatile second quarter of 2015 in the China onshore equity market.

 

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

 

A   Detracting most from the Fund’s results relative to the Index were positions in Samsung Electronics, BB Seguridade Participacoes and Sberbank.

 

    South Korean electronics equipment and products manufacturer Samsung Electronics is the world’s largest smartphone manufacturer. The company performed strongly during the Reporting Period despite facing a slump in operating margins. Its management guided the company to strong earnings, and the market priced in strong Dynamic Random Access Memory (“DRAM”) growth. As positive analyst sentiment provided a catalyst to the stock’s

 

  1    The A-H shares through-train refers to the Shanghai-Hong Kong Stock Connect, a pilot program for establishing mutual stock market access between Mainland China and Hong Kong, announced in April 2014 by Premier Li Keqiang at the Boao Forum for Asia and officially launched in November 2014. The new cross-border investment channel enables individual investors from Hong Kong and overseas to invest directly in designated securities listed on the Shanghai Stock Exchange and domestic investors from Mainland China to invest directly in designated securities listed on the Stock Exchange of Hong Kong, through their respective local brokers for the first time. A shares refers to shares issued by companies incorporated in Mainland China. They are listed on the Shanghai and Shenzhen Stock Exchanges and quoted in renminbi. They are not listed on the Hong Kong Stock Exchange. H shares refers to shares issued by companies incorporated in Mainland China and listed on the Hong Kong Stock Exchange.

 

     performance, the Fund’s underweight position in Samsung Electronics’ stock caused it to be a top detractor from relative results.

 

    BB Seguridade Participacoes, a Brazilian insurance and brokerage holding company, is a widely held stock, especially among foreign investors. As such, we believe its stock was disproportionately impacted by the sell-off triggered by the downgrade of Brazil to below investment grade by independent ratings agency Standard & Poor’s Ratings Services.

 

    The Fund’s holding in Sberbank detracted from the Fund’s relative results during the Reporting Period as well. Russia’s largest bank was weighed down by the continued impact of sanctions on the nation, prompting us to eliminate the Fund’s position during the first half of the Reporting Period.

 

Q   Which equity market sectors most significantly affected Fund performance during the Reporting Period?

 

A   Relative to the Index, strong stock selection within the consumer staples and industrials sectors contributed most positively to the Fund’s performance. Having an underweighted allocation to energy, which significantly underperformed the Index during the Reporting Period, also added value. In consumer staples, the Fund’s holding in Kweichow Moutai, already mentioned, was the strongest contributor. In industrials, the Fund’s position in Samsung C&T, also already mentioned, was an outstanding performer. Notably, the Fund’s holding in Gazprom, the largest extractor of natural gas in the world, boosted Fund results within the energy sector.

 

    Conversely, weak stock selection in information technology and materials detracted most from the Fund’s relative results during the Reporting Period. Having an overweighted allocation to financials, which underperformed the Index during the Reporting Period, also hurt. In information technology, the Fund’s position in Samsung Electronics, already mentioned, was the largest detractor from relative returns. In materials, the Fund’s position in Petra Diamonds, a diamond mining group focused on the exploration and mining of diamonds in Africa, was the biggest disappointment. In financials, the Fund’s position in BB Seguridade Participacoes, already mentioned, detracted most from returns.

 

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

 

A  

During the Reporting Period, the Fund used equity-linked notes and participatory notes to gain exposure to select

 

14


PORTFOLIO RESULTS

 

 

stocks. The use of these derivatives did not have a material impact on the Fund’s performance during the Reporting Period.

 

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

 

A   In addition to those purchases already mentioned, we initiated a Fund position in Hong Kong Exchanges & Clearing (“HKEx”). HKEx is the main market operator for securities and derivatives trading and clearing in Hong Kong. The stock exchange is a near-monopoly business with little current or potential competition in its home market. China’s equity market is still under-developed on a comparative global basis, and thus we believe there is still room for structural development, in terms of better breadth and depth of the market, that may benefit HKEx over time.

 

    Within the consumer staples sector, we established a Fund position in Nongshim. Nongshim is the largest producer in South Korea of processed foods, such as instant noodles. During the Reporting Period, we initiated a position in its stock because we believe the company is set to benefit from further penetration of its premium segment, average selling price hikes, and cost savings from low packing costs as a result of the lower oil price.

 

    In addition to those sales already mentioned, we exited the Fund’s position in Hanjin Kal within the South Korean industrials sector. Hanjin Kal is a holding company with subsidiaries in the South Korean travel industry, including airline, hotel, travel-related services and real estate. We believe Hanjin Kal has been a direct beneficiary of strong tourism in South Korea, and its stock significantly outperformed the Index during the first half of the Reporting Period. We decided to sell the Fund’s position, taking profits, as its valuation began to seem expensive, in our view, relative to other opportunities in this sector.

 

    Within the information technology sector, we eliminated the Fund’s position in China’s e-commerce retailing giant Alibaba Group. We exited the position due to the slowdown of gross merchandise value (“GMV”) growth and the decline of its market share. Given these factors, we believe Alibaba Group was trading at a premium to the market and also to most of its peers. Considering that the Fund already had a robust weighting in e-commerce companies and our view that Alibaba Group had less upside potential than some of its peers — along with uncertainty on GMV growth, we decided to sell the position.

 

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

 

A   Most sector weights are usually established within a narrow range from the Index, as our team prefers to make decisions at the individual stock level, where we believe we can generate more added value. That said, during the Reporting Period, the Fund’s exposure relative to the Index to financials, consumer staples, consumer discretionary and health care increased, and its allocations relative to the Index to information technology, industrials, materials and utilities decreased.

 

    Similarly, allocations to countries are directly the result of various stock selection decisions. As such, the Fund’s exposure relative to the Index in China and Greece increased, and its allocations relative to the Index to India, the Philippines, Thailand and Russia decreased.

 

Q   How was the Fund positioned relative to the Index at the end of the Reporting Period?

 

A   At the end of the Reporting Period, the Fund had overweighted exposures to India, Indonesia and Peru and underweighted exposures to South Africa, Taiwan, South Korea and Malaysia relative to the Index. On the same date, the Fund was relatively neutrally weighted to the Index in the remaining components of the Index and had exposure to several equity markets that are not components of the Index, including Singapore, Georgia and Vietnam.

 

    From a sector allocation perspective, the Fund had overweighted positions relative to the Index in consumer discretionary, health care, financials and consumer staples at the end of the Reporting Period. The Fund had underweighted positions compared to the Index in the energy, materials, information technology, utilities and industrials sectors at the end of the Reporting Period.

 

    As always, we remained focused on individual stock selection, with sector and country positioning being a secondary, closely-monitored effect.

 

15


FUND BASICS

 

Emerging Markets Equity Fund

as of October 31, 2015

 

LOGO

  PERFORMANCE REVIEW   
     November 1, 2014–October 31, 2015    Fund Total Return
(based on NAV)1
       MSCI® Emerging
Markets Index2
 
  Class A      -7.81        -14.53
  Class C      -8.52           -14.53   
  Institutional      -7.49           -14.53   
  Service      -7.93           -14.53   
    Class IR      -7.62           -14.53   
                         
     July 31, 2015–October 31, 2015                  
    Class R6      -5.86        -5.49

 

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

 

  2    The MSCI® Emerging Markets Index (Net, USD, Unhedged) is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. As of June 2, 2014 the MSCI® Emerging Markets Index consists of the following 23 emerging market country indexes: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Peru, Philippines, Poland, Qatar, Russia, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates. It is not possible to invest directly in an index.

 

  STANDARDIZED TOTAL RETURNS3
     For the period ended 9/30/15   One Year     Five Years     Ten Years     Since Inception     Inception Date
  Class A     -17.38     -3.46     2.40     5.02   12/15/97
  Class C     -14.06        -3.10        2.21        4.67      12/15/97
  Institutional     -12.25        -1.98        3.39        5.88      12/15/97
  Service     -12.69        -2.47        2.88        5.24      12/15/97
  Class IR     -12.34        -2.13        N/A        -0.06      8/31/10
    Class R6     N/A        N/A        N/A        -11.12      7/31/15

 

  3    The Standardized Total Returns are average annual or cumulative total returns for periods less than 1 year as of the most recent calendar quarter-end. They assume reinvestment of all distributions at NAV. These returns reflect a maximum initial sales charge of 5.5% for Class A Shares and the assumed contingent deferred sales charge for Class C Shares (1% if redeemed within 12 months of purchase). Because Institutional, Service, Class IR and Class R6 Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

 

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

 

16


FUND BASICS

 

 

 

  EXPENSE RATIOS4   
          Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
  Class A     1.64      1.94
  Class C     2.40         2.69   
  Institutional     1.24         1.54   
  Service     1.75         2.04   
  Class IR     1.40         1.69   
    Class R6     1.22         1.52   

 

  4    The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectus for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. Pursuant to a contractual arrangement, the Fund’s waivers and/or expense limitations will remain in place through at least July 31, 2016, and prior to such date the Investment Adviser may not terminate the arrangements without the approval of the Fund’s Board of Trustees If these arrangements are discontinued in the future, the expense ratios may change without shareholder approval.

 

  TOP TEN HOLDINGS AS OF 10/31/155
     Holding   % of
Net Assets
     Line of Business    Country
  iShares MSCI South Korea Capped ETF     4.8    Exchange Traded Fund    United States
  Tencent Holdings Ltd.     3.9       Software & Services    China
  Taiwan Semiconductor Manufacturing Co. Ltd.     3.0       Semiconductors &
Semiconductor Equipment
   Taiwan
  PChome Online, Inc.     2.3       Software & Services    Taiwan
  PT Bank Central Asia Tbk     2.1       Banks    Indonesia
  Hong Kong Exchanges and Clearing Ltd.     2.1       Diversified Financials    Hong Kong
  NongShim Co. Ltd.     2.0       Food, Beverage & Tobacco    South Korea
  iShares China Large-Cap ETF     2.0       Exchange Traded Fund    United States
  Sino Biopharmaceutical Ltd.     1.9       Pharmaceuticals,
Biotechnology & Life
Sciences
   Hong Kong
    Cognizant Technology Solutions Corp. Class A     1.9       Software & Services    United States

 

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

 

17


FUND BASICS

 

 

 

  FUND VS. BENCHMARK SECTOR ALLOCATIONS6
     As of October 31, 2015

 

LOGO

 

 

  6    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 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

 

18


GOLDMAN SACHS EMERGING MARKETS EQUITY FUND

 

Performance Summary

October 31, 2015

 

The following graph shows the value, as of October 31, 2015, of a $1,000,000 investment made on November 1, 2005 in Institutional Shares (at NAV). For comparative purposes, the performance of the Fund’s benchmark, the MSCI® Emerging Markets Index (Gross, USD, Unhedged), is shown. This performance data represents past performance and should not be considered indicative of future performance, which will fluctuate with changes in market conditions. These performance fluctuations will cause an investor’s shares, when redeemed, to be worth more or less than their original cost. Performance reflects applicable fee waivers and/or expense limitations in effect during the periods shown and in their absence, performance would be reduced. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance of Class A, Class C, Service, Class IR and Class R6 Shares will vary from that of Institutional Shares due to differences in class specific fees and any applicable sales charges. In addition to the Investment Adviser’s decisions regarding issuer/industry/country investment selection and allocation, other factors may affect Fund performance. These factors include, but are not limited to, Fund operating fees and expenses, portfolio turnover and subscription and redemption cash flows affecting the Fund.

 

Emerging Markets Equity Fund’s 10 Year Performance

Performance of a $1,000,000 Investment, with distributions reinvested, from November 1, 2005 through October 31, 2015.

 

LOGO

 

Average Annual Total Return through October 31, 2015      One Year         Five Years         Ten Years       Since Inception

Class A (Commenced December 15, 1997)

           

Excluding sales charges

     -7.81%         -1.87%         4.28%       5.66%

Including sales charges

     -12.88%         -2.97%         3.69%       5.33%

 

Class C (Commenced December 15, 1997)

           

Excluding contingent deferred sales charges

     -8.52%         -2.59%         3.49%       4.99%

Including contingent deferred sales charges

     -9.44%         -2.59%         3.49%       4.99%

 

Institutional (Commenced December 15, 1997)

     -7.49%         -1.48%         4.69%       6.20%

 

Service (Commenced December 15, 1997)

     -7.93%         -1.97%         4.17%       5.55%

 

Class IR (Commenced August 31, 2010)

     -7.62%         -1.65%         N/A       1.05%

 

Class R6 (Commenced July 31, 2015)(a)

     N/A         N/A         N/A       -5.86%

 

 

(a)   Total return for periods of less than one year represent cumulative total returns.

 

19


PORTFOLIO RESULTS

 

Goldman Sachs N-11 Equity Fund

 

Investment Objective

The Fund seeks long-term capital appreciation.

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Fundamental Emerging Markets Equity Portfolio Management Team discusses the Goldman Sachs N-11 Equity Fund’s (the “Fund”) performance and positioning for the 12-month period ended October 31, 2015 (the “Reporting Period”).

 

Q   How did the Fund perform during the Reporting Period?

 

A   During the Reporting Period, the Fund’s Class A, C, Institutional and IR Shares generated average annual total returns, without sales charges, of -17.68%, -18.29%, -17.34% and -17.45%, respectively. These returns compare to the -16.55% average annual total return of the Fund’s benchmark, the MSCI® GDP Weighted Next 11 ex-Iran Index (Net, USD, Unhedged) (the “Index”), during the same period.

 

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

 

A   The Fund underperformed the Index during the Reporting Period. The Fund’s stock selection in Nigeria, Pakistan and the Philippines detracted most. Such detractors were only partially offset by the positive contributions of effective stock selection in Turkey and South Korea. Having an underweighted allocation to Indonesia, which significantly underperformed the Index during the Reporting Period, also helped.

 

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

 

A   Detracting most from the Fund’s results relative to the Index were positions in SK Hynix, Samsung Electronics and Oil & Gas Development Company (“OGDC”).

 

    SK Hynix, the world’s second-largest memory chipmaker, was the largest detractor from the Fund’s results during the Reporting Period. Its stock underperformed as increased competitive pressures impacted its medium-term growth outlook.

 

    Samsung Electronics, the world’s largest smartphone manufacturer, performed strongly during the Reporting Period despite facing a slump in operating margins. Its management guided to strong earnings, and the market priced in strong Dynamic Random Access Memory (“DRAM”) growth. As positive analyst sentiment provided a catalyst to the stock’s performance, the Fund’s underweight position in Samsung Electronics’ stock caused it to be a top detractor from relative results.

 

    OGDC, a Pakistani multi-national oil and gas company, suffered as a result of low oil prices in 2015 and from disappointing production growth. In addition, the company’s drilling activity and reserve additions were both lower than its initial guidance. In an attempt to protect its balance sheet in the face of lower oil prices, the company lowered its dividends, which was also disappointing to the market.

 

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

 

A   The strongest contributors to the Fund’s performance during the Reporting Period were Amorepacific, Hanssem and Global Telecom Holding.

 

   

Amorepacific, a leading cosmetics company in South Korea with approximately 30 brands across cosmetics, personal care and health care, was the top positive contributor to the Fund’s relative results during the Reporting Period. The company, a newly established position for the Fund during the Reporting Period, has been gaining both market and mind share in China against competitors, such as L’Oreal and Estee Lauder, perhaps due to its positioning as an Asian brand catering to the Asian demographic’s needs. (Mind share is the amount of consumer awareness or popularity surrounding a particular product, service or company compared to its competitors.) Furthermore, it has been gaining momentum toward robust revenue growth and margin expansion after successful channel and brand restructuring in both South Korea and China. We believe Amorepacific has significant multi-year growth potential

 

20


PORTFOLIO RESULTS

 

 

given improving brand awareness in China and further expansion potential into the Southeast Asian market.

 

    Hanssem is a domestic furniture company based in South Korea and has been the main consolidator of a fragmented furniture market in the country. During the Reporting Period, Hanssem benefited from strong top-line, or revenue, growth. The company also remained an industry leader in terms of earnings growth and return on equity, supporting our positive view of its prospects ahead. At the end of the Reporting Period, the company expected its growth story to remain effective, backed by swift sales growth in new product categories.

 

    Global Telecom Holding is an international telecommunications company operating global system for mobile (“GSM”) communications networks in the Middle East, Africa, Canada and Asia. Its stock underperformed during the Reporting Period, mainly due to market concerns about a Vimpelcom loan and the nature of the loan’s terms. (Vimpelcom is a controlling shareholder in the company.) At a 12.5% U.S. dollar interest rate, the market saw the loan as onerous and appeared to believe that minority shareholders were being treated unfairly. As the Fund was underweight Global Telecom Holding and its stock underperformed, it proved to be a strong positive contributor to relative results. That said, we sold the Fund’s position in Global Telecom Holding by the end of the Reporting Period.

 

Q   Which equity market sectors most significantly affected Fund performance during the Reporting Period?

 

A   Relative to the Index, weak stock selection within the energy, information technology and industrials sectors detracted most from the Fund’s performance during the Reporting Period. Having an underweighted allocation to information technology, which outpaced the Index during the Reporting Period, also hurt performance. A notable individual driver of underperformance in the energy sector was a holding in OGDC, already mentioned. In information technology, the Fund’s position in SK Hynix, already mentioned, hurt performance most. In industrials, the Fund’s position in Alliance Global dampened results most. Alliance Global is one of the largest companies based in the Philippines, with business activities spanning the food and beverage industry, gambling and real estate development.

 

    Conversely, strong stock selection within consumer staples, financials and consumer discretionary contributed most positively to the Fund’s performance. In consumer staples, the Fund’s position in Amorepacific, already mentioned, was the largest positive contributor to results. In financials, the Fund’s position in Unifin Financiera, the leading independent leasing company in Mexico, was the strongest individual performer. In consumer discretionary, the Fund’s holding in Hanssem, already mentioned, was an outstanding performer.

 

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

 

A   During the Reporting Period, the Fund gained exposure to select stocks through equity-linked notes and participatory notes.

 

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

 

A   In addition to Amorepacific, already mentioned, we initiated a Fund position in Sampoerna, an Indonesian tobacco company within the consumer staples sector. We liked the stock because the company maintains a monopolistic position, controlling approximately 34% of the Indonesian tobacco market.

 

    In addition to the sale of Global Telecom Holding, mentioned earlier, we exited the Fund’s position in Grupo Financiero Banorte, one of the four largest commercial banks of Mexico, as measured by assets and loans, and the largest retirement fund administrator in the country. We sold the position because we considered its valuation to be rich and believed the reform implementation in Mexico to have been slower than expected amidst disappointing oil production.

 

    We eliminated the Fund’s position in Turkiye Is Bankasi, a Turkish bank, during the Reporting Period. We opted to maintain the Fund’s positions in Akbank and in Turkiye Garanti Bankasi, which we felt looked more attractive in terms of risk/return.

 

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

 

A   Most sector weights are usually established within a narrow range from the Index, as our team prefers to make decisions at the individual stock level, where we believe we can generate more added value. That said, during the Reporting Period, the Fund’s exposure relative to the Index to consumer staples, financials and health care increased, and its allocations relative to the Index to materials, information technology, industrials, telecommunication services and utilities decreased.

 

   

Similarly, allocations to countries are directly the result of various stock selection decisions. As such, the Fund’s

 

21


PORTFOLIO RESULTS

 

 

allocation relative to the Index to Vietnam, Pakistan and Bangladesh modestly increased, and its exposure relative to the Index in South Korea, Mexico and Nigeria modestly decreased.

 

Q   How was the Fund positioned relative to the Index at the end of the Reporting Period?

 

A   At the end of the Reporting Period, the Fund was relatively neutrally weighted to the Index in all of the country components of the Index, with the exception of South Korea, where the Fund held an underweight relative to the Index.

 

    From a sector allocation perspective, the Fund had overweighted positions relative to the Index in consumer staples, financials and health care at the end of the Reporting Period. The Fund had underweighted positions compared to the Index in the industrials, materials, information technology, telecommunication services, energy and utilities sectors and rather neutral positions relative to the Index in the consumer discretionary sector at the end the Reporting Period.

 

    As always, we remained focused on individual stock selection, with sector and country positioning being a secondary, closely-monitored effect.

 

22


FUND BASICS

 

N-11 Equity Fund

as of October 31, 2015

 

LOGO

  PERFORMANCE REVIEW   
     November 1, 2014–October 31, 2015    Fund Total Return
(based on NAV)1
     MSCI® GDP Weighted Next 11
ex Iran Index2
 
  Class A      -17.68      -16.55
  Class C      -18.29         -16.55   
  Institutional      -17.34         -16.55   
    Class IR      -17.45         -16.55   

 

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

 

  2    The MSCI® Next 11 ex-Iran GDP Weighted Index (Net, Unhedged, USD) comprises the following 10 emerging and frontier market indices: Bangladesh, Egypt, Indonesia, Mexico, Nigeria, Pakistan, Philippines, South Korea, Turkey and Vietnam. The index is designed to reflect the performance of the N-11 ex Iran countries based on the size of each country’s economy rather than the size of its equity market, by using country weights based on a country’s gross domestic product (GDP). Each country is divided into large- and mid-cap segments and provides exhaustive coverage of these size segments by targeting a coverage range around 85% of free float-adjusted market capitalization in that market. It is not possible to invest directly in an index.

 

  STANDARDIZED TOTAL RETURNS3
     For the period ended 9/30/15   One Year      Since Inception      Inception Date
  Class A     -27.45      -4.00    2/28/11
  Class C     -24.61         -3.56       2/28/11
  Institutional     -22.96         -2.44       2/28/11
    Class IR     -23.00         -2.57       2/28/11

 

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

 

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

 

23


FUND BASICS

 

 

 

  EXPENSE RATIOS4   
          Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
  Class A     1.73      2.07
  Class C     2.48         2.82   
  Institutional     1.33         1.67   
    Class IR     1.48         1.81   

 

  4    The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectus for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. Pursuant to a contractual arrangement, the Fund’s waivers and/or expense limitations will remain in place through at least July 31, 2016, and prior to such date the Investment Adviser may not terminate the arrangements without the approval of the Fund’s Board of Trustees. If these arrangements are discontinued in the future, the expense ratios may change without shareholder approval.

 

  TOP TEN HOLDINGS AS OF 10/31/155
     Holding   % of
Net Assets
     Line of Business    Country
  Samsung Electronics Co. Ltd.     5.5    Technology Hardware &
Equipment
   South Korea
  PT Bank Central Asia Tbk     3.8       Banks    Indonesia
  America Movil SAB de CV Class L ADR     3.7       Telecommunication Services    Mexico
  BIM Birlesik Magazalar AS     3.0       Food & Staples Retailing    Turkey
  Commercial International Bank Egypt SAE     2.9       Banks    Egypt
  Turkiye Garanti Bankasi AS     2.6       Banks    Turkey
  Wal-Mart de Mexico SAB de CV     2.5       Food & Staples Retailing    Mexico
  Akbank TAS     2.3       Banks    Turkey
  Amorepacific Corp.     2.3       Household & Personal
Products
   South Korea
    Hanjaya Mandala Sampoerna Tbk PT     2.1       Food, Beverage & Tobacco    Indonesia

 

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

 

24


FUND BASICS

 

 

 

  FUND VS. BENCHMARK SECTOR ALLOCATIONS6
     As of October 31, 2015

 

LOGO

 

 

  6    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.

 

25


GOLDMAN SACHS N-11 EQUITY FUND

 

Performance Summary

October 31, 2015

 

The following graph shows the value, as of October 31, 2015, of a $1,000,000 investment made on February 28, 2011 (commencement of operations) in Institutional Shares (at NAV). For comparative purposes, the performance of the Fund’s benchmark, the MSCI® Next 11 ex Iran GDP Weighted Index (Net, Unhedged, USD), is shown. This performance data represents past performance and should not be considered indicative of future performance, which will fluctuate with changes in market conditions. These performance fluctuations will cause an investor’s shares, when redeemed, to be worth more or less than their original cost. Performance reflects applicable fee waivers and/or expense limitations in effect and in their absence, performance would be reduced. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance of Class A, Class C and Class IR Shares will vary from that of Institutional Shares due to differences in class specific fees and any applicable sales charges. In addition to the Investment Adviser’s decisions regarding issuer/industry/country investment selection and allocation, other factors may affect Fund performance. These factors include, but are not limited to, Fund operating fees and expenses, portfolio turnover and subscription and redemption cash flows affecting the Fund.

 

N-11 Equity Fund’s Lifetime Performance

Performance of a $1,000,000 Investment from February 28, 2011 through October 31, 2015.

 

LOGO

 

Average Annual Total Return through October 31, 2015      One Year       Since Inception

Class A (Commenced February 28, 2011)

     

Excluding sales charges

     -17.68%       -1.51%

Including sales charges

     -22.18%       -2.69%

 

Class C (Commenced February 28, 2011)

     

Excluding contingent deferred sales charges

     -18.29%       -2.26%

Including contingent deferred sales charges

     -19.11%       -2.26%

 

Institutional (Commenced February 28, 2011)

     -17.34%       -1.12%

 

Class IR (Commenced February 28, 2011)

     -17.45%       -1.27%

 

 

26


GOLDMAN SACHS ASIA EQUITY FUND

 

Schedule of Investments

October 31, 2015

 

    
Shares
    Description   Value  
  Common Stocks – 94.5%   
  China – 24.6%   
  10,874      Alibaba Group Holding Ltd. ADR (Software & Services)*   $ 911,567   
  837,000      ANTA Sports Products Ltd. (Consumer Durables & Apparel)     2,341,364   
  210,000      Bloomage Biotechnology Corp. Ltd. (Materials)     381,459   
  829,000      China Communications Construction Co. Ltd. Class H (Capital Goods)     1,144,176   
  249,500      China Merchants Bank Co. Ltd. Class H (Banks)     651,424   
  2,046,000      China Petroleum & Chemical Corp. Class H (Energy)     1,474,847   
  10,604      Ctrip.com International Ltd. ADR (Retailing)*     985,854   
  202,500      Great Wall Motor Co. Ltd. Class H (Automobiles & Components)     245,909   
  1,875,635      Industrial & Commercial Bank of China Ltd. Class H (Banks)     1,189,726   
  15,062      JD.com, Inc. ADR (Retailing)*     416,012   
  423,220      PICC Property & Casualty Co. Ltd. Class H (Insurance)     960,316   
  366,500      Ping An Insurance Group Co. of China Ltd. Class H (Insurance)     2,057,256   
  19,775      Qunar Cayman Islands Ltd. ADR (Retailing)*     959,879   
  1,346,000      Shanghai Electric Group Co. Ltd. Class H (Capital Goods)     835,324   
  97,500      Shanghai Fosun Pharmaceutical Group Co. Ltd. Class H (Pharmaceuticals, Biotechnology & Life Sciences)     316,773   
  113,000      Shenzhou International Group Holdings Ltd. (Consumer Durables & Apparel)     556,861   
  162,200      Tencent Holdings Ltd. (Software & Services)     3,057,369   
  82,500      Zhuzhou CSR Times Electric Co. Ltd. Class H (Capital Goods)     534,059   
   

 

 

 
      19,020,175   

 

 

 
  Hong Kong – 19.1%   
  584,436      AIA Group Ltd. (Insurance)     3,426,742   
  34,000      Cheung Kong Property Holdings Ltd. (Real Estate)     237,903   
  304,000      China Gas Holdings Ltd. (Utilities)     483,821   
  159,500      China Mobile Ltd. (Telecommunication Services)     1,912,388   
  384,000      China Overseas Land & Investment Ltd. (Real Estate)     1,240,269   
  33,500      CK Hutchison Holdings Ltd. (Capital Goods)     458,732   
  250,000      Galaxy Entertainment Group Ltd. (Consumer Services)     853,970   
  57,164      Hong Kong Exchanges and Clearing Ltd. (Diversified Financials)     1,495,917   
  425,000      IMAX China Holding, Inc. (Media)*(a)     2,357,882   
  1,960,000      Peace Mark Holdings Ltd. (Consumer Durables & Apparel)*       

 

 

 
  Common Stocks – (continued)   
  Hong Kong – (continued)   
  1,836,000      Sino Biopharmaceutical Ltd. (Pharmaceuticals, Biotechnology & Life Sciences)   $ 2,281,598   
   

 

 

 
      14,749,222   

 

 

 
  India – 8.5%   
  142,188      Ashiana Housing Ltd. (Real Estate)     393,927   
  27,768      Atul Auto Ltd. (Automobiles & Components)     206,263   
  35,033      Aurobindo Pharma Ltd. (Pharmaceuticals, Biotechnology & Life Sciences)     446,864   
  6,000      Bajaj Finance Ltd. (Diversified Financials)     479,518   
  3,670      Bayer CropScience Ltd. (Materials)     195,484   
  15,556      Britannia Industries Ltd. (Food, Beverage & Tobacco)     767,697   
  7,015      Container Corp. Of India Ltd. (Transportation)     142,170   
  3,451      Dynamatic Technologies Ltd. (Automobiles & Components)*     120,126   
  860      Eicher Motors Ltd. (Capital Goods)     233,072   
  3,980      Gillette India Ltd. (Household & Personal Products)     295,293   
  2,786      Grasim Industries Ltd. GDR (Materials)     158,239   
  20,910      Gujarat Fluorochemicals Ltd. (Materials)     206,205   
  14,633      Info Edge India Ltd. (Software & Services)     168,797   
  12,799      MPS Ltd. (Media)     146,784   
  11,892      Multi Commodity Exchange of India Ltd. (Diversified Financials)     178,253   
  67,052      Prestige Estates Projects Ltd. (Real Estate)     210,439   
  16,589      SRF Ltd. (Consumer Durables & Apparel)     334,853   
  21,515      Strides Arcolab Ltd. (Pharmaceuticals, Biotechnology & Life Sciences)     424,727   
  16,928      Thermax Ltd. (Capital Goods)     220,288   
  118,265      VRL Logistics Ltd. (Transportation)*     734,308   
  45,152      Welspun India Ltd. (Consumer Durables & Apparel)     494,234   
   

 

 

 
      6,557,541   

 

 

 
  Indonesia – 3.7%   
  192,300      Hanjaya Mandala Sampoerna Tbk PT (Food, Beverage & Tobacco)     1,291,004   
  476,300      PT Bank Rakyat Indonesia (Persero) Tbk (Banks)     364,539   
  352,200      PT Semen Indonesia (Persero) Tbk (Materials)     250,482   
  4,786,700      PT Telekomunikasi Indonesia (Persero) Tbk (Telecommunication Services)     939,092   
   

 

 

 
      2,845,117   

 

 

 

 

The accompanying notes are an integral part of these financial statements.   27


GOLDMAN SACHS ASIA EQUITY FUND

 

Schedule of Investments (continued)

October 31, 2015

 

    
Shares
    Description   Value  
  Common Stocks – (continued)   
  Israel – 0.3%   
  1,516      Taro Pharmaceutical Industries Ltd. (Pharmaceuticals, Biotechnology & Life Sciences)*   $ 220,153   

 

 

 
  Malaysia – 2.0%   
  384,000      Bursa Malaysia Bhd (Diversified Financials)     757,812   
  423,500      Gamuda Bhd (Capital Goods)     443,445   
  69,840      Public Bank Bhd (Banks)     293,621   
   

 

 

 
      1,494,878   

 

 

 
  Philippines – 1.5%   
  11,844,200      Megaworld Corp. (Real Estate)     1,184,168   

 

 

 
  Singapore – 1.7%   
  108,830      DBS Group Holdings Ltd. (Banks)     1,338,070   

 

 

 
  South Korea – 18.3%   
  3,555      Amorepacific Corp. (Household & Personal Products)     1,173,486   
  47,309      Byucksan Corp. (Capital Goods)     388,782   
  13,500      Dongbu Insurance Co. Ltd. (Insurance)     809,579   
  25,621      Hana Financial Group, Inc. (Banks)     623,077   
  1,912      Hana Tour Service, Inc. (Consumer Services)     210,649   
  954      Hanssem Co. Ltd. (Consumer Durables & Apparel)     194,954   
  13,544      Hotel Shilla Co. Ltd. (Retailing)     1,301,948   
  26,359      Hyundai Marine & Fire Insurance Co. Ltd. (Insurance)     784,907   
  9,575      LG Chem Ltd. (Materials)     2,545,429   
  7,792      NongShim Co. Ltd. (Food, Beverage & Tobacco)     2,518,119   
  1,090      Samsung Electronics Co. Ltd. (Technology Hardware & Equipment)     1,307,375   
  5,527      Samsung Fire & Marine Insurance Co. Ltd. (Insurance)     1,550,066   
  16,336      SK Hynix, Inc. (Semiconductors & Semiconductor Equipment)     437,188   
  22,122      Viatron Technologies, Inc. (Semiconductors & Semiconductor Equipment)*     286,742   
   

 

 

 
      14,132,301   

 

 

 
  Taiwan – 10.9%   
  650,000      Advanced Semiconductor Engineering, Inc. (Semiconductors & Semiconductor Equipment)     750,396   
  304,000      Chipbond Technology Corp. (Semiconductors & Semiconductor Equipment)     432,638   
  39,120      Eclat Textile Co. Ltd. (Consumer Durables & Apparel)     575,375   
  401,000      Fubon Financial Holding Co. Ltd. (Diversified Financials)     648,145   
  10,000      Hermes Microvision, Inc. (Semiconductors & Semiconductor Equipment)     383,345   

 

 

 
  Common Stocks – (continued)   
  Taiwan – (continued)   
  3,000      Largan Precision Co. Ltd. (Technology Hardware & Equipment)   $ 233,126   
  83,506      PChome Online, Inc. (Software & Services)     935,838   
  113,530      Poya International Co. Ltd. (Retailing)     1,289,634   
  79,752      Silergy Corp. (Semiconductors & Semiconductor Equipment)     812,659   
  122,277      Superalloy Industrial Co. Ltd. (Automobiles & Components)     463,701   
  450,338      Taiwan Semiconductor Manufacturing Co. Ltd. (Semiconductors & Semiconductor Equipment)     1,897,575   
   

 

 

 
      8,422,432   

 

 

 
  Thailand – 2.9%   
  159,200      Airports of Thailand PCL (Transportation)     1,330,479   
  645,700      CP ALL PCL (Food & Staples Retailing)     908,093   
   

 

 

 
      2,238,572   

 

 

 
  United States – 1.0%   
  11,599      Cognizant Technology Solutions Corp. Class A (Software & Services)*     790,008   

 

 

 
  TOTAL COMMON STOCKS   
  (Cost $74,250,628)   $ 72,992,637   

 

 

 

 

Units   Description   Expiration
Month
    Value  
Participation Notes* – 4.3%   
China – 3.8%     
67,200   China International
Travel Service Corp.
Ltd. (Consumer
Services)
    06/18      $ 546,527   
50,898   Kweichow Moutai
Co. Ltd. (Food,
Beverage &
Tobacco)
    12/24        1,717,414   
64,768   Shanghai Jahwa
United Co. Ltd.
(Household &
Personal Products)
    07/17        353,007   
58,400   Shanghai Jahwa
United Co. Ltd.
(Diversified
Financials)
    08/17        318,300   
     

 

 

 
    2,935,248   

 

 
India – 0.5%     
22,011   Navkar Corp. Ltd.
(Transportation)
    04/16        55,007   
31,099   Navkar Corp. Ltd.
(Transportation)
    09/17        77,718   

 

 

 

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


GOLDMAN SACHS ASIA EQUITY FUND

 

Units   Description   Expiration
Month
    Value  
Participation Notes* – (continued)   
India – (continued)     
29,569   Syngene International
Ltd.
(Pharmaceuticals,
Biotechnology &
Life Sciences)
    08/17      $ 164,712   
2,069   VRL Logistics Ltd.
(Transportation)
    04/16        12,846   
13,945   VRL Logistics Ltd.
(Transportation)
    04/18        86,585   
     

 

 

 
    396,868   

 

 
TOTAL PARTICIPATION NOTES     
(Cost $3,260,919)      $ 3,332,116   

 

 
TOTAL INVESTMENTS – 98.8%     
(Cost $77,511,547)      $ 76,324,753   

 

 
OTHER ASSETS IN EXCESS OF
    LIABILITIES – 1.2%
        954,337   

 

 
NET ASSETS – 100.0%      $ 77,279,090   

 

 

 

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)

  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 $2,357,882, which represents approximately 3.1% of net assets as of October 31, 2015.

 

 

Investment Abbreviations:

ADR

 

—American Depositary Receipt

GDR

 

—Global Depositary Receipt

 

 

The accompanying notes are an integral part of these financial statements.   29


GOLDMAN SACHS EMERGING MARKETS EQUITY FUND

 

Schedule of Investments

October 31, 2015

 

    
Shares
    Description   Value  
Common Stocks – 89.0%  
  Austria – 0.9%   
  43,681      DO & CO AG (Consumer Services)   $ 4,098,789   

 

 

 
  Brazil – 5.8%   
  900,941      BB Seguridade Participacoes SA (Insurance)     6,208,755   
  2,075,655      BM&FBovespa SA — Bolsa de Valores Mercadorias e Futuros (Diversified Financials)     6,137,276   
  713,738      CETIP SA — Mercados Organizados (Diversified Financials)     6,313,638   
  374,703      Ez Tec Empreendimentos e Participacoes SA (Consumer Durables & Apparel)     1,233,427   
  796,700      FPC Par Corretora de Seguros SA (Insurance)     2,229,576   
  771,709      Odontoprev SA (Health Care Equipment & Services)     1,976,372   
  153,700      Sao Martinho SA (Food, Beverage & Tobacco)     1,769,722   
   

 

 

 
      25,868,766   

 

 

 
  Chile – 0.6%   
  40,107      Banco de Chile ADR (Banks)     2,543,987   

 

 

 
  China – 13.1%   
  2,003,000      ANTA Sports Products Ltd. (Consumer Durables & Apparel)     5,603,048   
  575,000      Bloomage Biotechnology Corp. Ltd. (Materials)     1,044,472   
  607,000      Boer Power Holdings Ltd. (Capital Goods)     991,327   
  800,000      CAR, Inc. (Transportation)*     1,398,851   
  1,627,900      China Vanke Co. Ltd. Class H (Real Estate)     3,798,939   
  31,905      Ctrip.com International Ltd. ADR (Retailing)*     2,966,208   
  1,570,500      Great Wall Motor Co. Ltd. Class H (Automobiles & Components)     1,907,159   
  140,000      Hengan International Group Co. Ltd. (Household & Personal Products)     1,511,780   
  130,362      JD.com, Inc. ADR (Retailing)*     3,600,598   
  245,830      Livzon Pharmaceutical Group, Inc. Class H (Pharmaceuticals, Biotechnology & Life Sciences)     1,268,702   
  1,719,760      PICC Property & Casualty Co. Ltd. Class H (Insurance)     3,902,257   
  747,000      Ping An Insurance Group Co. of China Ltd. Class H (Insurance)     4,193,098   
  65,962      Qunar Cayman Islands Ltd. ADR (Retailing)*     3,201,796   
  936,500      Shanghai Fosun Pharmaceutical Group Co. Ltd. Class H (Pharmaceuticals, Biotechnology & Life Sciences)     3,042,650   
  912,900      Tencent Holdings Ltd. (Software & Services)     17,207,598   

 

 

 
  China – (continued)   
  128,358      Vipshop Holdings Ltd. ADR (Retailing)*   $ 2,633,906   
   

 

 

 
      58,272,389   

 

 

 
  Colombia – 0.6%   
  85,329      Banco de Bogota SA (Banks)     1,737,801   
  100,000      Grupo Aval Acciones y Valores SA ADR (Banks)     801,000   
   

 

 

 
      2,538,801   

 

 

 
  Georgia – 0.6%   
  32,622      Bank of Georgia Holdings PLC (Banks)     1,004,392   
  30,207      TBC Bank JSC GDR (Banks)     249,812   
  175,110      TBC Bank JSC GDR (Banks)(a)     1,448,160   
   

 

 

 
      2,702,364   

 

 

 
  Greece – 0.9%   
  466,034      Hellenic Exchanges — Athens Stock Exchange SA Holding (Diversified Financials)     2,668,165   
  176,730      Sarantis SA (Household & Personal Products)     1,428,407   
   

 

 

 
      4,096,572   

 

 

 
  Hong Kong – 5.2%   
  5,094,000      China Traditional Chinese Medicine Co. Ltd. (Pharmaceuticals, Biotechnology & Life Sciences)*     3,852,589   
  405,000      Galaxy Entertainment Group Ltd. (Consumer Services)     1,383,431   
  350,680      Hong Kong Exchanges and Clearing Ltd. (Diversified Financials)     9,176,895   
  6,916,000      Sino Biopharmaceutical Ltd. (Pharmaceuticals, Biotechnology & Life Sciences)     8,594,515   
   

 

 

 
      23,007,430   

 

 

 
  India – 9.9%   
  982,857      Ashiana Housing Ltd. (Real Estate)     2,722,974   
  130,330      Atul Auto Ltd. (Automobiles & Components)     968,102   
  234,361      Aurobindo Pharma Ltd. (Pharmaceuticals, Biotechnology & Life Sciences)     2,989,395   
  26,138      Bajaj Finance Ltd. (Diversified Financials)     2,088,940   
  20,410      Bayer CropScience Ltd. (Materials)     1,087,148   
  58,179      Britannia Industries Ltd. (Food, Beverage & Tobacco)     2,871,163   
  39,130      Container Corp. Of India Ltd. (Transportation)     793,032   
  18,277      Dynamatic Technologies Ltd. (Automobiles & Components)*     636,206   
  1,610      eClerx Services Ltd. (Software & Services)     44,908   
  4,052      Eicher Motors Ltd. (Capital Goods)     1,098,150   

 

 

 

 

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


GOLDMAN SACHS EMERGING MARKETS EQUITY FUND

 

    
Shares
    Description   Value  
Common Stocks – (continued)  
  India – (continued)   
  42,878      Gillette India Ltd. (Household & Personal Products)   $ 3,181,296   
  31,162      Grasim Industries Ltd. GDR (Materials)     1,769,941   
  150,015      Gujarat Fluorochemicals Ltd. (Materials)     1,479,378   
  103,639      Info Edge India Ltd. (Software & Services)     1,195,511   
  83,070      InterGlobe Aviation Ltd. (Commercial Services)*(a)     972,508   
  106,621      MPS Ltd. (Media)     1,222,768   
  108,636      Multi Commodity Exchange of India Ltd. (Diversified Financials)     1,628,380   
  15,259      Navkar Corp. Ltd. (Transportation)*(a)     38,133   
  684,355      Prestige Estates Projects Ltd. (Real Estate)     2,147,808   
  18,315      Procter & Gamble Hygiene & Health Care Ltd. (Household & Personal Products)     1,701,255   
  116,602      SRF Ltd. (Consumer Durables & Apparel)     2,353,643   
  148,318      Strides Arcolab Ltd. (Pharmaceuticals, Biotechnology & Life Sciences)     2,927,943   
  165,445      Thermax Ltd. (Capital Goods)     2,152,975   
  568,912      VRL Logistics Ltd. (Transportation)*     3,532,378   
  191,930      Welspun India Ltd. (Consumer Durables & Apparel)     2,100,867   
   

 

 

 
      43,704,802   

 

 

 
  Indonesia – 4.2%   
  852,400      Hanjaya Mandala Sampoerna Tbk PT (Food, Beverage & Tobacco)     5,722,578   
  10,038,800      PT Bank Central Asia Tbk (Banks)     9,430,722   
  1,871,700      PT Semen Indonesia (Persero) Tbk (Materials)     1,331,139   
  22,811,200      PT Summarecon Agung Tbk (Real Estate)     2,308,847   
   

 

 

 
      18,793,286   

 

 

 
  Israel – 0.5%   
  14,768      Taro Pharmaceutical Industries Ltd. (Pharmaceuticals, Biotechnology & Life Sciences)*     2,144,609   

 

 

 
  Jersey – 0.8%   
  471,281      Integrated Diagnostics Holdings PLC (Health Care Equipment & Services)*(a)     2,596,758   
  937,090      Petra Diamonds Ltd. (Materials)     1,077,214   
   

 

 

 
      3,673,972   

 

 

 
  Malaysia – 1.5%   
  1,239,800      7-Eleven Malaysia Holdings Bhd (Food & Staples Retailing)     409,804   

 

 

 
  Malaysia – (continued)   
  3,107,000      Bursa Malaysia Bhd (Diversified Financials)   $ 6,131,566   
   

 

 

 
      6,541,370   

 

 

 
  Mexico – 4.8%   
  1,383,185      Alsea SAB de CV (Consumer Services)     4,545,356   
  3,783,210      Bolsa Mexicana de Valores SAB de CV (Diversified Financials)     6,305,426   
  1,190,820      Gentera SAB de CV (Diversified Financials)     2,193,794   
  2,703,740      Unifin Financiera SAPI de CV SOFOM ENR (Diversified Financials)*     8,207,239   
   

 

 

 
      21,251,815   

 

 

 
  Peru – 2.0%   
  1,925,698      BBVA Banco Continental SA (Banks)     1,823,666   
  45,017      Credicorp Ltd. (Banks)     5,095,024   
  70,093      Intercorp Financial Services, Inc. (Banks)     1,752,325   
   

 

 

 
      8,671,015   

 

 

 
  Philippines – 0.5%   
  21,664,000      Megaworld Corp. (Real Estate)     2,165,939   

 

 

 
  Poland – 1.2%   
  33,766      Bank Pekao SA (Banks)     1,313,079   
  382,116      Warsaw Stock Exchange (Diversified Financials)     4,054,346   
   

 

 

 
      5,367,425   

 

 

 
  Russia – 3.2%   
  235,404      Lenta Ltd. GDR (Food & Staples Retailing)*     1,767,884   
  40,096      Lukoil PJSC ADR (Energy)     1,456,513   
  5,688,277      Moscow Exchange MICEX-RTS PJSC (Diversified Financials)     8,004,515   
  18,237      PJSC Magnit (Food & Staples Retailing)     3,179,041   
   

 

 

 
      14,407,953   

 

 

 
  Singapore – 1.6%   
  1,339,500      Singapore Exchange Ltd. (Diversified Financials)     7,047,624   

 

 

 
  South Africa – 4.8%   
  5,973,797      Alexander Forbes Group Holdings Ltd. (Diversified Financials)     3,764,110   
  309,806      JSE Ltd. (Diversified Financials)     2,984,463   
  643,807      Metair Investments Ltd. (Automobiles & Components)     1,425,555   
  96,482      Mr Price Group Ltd. (Retailing)     1,481,496   
  56,083      Naspers Ltd. Class N (Media)     8,187,809   
  206,312      Santam Ltd. (Insurance)     3,324,487   
   

 

 

 
      21,167,920   

 

 

 

 

The accompanying notes are an integral part of these financial statements.   31


GOLDMAN SACHS EMERGING MARKETS EQUITY FUND

 

Schedule of Investments (continued)

October 31, 2015

 

    
Shares
    Description   Value  
Common Stocks – (continued)  
  South Korea – 9.5%   
  18,506      Amorepacific Corp. (Household & Personal Products)   $ 6,108,728   
  315,713      Byucksan Corp. (Capital Goods)     2,594,508   
  33,430      Hana Tour Service, Inc. (Consumer Services)     3,683,049   
  15,245      Hanssem Co. Ltd. (Consumer Durables & Apparel)     3,115,388   
  56,206      Hotel Shilla Co. Ltd. (Retailing)     5,402,928   
  27,203      NongShim Co. Ltd. (Food, Beverage & Tobacco)     8,791,117   
  95,814      Samchuly Bicycle Co. Ltd. (Consumer Durables & Apparel)     1,565,315   
  2,202      Samsung Electronics Co. Ltd. (Technology Hardware & Equipment)     2,641,137   
  18,355      Samsung Fire & Marine Insurance Co. Ltd. (Insurance)     5,147,722   
  73,204      SK Hynix, Inc. (Semiconductors & Semiconductor Equipment)     1,959,102   
  99,959      Viatron Technologies, Inc. (Semiconductors & Semiconductor Equipment)*     1,295,656   
   

 

 

 
      42,304,650   

 

 

 
  Taiwan – 9.8%   
  1,007,000      Chipbond Technology Corp. (Semiconductors & Semiconductor Equipment)     1,433,114   
  37,000      Hermes Microvision, Inc. (Semiconductors & Semiconductor Equipment)     1,418,376   
  441,207      Hon Hai Precision Industry Co. Ltd. (Technology Hardware & Equipment)     1,172,755   
  295,000      MediaTek, Inc. (Semiconductors & Semiconductor Equipment)     2,300,512   
  276,150      Merida Industry Co. Ltd. (Consumer Durables & Apparel)     1,614,000   
  313,000      momo.com, Inc. (Retailing)     1,787,832   
  923,012      PChome Online, Inc. (Software & Services)     10,344,044   
  341,370      Poya International Co. Ltd. (Retailing)     3,877,762   
  203,000      President Chain Store Corp. (Food & Staples Retailing)     1,347,649   
  286,497      Silergy Corp. (Semiconductors & Semiconductor Equipment)     2,919,355   
  614,383      Superalloy Industrial Co. Ltd. (Automobiles & Components)     2,329,872   
  3,113,883      Taiwan Semiconductor Manufacturing Co. Ltd. (Semiconductors & Semiconductor Equipment)     13,120,873   
   

 

 

 
      43,666,144   

 

 

 
  Thailand – 2.0%   
  639,000      Airports of Thailand PCL (Transportation)   $ 5,340,303   
  759,700      Kasikornbank PCL NVDR (Banks)     3,674,108   
   

 

 

 
      9,014,411   

 

 

 
  Turkey – 1.5%   
  171,371      BIM Birlesik Magazalar AS (Food & Staples Retailing)     3,479,919   
  477,050      Ulker Biskuvi Sanayi AS (Food, Beverage & Tobacco)     3,218,224   
   

 

 

 
      6,698,143   

 

 

 
  United Arab Emirates – 0.6%   
  212,780      NMC Health PLC (Health Care Equipment & Services)     2,499,525   

 

 

 
  United States – 2.8%   
  124,394      Cognizant Technology Solutions Corp. Class A (Software & Services)*     8,472,475   
  1,308,300      Samsonite International SA (Consumer Durables & Apparel)     3,863,721   
   

 

 

 
      12,336,196   

 

 

 
  Vietnam – 0.1%   
  50,000      Vietnam Dairy Products JSC (Food, Beverage & Tobacco)     282,367   

 

 

 
  TOTAL COMMON STOCKS   
  (Cost $390,035,292)   $ 394,868,264   

 

 

 

 

    
Shares
    Description   Rate     Value  
Preferred Stocks – 0.8%         
  Brazil – 0.5%     
  412,264      Banco Bradesco SA
(Banks)
    0.190   $ 2,245,947   

 

 

 
  Colombia – 0.3%     
  2,832,071      Grupo Aval
Acciones y Valores
SA (Banks)
    4.900        1,134,001   

 

 

 
  TOTAL PREFERRED STOCKS   
  (Cost $6,198,013)     $ 3,379,948   

 

 

 

 

    
Shares
    Description   Value  
  Exchange Traded Funds – 6.7%   
  United States – 6.7%   
  228,055      iShares China Large-Cap ETF   $ 8,727,665   
  389,207      iShares MSCI South Korea Capped ETF     21,165,077   

 

 

 
  TOTAL EXCHANGE TRADED FUNDS   
  (Cost $29,616,873)   $ 29,892,742   

 

 

 

 

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


GOLDMAN SACHS EMERGING MARKETS EQUITY FUND

 

Units   Description   Expiration
Month
    Value  
Participation Notes* – 3.2%   
China – 2.5%     
288,470   Jiangsu Hengrui
Medicine Co. Ltd.
(Pharmaceuticals,
Biotechnology &
Life Sciences)
    03/17      $ 2,391,743   
218,280   Kweichow Moutai
Co. Ltd. (Food,
Beverage &
Tobacco)
    12/24        7,365,263   
253,100   Midea Group Co.
Ltd. (Consumer
Durables &
Apparel)
    12/15        1,118,375   
     

 

 

 
    10,875,381   

 

 
India – 0.3%     
91,078   Navkar Corp. Ltd.
(Transportation)
    04/16        227,608   
126,278   Navkar Corp. Ltd.
(Transportation)
    09/17        315,574   
127,499   Syngene
International Ltd.
(Pharmaceuticals,
Biotechnology &
Life Sciences)
    08/17        710,225   
     

 

 

 
    1,253,407   

 

 
Vietnam – 0.4%     
336,346   Vietnam Dairy
Products JSC (Food,
Beverage &
Tobacco)
    01/16        1,899,459   

 

 
TOTAL PARTICIPATION NOTES   
(Cost $13,531,740)     $ 14,028,247   

 

 
TOTAL INVESTMENTS – 99.7%   
(Cost $439,381,918)      $ 442,169,201   

 

 
OTHER ASSETS IN EXCESS OF
    LIABILITIES – 0.3%
        1,187,076   

 

 
NET ASSETS – 100.0%      $ 443,356,277   

 

 

 

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)

  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 $5,055,559, which represents approximately 1.1% of net assets as of October 31, 2015.

 

 

Investment Abbreviations:

ADR

 

—American Depositary Receipt

GDR

 

—Global Depositary Receipt

NVDR

 

—Non-Voting Depositary Receipt

 

 

The accompanying notes are an integral part of these financial statements.   33


GOLDMAN SACHS N-11 EQUITY FUND

 

Schedule of Investments

October 31, 2015

 

    
Shares
    Description   Value  
Common Stocks – 98.2%  
  Bangladesh – 2.8%   
  358,800      GrameenPhone Ltd. (Telecommunication Services)   $ 1,146,278   
  1,138,594      Square Pharmaceuticals Ltd. (Pharmaceuticals, Biotechnology & Life Sciences)     3,555,604   
  667,920      Titas Gas Transmission & Distribution Co. Ltd. (Energy)     604,274   
   

 

 

 
  5,306,156   

 

 

 
  Egypt – 3.5%   
  832,686      Commercial International Bank Egypt SAE (Banks)     5,484,105   
  195,895      Commercial International Bank Egypt SAE (Registered) GDR (Banks)     1,143,085   
   

 

 

 
  6,627,190   

 

 

 
  Indonesia – 13.1%   
  605,000      Hanjaya Mandala Sampoerna Tbk PT (Food, Beverage & Tobacco)     4,061,661   
  2,857,800      PT Astra International Tbk (Automobiles & Components)     1,228,507   
  7,781,600      PT Bank Central Asia Tbk (Banks)     7,310,247   
  812,100      PT Bank Mandiri (Persero) Tbk (Banks)     513,954   
  3,624,200      PT Bank Rakyat Indonesia (Persero) Tbk (Banks)     2,773,804   
  710,000      PT Indocement Tunggal Prakarsa Tbk (Materials)     928,623   
  2,593,800      PT Indofood Sukses Makmur Tbk (Food, Beverage & Tobacco)     1,042,732   
  2,690,335      PT Jasa Marga (Persero) Tbk (Transportation)     947,380   
  8,367,900      PT Kalbe Farma Tbk (Pharmaceuticals, Biotechnology & Life Sciences)     871,482   
  1,374,600      PT Matahari Department Store Tbk (Retailing)     1,655,002   
  1,980,900      PT Semen Indonesia (Persero) Tbk (Materials)     1,408,801   
  7,475,100      PT Summarecon Agung Tbk (Real Estate)     756,596   
  7,601,300      PT Telekomunikasi Indonesia (Persero) Tbk (Telecommunication Services)     1,491,281   
   

 

 

 
  24,990,070   

 

 

 
  Jersey – 1.3%   
  436,498      Integrated Diagnostics Holdings PLC (Health Care Equipment & Services)*(a)     2,405,104   

 

 

 
  Mexico – 21.3%   
  1,209,000      Alfa SAB de CV Class A (Capital Goods)     2,518,597   
  734,027      Alsea SAB de CV (Consumer Services)     2,412,124   
  392,928      America Movil SAB de CV Class L ADR (Telecommunication Services)     6,998,048   

 

 

 
  Mexico – (continued)   
  296,900      Arca Continental SAB de CV (Food, Beverage & Tobacco)   $ 1,900,809   
  229,900      Banregio Grupo Financiero SAB de CV (Banks)     1,240,261   
  399,000      Bolsa Mexicana de Valores SAB de CV (Diversified Financials)     665,008   
  336,424      Cemex SAB de CV ADR (Materials)*     2,122,835   
  105,800      El Puerto de Liverpool SAB de CV (Retailing)     1,469,291   
  959,572      Fibra Uno Administracion SA de CV (REIT)     2,107,622   
  39,008      Fomento Economico Mexicano SAB de CV ADR (Food, Beverage & Tobacco)     3,865,303   
  619,682      Gentera SAB de CV (Diversified Financials)     1,141,612   
  148,731      Grupo Aeroportuario del Sureste SAB de CV Class B (Transportation)     2,303,477   
  653,008      Grupo Mexico SAB de CVSeries B (Materials)     1,590,832   
  120,585      Grupo Televisa SAB ADR (Media)     3,513,847   
  664,085      Unifin Financiera SAPI de CV SOFOM ENR (Diversified Financials)*     2,015,839   
  1,837,724      Wal-Mart de Mexico SAB de CV (Food & Staples Retailing)     4,848,588   
   

 

 

 
  40,714,093   

 

 

 
  Nigeria – 8.6%   
  1,134,815      Dangote Cement PLC (Materials)     929,459   
  41,791,328      FBN Holdings PLC (Banks)     1,065,124   
  31,278,334      Guaranty Trust Bank PLC (Banks)     3,612,811   
  617,911      Nestle Nigeria PLC (Food, Beverage & Tobacco)     2,559,334   
  5,800,782      Nigerian Breweries PLC (Food, Beverage & Tobacco)     3,984,727   
  84,414,695      United Bank for Africa PLC (Banks)     1,474,041   
  32,317,868      Zenith Bank PLC (Banks)     2,841,857   
   

 

 

 
  16,467,353   

 

 

 
  Pakistan – 4.6%   
  659,133      Engro Corp. Ltd. (Materials)     1,903,948   
  1,243,400      Habib Bank Ltd. (Banks)     2,471,126   
  2,007,100      Oil & Gas Development Co. Ltd. (Energy)     2,626,103   
  587,920      Pakistan Petroleum Ltd. (Energy)     708,867   
  759,900      United Bank Ltd. (Banks)     1,182,019   
   

 

 

 
  8,892,063   

 

 

 
  Philippines – 4.9%   
  105,090      Ayala Corp. (Diversified Financials)     1,748,406   
  3,180,700      Ayala Land, Inc. (Real Estate)     2,429,105   
  24,985,300      Megaworld Corp. (Real Estate)     2,497,998   
  451,288      Metropolitan Bank & Trust Co. (Banks)     818,613   

 

 

 

 

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


GOLDMAN SACHS N-11 EQUITY FUND

 

    
Shares
    Description   Value  
Common Stocks – (continued)  
  Philippines – (continued)   
  14,010      Philippine Long Distance Telephone Co. (Telecommunication Services)   $ 656,785   
  65,187      SM Investments Corp. (Capital Goods)     1,215,763   
   

 

 

 
  9,366,670   

 

 

 
  South Korea – 21.7%   
  13,348      Amorepacific Corp. (Household & Personal Products)     4,406,101   
  113,080      Byucksan Corp. (Capital Goods)     929,284   
  3,056      CJ CheilJedang Corp. (Food, Beverage & Tobacco)     935,920   
  57,232      Hana Financial Group, Inc. (Banks)     1,391,824   
  15,289      Hana Tour Service, Inc. (Consumer Services)     1,684,419   
  11,385      Hanssem Co. Ltd. (Consumer Durables & Apparel)     2,326,579   
  18,502      Hotel Shilla Co. Ltd. (Retailing)     1,778,546   
  7,256      Hyundai Motor Co. (Automobiles & Components)     991,131   
  84,410      KB Financial Group, Inc. (Banks)     2,674,226   
  50,650      KT Corp. (Telecommunication Services)*     1,312,122   
  7,051      LG Chem Ltd. (Materials)     1,874,446   
  22,130      LG Electronics, Inc. (Consumer Durables & Apparel)     950,086   
  2,388      LG Household & Health Care Ltd. (Household & Personal Products)     1,976,006   
  6,430      NongShim Co. Ltd. (Food, Beverage & Tobacco)     2,077,965   
  8,779      Samsung Electronics Co. Ltd. (Technology Hardware & Equipment)     10,529,766   
  11,914      Samsung Fire & Marine Insurance Co. Ltd. (Insurance)     3,341,321   
  9,902      Samsung Life Insurance Co. Ltd. (Insurance)     945,426   
  48,558      SK Hynix, Inc. (Semiconductors & Semiconductor Equipment)     1,299,520   
   

 

 

 
  41,424,688   

 

 

 
  Turkey – 12.2%   
  1,723,200      Akbank TAS (Banks)     4,416,109   
  298,492      Aygaz AS (Utilities)     1,120,532   
  279,464      BIM Birlesik Magazalar AS (Food & Staples Retailing)     5,674,893   
  2,577,436      Emlak Konut Gayrimenkul Yatirim Ortakligi AS (REIT)     2,496,834   
  1,888,547      Turkiye Garanti Bankasi AS (Banks)     4,890,263   
  3,283,498      Turkiye Sinai Kalkinma Bankasi AS (Banks)     1,732,034   
  433,378      Ulker Biskuvi Sanayi AS (Food, Beverage & Tobacco)     2,923,608   
   

 

 

 
  23,254,273   

 

 

 
  Vietnam – 4.2%   
  798,946      Bank for Foreign Trade of Vietnam JSC (Banks)   $ 1,702,636   
  1,071,010      Masan Group Corp. (Food, Beverage & Tobacco)*     3,548,376   
  773,918      Saigon Thuong Tin Commercial JSB (Banks)*     471,236   
  249,592      Vietnam Dairy Products JSC (Food, Beverage & Tobacco)     1,409,530   
  419,728      Vingroup JSC (Real Estate)*     853,773   
   

 

 

 
  7,985,551   

 

 

 
  TOTAL COMMON STOCKS   
  (Cost $184,172,214)   $ 187,433,211   

 

 

 

 

Units   Description   Expiration
Month
    Value  
Participation Note* – 0.1%           
Vietnam – 0.1%     
33,367   Vietnam Dairy
Products JSC (Food,
Beverage &
Tobacco)
    01/16      $ 188,435   
(Cost $153,391)    

 

 
TOTAL INVESTMENTS – 98.3%     
(Cost $184,325,605)     $ 187,621,646   

 

 
OTHER ASSETS IN EXCESS OF
    LIABILITIES – 1.7%
        3,178,663   

 

 
NET ASSETS – 100.0%      $ 190,800,309   

 

 

 

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)

  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 $2,405,104, which represents approximately 1.3% of net assets as of October 31, 2015.

 

 

Investment Abbreviations:

ADR

 

—American Depositary Receipt

GDR

 

—Global Depositary Receipt

REIT

 

—Real Estate Investment Trust

 

 

The accompanying notes are an integral part of these financial statements.   35


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

Statements of Assets and Liabilities

October 31, 2015

 

       

Asia

Equity Fund

     Emerging Markets
Equity Fund
   

N-11

Equity Fund

 
  Assets:   
 

Investments, at value (cost $77,511,547, $439,381,918 and $184,325,605)

  $ 76,324,753       $ 442,169,201      $ 187,621,646   
 

Cash

    2,166,128         11,786,332          
 

Foreign currencies, at value (cost $29,907, $1,344,359 and $2,928,726 )

    29,537         1,344,234        2,877,989   
 

Receivables:

      
 

Investments sold

    496,953         5,996,567        11,162,384   
 

Dividends

    33,623         307,725        270,869   
 

Reimbursement from investment adviser

            33,879          
 

Fund shares sold

    213         3,516,569        70,245   
 

Foreign tax reclaims

            22,460        8,070   
 

Other assets

    7,546         255        283   
  Total assets     79,058,753         465,177,222        202,011,486   
        
  Liabilities:       
 

Payables:

      
 

Investments purchased

    1,452,118         13,117,029          
 

Foreign capital gains taxes

    145,007         488,003        8,070   
 

Management fees

    118,773         401,487        228,404   
 

Distribution and Service fees and Transfer Agency fees

    9,992         95,046        48,092   
 

Fund shares redeemed

            7,325,475        651,446   
 

Due to custodian

            155,822        10,138,406   
 

Accrued expenses

    53,773         238,083        136,759   
  Total liabilities     1,779,663         21,820,945        11,211,177   
        
  Net Assets:       
 

Paid-in capital

    86,748,905         942,286,791        242,471,450   
 

Undistributed (distributions in excess of) net investment income

    (102,310      355,885        750,637   
 

Accumulated net realized loss

    (8,028,855      (501,503,813     (55,660,764
 

Net unrealized gain (loss)

    (1,338,650      2,217,414        3,238,986   
    NET ASSETS   $ 77,279,090       $ 443,356,277      $ 190,800,309   
   

Net Assets:

        
   

Class A

  $ 16,309,877       $ 64,169,422      $ 54,044,533   
   

Class C

    1,950,553         35,926,617        8,564,457   
   

Institutional

    58,966,776         326,068,321        115,099,237   
   

Service

            15,758,995          
   

Class IR

    51,884         1,423,508        13,092,082   
   

Class R6

            9,414          
   

Total Net Assets

  $ 77,279,090       $ 443,356,277      $ 190,800,309   
   

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

        
   

Class A

    804,398         4,351,940        5,836,071   
   

Class C

    103,723         2,700,799        953,297   
   

Institutional

    2,772,879         20,713,555        12,331,262   
   

Service

            1,103,125          
   

Class IR

    2,444         90,841        1,407,231   
   

Class R6

            598          
   

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

        
   

Class A

    $20.28         $14.75        $9.26   
   

Class C

    18.81         13.31 (b)      8.98   
   

Institutional

    21.27         15.75 (b)      9.33   
   

Service

            14.29          
   

Class IR

    21.23         15.67        9.30   
   

Class R6

            15.74          

 

  (a)   Maximum public offering price per share for Class A Shares of the Asia Equity, Emerging Markets Equity and N-11 Equity Funds is $21.46, $15.61 and $9.80, respectively. At redemption, Class C Shares may be subject to a contingent deferred sales charge assessed on the amount equal to the lesser of the current NAV or the original purchase price of the shares.
  (b)   Net asset value may not recalculate due to rounding of fractional shares.

 

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


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

Statements of Operations

For the Fiscal Year Ended October 31, 2015

 

       

Asia

Equity Fund

     Emerging Markets
Equity Fund
    

N-11

Equity Fund

 
  Investment income:   
 

Dividends (net of foreign taxes withheld of $138,708, $558,512 and $967,414)

  $ 1,210,671       $ 6,315,578       $ 7,120,958   
         
  Expenses:        
 

Management fees

    802,355         4,298,099         4,397,662   
 

Custody, accounting and administrative services

    218,008         659,272         814,187   
 

Registration fees

    77,684         92,429         72,723   
 

Professional fees

    61,001         90,585         152,420   
 

Distribution and Service fees(a)

    59,179         199,751         302,423   
 

Transfer Agency fees(a)

    58,093         214,695         295,574   
 

Printing and mailing costs

    33,502         95,415         60,235   
 

Trustee fees

    23,060         23,051         23,946   
 

Service share fees — Service Plan

            40,691           
 

Service share fees — Shareholder Administration Plan

            40,691           
 

Other

    38,004         42,000         15,765   
  Total expenses     1,370,886         5,796,679         6,134,935   
 

Less — expense reductions

    (249,619      (874,536      (1,162,034
  Net expenses     1,121,267         4,922,143         4,972,901   
  NET INVESTMENT INCOME     89,404         1,393,435         2,148,057   
         
  Realized and unrealized gain (loss):   
 

Net realized gain (loss) from:

       
 

Investments

    3,210,554         2,903,780         (39,363,909
 

Foreign currency transactions

    (121,332      (731,403      (651,264
 

Net change in unrealized gain (loss) on:

       
 

Investments (including the effects of the net change in the foreign capital gains tax liability of $180,889, $1,066,772 and $179,592)

    (2,343,059      (30,494,577      (31,244,730
 

Foreign currency translation

    (99,155      (730,072      (85,076
  Net realized and unrealized gain (loss)     647,008         (29,052,272      (71,344,979
  NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS   $ 736,412       $ (27,658,837    $ (69,196,922

 

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

 

     Distribution and Service Fees      Transfer Agency Fees  

Fund

  

Class A

    

Class B(b)

    

Class C

    

Class A

    

Class B(b)

    

Class C

    

Institutional

    

Service

    

Class IR

    

Class R6

 

Asia Equity

   $ 37,872       $ 129       $ 21,178       $ 28,783       $ 24       $ 4,024       $ 25,161       $       $ 101       $   

Emerging Markets Equity

     90,772         768         108,211         68,987         146         20,560         117,713         6,510         778         1 (c) 

N-11 Equity

     186,105                 116,318         141,441                 22,100         92,578                 39,455           

 

  (b)   Class B Shares were converted into Class A Shares at the close of business on November 14, 2014.
  (c)   Commenced operations on July 31, 2015.

 

The accompanying notes are an integral part of these financial statements.   37


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

Statements of Changes in Net Assets

        Asia Equity Fund  
        For the Fiscal
Year Ended
October 31, 2015
     For the Fiscal
Year Ended
October 31, 2014
 
  From operations:     
 

Net investment income

  $ 89,404       $ 301,304   
 

Net realized gain (loss)

    3,089,222         9,287,977   
 

Net change in unrealized gain (loss)

    (2,442,214      (6,266,089
  Net increase (decrease) in net assets resulting from operations     736,412         3,323,192   
      
  Distributions to shareholders:     
 

From net investment income

    
 

Class A Shares

            (57,630
 

Class C Shares

              
 

Institutional Shares

    (192,643      (337,444
 

Service Shares

              
 

Class IR Shares

    (134        
  Total distributions to shareholders     (192,777      (395,074
      
  From share transactions:     
 

Proceeds from sales of shares

    8,571,414         10,769,299   
 

Proceeds received in connection with merger

            25,146,142   
 

Reinvestment of distributions

    191,574         393,393   
 

Cost of shares redeemed

    (11,155,431      (20,372,806
  Net increase (decrease) in net assets resulting from share transactions     (2,392,443      15,936,028   
  TOTAL INCREASE (DECREASE)     (1,848,808      18,864,146   
      
  Net assets:     
 

Beginning of year

    79,127,898         60,263,752   
 

End of year

  $ 77,279,090       $ 79,127,898   
  Undistributed (distributions in excess of) net investment income   $ (102,310    $ 187,703   

 

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


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

    Emerging Markets Equity Fund         N-11 Equity Fund  
    For the Fiscal
Year Ended
October 31, 2015
        For the Fiscal
Year Ended
October 31, 2014
        For the Fiscal
Year Ended
October 31, 2015
        For the Fiscal
Year Ended
October 31, 2014
 
             
  $ 1,393,435        $ 1,805,020        $ 2,148,057        $ 1,960,855   
    2,172,377          14,974,134          (40,015,173       (3,400,450
    (31,224,649         2,279,725            (31,329,806         11,740,042   
    (27,658,837         19,058,879            (69,196,922         10,300,447   
             
             
             
             (138,840       (5,746       (574,638
                               (15,699
    (949,860       (2,726,144       (1,254,995       (2,695,030
             (34,951                  
    (472         (1,886         (73,277         (258,613
    (950,332         (2,901,821         (1,334,018         (3,543,980
             
             
    185,526,680          64,399,140          59,598,379          119,952,293   
    103,215,861                              
    866,901          2,705,592          1,139,428          3,290,941   
    (178,691,818         (177,112,853         (248,502,383         (159,511,410
    110,917,624            (110,008,121         (187,764,576         (36,268,176
    82,308,455            (93,851,063         (258,295,516         (29,511,709
             
             
    361,047,822            454,898,885            449,095,825            478,607,534   
  $ 443,356,277          $ 361,047,822          $ 190,800,309          $ 449,095,825   
  $ 355,885          $ 922,424          $ 750,637          $ 826,912   

 

The accompanying notes are an integral part of these financial statements.   39


GOLDMAN SACHS ASIA EQUITY FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Year

 

               Income (loss) from
investment operations
        
    Year - Share Class   Net asset
value,
beginning
of year
    

Net

investment
income (loss)(a)

    Net realized
and unrealized
gain (loss)
     Total from
investment
operations
     Distributions
to shareholders
from net
investment
income
 
  FOR THE FISCAL YEARS ENDED OCTOBER 31,   
 

2015 - A

  $ 20.04       $ (0.03   $ 0.27       $ 0.24       $   
 

2015 - C

    18.73         (0.18     0.26         0.08           
 

2015 - Institutional

    20.99         0.05        0.29         0.34         (0.06
 

2015 - IR

    20.98         0.01        0.29         0.30         (0.05
 

2014 - A

    19.21         (d)(e)      0.91         0.91         (0.08
 

2014 - C

    18.02         (0.13 )(e)      0.84         0.71           
 

2014 - Institutional

    20.13         0.12 (e)      0.90         1.02         (0.16
 

2014 - IR (Commenced February 28, 2014)

    20.71         0.06 (e)      0.21         0.27           
 

2013 - A

    17.78         0.04        1.51         1.55         (0.12
 

2013 - C

    16.77         (0.10     1.43         1.33         (0.08
 

2013 - Institutional

    18.71         0.12        1.58         1.70         (0.28
 

2012 - A

    17.33         0.11        0.41         0.52         (0.07
 

2012 - C

    16.39         (0.03     0.41         0.38           
 

2012 - Institutional

    18.24         0.19        0.43         0.62         (0.15
 

2011 - A

    19.14         0.12        (1.69      (1.57      (0.24
 

2011 - C

    18.12         (0.03     (1.59      (1.62      (0.11
 

2011 - Institutional

    20.12         0.23        (1.80      (1.57      (0.31

 

  (a)   Calculated based on the average shares outstanding methodology.
  (b)   Assumes investment at the net asset value at the beginning of the year, reinvestment of all distributions, a complete redemption of the investment at the net asset value at the end of the year and no sales or redemption charges. Total returns would be reduced if a sales or redemption charge was taken into account. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Total returns for periods less than one full year are not annualized.
  (c)   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)   Reflects income recognized from special dividends which amounted to $0.05 per share and 0.25% of average net assets.
  (f)   Annualized.

 

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


GOLDMAN SACHS ASIA EQUITY FUND

 

                                                                   
   

Net asset

value, end

of year

        Total
return(b)
       

Net assets,
end of
year

(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)
 
                         
  $ 20.28          1.20     $ 16,310          1.69       1.99       (0.16 )%        153
    18.81          0.43          1,951          2.44          2.76          (0.91       153   
    21.27          1.60          58,967          1.29          1.61          0.21          153   
    21.23            1.46            52            1.44            1.75            0.06            153   
    20.04          4.75          13,711          1.73          2.24          0.02 (e)        169   
    18.73          4.00          2,114          2.48          3.00          (0.71 )(e)        169   
    20.99          5.15          62,951          1.32          1.87          0.59 (e)        169   
    20.98            1.30            51            1.43 (f)          2.06 (f)          0.41 (e)(f)          169   
    19.21          8.72          14,097          1.72          2.25          0.21          102   
    18.02          7.87          2,331          2.47          2.99          (0.56       102   
    20.13            9.16            43,208            1.32            1.85            0.62            102   
    17.78          3.05          15,136          1.60          2.24          0.66          83   
    16.77          2.31          2,684          2.35          2.97          (0.18       83   
    18.71            3.50            44,345            1.20            1.79            1.03            83   
    17.33          (8.33       39,688          1.60          2.17          0.61          107   
    16.39          (9.00       3,219          2.35          2.92          (0.18       107   
    18.24            (7.94         27,071            1.20            1.77            1.15            107   

 

The accompanying notes are an integral part of these financial statements.   41


GOLDMAN SACHS EMERGING MARKETS EQUITY FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Year

 

               Income (loss) from
investment operations
       
    Year - Share Class   Net asset
value,
beginning
of year
     Net
investment
income (loss)(a)
    Net realized
and unrealized
gain (loss)
     Total from
investment
operations
    Distributions
to shareholders
from net
investment
income
 
  FOR THE FISCAL YEARS ENDED OCTOBER 31,   
 

2015 - A

  $ 16.00       $ 0.03      $ (1.28    $ (1.25   $   
 

2015 - C

    14.55         (0.10     (1.14      (1.24       
 

2015 - Institutional

    17.08         0.08        (1.36      (1.28     (0.05
 

2015 - Service

    15.52         (d)      (1.23      (1.23       
 

2015 - IR

    16.99         0.01        (1.30      (1.29     (0.03
 

2015 - R6 (Commenced July 31, 2015)

    16.72         0.01        (0.99      (0.98       
 

2014 - A

    15.20         0.03        0.83         0.86        (0.06
 

2014 - C

    13.87         (0.08     0.76         0.68          
 

2014 - Institutional

    16.22         0.10        0.88         0.98        (0.12
 

2014 - Service

    14.74         0.02        0.80         0.82        (0.04
 

2014 - IR

    16.14         0.08        0.87         0.95        (0.10
 

2013 - A

    14.68         0.05        0.54         0.59        (0.07
 

2013 - C

    13.42         (0.06     0.51         0.45          
 

2013 - Institutional

    15.65         0.13        0.58         0.71        (0.14
 

2013 - Service

    14.24         0.04        0.53         0.57        (0.07
 

2013 - IR

    15.58         0.10        0.58         0.68        (0.12
 

2012 - A

    14.66         0.06        (0.04      0.02          
 

2012 - C

    13.51         (0.05     (0.04      (0.09       
 

2012 - Institutional

    15.63         0.12        (0.05      0.07        (0.05
 

2012 - Service

    14.24         0.05        (0.05      (d)        
 

2012 - IR

    15.59         0.12        (0.07      0.05        (0.06
 

2011 - A

    16.38         0.04        (1.73      (1.69     (0.03
 

2011 - C

    15.20         (0.07     (1.60      (1.67     (0.02
 

2011 - Institutional

    17.48         0.11        (1.84      (1.73     (0.12
 

2011 - Service

    15.95         0.02        (1.68      (1.66     (0.05
 

2011 - IR

    17.56         0.02        (1.87      (1.85     (0.12

 

  (a)   Calculated based on the average shares outstanding methodology.
  (b)   Assumes investment at the net asset value at the beginning of the year, reinvestment of all distributions, a complete redemption of the investment at the net asset value at the end of the year and no sales or redemption charges. Total returns would be reduced if a sales or redemption charge was taken into account. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Total returns for periods less than one full year are not annualized.
  (c)   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.

 

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


GOLDMAN SACHS EMERGING MARKETS EQUITY FUND

 

                                                                   
    Net asset
value, end
of year
        Total
return(b)
        Net assets,
end of
year
(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)
 
                         
  $ 14.75          (7.81 )%      $ 64,169          1.67       1.91       0.17       118
    13.31          (8.52       35,927          2.41          2.67          (0.68       118   
    15.75          (7.49       326,068          1.28          1.52          0.48          118   
    14.29          (7.93       15,759          1.77          2.02          0.02          118   
    15.67          (7.62       1,424          1.42          1.69          0.04          118   
    15.74            (5.86         9            1.24 (e)          1.53 (e)          0.14 (e)          118   
    16.00          5.67          28,157          1.70          1.93          0.19          114   
    14.55          4.90          11,217          2.46          2.68          (0.55       114   
    17.08          6.17          303,676          1.30          1.53          0.58          114   
    15.52          5.55          15,919          1.81          2.03          0.11          114   
    16.99            5.93            313            1.46            1.68            0.46            114   
    15.20          4.04          36,578          1.73          1.89          0.32          159   
    13.87          3.35          11,869          2.48          2.64          (0.44       159   
    16.22          4.49          388,046          1.33          1.49          0.80          159   
    14.74          4.02          14,584          1.83          1.99          0.25          159   
    16.14            4.37            329            1.48            1.64            0.62            159   
    14.68          0.14          38,889          1.82          1.94          0.39          119   
    13.42          (0.66       15,418          2.57          2.69          (0.35       119   
    15.65          0.49          310,167          1.41          1.54          0.80          119   
    14.24          0.00          15,446          1.91          2.03          0.36          119   
    15.58            0.35            240            1.55            1.68            0.78            119   
    14.66          (10.33       51,221          1.90          1.93          0.24          121   
    13.51          (11.01       18,896          2.65          2.68          (0.49       121   
    15.63          (9.98       351,982          1.50          1.53          0.61          121   
    14.24          (10.43       14,432          2.00          2.03          0.15          121   
    15.59            (10.21         21            1.65            1.68            0.16            121   

 

The accompanying notes are an integral part of these financial statements.   43


GOLDMAN SACHS N-11 EQUITY FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Year

 

               Income (loss) from
investment operations
        
    Year - Share Class   Net asset
value,
beginning
of year
    

Net

investment
income (loss)(a)

     Net realized
and unrealized
gain (loss)
     Total from
investment
operations
     Distributions
to shareholders
from net
investment
income
 
  FOR THE FISCAL YEARS ENDED OCTOBER 31,   
 

2015 - A

  $ 11.25       $ 0.04       $ (2.03    $ (1.99    $ (d) 
 

2015 - C

    10.99         (0.04      (1.97      (2.01        
 

2015 - Institutional

    11.34         0.08         (2.04      (1.96      (0.05
 

2015 - IR

    11.30         0.06         (2.03      (1.97      (0.03
 

2014 - A

    11.03         0.02         0.26         0.28         (0.06
 

2014 - C

    10.81         (0.06      0.25         0.19         (0.01
 

2014 - Institutional

    11.12         0.06         0.26         0.32         (0.10
 

2014 - IR

    11.08         0.05         0.25         0.30         (0.08
 

2013 - A

    10.38         0.01         0.65         0.66         (0.01
 

2013 - C

    10.25         (0.07      0.63         0.56           
 

2013 - Institutional

    10.45         0.05         0.65         0.70         (0.03
 

2013 - IR

    10.42         0.03         0.65         0.68         (0.02
 

2012 - A

    9.57         0.01         0.80         0.81           
 

2012 - C

    9.52         (0.06      0.79         0.73           
 

2012 - Institutional

    9.60         0.05         0.80         0.85           
 

2012 - IR

    9.59         0.02         0.81         0.83           
 

2011 - A (Commenced February 28, 2011)

    10.00         (0.03      (0.40      (0.43        
 

2011 - C (Commenced February 28, 2011)

    10.00         (0.08      (0.40      (0.48        
 

2011 - Institutional (Commenced February 28, 2011)

    10.00         0.02         (0.42      (0.40        
 

2011 - IR (Commenced February 28, 2011)

    10.00         (0.02      (0.39      (0.41        

 

  (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, a complete redemption of the investment at the net asset value at the end of the period and no sales or redemption charges. Total returns would be reduced if a sales or redemption charge was taken into account. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Total returns for periods less than one full year are not annualized.
  (c)   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.

 

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


GOLDMAN SACHS N-11 EQUITY FUND

 

                                                                   
    Net asset
value, end
of year
        Total
return(b)
       

Net assets,
end of

year

(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)
 
                         
  $ 9.26          (17.68 )%      $ 54,045          1.73       2.07       0.35       48
    8.98          (18.29       8,564          2.48          2.82          (0.41       48   
    9.33          (17.34       115,099          1.33          1.68          0.78          48   
    9.30            (17.45         13,092            1.48            1.82            0.59            48   
    11.25          2.54          96,440          1.74          2.08          0.20          41   
    10.99          1.76          15,127          2.49          2.83          (0.54       41   
    11.34          2.88          310,186          1.34          1.68          0.57          41   
    11.30            2.76            27,343            1.49            1.82            0.44            41   
    11.03          6.31          114,658          1.74          2.12          0.07          53   
    10.81          5.46          19,018          2.49          2.87          (0.66       53   
    11.12          6.73          308,502          1.35          1.72          0.44          53   
    11.08            6.48            36,429            1.49            1.87            0.26            53   
    10.38          8.33          35,417          1.79          2.35          0.09          90   
    10.25          7.53          6,720          2.54          3.12          (0.57       90   
    10.45          8.83          111,826          1.39          1.94          0.52          90   
    10.42            8.73            9,500            1.54            2.05            0.22            90   
    9.57          (4.20       18,335          1.82 (e)        3.92 (e)        (0.40 )(e)        73   
    9.52          (4.70       3,528          2.57 (e)        4.67 (e)        (1.29 )(e)        73   
    9.60          (4.00       42,740          1.42 (e)        3.52 (e)        0.24 (e)        73   
    9.59            (4.10         1,448            1.57 (e)          3.67 (e)          (0.28 )(e)          73   

 

The accompanying notes are an integral part of these financial statements.   45


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

Notes to Financial Statements

October 31, 2015

 

1. ORGANIZATION

 

Goldman Sachs Trust (the “Trust”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The 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

Asia Equity

    

A, C, Institutional and IR

   Diversified

Emerging Markets Equity

    

A, C, Institutional, Service, IR and R6

   Diversified

N-11 Equity

    

A, C, Institutional and IR

   Non-diversified

Class A Shares are sold with a front-end sales charge of up to 5.50%. Class C Shares are sold with a contingent deferred sales charge (“CDSC”) of 1.00%, which is imposed on redemptions made within 12 months of purchase. Institutional, Service, Class IR and Class R6 Shares are not subject to a sales charge.

At the close of business on November 14, 2014, Class B Shares of Asia Equity and Emerging Markets Equity Funds were converted to Class A Shares of the Fund.

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

Pursuant to an Agreement and Plan of Reorganization (the “Reorganization Agreement”) approved by the Trust’s Board of Trustees, all of the assets and liabilities of the Goldman Sachs BRIC Fund (the “Acquired Fund”) were transferred to the Goldman Sachs Emerging Markets Equity Fund (the “Survivor Fund”) as of the close of business on October 23, 2015 (the “Reorganization”). As part of the Reorganization, holders of Class A, Class C, Institutional, and Class IR shares of the Acquired Fund respectively received Class A, Class C, Institutional, and Class IR shares of the Survivor Fund, in an amount equal to the aggregate net asset value of his or her investment in the Acquired Fund. The exchange was a tax-free event to shareholders and the Survivor Fund was the accounting survivor in the reorganization.

 

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

 

46


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

 

 

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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.

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. 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 applicable Funds on a straight-line and/or pro-rata basis depending upon the nature of the expenses. Class specific expenses, where applicable, are borne by the respective share classes and include Distribution and Service, Transfer Agency and Service and Shareholder Administration fees.

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, 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 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 translations. 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

 

47


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

Notes to Financial Statements (continued)

October 31, 2015

 

3. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

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).

Changes in valuation techniques may result in transfers into or out of an assigned level within the hierarchy. In accordance with the Funds’ policy, transfers between different levels of the fair value hierarchy resulting from such changes are deemed to have occurred as of the beginning of the reporting period.

The Board of Trustees (“Trustees”) has approved 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 GSAMI 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, 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 there is no sale or official closing price or such price is believed by GSAMI to not represent fair value, equity securities and exchange traded investment companies are valued at the last bid price for long positions and at the last ask price for short positions. Investments in investment companies (other than those that are exchange traded) are valued at the NAV on the valuation date. To the extent these investments are actively traded, they are classified as Level 1 of the fair value hierarchy, otherwise they are generally classified as Level 2.

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

Underlying Funds — Underlying Funds (“Underlying Funds”) include other investment companies and exchange-traded funds (“ETFs”). Investments in the Underlying Funds (except ETFs) are valued at the NAV per share of the Institutional Share class on

 

48


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

 

 

3. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

the day of valuation. ETFs are valued daily at the last sale price or official closing price on the principal exchange or system on which the investment is traded. Because the Funds invest in Underlying Funds that fluctuate in value, the Funds’ shares will correspondingly fluctuate in value. To the extent these investments are actively traded, they are classified as Level 1 of the fair value hierarchy, otherwise they are generally classified as Level 2.

B.  Level 3 Fair Value Investments — To the extent that significant inputs to valuation models and other alternative pricing sources are unobservable, or if quotations are not readily available, or if GSAMI 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. 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.

C.  Fair Value Hierarchy — The following is a summary of the Funds’ investments classified in the fair value hierarchy as of October 31, 2015:

ASIA EQUITY             
Investment Type    Level 1        Level 2        Level 3  
Assets             

Common Stock and/or Other Equity Investments(a)

            

Asia

   $ 3,493,465         $ 72,041,280         $   

North America

     790,008                       
Total    $ 4,283,473         $ 72,041,280         $   
EMERGING MARKETS EQUITY             
Investment Type    Level 1        Level 2        Level 3  
Assets             

Common Stock and/or Other Equity Investments(a)

            

Africa

   $         $ 21,167,920         $   

Asia

     14,547,117           278,763,070           1,268,702   

Europe

               19,939,122             

North America

     59,617,032           3,863,721             

South America

     14,887,804           28,114,713             
Total    $ 89,051,953         $ 351,848,546         $ 1,268,702   

 

49


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

Notes to Financial Statements (continued)

October 31, 2015

 

3. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

N-11 EQUITY             
Investment Type    Level 1        Level 2        Level 3  
Assets             

Common Stock and/or Other Equity Investments(a)

            

Africa

   $         $ 23,094,543         $   

Asia

               121,407,906             

Europe

               2,405,104             

North America

     40,714,093                       
Total    $ 40,714,093         $ 146,907,553         $   

 

(a)   Amounts are disclosed by continent to highlight the impact of time zone differences between local market close and the calculation of NAV. Security valuations are based on the principal exchange or system on which they are traded, which may differ from country of domicile. The Funds utilize fair value model prices provided by an independent fair value service for international equities, resulting in a Level 2 classification.

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

 

4. AGREEMENTS AND AFFILIATED TRANSACTIONS

A.  Management Agreement — Under the Agreement, GSAMI manages the Funds, 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 Funds’ business affairs, including providing facilities, GSAMI 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 fiscal year ended October 31, 2015, contractual and effective net management fees with GSAMI were at the following rates:

 

         Contractual Management Rate      Effective Net
Management
Rate^
 
Fund         First
$1 billion
     Next
$1 billion
     Next
$3 billion
     Next
$3 billion
     Over
$8 billion
     Effective
Rate
    

Asia Equity

         1.00      0.90      0.86      0.84      0.82      1.00      1.00

Emerging Markets Equity

         1.20         1.20         1.08         1.03         1.01         1.20         1.02

N-11 Equity

         1.30         1.30         1.24         1.21         1.19         1.30         1.13

 

^   Effective Net Management Rate includes the impact of management fee waivers of affiliated underlying funds, if any.
*   GSAMI has agreed to waive a portion of its management fee in order to achieve net management rates as defined in the Funds’ most recent prospectuses. These waivers will be effective through at least July 31, 2016, and prior to such date, GSAMI may not terminate the arrangements without the approval of the Trustees.

 

 

50


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

 

 

4. AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

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

 

         Distribution and Service Plan Rates      
      Class A*      Class C  

Distribution Plan

     0.25      0.75

Service Plan

             0.25   

 

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

C.  Distribution Agreement — Goldman Sachs, as Distributor of the shares of the Funds pursuant to a Distribution Agreement, may retain a portion of the Class A Shares front end sales charge and Class C Shares’ CDSC. During the fiscal year ended October 31, 2015, Goldman Sachs advised that it retained the following amounts:

 

         Front End
Sales Charge
 
Fund         Class A  

Asia Equity

       $ 3,641   

Emerging Markets Equity

         3,325   

N-11 Equity

         1,831   

D.  Service Plan and Shareholder Administration Plan — The Trust, on behalf of each Fund that offers Service Shares, has adopted a Service Plan and a Shareholder Administration Plan. These plans allow for service organizations to provide varying levels of personal and account maintenance and shareholder administration services to their customers who are beneficial owners of such shares. The Service Plan and Shareholder Administration Plan each provide for compensation to the service organizations which is accrued daily and paid monthly at an annual rate of 0.25% (0.50% in aggregate) of the average daily net assets of the Service Shares.

E.  Transfer Agency Agreement — Goldman Sachs also serves as the transfer agent of the Funds for a fee pursuant to the Transfer Agency Agreement. The fees charged for such transfer agency services are accrued daily and paid monthly at annual rates as follows: 0.19% of the average daily net assets of Class A, Class C, and Class IR Shares; 0.02% of the average daily net assets of Class R6 Shares; and 0.04% of the average daily net assets of Institutional and Service Shares.

F.  Other Expense Agreements and Affiliated Transactions — GSAMI has agreed to limit certain “Other Expenses” of the Funds (excluding acquired fund fees and expenses, transfer agency fees and expenses, service fees, shareholder administration fees (as applicable), taxes, interest, brokerage fees, shareholder meetings, litigation, indemnification and extraordinary expenses) to the extent such expenses exceed, on an annual basis, a percentage rate of the average daily net assets of each Fund. Such Other Expense reimbursements, if any, are accrued daily and paid monthly. In addition, the Funds are not obligated to reimburse GSAMI

 

51


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

Notes to Financial Statements (continued)

October 31, 2015

 

4. AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

for prior fiscal year expense reimbursements, if any. The Other Expense limitations as an annual percentage rate of average daily net assets for the Asia Equity, Emerging Markets Equity and N-11 Equity Funds are 0.254%, 0.194% and 0.164%, respectively. Prior to February 27, 2015, the Other Expense limitation was 0.264% for the Emerging Markets Equity Fund. These Other Expense limitations will remain in place through at least July 31, 2016 and prior to such date GSAMI 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.

For the fiscal year ended October 31, 2015, these expense reductions, including any fee waivers and Other Expense reimbursements, were as follows:

 

Fund         Management
Fee Waiver
       Other
Expense
Reimbursement
       Custody Fee
Credits
       Total
Expense
Reductions
 

Asia Equity

       $         $ 247,457         $ 2,162         $ 249,619   

Emerging Markets Equity

         644,714           226,470           3,352           874,536   

N-11 Equity

         575,075           584,811           2,148           1,162,034   

G.  Line of Credit Facility — As of October 31, 2015, the Funds participated in a $1,205,000,000 committed, unsecured revolving line of credit facility (the “facility”) together with other funds of the Trust and registered investment companies having management agreements with GSAMI or its affiliates (“Other Borrowers”). Pursuant to the terms of the facility, the Funds and Other Borrowers could increase the credit amount by up to an additional $115,000,000, for a total of up to $1,320,000,000. This facility is to be used for temporary emergency purposes, or to allow for an orderly liquidation of securities to meet redemption requests. The interest rate on borrowings is based on the federal funds rate. The facility also requires a fee to be paid by the Funds based on the amount of the commitment that has not been utilized. For the fiscal year ended October 31, 2015, the Funds did not have any borrowings under the facility.

H.  Other Transactions with Affiliates — As of October 31, 2015, the Goldman Sachs Satellite Strategies Portfolio was the beneficial owner of 5% or more of total outstanding shares of the Emerging Markets Equity Fund.

As of October 31, 2015, the Goldman Sachs Group, Inc. was the beneficial owner of approximately 48% of the Class IR Shares of the Asia Equity Fund and approximately 100% of the Class R6 Shares of the Emerging Markets Equity Fund.

 

5. PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds from sales and maturities of long-term securities for the fiscal year ended October 31, 2015, were as follows:

 

Fund         Purchases        Sales and Maturities  

Asia Equity

       $ 119,709,029         $ 121,968,981   

Emerging Markets Equity

         433,775,460           426,557,231   

N-11 Equity

         159,752,521           340,701,724   

 

 

52


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

 

 

6. TAX INFORMATION

 

The tax character of distributions paid during the fiscal year ended October 31, 2015, was as follows:

 

      Asia Equity        Emerging Markets
Equity
       N-11 Equity  

Distributions paid from:

            

Ordinary income

   $ 192,777         $ 950,332         $ 1,334,018   

The tax character of distributions paid during the fiscal year ended October 31, 2014, was as follows:

 

      Asia Equity        Emerging Markets
Equity
       N-11 Equity  

Distributions paid from:

            

Ordinary income

   $ 395,074         $ 2,901,821         $ 3,543,980   

As of October 31, 2015, the components of accumulated earnings (losses) on a tax-basis were as follows:

 

      Asia Equity        Emerging Markets
Equity
       N-11 Equity  

Undistributed ordinary income — net

   $         $ 355,884         $ 753,482   

Capital loss carryforwards:

            

Expiring 2016(1)

   $         $ (12,534,998      $   

Expiring 2017(1)

     (7,699,879        (445,745,035          

Perpetual short-term

               (21,047,638        (30,591,946

Perpetual long-term

               (20,030,158        (21,830,630

Total capital loss carryforwards

   $ (7,699,879      $ (499,357,829      $ (52,422,576

Timing differences (Qualified Late Year
Loss Deferral/Post October Loss Deferral)

   $ (102,310                    

Unrealized gains (losses) — net

     (1,667,626        71,431           (2,047

Total accumulated losses — net

   $ (9,469,815      $ (498,930,514      $ (51,671,141

 

(1)   Expiration occurs on October 31 of the year indicated. The Asia Equity and Emerging Markets Equity Funds utilized $3,655,745 and $3,906,029, respectively, of capital losses in the current fiscal year. The Emerging Markets Equity Fund had a capital loss carryforward of $46,894,391 which expired in the current fiscal year. The Emerging Markets Equity Fund had a capital loss carryforward of $151,677,917 which was written off in the current fiscal year.

 

 

53


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

Notes to Financial Statements (continued)

October 31, 2015

 

6. TAX INFORMATION (continued)

 

As of October 31, 2015, the Funds’ aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:

 

      Asia Equity        Emerging Markets
Equity
       N-11 Equity  

Tax cost

   $ 77,840,523         $ 441,527,901         $ 187,566,638   

Gross unrealized gain

     6,360,616           41,122,040           21,920,215   

Gross unrealized loss

     (7,876,386        (40,480,740        (21,865,207

Net unrealized security gain (loss)

   $ (1,515,770      $ 641,300         $ 55,008   

Net unrealized loss on other investments

     (151,856        (569,869        (57,055

Net unrealized gain (loss)

   $ (1,667,626      $ 71,431         $ (2,047

The difference between GAAP-basis and tax-basis unrealized gains (losses) is attributable primarily to wash sales and differences in the tax treatment of passive foreign investment company investments.

In order to present certain components of the Funds’ capital accounts on a tax-basis, certain reclassifications have been recorded to the Funds’ accounts. These reclassifications have no impact on the net asset value of the Funds and result primarily from taxable over distributions, fund mergers, expired capital loss carryforwards and differences in the tax treatment of foreign currency transactions, passive foreign investment company investments and realized foreign capital gains tax.

 

Fund            Paid-in
Capital
       Accumulated
Net Realized
Gain (Loss)
       Undistributed
Net Investment
Income (Loss)
 

Asia Equity

          $ (176,154      $ 362,794         $ (186,640

Emerging Markets Equity

            41,609,895           (40,600,253        (1,009,642

N-11 Equity

                      890,314           (890,314

GSAMI 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.

 

7. OTHER RISKS

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

Foreign Custody Risk — A Fund that invests in foreign securities may hold such securities and cash with foreign banks, agents, and securities depositories appointed by the Fund’s custodian (each a “Foreign Custodian”). Some foreign custodians may be recently organized or new to the foreign custody business. In some countries, Foreign Custodians may be subject to little or no regulatory oversight over, 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 bankruptcy. Investments in emerging markets may

 

54


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

 

 

7. OTHER RISKS (continued)

 

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

Geographic Risk — Concentration of the investments of a Fund in issuers located in a particular country or region will subject the Fund, to a greater extent than if investments were less concentrated, to the risks of adverse securities markets, exchange rates and social, political, regulatory or economic events which may occur in a given country or region. The Asia Equity Fund invests primarily in equity investments in Asian issuers. The N-11 Equity Fund invests primarily in equity investments in the N-11 countries, and may invest up to 50% of its assets in any one N-11 country.

Investments in Other Investment Companies — As a shareholder of another investment company, including an exchange traded fund (“ETF”), a Fund will indirectly bear its proportionate share of any net management fees and other expenses paid by such other investment companies, in addition to the fees and expenses regularly borne by the Fund. ETFs are subject to risks that do not apply to conventional mutual funds, including but not limited to the following: (i) the market price of the ETF’s shares may trade at a premium or a discount to their NAV; and (ii) an active trading market for an ETF’s shares may not develop or be maintained.

Large Shareholder Transactions Risk — A Fund may experience adverse effects when certain large shareholders, such as other funds, institutional investors (including those trading by use of non-discretionary mathematical formulas), financial intermediaries (who may make investment decisions on behalf of underlying clients and/or include a Fund in their investment model), individuals, accounts and Goldman Sachs affiliates, purchase or redeem large amounts of shares of a Fund. Such large shareholder redemptions may cause the Fund to sell portfolio securities at times when it would not otherwise do so, which may negatively impact a Fund’s NAV and liquidity. These transactions may also accelerate the realization of taxable income to shareholders if such sales of investments resulted in gains, and may also increase transaction costs. In addition, a large redemption could result in a Fund’s current expenses being allocated over a smaller asset base, leading to an increase in the Fund’s expense ratio. Similarly, large Fund share purchases may adversely affect a Fund’s performance to the extent that a Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would.

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, 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 or guarantor fails to perform or that an institution or entity with which the Funds have unsettled or open transactions defaults.

Investing in foreign markets may involve special risks and considerations not typically associated with investing in the U.S. Foreign securities may be subject to risk of loss because of more or less foreign government regulation, less public information and less economic, political and social stability in the countries in which the Fund invests. Loss may also result from the imposition of exchange controls, confiscations and other government restrictions by the U.S. or other governments, or from problems in registration, settlement or custody. Foreign risk also involves the risk of negative foreign currency rate fluctuations, which may

 

55


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

Notes to Financial Statements (continued)

October 31, 2015

 

7. OTHER RISKS (continued)

 

cause the value of securities denominated in such foreign currency (or other instruments through which the Fund has exposure to foreign currencies) to decline in value. Currency exchange rates may fluctuate significantly over short periods of time. To the extent that the Fund also invests in securities of issuers located in emerging markets, these risks may be more pronounced.

Non-Diversification Risk — The N-11 Equity Fund is non-diversified, meaning that it is permitted to invest a larger percentage of its assets in fewer issuers than diversified mutual funds. Thus, the Fund may be more susceptible to adverse developments affecting any single issuer held in its portfolio, and may be more susceptible to greater losses because of these developments.

Portfolio Concentration Risk — As a result of the N-11 Equity Fund’s ability to invest a large percentage of its assets in obligations of issuers within the same country, state, region, currency or economic sector, an adverse economic, business or political development may affect the value of the Fund’s investments more than if its investments were not so concentrated.

 

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 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, GSAMI believes the risk of loss under these arrangements to be remote.

 

9. OTHER MATTERS

Mergers and Reorganizations — At a meeting held on August 12-13, 2015, the Trustees approved an Agreement and Plan of Reorganization (the “Reorganization Agreement”) providing for the tax-free acquisition of the Goldman Sachs BRIC Fund (the “Acquired Fund”) by the Goldman Sachs Emerging Markets Equity Fund (the “Survivor Fund”). The acquisition was completed on October 23, 2015.

Pursuant to the Reorganization Agreement, the assets and liabilities of the Acquired Fund’s Shares were transferred in exchange for the Survivor Fund’s Shares, in a tax-free exchange as follows:

 

Survivor/Acquired Fund        Exchanged Shares
of Survivor Fund
       Value of
Exchanged Shares
       Acquired Fund’s Shares
Outstanding as of
October 23, 2015
 

Emerging Markets Equity Class A/BRIC Class A

        2,662,878         $ 40,049,765           3,350,149   

Emerging Markets Equity Class C/BRIC Class C

        2,054,325           27,877,096           2,438,630   

Emerging Markets Equity Institutional Class/BRIC Institutional Class

        2,177,674           34,951,589           2,878,884   

Emerging Markets Equity Class IR/BRIC Class IR

        21,115           337,411           27,490   

 

 

56


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

 

 

9. OTHER MATTERS (continued)

 

The financial statements reflect the operations of the Fund for the period prior to the acquisition and the combined fund for the period subsequent to the fund merger. Assuming the acquisition had been completed on November 1, 2014, the Fund’s pro forma results of operations for the year ended October 31, 2015, are as follows:

 

Net investment income

   $ 2,082,386   

Net gain (loss) on investments

   $ (1,907,766

Net increase (decrease) in net assets resulting from operations

   $ 174,620   

Because the combined investment portfolios have been managed as a single integrated Fund since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of BRIC Fund that have been included in the Fund’s Statement of Operations since October 23, 2015.

The following chart shows the Survivor Fund’s and Acquired Fund’s aggregate net assets (immediately before and after the completion of the acquisition) and the Acquired Fund’s unrealized appreciation:

 

Survivor/Acquired Fund         Survivor Fund’s
Aggregate Net
Assets before
acquisition
       Acquired Fund’s
Aggregate Net
Assets before
acquisition
       Survivor Fund’s
Aggregate Net
Assets immediately
after acquisition
       Acquired Fund’s
Unrealized
Appreciation
       Acquired Fund’s
Capital Loss
Carryforward
 

Emerging Markets Equity/BRIC

       $ 348,238,230         $ 103,215,861         $ 451,454,091         $ 3,267,678         $ (239,713,906

 

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.

 

57


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

Notes to Financial Statements (continued)

October 31, 2015

 

11. SUMMARY OF SHARE TRANSACTIONS

 

Share activity is as follows:

 

    Asia Equity Fund  
 

 

 

 
    For the Fiscal Year Ended
October 31, 2015
     For the Fiscal Year Ended
October 31, 2014
 
 

 

 

 
    Shares     Dollars      Shares     Dollars  
 

 

 

 
Class A Shares         

Shares sold

    235,104      $ 5,013,336         372,532      $ 7,189,718   

Shares issued in connection with merger

                   1,463        28,606   

Shares converted from Class B

    3,947        79,446         1,317        26,035   

Reinvestment of distributions

                   2,986        56,823   

Shares redeemed

    (119,009     (2,450,235      (427,608     (8,338,547
      120,042        2,642,547         (49,310     (1,037,365
Class B Shares(a)         

Shares sold

                   (b)      6   

Shares converted to Class A

    (4,175     (79,446      (1,387     (26,035

Shares redeemed

    (11,670     (221,835      (17,216     (320,899
      (15,845     (301,281      (18,603     (346,928
Class C Shares         

Shares sold

    14,511        294,885         30,077        558,916   

Shares issued in connection with merger

                   16,455        301,777   

Shares redeemed

    (23,699     (445,511      (63,003     (1,163,371
      (9,188     (150,626      (16,471     (302,678
Institutional Shares         

Shares sold

    148,725        3,263,191         142,559        2,978,318   

Shares issued in connection with merger

                   1,213,633        24,806,694   

Reinvestment of distributions

    9,275        191,440         16,939        336,570   

Shares redeemed

    (383,547     (8,037,850      (520,995     (10,549,989
      (225,547     (4,583,219      852,136        17,571,593   
Class IR Shares(c)         

Shares sold

           2         1,995        42,341   

Shares issued in connection with merger

                   443        9,065   

Reinvestment of distributions

    6        134                  
      6        136         2,438        51,406   

NET INCREASE (DECREASE)

    (130,532   $ (2,392,443      770,190      $ 15,936,028   

 

(a)   Class B Shares convert into Class A Shares at the close of business on November 14, 2014.
(b)   Shares are less than 1.
(c)   Class IR Shares commenced operations on February 28, 2014.

 

58


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

 

 

11. SUMMARY OF SHARE TRANSACTIONS (continued)

 

Share activity is as follows:

 

    Emerging Markets Equity Fund  
 

 

 

 
    For the Fiscal Year Ended
October 31, 2015
     For the Fiscal Year Ended
October 31, 2014
 
 

 

 

 
    Shares     Dollars      Shares     Dollars  
 

 

 

 
Class A Shares         

Shares sold

    1,408,550      $ 22,392,294         477,560      $ 7,381,033   

Shares issued in connection with merger

    2,662,878        40,049,765                  

Shares converted from Class B

    22,303        355,064         7,144        108,897   

Reinvestment of distributions

                   9,026        136,017   

Shares redeemed

    (1,501,117     (22,992,112      (1,140,560     (17,611,834
      2,592,614        39,805,011         (646,830     (9,985,887
Class B Shares(a)         

Shares sold

                   549        7,536   

Shares converted to Class A

    (24,726     (355,064      (7,885     (108,897

Shares redeemed

    (97,564     (1,400,667      (124,011     (1,728,895
      (122,290     (1,755,731      (131,347     (1,830,256
Class C Shares         

Shares sold

    102,126        1,490,580         123,764        1,763,211   

Shares issued in connection with merger

    2,054,325        27,877,096                  

Shares redeemed

    (226,822     (3,176,820      (208,565     (2,886,901
      1,929,629        26,190,856         (84,801     (1,123,690
Institutional Shares         

Shares sold

    9,734,085        154,429,954         3,001,698        49,094,434   

Shares issued in connection with merger

    2,177,674        34,951,589                  

Reinvestment of distributions

    52,352        866,429         158,000        2,532,738   

Shares redeemed

    (9,033,668     (145,961,176      (9,306,768     (149,200,716
      2,930,443        44,286,796         (6,147,070     (97,573,544
Service Shares         

Shares sold

    407,392        6,240,052         400,257        6,069,974   

Reinvestment of distributions

                   2,389        34,951   

Shares redeemed

    (329,709     (4,956,992      (366,690     (5,566,727
      77,683        1,283,060         35,956        538,198   
Class IR Shares         

Shares sold

    64,260        963,795         5,140        82,952   

Shares issued in connection with merger

    21,115        337,411                  

Reinvestment of distributions

    29        472         118        1,886   

Shares redeemed

    (12,957     (204,046      (7,275     (117,780
      72,447        1,097,632         (2,017     (32,942
Class R6 Shares(b)         

Shares sold

    598        10,005                  

Shares redeemed

           (5               
      598        10,000                  

NET INCREASE (DECREASE)

    7,481,124      $ 110,917,624         (6,976,109   $ (110,008,121

 

(a)   Class B Shares convert into Class A Shares at the close of business on November 14, 2014.
(b)   Class R6 Shares commenced operations on July 31, 2015.

 

59


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

Notes to Financial Statements (continued)

October 31, 2015

 

11. SUMMARY OF SHARE TRANSACTIONS (continued)

 

Share activity is as follows:

 

    N-11 Equity Fund  
 

 

 

 
    For the Fiscal Year Ended
October 31, 2015
     For the Fiscal Year Ended
October 31, 2014
 
 

 

 

 
    Shares     Dollars      Shares     Dollars  
 

 

 

 
Class A Shares         

Shares sold

    1,245,917      $ 12,523,320         2,292,086      $ 25,823,261   

Reinvestment of distributions

    541        5,728         52,792        572,818   

Shares redeemed

    (3,985,792     (40,013,042      (4,165,612     (46,492,946
      (2,739,334     (27,483,994      (1,820,734     (20,096,867
Class C Shares         

Shares sold

    42,651        421,093         108,780        1,173,462   

Reinvestment of distributions

                   1,484        15,699   

Shares redeemed

    (465,541     (4,541,897      (492,940     (5,299,728
      (422,890     (4,120,804      (382,676     (4,110,567
Institutional Shares         

Shares sold

    4,351,003        43,841,194         7,945,164        89,002,301   

Reinvestment of distributions

    99,758        1,060,423         223,827        2,443,811   

Shares redeemed

    (19,466,511     (191,323,722      (8,571,125     (94,251,261
      (15,015,750     (146,422,105      (402,134     (2,805,149
Class IR Shares         

Shares sold

    278,920        2,812,772         357,823        3,953,269   

Reinvestment of distributions

    6,906        73,277         23,756        258,613   

Shares redeemed

    (1,297,666     (12,623,722      (1,249,742     (13,467,475
      (1,011,840     (9,737,673      (868,163     (9,255,593

NET DECREASE

    (19,189,814   $ (187,764,576      (3,473,707   $ (36,268,176

 

60


Report of Independent Registered Public

Accounting Firm

 

To the Board of Trustees of Goldman Sachs Trust and Shareholders of

Goldman Sachs Fundamental Emerging Markets Equity Funds:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Goldman Sachs Asia Equity Fund, Goldman Sachs Emerging Markets Equity Fund, and Goldman Sachs N-11 Equity Fund (collectively the “Funds”), funds of the Goldman Sachs Trust, at October 31, 2015, and the results of each of their operations, the changes in each of their net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2015 by correspondence with the custodian, brokers, and the application of alternative auditing procedures where securities purchased confirmations had not been received, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 28, 2015

 

61


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

Fund Expenses — Six Month Period Ended October 31, 2015 (Unaudited)

As a shareholder of Class A, Class C, Institutional, Service, Class IR or Class R6 Shares of a Fund you incur two types of costs: (1) transaction costs, including sales charges on purchase payments (with respect to Class A Shares) and contingent deferred sales charges on redemptions (with respect to and Class C Shares); and (2) ongoing costs, including management fees; distribution and service (12b-1) fees (with respect to Class A and Class C Shares); and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in Class A, Class C, Institutional, Service, Class IR and Class R6 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 May 1, 2015 through October 31, 2015, which represents a period of 184 days of a 365 day year. The Class R6 Example is based on the period from July 31, 2015 through October 31, 2015, which represents a period of 92 out of 365 days.

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 and do not reflect any transactional costs, such as sales charges, redemption fee 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.

 

     Asia Equity Fund     Emerging Markets Equity Fund     N-11 Equity Fund  
Share Class   Beginning
Account
Value
05/01/2015
    Ending
Account
Value
10/31/2015
    Expenses
Paid for the
6 Months Ended
10/31/2015
*
    Beginning
Account
Value
05/01/2015
    Ending
Account
Value
10/31/2015
    Expenses
Paid for the
6 Months Ended
10/31/2015
*
    Beginning
Account
Value
05/01/2015
    Ending
Account
Value
10/31/2015
    Expenses
Paid for the
6 Months Ended
10/31/2015
*
 
Class A                                    

Actual

  $ 1,000      $ 900.90      $ 8.10      $ 1,000      $ 865.60      $ 7.76      $ 1,000      $ 887.00      $ 8.23   

Hypothetical 5% return

    1,000        1,016.69     8.59        1,000        1,016.89     8.39        1,000        1,016.48     8.79   
Class C                                    

Actual

    1,000        897.40        11.67        1,000        862.60        11.17        1,000        883.00        11.82   

Hypothetical 5% return

    1,000        1,012.91     12.38        1,000        1,013.21     12.08        1,000        1,012.65     12.63   
Institutional                                    

Actual

    1,000        902.40        6.19        1,000        867.30        5.88        1,000        887.70        6.33   

Hypothetical 5% return

    1,000        1,018.70     6.56        1,000        1,018.90     6.36        1,000        1,018.50     6.77   
Service                                    

Actual

    N/A        N/A        N/A        1,000        865.00        8.23        N/A        N/A        N/A   

Hypothetical 5% return

    N/A        N/A        N/A        1,000        1,016.38     8.89        N/A        N/A        N/A   
Class IR                                    

Actual

    1,000        901.90        6.90        1,000        866.20        6.59        1,000        887.40        7.04   

Hypothetical 5% return

    1,000        1,017.95     7.32        1,000        1,018.15     7.12        1,000        1,017.74     7.53   
Class R6(a)                                    

Actual

    N/A        N/A        N/A        1,000        941.40        2.97        N/A        N/A        N/A   

Hypothetical 5% return

    N/A        N/A        N/A        1,000        1,018.95     6.31        N/A        N/A        N/A   

 

*   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 October 31, 2015. Expenses are calculated by multiplying the annualized net expense ratio by the average account value for the period; then multiplying the result by the number of days in the most recent fiscal half year; and then dividing that result by the number of days in the fiscal year. The annualized net expense ratios for the period were as follows:

 

Fund    Class A     Class C     Institutional     Service     Class IR     Class R6  

Asia Equity

     1.69     2.44     1.29     N/A        1.44     N/A   

Emerging Markets Equity

     1.65        2.38        1.25        1.75     1.40        1.24

N-11 Equity

     1.73        2.49        1.33        N/A        1.48        N/A   

 

+   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.
(a)   Commenced operations on July 31, 2015.

 

 

62


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

 

Background

The Goldman Sachs Asia Equity Fund, Goldman Sachs Emerging Markets Equity Fund, and Goldman Sachs N-11 Equity Fund (the “Funds”) are investment portfolios of Goldman Sachs Trust (the “Trust”). The Board of Trustees oversees the management of the Trust and reviews the investment performance and expenses of the Funds at regularly scheduled meetings held throughout 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 Funds.

The Management Agreement was most recently approved for continuation until June 30, 2016 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 10-11, 2015 (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 three 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, matters relevant to the renewal of the Management Agreement were considered by the Board, or the Independent Trustees, as applicable. Such matters included:

  (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 employee 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 each Fund, including comparisons to the performance of similar mutual funds, as provided by a third-party mutual fund data provider engaged as part of the contract review process (the “Outside Data Provider”), benchmark performance indices, and a composite of accounts with comparable investment strategies managed by the Investment Adviser (in the case of the Asia Equity Fund), and general investment outlooks in the markets in which the Funds invest;
  (c)   information provided by the Investment Adviser indicating the Investment Adviser’s views on whether a Fund’s peer group and/or benchmark index had high, medium, or low relevance given the Fund’s particular investment strategy;
  (d)   the terms of the Management Agreement and other agreements with affiliated service providers entered into by the Trust on behalf of the Funds;
  (e)   fee and expense information for the Funds, including:
  (i)   the relative management fee and expense levels of each Fund as compared to those of comparable funds managed by other advisers, as provided by the Outside Data Provider;
  (ii)   the expense trends over time of each Fund; and
  (iii)   to the extent the Investment Adviser manages other types of accounts (such as bank collective trusts, private wealth management accounts, institutional separate accounts, sub-advised mutual funds, and non-U.S. funds) 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;
  (f)   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;
  (g)   the undertakings of the Investment Adviser to waive a portion of its management fees (with respect to each Fund other than the Asia Equity Fund) and to limit certain expenses of each Fund that exceed specified levels, and a summary of contractual fee reductions made by the Investment Adviser and/or its affiliates over the past several years with respect to the Funds;

 

63


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

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

 

  (h)   information relating to the profitability of the Management Agreement and the transfer agency and distribution and service arrangements of each Fund and the Trust as a whole to the Investment Adviser and its affiliates;
  (i)   whether each Fund’s existing management fee schedule adequately addressed any economies of scale;
  (j)   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;
  (k)   a summary of potential benefits derived by the Funds as a result of their relationship with the Investment Adviser;
  (l)   information regarding commissions paid by the Funds 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;
  (m)   portfolio manager ownership of Fund shares; the manner in which portfolio manager compensation is determined; and the number and types of accounts managed by the portfolio managers;
  (n)   the nature and quality of the services provided to the Funds by their 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
  (o)   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 and non-Rule 12b-1 shareholder service and/or administration fees with respect to the Funds. 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 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 and 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 Agreement

As part of their review, the Trustees considered the nature, extent, and quality of the services provided to the Funds by the Investment Adviser. In this regard, the Trustees considered both the investment advisory services and non-advisory services that are provided by the Investment Adviser and its affiliates. The Trustees noted the transition in the leadership and changes in personnel of various of the Investment Adviser’s portfolio management teams that had occurred in recent periods, and the ongoing recruitment efforts aimed at bringing high quality investment talent to the Investment Adviser. They also noted the Investment Adviser’s commitment to maintaining high quality systems. The Trustees concluded that the Investment Adviser continued to commit substantial financial and operational resources to the 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, 2014, and updated performance information prepared by the Investment Adviser using the peer groups identified by the Outside Data Provider as of March 31, 2015. The information on each Fund’s investment performance was provided for the one-, three-, five-, and ten-year periods ending on the applicable dates, to the extent that each Fund had been in existence for those periods. The

 

64


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

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

 

Trustees also reviewed each Fund’s investment performance over time (including on a year-by-year basis) relative to its performance benchmark. As part of this review, 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 Asia Equity Fund’s performance to that of a composite of accounts with comparable investment strategies 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 Asia Equity Fund’s Institutional Shares had placed in the third quartile of the Fund’s peer group for the one-, three-, and five-year periods and in the fourth quartile for the ten-year period, and had underperformed the Fund’s benchmark index for the one-, three-, five-, and ten-year periods ended March 31, 2015. The Trustees also observed that Emerging Markets Equity Fund’s Institutional Shares had placed in the top half of the Fund’s peer group for the one-, three-, and five-year periods, and in the third quartile for the ten-year period, and had outperformed the Fund’s benchmark index for the one-, three-, and five-year periods and underperformed for the ten-year period ended March 31, 2015. They noted that the N-11 Equity Fund’s Institutional Shares had placed in the second quartile of the Fund’s peer group for the three-year period and in the fourth quartile for the one-year period, and had underperformed the Fund’s benchmark index for the one- and three-year periods ended March 31, 2015. The Trustees also recalled that certain portfolio management changes for the Asia Equity and Emerging Markets Equity Funds had been made in 2014.

Costs of Services Provided and Competitive Information

The Trustees considered the contractual terms of the Management Agreement and the fee rates payable by each Fund thereunder. 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 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 (or, in the case of Funds that commenced investment operations within a shorter period, since the year in which it commenced operations) 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 its management fees (with respect to each Fund other than the Asia Equity Fund) and to limit certain expenses of the Funds that exceed specified levels. The Trustees also noted that certain changes were being made to existing fee waiver or expense limitation arrangements of the Asia Equity 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 considered, to the extent that the Investment Adviser manages other types of accounts 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 other types of accounts which, in many cases, operated under less stringent legal and regulatory structures, required fewer services from the Investment Adviser to a smaller number of client contact points, and were less time-intensive.

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

Profitability

The Trustees reviewed the Investment Adviser’s revenues and pre-tax profit margins with respect to the Trust and 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 information on the Investment Adviser’s expense allocation methodology. They observed that the profitability and expense figures are substantially similar to those used by the Investment Adviser for many internal purposes, including compensation decisions among various business groups, and are thus subject to a vigorous internal debate about how certain revenue and expenses should

 

65


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

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

 

be allocated. The Trustees also noted that the internal audit group within the Goldman Sachs organization had audited the expense allocation methodology and was satisfied with the reasonableness, consistency, and accuracy of the Investment Adviser’s expense allocation methodology and profitability analysis calculations. Profitability data for the Trust and each Fund were provided for 2014 and 2013, and the Trustees considered this information in relation to the Investment Adviser’s overall profitability. The Trustees considered the Investment Adviser’s revenues and pre-tax profit margins both in absolute terms and in comparison to information on the reported pre-tax profit margins earned by certain other asset management firms.

Economies of Scale

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

 

Average Daily
Net Assets
 

Asia
Equity

Fund

    Emerging
Markets
Equity
Fund
   

N-11
Equity

Fund

 
First $1 billion     1.00     1.20     1.30
Next $1 billion     0.90        1.20        1.30   
Next $3 billion     0.86        1.08        1.24   
Next $3 billion     0.84        1.03        1.21   
Over $8 billion     0.82        1.01        1.19   

The Trustees noted that the breakpoints were designed 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 a portion of its management fees (with respect to each Fund other than the Asia Equity Fund) and to limit certain expenses 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.

Other Benefits to the Investment Adviser and Its Affiliates

The Trustees also considered the other benefits derived by the Investment Adviser and its affiliates from their relationships with the Funds 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 Funds; (c) research received by the Investment Adviser from broker-dealers in exchange for executing certain transactions on behalf of the Funds; (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 more likely to do business with other areas of Goldman Sachs. In the course of considering the foregoing, the Independent Trustees requested and received further information quantifying certain of these fall-out benefits.

Other Benefits to the 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) enhanced servicing from vendors because of the volume of business generated by the Investment Adviser and its affiliates; (c) enhanced servicing from broker-dealers because of the volume of business generated by the Investment Adviser and its affiliates; (d) the Investment Adviser’s ability to negotiate favorable terms with derivatives counterparties on behalf of the Funds 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

 

66


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

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

 

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. In addition, the Trustees noted the competitive nature of the mutual fund marketplace, and considered 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.

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 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 Agreement should be approved and continued with respect to each Fund until June 30, 2016.

 

67


 

GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

Trustees and Officers (Unaudited)

Independent Trustees

 

Name,
Address and Age1

 

Position(s) Held

with the Trust

 

Term of

Office and
Length of
Time Served2

 

Principal Occupation(s)

During Past 5 Years

  Number of
Portfolios in
Fund Complex
Overseen by
Trustee3
 

Other

Directorships

Held by Trustee4

Ashok N. Bakhru

Age: 73

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

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

 

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

  136   None

Kathryn A. Cassidy

Age: 61

  Trustee   Since 2015  

Ms. Cassidy is retired. Formerly, she was Advisor to the Chairman (May 2014-December 2014); and Senior Vice President and Treasurer (2008-2014), General Electric Company & General Electric Capital Corporation (technology and financial services companies).

 

Trustee — Goldman Sachs Fund Complex.

  112   None

John P. Coblentz, Jr.

Age: 74

  Trustee   Since 2003  

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

 

Trustee — Goldman Sachs Fund Complex.

  136   None

Diana M. Daniels

Age: 66

  Trustee   Since 2007  

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

 

Trustee — Goldman Sachs Fund Complex.

  112   None

Joseph P. LoRusso

Age: 58

  Trustee   Since 2010  

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

 

Trustee — Goldman Sachs Fund Complex.

  112   None

Herbert J. Markley

Age: 65

  Trustee   Since 2013  

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

 

Trustee — Goldman Sachs Fund Complex.

  112   None

Jessica Palmer

Age: 66

  Trustee   Since 2007  

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

 

Trustee — Goldman Sachs Fund Complex.

  112   None
         

 

68


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

Trustees and Officers (Unaudited) (continued)

Independent Trustees

 

Name,
Address and Age1

 

Position(s) Held

with the Trust

 

Term of

Office and
Length of
Time Served2

 

Principal Occupation(s)

During Past 5 Years

  Number of
Portfolios in
Fund Complex
Overseen by
Trustee3
 

Other

Directorships

Held by Trustee4

Richard P. Strubel

Age: 76

  Trustee   Since 1987  

Mr. Strubel is retired. Formerly, he served as Chairman of the Board of Trustees, Northern Funds (a family of retail and institutional mutual funds managed by Northern Trust Investments, Inc.) (2008-2014) and Trustee (1982-2014); Director, Cardean Learning Group (provider of educational services via the internet) (2003-2008); and Director, Gildan Activewear Inc. (a clothing marketing and manufacturing company) (2000-2014). He serves as Trustee Emeritus, The University of Chicago (1987-Present).

 

Trustee — Goldman Sachs Fund Complex.

  136   None

Roy W. Templin

Age: 55

  Trustee   Since 2013  

Mr. Templin is retired. He is Chairman of the Board of Directors, Con-Way Incorporated (2014-Present); and was formerly Executive Vice President and Chief Financial Officer, Whirlpool Corporation (an appliance manufacturer and marketer) (2004-2012).

 

Trustee — Goldman Sachs Fund Complex.

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

Gregory G. Weaver

Age: 64

  Trustee   Since 2015  

Mr. Weaver is retired. He is Director, Verizon Communications Inc. (2015-Present); and was formerly Chairman and Chief Executive Officer, Deloitte & Touche LLP (a professional services firm) (2001-2005 and 2012-2014); and Member of the Board of Directors, Deloitte & Touche LLP (2006-2012).

 

Trustee — Goldman Sachs Fund Complex.

  112   Verizon Communications Inc.
         

 

69


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

Trustees and Officers (Unaudited) (continued)

Interested Trustees*

 

Name,
Address and Age1

 

Position(s) Held

with the Trust

 

Term of

Office and
Length of
Time Served2

 

Principal Occupation(s)

During Past 5 Years

  Number of
Portfolios in
Fund Complex
Overseen by
Trustee3
 

Other

Directorships

Held by Trustee4

James A. McNamara

Age: 53

  President and Trustee   Since 2007  

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

 

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

 

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

  135   None

Alan A. Shuch

Age: 65

  Trustee   Since 1990  

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

 

Trustee — Goldman Sachs Fund Complex.

  112   None
         
*   These persons are considered to be “Interested Trustees” because they hold positions with Goldman Sachs and own securities issued by The Goldman Sachs Group, Inc. Each Interested Trustee holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.
1    Each Trustee may be contacted by writing to the Trustee, c/o Goldman Sachs, 200 West Street, New York, New York, 10282, Attn: Caroline Kraus. Information is provided as of October 31, 2015.
2    Each Trustee holds office for an indefinite term until the earliest of: (a) the election of his or her successor; (b) the date the Trustee resigns or is removed by the Board of Trustees or shareholders, in accordance with the Trust’s Declaration of Trust; (c) December 31st of the year in which the Trustee turns 74 years of age, subject to waiver by a majority of the Trustees (in accordance with the current resolutions of the Board of Trustees, which may be changed by the Trustees without shareholder vote); or (d) the termination of the Trust. By resolution of the Board of Trustees determining that an extension of service would be beneficial to the Trust, the retirement age has been extended with respect to Richard P. Strubel.
3    The Goldman Sachs Fund Complex includes of the Trust and Goldman Sachs Variable Insurance Trust (“GSVIT”). As of October 31, 2015, the Trust consisted of 98 portfolios (91 of which offered shares to the public) and GSVIT consisted of 14 portfolios. The Goldman Sachs Fund Complex also includes, with respect to Messrs. Bakhru, Coblentz and Strubel, Goldman Sachs Trust II (“GSTII”), Goldman Sachs BDC, Inc. (“GSBDC”), Goldman Sachs MLP Income Opportunities Fund (“GSMLP”), Goldman Sachs MLP and Energy Renaissance Fund (“GSMER”) and Goldman Sachs ETF Trust (“GSETF”), and with respect to Mr. McNamara, GSTII, GSMLP, GSMER and GSETF. GSTII consisted of seven portfolios (six of which offered shares to the public). GSBDC, GSMLP and GSMER each consisted of one portfolio. GSETF consisted of 14 portfolios (two of which offered shares to the public).
4    This column includes only directorships of companies required to report to the Securities and Exchange Commission under the Securities Exchange Act of 1934 (i.e., “public companies”) or other investment companies registered under the Act.

Additional information about the Trustees is available in the Funds’ Statement of Additional Information, which can be obtained from Goldman Sachs free of charge by calling this toll-free number (in the United States of America): 1-800-526-7384.

 

70


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

Trustees and Officers (Unaudited) (continued)

Interested Trustees*

 

 

Name, Address and Age1

 

Position(s) Held

With the Trust

 

Term of

Office and
Length of
Time Served2

  Principal Occupation(s) During Past 5 Years

James A. McNamara

200 West Street

New York, NY 10282

Age: 53

  President and Trustee   Since 2007  

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

 

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

 

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

Caroline L. Kraus

200 West Street

New York, NY 10282

Age: 38

  Secretary   Since 2012  

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

 

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

Scott M. McHugh

200 West Street

New York, NY 10282

Age: 44

  Principal Financial Officer, Senior Vice President and Treasurer  

Since 2009

(Principal Financial Officer since 2013)

 

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

 

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

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

Senior Vice President — Goldman Sachs Fund Complex (November 2009-Present); and Assistant Treasurer — Goldman Sachs Fund Complex (May 2007-October 2009).

     
*   Represents a partial list of officers of the Trust. Additional information about all the officers is available in the Funds’ Statement of Additional Information, which can be obtained from Goldman Sachs free of charge by calling this toll-free number (in the United States): 1-800-526-7384.
1    Information is provided as of October 31, 2015.
2   Officers hold office at the pleasure of the Board of Trustees or until their successors are duly elected and qualified. Each officer holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.

 

71


GOLDMAN SACHS FUNDAMENTAL EMERGING MARKETS EQUITY FUNDS

 

 

 

 

 

 

Goldman Sachs Trust — Fundamental Emerging Markets Equity Funds — Tax Information (Unaudited)

From distributions paid during the year ended October 31, 2015, the total amount of income received by the Asia Equity, Emerging Markets Equity, and N-11 Equity Funds from sources within foreign countries and possessions of the United States was $0.1128, $0.1047, and $0.0853 per share, respectively, all of which is attributable to qualified passive income. The percentage of net investment income dividends paid from foreign sources by the Asia Equity, Emerging Markets Equity and N-11 Equity Funds were 98.26%, 96.85%, and 98.05%, respectively. The total amount of taxes paid by the Asia Equity, Emerging Markets Equity, and N-11 Equity Funds to such countries was $0.0594, $.0272, and $0.0293 per share, respectively.

For the year ended October 31, 2015, 100% of the dividends paid from net investment company taxable income by the Asia Equity, Emerging Markets Equity, and N-11 Equity Funds, respectively, qualify for the reduced tax rate under the Jobs and Growth Tax Relief and Reconciliation Act of 2003.

The BRIC Fund has elected the application of Section 853 of the Internal Revenue Code to permit shareholders to take a foreign tax credit or deduction, at their option, on a per share basis. The BRIC Fund designates $728,164, or, if different, the maximum amount allowable as foreign income taxes paid during the fiscal year ended October 23, 2015. The amount of income received by the BRIC Fund from sources within foreign countries and possessions of the United States was $3,151,410, or, if different, the maximum amount allowable.

 

72


FUNDS PROFILE

 

Goldman Sachs Funds

 

 

 

 

LOGO

 

Goldman Sachs is a premier financial services firm, known since 1869 for creating thoughtful and customized investment solutions in complex global markets.

Today, the Investment Management Division of Goldman Sachs serves a diverse set of clients worldwide, including private institutions, public entities and individuals. With approximately $1.02 trillion in assets under supervision as of September 30, 2015, Goldman Sachs Asset Management (“GSAM”) has portfolio management teams located around the world and our investment professionals bring firsthand knowledge of local markets to every investment decision. Assets under supervision includes assets under management and other client assets for which Goldman Sachs does not have full discretion. GSAM leverages the resources of Goldman, Sachs & Co. subject to legal, internal and regulatory restrictions.

 

LOGO

 

Money Market1

Financial Square FundsSM

n   Financial Square Tax-Exempt Funds
n   Financial Square Tax-Free Money Market Fund
n   Financial Square Treasury Solutions Fund2
n   Financial Square Government Fund
n   Financial Square Money Market Fund
n   Financial Square Prime Obligations Fund
n   Financial Square Treasury Instruments Fund
n   Financial Square Treasury Obligations Fund
n   Financial Square Federal Instruments Fund

Fixed Income

Short Duration and Government

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

Multi-Sector

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

Municipal and Tax-Free

n   High Yield Municipal Fund
n   Dynamic Municipal Income Fund3
n   Short Duration Tax-Free Fund

Single Sector

n   Investment Grade Credit Fund
n   U.S. Mortgages Fund
n   High Yield Fund
n   High Yield Floating Rate Fund
n   Emerging Markets Debt Fund
n   Local Emerging Markets Debt Fund
n   Dynamic Emerging Markets Debt Fund

Fixed Income Alternatives

n   Long Short Credit Strategies Fund
n   Fixed Income Macro Strategies Fund

Fundamental Equity

n   Growth and Income Fund
n   Small Cap Value Fund
n   Small/Mid Cap Value Fund
n   Mid Cap Value Fund
n   Large Cap Value Fund
n   Capital Growth Fund
n   Strategic Growth Fund
n   Focused Growth Fund
n   Small/Mid Cap Growth Fund
n   Focused Value Fund
n   Flexible Cap Growth Fund
n   Concentrated Growth Fund
n   Technology Opportunities Fund4
n   Growth Opportunities Fund
n   Rising Dividend Growth Fund
n   Dynamic U.S. Equity Fund5
n   Income Builder Fund

Tax-Advantaged Equity

n   U.S. Tax-Managed Equity Fund
n   International Tax-Managed Equity Fund
n   U.S. Equity Dividend and Premium Fund
n   International Equity Dividend and Premium Fund

Equity Insights

n   Small Cap Equity Insights Fund
n   U.S. Equity Insights Fund
n   Small Cap Growth Insights Fund
n   Large Cap Growth Insights Fund
n   Large Cap Value Insights Fund
n   Small Cap Value Insights Fund
n   International Small Cap Insights Fund
n   International Equity Insights Fund
n   Emerging Markets Equity Insights Fund

Fundamental Equity International

n   Strategic International Equity Fund
n   Focused International Equity Fund
n   International Small Cap Fund
n   Asia Equity Fund
n   Emerging Markets Equity Fund6
n   N-11 Equity Fund

Select Satellite7

n   Real Estate Securities Fund
n   International Real Estate Securities Fund
n   Global Real Estate Securities Fund
n   Commodity Strategy Fund
n   Dynamic Commodity Strategy Fund
n   Dynamic Allocation Fund
n   Absolute Return Tracker Fund
n   Long Short Fund
n   Managed Futures Strategy Fund
n   MLP Energy Infrastructure Fund
n   Multi-Manager Alternatives Fund
n   Multi-Asset Real Return Fund
n   Retirement Portfolio Completion Fund
n   Absolute Return Multi-Asset Fund

Total Portfolio Solutions7

n   Global Managed Beta Fund
n   Multi-Manager Non-Core Fixed Income Fund
n   Multi-Manager U.S. Dynamic Equity Fund
n   Multi-Manager Global Equity Fund
n   Multi-Manager International Equity Fund
n   Tactical Tilt Implementation Fund
n   Balanced Strategy Portfolio
n   Multi-Manager Real Assets Strategy Fund
n   Growth and Income Strategy Portfolio
n   Growth Strategy Portfolio
n   Equity Growth Strategy Portfolio
n   Satellite Strategies Portfolio
n   Enhanced Dividend Global Equity Portfolio
n   Tax Advantaged Global Equity Portfolio

 

1    An investment in a money market fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. Although the Funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Funds.
2    Effective on September 30, 2015, the Goldman Sachs Financial Square Federal Fund was renamed the Goldman Sachs Financial Square Treasury Solutions Fund.
3    Effective on December 18, 2014, the Goldman Sachs Municipal Income Fund was renamed the Goldman Sachs Dynamic Municipal Income Fund.
4    Effective on July 31, 2015, the Goldman Sachs Technology Tollkeeper Fund was renamed the Goldman Sachs Technology Opportunities Fund.
5    Effective on April 30, 2015, the Goldman Sachs U.S. Equity Fund was renamed the Goldman Sachs Dynamic U.S. Equity Fund.
6    Effective at the close of business on October 23, 2015, the Goldman Sachs BRIC Fund (Brazil, Russia, India, China) was reorganized with and into the Goldman Sachs Emerging Markets Equity Fund.
7    Individual Funds within the Total Portfolio Solutions and Select Satellite categories will have various placement on the risk/return spectrum and may have greater or lesser risk than that indicated by the placement of the general Total Portfolio Solutions or Select Satellite category.

Financial Square FundsSM is a registered service mark of Goldman, Sachs & Co.

*   This list covers open-end funds only. Please visit our website at www.GSAMFUNDS.com to learn about our closed-end funds and exchange-traded funds.


TRUSTEES

Ashok N. Bakhru, Chairman

Kathryn A. Cassidy

John P. Coblentz, Jr.

Diana M. Daniels

Joseph P. LoRusso

Herbert J. Markley

James A. McNamara

Jessica Palmer

Alan A. Shuch

Richard P. Strubel

Roy W. Templin

Gregory G. Weaver

 

OFFICERS

James A. McNamara, President

Scott M. McHugh, Principal Financial Officer and Treasurer

Caroline L. Kraus, Secretary

GOLDMAN, SACHS & CO.

Distributor and Transfer Agent

  GOLDMAN SACHS ASSET MANAGEMENT, INTERNATIONAL Investment Adviser

Visit our website at www.GSAMFUNDS.com to obtain the most recent month-end returns.

Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282

The reports concerning the 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 a Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-526-7384 (for Retail Shareholders) or 1-800-621-2550 (for Institutional Shareholders); and (ii) on the Securities and Exchange Commission (the “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 1-800-526-7384 (for Retail Shareholders) or 1-800-621-2550 (for Institutional Shareholders).

Holdings and allocations shown are as of October 31, 2015 and may not be representative of future investments. Fund holdings should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. Current and future holdings are subject to risk. 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.

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.

This material is not authorized for distribution to prospective investors unless preceded or accompanied by a current Prospectus or summary prospectus, if applicable. Investors should consider a Fund’s objective, risks, and charges and expenses, and read the summary prospectus, if available, and/or the Prospectus carefully before investing or sending money. The summary prospectus, if available, and the Prospectus contain this and other information about a Fund and may be obtained from your authorized dealer or from Goldman, Sachs & Co. by calling (retail – 1-800-526-7384) (institutional – 1-800-621-2550).

© 2015 Goldman Sachs. All rights reserved. 22350-TEMPL-12/2015/EMEAR-15/16K


ITEM 2. CODE OF ETHICS.

 

  (a) As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party (the “Code of Ethics”).

 

  (b) During the period covered by this report, no amendments were made to the provisions of the Code of Ethics.

 

  (c) During the period covered by this report, the registrant did not grant any waivers, including an implicit waiver, from any provision of the Code of Ethics.

 

  (d) A copy of the Code of Ethics is available as provided in Item 12(a)(1) of this report.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

 

     The registrant’s board of trustees has determined that the registrant has at least one “audit committee financial expert” (as defined in Item 3 of Form N-CSR) serving on its audit committee. Gregory G. Weaver is the “audit committee financial expert” and is “independent” (as each term is defined in Item 3 of Form N-CSR).

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Table 1 — Items 4(a) - 4(d). The accountant fees below reflect the aggregate fees billed by all of the Funds of the Goldman Sachs Trust and includes the Goldman Sachs Funds to which this certified shareholder report relates.

 

     2015    2014    Description of Services Rendered
    

 

 

      

 

 

    

 

Audit Fees:

            
• PricewaterhouseCoopers LLP
(“PwC”)
     $ 3,662,967        $ 3,539,534      Financial Statement audits.

Audit-Related Fees:

            

• PwC

     $ 138,000        $ 0      Other attest services.

Tax Fees:

            

• PwC

     $ 848,676        $ 794,850      Tax compliance services provided in connection with the preparation and review of registrant’s tax returns.

Table 2 — Items 4(b)(c) & (d). Non-Audit Services to the Goldman Sachs Trust’s service affiliates * that were pre-approved by the Audit Committee of the Goldman Sachs Trust pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X.

 

     2015    2014    Description of Services Rendered
    

 

 

      

 

 

    

 

Audit-Related Fees:

            

• PwC

     $ 1,653,616        $ 1,486,420      Internal control review performed in accordance with Statement on Standards for Attestation Engagements No. 16 and semi annual updates relating to withholding tax accrual for non-US jurisdictions. These fees are borne by the Funds’ Adviser.

 

 

* These include the advisor (excluding sub-advisors) and any entity controlling, controlled by or under common control with the advisor that provides ongoing services to the registrant (hereinafter referred to as “service affiliates”).


Item 4(e)(1) — Audit Committee Pre-Approval Policies and Procedures

Pre-Approval of Audit and Non-Audit Services Provided to the Funds of the Goldman Sachs Trust. The Audit and Non-Audit Services Pre-Approval Policy (the “Policy”) adopted by the Audit Committee of Goldman Sachs Trust (“GST”) sets forth the procedures and the conditions pursuant to which services performed by an independent auditor for GST may be pre-approved. Services may be pre-approved specifically by the Audit Committee as a whole or, in certain circumstances, by the Audit Committee Chairman or the person designated as the Audit Committee Financial Expert. In addition, subject to specified cost limitations, certain services may be pre-approved under the provisions of the Policy. The Policy provides that the Audit Committee will consider whether the services provided by an independent auditor are consistent with the Securities and Exchange Commission’s rules on auditor independence. The Policy provides for periodic review and pre-approval by the Audit Committee of the services that may be provided by the independent auditor.

De Minimis Waiver. The pre-approval requirements of the Policy may be waived with respect to the provision of non-audit services that are permissible for an independent auditor to perform, provided (1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of revenues subject to pre-approval that was paid to the independent auditors during the fiscal year in which the services are provided; (2) such services were not recognized by GST at the time of the engagement to be non-audit services; and (3) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee to whom authority to grant such approvals has been delegated by the Audit Committee, pursuant to the pre-approval provisions of the Policy.

Pre-Approval of Non-Audit Services Provided to GST’s Investment Advisers. The Policy provides that, in addition to requiring pre-approval of audit and non-audit services provided to GST, the Audit Committee will pre-approve those non-audit services provided to GST’s investment advisers (and entities controlling, controlled by or under common control with the investment advisers that provide ongoing services to GST) where the engagement relates directly to the operations or financial reporting of GST.

Item 4(e)(2) – 0% of the audit-related fees, tax fees and other fees listed in Table 1 were approved by GST’s Audit Committee pursuant to the “de minimis” exception of Rule 2-01(c)(7)(i)(C) of Regulation S-X. In addition, 0% of the non-audit services to the GST’s service affiliates listed in Table 2 were approved by GST’s Audit Committee pursuant to the “de minimis” exception of Rule 2-01(c)(7)(i)(C) of Regulation S-X.

Item 4(f) – Not applicable.

Item 4(g) Aggregate Non-Audit Fees Disclosure

The aggregate non-audit fees billed to GST by PwC for the twelve months ended October 31, 2015 and October 31, 2014 were approximately $986,676 and $794,850 respectively. The aggregate non-audit fees billed to GST’s adviser and service affiliates by PwC for non-audit services for the twelve months ended December 31, 2014 and December 31, 2013 were approximately $10.2 million and $9.8 million respectively. The figures for these entities are not yet available for the twelve months ended December 31, 2015. With regard to the aggregate non-audit fees billed to GST’s adviser and service affiliates, the 2014 and 2013 amounts include fees for non-audit services required to be pre-approved [see Table 2] and fees for non-audit services that did not require pre-approval since they did not directly relate to GST’s operations or financial reporting.

Item 4(h) — GST’s Audit Committee has considered whether the provision of non-audit services to GST’s investment adviser and service affiliates that did not require pre-approval pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the auditors’ independence.

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

     Not applicable.

 

ITEM 6. SCHEDULE OF INVESTMENTS.

 

     Schedule of Investments is included as part of the Report to Stockholders filed under Item 1.

 

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

     Not applicable.

 

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

 

     Not applicable.

 

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

 

     Not applicable.


ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

     There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

 

ITEM 11. CONTROLS AND PROCEDURES.

 

  (a) The registrant’s principal executive and principal financial officers, or persons performing similar functions have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934, as amended.

 

  (b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s most recent fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

ITEM 12. EXHIBITS.

 

(a)(1)      Goldman Sachs Trust’s Code of Ethics for Principal Executive and Senior Financial Officers is incorporated by reference to Exhibit 12(a)(1) of the registrant’s Form N-CSR filed on July 8, 2015 for its International Equity Insights Funds.
(a)(2)    Exhibit 99.CERT    Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.
(b)    Exhibit 99.906CERT                        Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    Goldman Sachs Trust
By:   /s/ James A. McNamara
 

 

 

 

James A. McNamara

  President/Chief Executive Officer
  Goldman Sachs Trust
Date:     January 7, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:   /s/ James A. McNamara
 

 

 

 

James A. McNamara

  President/Chief Executive Officer
  Goldman Sachs Trust
Date:     January 7, 2016
By:   /s/ Scott McHugh
 

 

 

 

Scott McHugh

  Principal Financial Officer
  Goldman Sachs Trust
Date:     January 7, 2016