At April 30, 2013, the Joint Repurchase Agreement Account II was fully
collateralized by:
GOLDMAN SACHS RETIREMENT PORTFOLIO COMPLETION FUND
Statement of Assets and Liabilities
April 30, 2013 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
Investments of unaffiliated issuers, at value (cost $2,230,217)
|
|
$
|
2,240,642
|
|
|
|
Investments of affiliated issuers, at value (cost $613,312)
|
|
|
627,193
|
|
|
|
Cash
|
|
|
10,441
|
|
|
|
Foreign currencies, at value (cost $375)
|
|
|
377
|
|
|
|
Receivables:
|
|
|
|
|
|
|
Collateral on certain derivative contracts
(a)
|
|
|
149,359
|
|
|
|
Reimbursement from investment adviser
|
|
|
63,427
|
|
|
|
Variation margin on certain derivative contracts
|
|
|
3,804
|
|
|
|
Dividends and interest
|
|
|
2,224
|
|
|
|
Deferred offering costs
|
|
|
147,331
|
|
|
|
Other assets
|
|
|
349
|
|
|
|
Total assets
|
|
|
3,245,147
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
Payables:
|
|
|
|
|
|
|
Investments purchased
|
|
|
1,136
|
|
|
|
Amounts owed to affiliates
|
|
|
709
|
|
|
|
Accrued expenses
|
|
|
88,616
|
|
|
|
Total liabilities
|
|
|
90,461
|
|
|
|
|
|
|
|
|
|
|
Net Assets:
|
|
|
|
|
|
|
Paid-in capital
|
|
|
3,059,234
|
|
|
|
Distributions in excess of net investment income
|
|
|
(1,011
|
)
|
|
|
Accumulated net realized gain
|
|
|
40,944
|
|
|
|
Net unrealized gain
|
|
|
55,519
|
|
|
|
NET ASSETS
|
|
$
|
3,154,686
|
|
|
|
Net Assets:
|
|
|
|
|
|
|
Class A
|
|
$
|
18,273
|
|
|
|
Class C
|
|
|
10,260
|
|
|
|
Institutional
|
|
|
3,105,543
|
|
|
|
Class IR
|
|
|
10,320
|
|
|
|
Class R
|
|
|
10,290
|
|
|
|
Total Net Assets
|
|
$
|
3,154,686
|
|
|
|
Shares Outstanding $0.001 par value (unlimited shares authorized):
|
|
|
|
|
|
|
Class A
|
|
|
1,773
|
|
|
|
Class C
|
|
|
1,000
|
|
|
|
Institutional
|
|
|
301,074
|
|
|
|
Class IR
|
|
|
1,001
|
|
|
|
Class R
|
|
|
1,000
|
|
|
|
Net asset value, offering and redemption price per share:
(b)
|
|
|
|
|
|
|
Class A
|
|
|
$10.30
|
|
|
|
Class C
|
|
|
10.26
|
|
|
|
Institutional
|
|
|
10.31
|
|
|
|
Class IR
|
|
|
10.31
|
|
|
|
Class R
|
|
|
10.29
|
|
|
(a)
|
|
Segregated for initial margin on swap transactions of $146,037.
|
|
(b)
|
|
Maximum public offering price per share for Class A Shares is $10.70. At redemption, Class C shares may be subject to a contingent deferred sales charge, assessed on the amount equal to the lesser of the current
net asset value or the original purchase price of the shares.
|
|
|
|
The accompanying notes are an integral part of these financial statements.
|
|
13
|
GOLDMAN SACHS RETIREMENT PORTFOLIO COMPLETION FUND
Statement of Operations
For the Six Months Ended April 30, 2013 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income:
|
|
|
|
|
|
|
Dividends (net of foreign withholding taxes of $149)
|
|
$
|
5,401
|
|
|
|
Interest
|
|
|
3,368
|
|
|
|
Total investment income
|
|
|
8,769
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
Amortization of offering costs
|
|
|
180,337
|
|
|
|
Printing and mailing costs
|
|
|
36,610
|
|
|
|
Professional fees
|
|
|
35,938
|
|
|
|
Custody, accounting and administrative services
|
|
|
30,893
|
|
|
|
Registration fees
|
|
|
23,741
|
|
|
|
Trustee fees
|
|
|
7,498
|
|
|
|
Management fees
|
|
|
6,835
|
|
|
|
Transfer Agent fees
(a)
|
|
|
638
|
|
|
|
Distribution and Service fees
(a)
|
|
|
92
|
|
|
|
Other
|
|
|
1,611
|
|
|
|
Total expenses
|
|
|
324,193
|
|
|
|
Less expense reductions
|
|
|
(319,077
|
)
|
|
|
Net expenses
|
|
|
5,116
|
|
|
|
NET INVESTMENT INCOME
|
|
|
3,653
|
|
|
|
|
|
|
|
|
|
|
Realized and unrealized gain (loss):
|
|
|
|
|
|
|
Capital gain distributions from Affiliated Underlying Funds
|
|
|
2,771
|
|
|
|
Net realized gain (loss) from:
|
|
|
|
|
|
|
Investments unaffiliated issuers
|
|
|
127
|
|
|
|
Investments affiliated issuers
|
|
|
(1
|
)
|
|
|
Swap contracts
|
|
|
38,069
|
|
|
|
Foreign currency transactions
|
|
|
(12
|
)
|
|
|
Net change in unrealized gain on:
|
|
|
|
|
|
|
Investments unaffiliated issuers
|
|
|
19,135
|
|
|
|
Investments affiliated issuers
|
|
|
17,785
|
|
|
|
Swap contracts
|
|
|
30,513
|
|
|
|
Foreign currency transactions
|
|
|
3
|
|
|
|
Net realized and unrealized gain
|
|
|
108,390
|
|
|
|
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
|
|
$
|
112,043
|
|
|
(a)
|
|
Class specific Distribution and Service, and Transfer Agent fees were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution and Service Fees
|
|
|
Transfer Agent Fees
|
|
Class A
|
|
Class C
|
|
|
Class R
|
|
|
Class A
|
|
|
Class C
|
|
|
Institutional
|
|
|
Class IR
|
|
|
Class R
|
|
$17
|
|
$
|
50
|
|
|
$
|
25
|
|
|
$
|
12
|
|
|
$
|
9
|
|
|
$
|
599
|
|
|
$
|
9
|
|
|
$
|
9
|
|
|
|
|
14
|
|
The accompanying notes are an integral part of these financial statements.
|
GOLDMAN SACHS RETIREMENT PORTFOLIO COMPLETION FUND
Statements of Changes in Net Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the
Six Months Ended
April 30,
2013
(Unaudited)
|
|
|
For the Period
Ended
October 31,
2012
(a)
|
|
|
|
From operations:
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
3,653
|
|
|
$
|
1,917
|
|
|
|
Net realized gain (loss)
|
|
|
40,954
|
|
|
|
(2,689
|
)
|
|
|
Net change in unrealized gain (loss)
|
|
|
67,436
|
|
|
|
(11,917
|
)
|
|
|
Net increase (decrease) in net assets resulting from operations
|
|
|
112,043
|
|
|
|
(12,689
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to shareholders:
|
|
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
|
|
|
|
|
|
|
|
Institutional Shares
|
|
|
(3,954
|
)
|
|
|
|
|
|
|
Class IR Shares
|
|
|
(10
|
)
|
|
|
|
|
|
|
Total distributions to shareholders
|
|
|
(3,964
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From share transactions:
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales of shares
|
|
|
55,434
|
|
|
|
3,000,097
|
|
|
|
Reinvestment of distributions
|
|
|
3,964
|
|
|
|
|
|
|
|
Cost of shares redeemed
|
|
|
(107
|
)
|
|
|
(92
|
)
|
|
|
Net increase in net assets resulting from share transactions
|
|
|
59,291
|
|
|
|
3,000,005
|
|
|
|
TOTAL INCREASE
|
|
|
167,370
|
|
|
|
2,987,316
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets:
|
|
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
2,987,316
|
|
|
|
|
|
|
|
End of period
|
|
$
|
3,154,686
|
|
|
$
|
2,987,316
|
|
|
|
Distributions in excess of net investment income
|
|
$
|
(1,011
|
)
|
|
$
|
(700
|
)
|
|
(a)
|
|
Commenced operations on September 28, 2012.
|
|
|
|
The accompanying notes are an integral part of these financial statements.
|
|
15
|
GOLDMAN SACHS RETIREMENT PORTFOLIO COMPLETION FUND
Financial Highlights
Selected Data for a Share Outstanding Throughout Each Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from
investment operations
|
|
|
|
|
|
|
Year - Share Class
|
|
Net asset
value,
beginning
of period
|
|
|
Net
investment
income (loss)
(a)
|
|
|
Net realized
and unrealized
gain (loss)
|
|
|
Total from
investment
operations
|
|
|
Distributions
to shareholders
from net
investment
income
|
|
|
|
FOR THE SIX MONTHS ENDED APRIL 30, (UNAUDITED)
|
|
|
|
2013 - A
|
|
$
|
9.95
|
|
|
$
|
|
(f)
|
|
$
|
0.35
|
|
|
$
|
0.35
|
|
|
$
|
|
|
|
|
2013 - C
|
|
|
9.95
|
|
|
|
(0.04
|
)
|
|
|
0.35
|
|
|
|
0.31
|
|
|
|
|
|
|
|
2013 - Institutional
|
|
|
9.96
|
|
|
|
0.01
|
|
|
|
0.35
|
|
|
|
0.36
|
|
|
|
(0.01
|
)
|
|
|
2013 - IR
|
|
|
9.96
|
|
|
|
|
(f)
|
|
|
0.36
|
|
|
|
0.36
|
|
|
|
(0.01
|
)
|
|
|
2013 - R
|
|
|
9.95
|
|
|
|
(0.02
|
)
|
|
|
0.36
|
|
|
|
0.34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR THE PERIOD ENDED OCTOBER 31,
|
|
|
|
2012 - A (Commenced September 28, 2012)
|
|
|
10.00
|
|
|
|
|
(f)
|
|
|
(0.05
|
)
|
|
|
(0.05
|
)
|
|
|
|
|
|
|
2012 - C (Commenced September 28, 2012)
|
|
|
10.00
|
|
|
|
|
(f)
|
|
|
(0.05
|
)
|
|
|
(0.05
|
)
|
|
|
|
|
|
|
2012 - Institutional (Commenced September 28, 2012)
|
|
|
10.00
|
|
|
|
0.01
|
|
|
|
(0.05
|
)
|
|
|
(0.04
|
)
|
|
|
|
|
|
|
2012 - IR (Commenced September 28, 2012)
|
|
|
10.00
|
|
|
|
0.01
|
|
|
|
(0.05
|
)
|
|
|
(0.04
|
)
|
|
|
|
|
|
|
2012 - R (Commenced September 28, 2012)
|
|
|
10.00
|
|
|
|
|
(f)
|
|
|
(0.05
|
)
|
|
|
(0.05
|
)
|
|
|
|
|
|
(a)
|
|
Calculated based on the average shares outstanding methodology.
|
|
(b)
|
|
Assumes investment at the net asset value at the beginning of the period, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the period and no
sales or redemption charges. Total returns would be reduced if a sales or redemption charge was taken into account. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
Total returns for periods less than one full year are not annualized.
|
|
(d)
|
|
Expense ratios exclude the expenses of the Underlying Funds in which the Portfolio invests.
|
|
(e)
|
|
The Funds 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 Funds portfolio turnover rate may be higher.
|
|
(f)
|
|
Amount is less than $0.005 per share.
|
|
|
|
16
|
|
The accompanying notes are an integral part of these financial statements.
|
GOLDMAN SACHS RETIREMENT PORTFOLIO COMPLETION FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, end
of period
|
|
|
|
|
Total
return
(b)
|
|
|
|
|
Net assets,
end of
period
(in 000s)
|
|
|
|
|
Ratio of
net expenses
to average
net assets
(c)(d)
|
|
|
|
|
Ratio of
total expenses
to average
net assets
(c)(d)
|
|
|
|
|
Ratio of
net investment
income (loss)
to average
net assets
(c)
|
|
|
|
|
Portfolio
turnover
rate
(e)
|
|
|
|
|
|
$
|
10.30
|
|
|
|
|
|
3.55
|
%
|
|
|
|
$
|
18
|
|
|
|
|
|
0.72
|
%
|
|
|
|
|
15.97
|
%
|
|
|
|
|
(0.04
|
)%
|
|
|
|
|
2
|
%
|
|
|
|
10.26
|
|
|
|
|
|
3.12
|
|
|
|
|
|
10
|
|
|
|
|
|
1.47
|
|
|
|
|
|
16.53
|
|
|
|
|
|
(0.89
|
)
|
|
|
|
|
2
|
|
|
|
|
10.31
|
|
|
|
|
|
3.65
|
|
|
|
|
|
3,106
|
|
|
|
|
|
0.33
|
|
|
|
|
|
15.34
|
|
|
|
|
|
0.25
|
|
|
|
|
|
2
|
|
|
|
|
10.31
|
|
|
|
|
|
3.61
|
|
|
|
|
|
10
|
|
|
|
|
|
0.47
|
|
|
|
|
|
15.51
|
|
|
|
|
|
0.09
|
|
|
|
|
|
2
|
|
|
|
|
10.29
|
|
|
|
|
|
3.42
|
|
|
|
|
|
10
|
|
|
|
|
|
0.97
|
|
|
|
|
|
16.02
|
|
|
|
|
|
(0.39
|
)
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.95
|
|
|
|
|
|
(0.50
|
)
|
|
|
|
|
10
|
|
|
|
|
|
0.73
|
|
|
|
|
|
22.73
|
|
|
|
|
|
0.37
|
|
|
|
|
|
1
|
|
|
|
|
9.95
|
|
|
|
|
|
(0.50
|
)
|
|
|
|
|
10
|
|
|
|
|
|
1.47
|
|
|
|
|
|
23.46
|
|
|
|
|
|
(0.37
|
)
|
|
|
|
|
1
|
|
|
|
|
9.96
|
|
|
|
|
|
(0.40
|
)
|
|
|
|
|
2,948
|
|
|
|
|
|
0.34
|
|
|
|
|
|
22.33
|
|
|
|
|
|
0.77
|
|
|
|
|
|
1
|
|
|
|
|
9.96
|
|
|
|
|
|
(0.40
|
)
|
|
|
|
|
10
|
|
|
|
|
|
0.52
|
|
|
|
|
|
22.49
|
|
|
|
|
|
0.60
|
|
|
|
|
|
1
|
|
|
|
|
9.95
|
|
|
|
|
|
(0.50
|
)
|
|
|
|
|
10
|
|
|
|
|
|
0.99
|
|
|
|
|
|
22.98
|
|
|
|
|
|
0.12
|
|
|
|
|
|
1
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
|
|
17
|
GOLDMAN SACHS RETIREMENT PORTFOLIO COMPLETION FUND
Notes to Financial Statements
April 30, 2013 (Unaudited)
Goldman Sachs Trust (the Trust) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the Act),
as an open-end management investment company. Goldman Sachs Retirement Portfolio Completion Fund (the Fund) is a non-diversified fund and currently offers five classes of shares: Class A, Class C, Institutional, Class IR and
Class R. The Fund commenced operations on September 28, 2012.
Class A Shares are sold with a front-end sales charge of up to
3.75%. 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.
Goldman Sachs Asset Management, L.P. (GSAM), an affiliate of Goldman, Sachs & Co. (Goldman Sachs), serves as
investment adviser to the Fund pursuant to a management agreement (the Agreement) with the Trust.
|
2. SIGNIFICANT ACCOUNTING POLICIES
|
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of
America (GAAP) and require management to make estimates and assumptions that may affect the reported amounts and disclosures. Actual results may differ from those estimates and assumptions.
A. Investment Valuation
The Funds valuation policy is to value investments at fair value.
B. Investment Income and Investments
Investment income includes interest income and dividend income, net of
any foreign withholding taxes, less any amounts reclaimable. Interest income is accrued daily and adjusted for amortization of premiums and accretion of discounts. Dividend income is recognized on ex-dividend date or, for certain foreign securities,
as soon as such information is obtained subsequent to the ex-dividend date. Investment transactions are reflected on trade date. Realized gains and losses are calculated using identified cost. Investment transactions are recorded on the following
business day for daily net asset value (NAV) calculations. Any foreign capital gains tax is accrued daily based upon net unrealized gains, and is payable upon sale of such investments. Distributions received from the Funds
investments in United States (U.S.) real estate investments trusts (REITs) may be characterized as ordinary income, net capital gain or a return of capital. A return of capital is recorded by the Fund as a reduction to the
cost basis of the REIT.
For derivative contracts, realized gains and losses are recorded upon settlement of the contract. Upfront
payments are made or received upon entering into a swap agreement and are reflected as a receivable from or payable to the counterparty in the Statement of Assets and Liabilities. Upfront payments are recognized over the contracts term/event
as realized gains or losses, with the exception of forward starting interest rate swaps whose realized gains or losses are recognized from the effective start date. For securities with paydown provisions, principal payments received are treated as a
proportionate reduction to the cost basis of the securities and excess or shortfall amounts are recorded as gains or losses. For treasury inflation protected securities (TIPS), adjustments to principal due to inflation/deflation are
reflected as increases/decreases to interest income with a corresponding adjustment to cost.
C. Class Allocations and Expenses
Investment income, realized and unrealized gain (loss), and non-class specific expenses of the Fund are allocated daily based upon the proportion of net assets of each class. Class specific expenses, where
applicable, are borne by the respective share classes and include Distribution and Service, Transfer Agent and Service fees. Non-class specific expenses directly incurred by the Fund are charged to the Fund, while such expenses incurred by the Trust
are allocated to the Fund on a straight-line and/or pro-rata basis depending upon the nature of the expenses.
D. Offering Costs
Offering costs paid in connection with the offering of shares of the Fund are being amortized on a straight-line basis over 12 months from the date of commencement of operations.
E. Federal Taxes and Distributions to Shareholders
It is the Funds policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the Code), applicable to regulated investment companies (mutual funds) and to distribute
each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, the Fund is not required to make any provisions for the payment of federal income tax. Distributions to shareholders are
recorded on the ex-dividend date. Income and capital gains distributions, if any, are declared and paid annually.
18
GOLDMAN SACHS RETIREMENT PORTFOLIO COMPLETION FUND
|
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
|
Net capital losses are carried forward to future fiscal years and may be used to the extent allowed by the Code to offset any future capital
gains. Utilization of capital loss carryforwards will reduce the requirement of future capital gains distributions.
Under the Regulated
Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable
years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital
losses that are carried forward will retain their character as either short-term or long term capital losses rather than being considered all short-term as under previous law.
The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with federal income tax
rules, which may differ from GAAP. The source of the Funds 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 Statement of Assets and Liabilities reflect permanent GAAP/tax differences based on the appropriate tax character.
F. Foreign Currency Translation
The accounting records and reporting currency of the Fund is 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 Statement of Operations within net change in unrealized gain (loss) on foreign currency transactions. Transactions denominated in foreign currencies are translated into U.S.
dollars on the date the transaction occurred, the effects of which are included within net realized gain (loss) on foreign currency transactions.
|
3. INVESTMENTS AND FAIR VALUE MEASUREMENTS
|
The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the
highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not
necessarily an indication of the risk associated with investing in these investments. The three levels of the fair value hierarchy are described below:
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or
liabilities;
Level 2 Quoted prices in markets that are not active or financial instruments for which significant inputs are
observable (including, but not limited to, quoted prices for similar investments, interest rates, foreign exchange rates, volatility and credit spreads), either directly or indirectly;
Level 3 Prices or valuations that require significant unobservable inputs (including GSAMs assumptions in determining fair value
measurement).
The Trustees have adopted Valuation Procedures that govern the valuation of the portfolio investments held by the Fund, including investments
for which market quotations are not readily available. The Trustees have delegated to GSAM day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Funds portfolio investments.
To assess the continuing appropriateness of pricing sources and methodologies, GSAM regularly performs price verification procedures and issues challenges as necessary to third party pricing vendors or brokers, and any differences are reviewed in
accordance with the Valuation Procedures.
19
GOLDMAN SACHS RETIREMENT PORTFOLIO COMPLETION FUND
Notes to Financial Statements
(continued)
April 30, 2013 (Unaudited)
|
3. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)
|
A. Level 1 and Level 2 Fair Value Investments
The valuation techniques and significant inputs used in
determining the fair values for investments classified as Level 1 and Level 2 are as follows:
Equity Securities
Equity securities and investment companies traded on a U.S. securities exchange or the NASDAQ system, or those located on certain foreign exchanges, including but not limited to the Americas, are valued
daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, equity securities and exchange traded investment companies are valued at the last bid price for long positions
and at the last ask price for short positions. Investments in investment companies (other than those that are exchange traded) are valued at the NAV on the valuation date. To the extent these investments are actively traded, they are classified as
Level 1 of the fair value hierarchy.
Unlisted equity securities for which market quotations are available are valued at the last
sale price on the valuation date, or if no sale occurs, at the last bid price. Securities traded on certain foreign securities exchanges are valued daily at fair value determined by an independent fair value service (if available) under Valuation
Procedures approved by the Trustees and consistent with applicable regulatory guidance. The independent fair value service takes into account multiple factors including, but not limited to, movements in the securities markets, certain depositary
receipts, futures contracts and foreign currency exchange rates that have occurred subsequent to the close of the foreign securities exchange. These investments are generally classified as Level 2 of the fair value hierarchy.
Debt Securities
Debt securities for which market quotations are readily available are valued daily on the basis of
quotations supplied by dealers or an independent pricing service approved by the Trustees. The pricing services may use valuation models or matrix pricing, which consider: (i) yield or price with respect to bonds that are considered comparable
in characteristics such as rating, interest rate and maturity date or (ii) quotations from securities dealers to determine current value. Short-term debt obligations that mature in sixty days or less and that do not exhibit signs of credit
deterioration are valued at amortized cost, which approximates fair value. With the exception of treasury securities, which are generally classified as Level 1, these investments are generally classified as Level 2 of the fair value hierarchy.
i. Treasury Inflation Protected Securities
TIPS are treasury securities in which
the principal amount is adjusted daily to keep pace with inflation, as measured by the U.S. Consumer Pricing Index for Urban Consumers. The repayment of the original bond principal upon maturity is guaranteed by the full faith and credit of the U.S.
Government.
Derivative Contracts
A derivative is an instrument whose value is derived from underlying assets,
indices, reference rates or a combination of these factors.
Exchange-traded derivatives, including futures contracts, typically fall
within Level 1 of the fair value hierarchy. Over-the-counter (OTC) derivatives are valued using market transactions and other market evidence, including market-based inputs to models, calibration to market-clearing transactions, broker
or dealer quotations or other alternative pricing sources. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the
availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss
severity rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC derivatives are classified within
Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence.
i. Swap Contracts
Bilateral swap contracts are agreements in which a Fund and a counterparty agree to exchange periodic payments on a specified notional amount or make a net payment upon termination. Bilateral swap transactions are
privately negotiated in the OTC market and payments are settled through direct payments between a Fund and the counterparty. By contrast, certain swap transactions are subject to mandatory central clearing. These swaps are executed through a
derivatives clearing member (DCM), acting in an agency capacity, and submitted to a central counterparty (CCP) (centrally cleared swaps), in which case all payments are settled with the CCP through the DCM. Swaps
are marked-to-market daily using pricing vendor quotations, counterparty or clearinghouse prices or model prices, and the change in value, if any, is recorded as an unrealized gain or loss. Upon entering into a swap contract, a Fund is required to
satisfy an
20
GOLDMAN SACHS RETIREMENT PORTFOLIO COMPLETION FUND
|
3. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)
|
initial margin requirement by delivering cash or securities to the counterparty (or in some cases, segregated in a triparty account on behalf of the
counterparty), which can be adjusted by any mark-to-market gains or losses pursuant to bilateral or centrally cleared arrangements. For centrally cleared swaps the daily change in valuation, if any, is recorded as a receivable or payable for
variation margin.
A
credit default swap
is an agreement that involves one party (the buyer of protection)
making a stream of payments to another party (the seller of protection) in exchange for the right to receive protection on a reference security or obligation. A Fund may use credit default swaps to provide a measure of protection against defaults of
the reference security or obligation or to take a short position with respect to the likelihood of default. A Funds investment in credit default swaps may involve greater risks than if the Fund had invested in the referenced obligation
directly. Credit events are contract specific but may include bankruptcy, failure to pay, restructuring and obligation acceleration. If a Fund buys protection through a credit default swap and no credit event occurs, its payments are limited to the
periodic payments previously made to the counterparty. Upon the occurrence of a specified credit event, a Fund, as a buyer of credit protection, is entitled to receive an amount equal to the notional amount of the swap and deliver to the seller the
defaulted reference obligation in a physically settled trade. A Fund may also receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap reduced by the recovery value of the reference obligation in
cash settled trade.
As a seller of protection, a Fund generally receives a payment stream throughout the term of the swap,
provided that there is no credit event. In addition, if a Fund sells protection through a credit default swap, the Fund could suffer a loss because the value of the referenced obligation may be less than the premium payments received. Upon the
occurrence of a specified credit event, a Fund, as a seller of credit protection, may be required to take possession of the defaulted reference obligation and pay the buyer an amount equal to the notional amount of the swap in a physically settled
trade. A Fund may also pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap reduced by the recovery value of the reference obligation in cash settled trade. Recovery values are at times established
through the credit event auction process in which market participants are ensured that a transparent price has been set for the defaulted security or obligation. In addition, a Fund is entitled to a return of any assets, which have been pledged as
collateral to the counterparty.
The maximum potential amount of future payments (undiscounted) that a Fund as seller of
protection could be required to make under a credit default swap would be an amount equal to the notional amount of the agreement. These potential amounts would be partially offset by any recovery values of the respective referenced obligations or
net amounts received from a settlement of a credit default swap for the same reference security or obligation where the Fund bought credit protection.
Short Term
Investments
Short-term investments having a maturity of 60 days or less are generally valued at amortized cost which approximates fair market value. These investments are classified as Level 2 of the
fair value hierarchy.
i. Repurchase Agreements
Repurchase agreements involve the
purchase of securities subject to the sellers agreement to repurchase the securities at a mutually agreed upon date and price. During the term of a repurchase agreement, the value of the underlying securities held as collateral on behalf of a
Fund, including accrued interest, is required to exceed the value of the repurchase agreement, including accrued interest. The underlying securities for all repurchase agreements are held at the Funds custodian or designated sub-custodians
under tri-party repurchase agreements.
Pursuant to exemptive relief granted by the Securities and Exchange
Commission and terms and conditions contained therein, the Fund together with other funds of the Trust and registered investment companies having management agreements with GSAM or its affiliates, may transfer uninvested cash into joint accounts,
the daily aggregate balance of which is invested in one or more repurchase agreements. Under these joint accounts, the Fund maintains pro-rata credit exposure to the underlying repurchase agreements counterparties. With the exception of
certain transaction fees, the Fund is not subject to any expenses in relation to these investments.
21
GOLDMAN SACHS RETIREMENT PORTFOLIO COMPLETION FUND
Notes to Financial Statements
(continued)
April 30, 2013 (Unaudited)
|
3. INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)
|
B. Level 3 Fair Value Investments
To the extent that the aforementioned significant inputs are unobservable,
or if quotations are not readily available, or if GSAM believes that such quotations do not accurately reflect fair value, the fair value of the Funds investments may be determined under Valuation Procedures approved by the Trustees. GSAM,
consistent with its procedures and applicable regulatory guidance, may make an adjustment to the most recent valuation prices of either domestic or foreign securities in light of significant events to reflect what it believes to be the fair value of
the securities at the time of determining a Funds NAV. Significant events which could affect a large number of securities in a particular market may include, but are not limited to: significant fluctuations in U.S. or foreign markets; market
dislocations; market disruptions; or unscheduled market closings. Significant events which could also affect a single issuer, may include, but are not limited to: corporate actions such as reorganizations, mergers and buy-outs; ratings downgrades;
and bankruptcies.
C. Fair Value Hierarchy
The following is a summary of the Funds
investments and derivatives classified in the fair value hierarchy as of April 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Type
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock and/or Other Equity Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
North and South America
|
|
$
|
612,224
|
|
|
$
|
3,502
|
|
|
$
|
|
|
Other
|
|
|
7,293
|
|
|
|
70,144
|
(a)
|
|
|
|
|
Fixed Income
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Obligations
|
|
|
631,566
|
|
|
|
|
|
|
|
|
|
Investment Company
|
|
|
627,193
|
|
|
|
|
|
|
|
|
|
Short-term Investments
|
|
|
615,913
|
|
|
|
300,000
|
|
|
|
|
|
Total
|
|
$
|
2,494,189
|
|
|
$
|
373,646
|
|
|
$
|
|
|
|
|
|
|
Derivative Type
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Assets
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Default Swap Contracts
|
|
$
|
|
|
|
$
|
31,251
|
|
|
$
|
|
|
(a)
|
|
To adjust for the time difference between local market close and the calculation of net asset value, the Fund utilizes fair value model prices for international equities provided by an independent fair value service
resulting in a Level 2 classification.
|
(b)
|
|
Amount shown represents unrealized gain/loss at period end.
|
For further information regarding
security characteristics, see the Schedule of Investments.
|
4. INVESTMENTS IN DERIVATIVES
|
The following table sets forth, by certain risk types, the gross value of derivative contracts as of April 30, 2013. These
instruments were used to meet the Funds investment objectives and to obtain and/or manage exposure related to the risk below. The value in the table below excludes the effects of cash collateral received or posted pursuant to these derivative
contracts, and therefore is not representative of the Funds net exposure.
|
|
|
|
|
Risk
|
|
Statement of Assets and Liabilities
|
|
Assets
|
Credit
|
|
Receivable for unrealized gain on swap contracts
|
|
$31,251
|
22
GOLDMAN SACHS RETIREMENT PORTFOLIO COMPLETION FUND
|
4. INVESTMENTS IN DERIVATIVES (continued)
|
The following table sets forth, by certain risk types, the Funds gains (losses) related to these derivatives and their indicative volumes
for the six months ended April 30, 2013. These gains (losses) should be considered in the context that these derivative contracts may have been executed to economically hedge certain investments, and accordingly, certain gains (losses) on such
derivative contracts may offset certain (losses) gains attributable to investments. These gains (losses) are included in Net realized gain (loss) or Net change in unrealized gain (loss) on the Statement of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk
|
|
Statement of Operations Location
|
|
Net Realized
Gain (Loss)
|
|
|
Net Change in
Unrealized
Gain (Loss)
|
|
|
Average
Number of
Contracts
(a)
|
|
Credit
|
|
Net realized gain (loss) from swap contracts/Net change in unrealized gain (loss) on swap contracts
|
|
$
|
38,069
|
|
|
$
|
30,513
|
|
|
|
2
|
|
(a)
|
|
Average number of contracts is based on the average of month end balances for the period ended April 30, 2013.
|
|
5. AGREEMENTS AND AFFILIATED TRANSACTIONS
|
A. Management Agreement
Under the Agreement, GSAM manages the Fund, subject to
the general supervision of the Trustees.
As compensation for the services rendered pursuant to the Agreement, the assumption of the
expenses related thereto and administration of the Funds business affairs, including providing facilities, GSAM is entitled to a management fee, accrued daily and paid monthly, equal to an annual percentage rate of the Funds average
daily net assets.
For the six months ended April 30, 2013, contractual and effective net management fee with GSAM was at the following
rates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual Management Fee Rate
|
|
|
Effective Net
Management
Fee
Rate
*
|
|
First
$1 billion
|
|
Next
$1 billion
|
|
Next
$3 billion
|
|
Next
$3 billion
|
|
|
Over
$8 billion
|
|
|
Effective
Rate
|
|
|
0.45%
|
|
0.41%
|
|
0.38%
|
|
|
0.37%
|
|
|
|
0.36%
|
|
|
|
0.45%
|
|
|
|
0.23%
|
|
*
|
|
GSAM agreed to waive a portion of its management fee in order to achieve the effective net management fee rate shown above through at least February 28, 2014. Prior to such date GSAM may not terminate the
arrangement without the approval of the Trustees. Where the application of the above contractual management fee breakpoint schedule would result in a lower management fee rate, the breakpoint schedule will be applied to the Funds assets.
|
B. Distribution and Service Plans
The Trust, on behalf of the Fund, has adopted
Distribution and Service Plans (the Plans). Under the Plans, Goldman Sachs, which serves as distributor (the Distributor), is entitled to a fee accrued daily and paid monthly, for distribution services and personal and
account maintenance services, which may then be paid by Goldman Sachs to authorized dealers, at the following annual rates calculated on the Funds average daily net assets of each respective share class:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution and Service Plan Rates
|
|
|
|
Class A
*
|
|
|
Class C
|
|
|
Class R
*
|
|
Distribution Plan
|
|
|
0.25
|
%
|
|
|
0.75
|
%
|
|
|
0.50
|
%
|
Service Plan
|
|
|
|
|
|
|
0.25
|
|
|
|
|
|
*
|
|
With respect to Class A and Class R Shares, the Distributor, at its discretion may use compensation for distribution services paid under the Distribution Plan to compensate service organizations for personal and
account maintenance services and expenses as long as such total compensation does not exceed the maximum cap on service fees imposed by the Financial Industry Regulatory Authority.
|
23
GOLDMAN SACHS RETIREMENT PORTFOLIO COMPLETION FUND
Notes to Financial Statements
(continued)
April 30, 2013 (Unaudited)
|
5. AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)
|
C. Distribution Agreement
Goldman Sachs, as Distributor of the shares of the Fund pursuant to a Distribution
Agreement, may retain a portion of the Class A front end sales charge and Class C Shares CDSC. During the six months ended April 30, 2013, Goldman Sachs did not retain any portion of the sales charges nor CDSC for this fund.
D. Transfer Agency Agreement
Goldman Sachs also serves as the transfer agent of the Fund for a fee
pursuant to Transfer Agency Agreement. The fees charged for such transfer agency services are accrued daily and paid monthly at annual rates as follows: 0.19% of the average daily net assets of Class A, Class C, Class IR and Class R Shares and
0.04% of the average daily net assets of Institutional Shares.
E. Other Expense Agreements and Affiliated Transactions
GSAM has agreed to limit certain Other Expense of the Fund (excluding transfer agent fees and expenses, service fees and shareholder administration fees (as applicable), taxes, interest, brokerage
fees, litigation, indemnification, shareholder meeting and other extraordinary expenses) to the extent such expenses exceed, on an annual basis, a percentage rate of the average daily net assets of the Fund. Such Other Expense reimbursements, if
any, are accrued daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any. The Other Expense limitations as an annual percentage rate of average daily net assets for the
Fund are 0.064%. These Other Expense reimbursements will remain in place through at least February 28, 2014, and prior to such date GSAM may not terminate the arrangements without the approval of the Trustees. In addition, the Fund has entered into
certain offset arrangements with the custodian and the transfer agent, which may result in a reduction of the Funds expenses and is received irrespective of the application of the Other Expense limitations described above.
For the six months ended April 30, 2013, these expense reductions, including any fee waivers and Other Expense reimbursements,
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management
Fee Waivers
|
|
Custody Fee
Credits
|
|
Other Expense
Reimbursements
|
|
|
Total Expense
Reductions
|
|
|
|
$3,335
|
|
$87
|
|
$
|
315,655
|
|
|
$
|
319,077
|
|
As of April 30, 2013, the amounts owed to affiliates of the Fund were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management
Fee
|
|
Distribution
And Service
Fees
|
|
Transfer
Agent
Fees
|
|
|
Total
|
|
|
|
$585
|
|
$16
|
|
$
|
108
|
|
|
$
|
709
|
|
F. Other Transactions with Affiliates
For the six months ended April 30,
2013, Goldman Sachs did not earn any brokerage commissions from portfolio transactions, including future transactions executed with Goldman Sachs as Futures Commission Merchant, on behalf of the Fund.
As of April 30, 2013, Goldman Sachs Group, Inc. (GSG) was the beneficial owner of 5% or more of outstanding Shares of the
following Classes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
Class C
|
|
|
Institutional
|
|
|
Class IR
|
|
|
Class R
|
|
|
|
|
56%
|
|
|
|
100%
|
|
|
|
98%
|
|
|
|
100%
|
|
|
|
100%
|
|
The Fund invests in the Institutional
Shares of the Goldman Sachs Absolute Return Tracker Fund. This Underlying Fund is considered to be affiliated with the Fund. The table below shows the transactions and earnings from investments in this affiliated Fund for the six months ended
April 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying Fund
|
|
|
|
Market
Value
10/31/2012
|
|
|
Purchases at
Cost
|
|
|
Proceeds
from
Sales
|
|
|
Net
Realized
Gain
(Loss)
|
|
|
Net Change
in Unrealized
Gain (Loss)
|
|
|
Market
Value
4/30/2013
|
|
Absolute Return Tracker Fund
|
|
|
|
$
|
590,085
|
|
|
$
|
19,482
|
|
|
$
|
(158
|
)
|
|
$
|
(1
|
)
|
|
$
|
17,785
|
|
|
$
|
627,193
|
|
24
GOLDMAN SACHS RETIREMENT PORTFOLIO COMPLETION FUND
|
6. PORTFOLIO SECURITIES TRANSACTIONS
|
The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended April 30, 2013, were $125,825 and $37,817,
respectively. Included in these amounts are the cost of purchases and proceeds from sales and maturities of U.S. Government and agency obligations in the amount of $55,070 and $21,647, respectively.
As of the Funds most recent fiscal year end, October 31, 2012, the Funds capital loss carryforwards was as
follows:
|
|
|
|
|
Capital loss
carryforwards:
Perpetual Short-term
|
|
$
|
(8
|
)
|
As of April 30, 2013, the Funds aggregate security unrealized gains and losses based on cost for U.S.
federal income tax purposes was as follows:
|
|
|
|
|
Tax Cost
|
|
$
|
2,845,094
|
|
Gross unrealized gain
|
|
|
52,680
|
|
Gross unrealized loss
|
|
|
(29,939
|
)
|
Net unrealized security gain
|
|
$
|
22,741
|
|
The difference between GAAP-basis and tax-basis unrealized gains (losses) is attributable primarily to
differences in the tax treatment of swap transactions and passive foreign investment company investments.
GSAM has reviewed the Funds
tax positions for all open tax years (the current year, 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.
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 foreign currency with foreign
banks, agents, and securities depositories appointed by the Funds custodian (each a Foreign Custodian). In some countries, Foreign Custodians may be subject to little or no regulatory oversight or independent evaluation of their
operations. Further, the laws of certain countries may place limitations on a Funds ability to recover its assets if a Foreign Custodian enters into bankruptcy. Investments in emerging markets may be subject to greater custody risks than
investments in more developed markets. Custody services in emerging market countries are often undeveloped and may be less regulated than in more developed countries, and thus may not afford the same level of investor protection as would apply in
developed countries.
Shareholder Concentration Risk
Certain funds, accounts, individuals or Goldman Sachs
affiliates may from time to time own (beneficially or of record) or control a significant percentage of the Funds shares. Redemptions by these entities of their holdings in the Fund may impact the Funds liquidity and NAV. These
redemptions may also force the Fund to sell securities.
Investments in Other Investment Companies
As a
shareholder of another investment company, including an exchange traded fund (ETF), a Fund will directly bear its proportionate share of any management fees and other expenses paid by such other investment companies, in addition to the
fees and expenses regularly borne by the Fund. ETFs are subject to risks that do not apply to conventional mutual funds, including but not limited to the following: (i) the market price of the ETFs shares may trade at a premium or a discount
to their NAV; and (ii) an active trading market for an ETFs shares may not develop or be maintained.
25
GOLDMAN SACHS RETIREMENT PORTFOLIO COMPLETION FUND
Notes to Financial Statements
(continued)
April 30, 2013 (Unaudited)
|
8. OTHER RISKS (continued)
|
Liquidity Risk
The Fund may make investments that are illiquid or that may become less liquid in response to market
developments or adverse investor perceptions. Illiquid investments may be more difficult to value. Liquidity risk may also refer to the risk that a Fund will not be able to pay redemption proceeds within the allowable time period because of unusual
market conditions, an unusually high volume of redemption requests, or other reasons. To meet redemption requests, a Fund may be forced to sell investments at an unfavorable time and/or under unfavorable conditions.
Market and Credit Risks
In the normal course of business, the Fund trades financial instruments and enters into financial
transactions where risk of potential loss exists due to changes in the market (market risk). Additionally, the Fund may also be exposed to credit risk in the event that an issuer fails to perform or that an institution or entity with which the Fund
has unsettled or open transactions defaults.
Investing in foreign markets may involve special risks and considerations not typically
associated with investing in the U.S. These risks include revaluation of currencies, high rates of inflation, repatriation restrictions on income and capital, and adverse political and economic developments. Moreover, securities issued in these
markets may be less liquid, be subject to government ownership controls, have delayed settlements and their prices may be more volatile than those of comparable securities in the U.S.
Non-Diversification Risk
The Fund is non-diversified, meaning that 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.
Under the Trusts organizational documents, its Trustees, officers, employees and agents are indemnified, to the extent
permitted by the Act and State law, against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the course of business, the Fund enters into contracts that contain a variety of indemnification clauses.
The Funds maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, GSAM believes the risk of loss under these arrangements to be remote.
New Accounting Pronouncement
In December 2011, the Financial Accounting Standards Board
issued an Accounting Standards Update No. 2011-11: Disclosures about Offsetting Assets and Liabilities (ASU) to enhance disclosures about financial instruments and derivative instruments that are subject to offsetting
(netting) on the Statement of Assets and Liabilities. This information will enable users of the Funds financial statements to evaluate the effect or potential effect of netting arrangements on the Funds financial position.
The ASU is effective for financial statements with fiscal years beginning on or after January 1, 2013, and interim periods within those fiscal years. At this time, GSAM is evaluating the implications of these changes on the financial
statements.
Subsequent events after the Statement of Assets and Liabilities date have been evaluated through the date the financial
statements were issued. Other than the item discussed below, GSAM has concluded that there is no impact requiring adjustment or disclosure in the financial statements.
Line of Credit Facility
Effective May 8, 2013, the Fund began participating in a $780,000,000 committed, unsecured
revolving line of credit facility (the facility) together with other funds of the Trust and registered investment companies having management agreements with GSAM or its affiliates (Other Borrowers). Pursuant to the terms of
the facility, the Fund and Other Borrowers could increase the credit amount by an additional $340,000,000, for a total of up to $1,120,000,000. This facility is to be used solely for temporary or emergency purposes, which may include the funding of
redemptions. The interest rate on borrowings is based on the federal funds rate.
26
GOLDMAN SACHS RETIREMENT PORTFOLIO COMPLETION FUND
|
12. SUMMARY OF SHARE TRANSACTIONS
|
Share activity is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended
April 30, 2013
(Unaudited)
|
|
|
For the Period Ended
October 31, 2012
(a)
|
|
|
|
Shares
|
|
|
Dollars
|
|
|
Shares
|
|
|
Dollars
|
|
|
|
|
|
|
Class A Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold
|
|
|
784
|
|
|
$
|
7,984
|
|
|
|
1,000
|
|
|
$
|
10,000
|
|
Shares redeemed
|
|
|
(11
|
)
|
|
|
(107
|
)
|
|
|
|
|
|
|
|
|
|
|
|
773
|
|
|
|
7,877
|
|
|
|
1,000
|
|
|
|
10,000
|
|
Class C Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
|
10,000
|
|
Institutional Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold
|
|
|
4,681
|
|
|
|
47,450
|
|
|
|
296,001
|
|
|
|
2,960,015
|
|
Reinvestment of distributions
|
|
|
393
|
|
|
|
3,954
|
|
|
|
|
|
|
|
|
|
Shares redeemed
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
(10
|
)
|
|
|
|
5,074
|
|
|
|
51,404
|
|
|
|
296,000
|
|
|
|
2,960,005
|
|
Class IR Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
|
10,000
|
|
Reinvestment of distributions
|
|
|
1
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
10
|
|
|
|
1,000
|
|
|
|
10,000
|
|
Class R Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000
|
|
|
|
10,000
|
|
NET INCREASE
|
|
|
5,848
|
|
|
$
|
59,291
|
|
|
|
300,000
|
|
|
$
|
3,000,005
|
|
(a) Commenced operations on
September 28, 2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
GOLDMAN SACHS RETIREMENT PORTFOLIO COMPLETION FUND
|
Fund Expenses Six Month Period Ended April 30, 2013 (Unaudited)
|
As a shareholder of Class A, Class C, Institutional, Class IR or Class R
Shares of the Fund, you incur two types of costs: (1) transaction costs, including sales charges on purchase payments (with respect to Class A Shares), contingent deferred sales charges on redemptions (with respect to Class C Shares), and
(2) ongoing costs, including management fees; distribution and service (12b-1) fees (with respect to Class A, Class C and Class R Shares); and other Fund expenses. This Example is intended to help you understand your ongoing costs (in
dollars) of investing in Class A, Class C, Institutional, Class IR or Class R Shares of the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire
period from November 1, 2012 through April 30, 2013.
Actual Expenses
The first
line under each share class in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the
period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled Expenses Paid to estimate the
expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line under each share class in the table below provides information about hypothetical account values and hypothetical expenses based on the Funds actual net expense ratios 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 Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not
reflect any transactional costs, such as sales charges, redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning
different funds. In addition, if these transactional costs were included, your costs would have been higher.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Portfolio Completion Fund
|
|
Share Class
|
|
Beginning
Account
Value
11/1/12
|
|
|
Ending
Account
Value
4/30/13
|
|
|
Expenses
Paid for the
6 months
ended
4/30/13
*
|
|
Class A
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual
|
|
$
|
1,000.00
|
|
|
$
|
1,035.50
|
|
|
$
|
3.63
|
|
Hypothetical 5%
return
|
|
|
1,000.00
|
|
|
|
1,021.22
|
+
|
|
|
3.61
|
|
Class C
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual
|
|
|
1,000.00
|
|
|
|
1,031.20
|
|
|
|
7.40
|
|
Hypothetical 5%
return
|
|
|
1,000.00
|
|
|
|
1,017.50
|
+
|
|
|
7.35
|
|
Institutional
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual
|
|
|
1,000.00
|
|
|
|
1,036.50
|
|
|
|
1.67
|
|
Hypothetical 5%
return
|
|
|
1,000.00
|
|
|
|
1,023.16
|
+
|
|
|
1.66
|
|
Class IR
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual
|
|
|
1,000.00
|
|
|
|
1,034.20
|
|
|
|
4.89
|
|
Hypothetical 5%
return
|
|
|
1,000.00
|
|
|
|
1,019.98
|
+
|
|
|
4.86
|
|
Class R
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual
|
|
|
1,000.00
|
|
|
|
1,036.10
|
|
|
|
2.37
|
|
Hypothetical 5%
return
|
|
|
1,000.00
|
|
|
|
1,022.46
|
+
|
|
|
2.36
|
|
|
*
|
|
Expenses for each share class are calculated using the Funds annualized net expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the period ended April 30,
2013. Expenses are calculated by multiplying the annualized net expense ratio by the average account value for the period; then multiplying the result by the number of days in the most recent fiscal half year; and then dividing that result by the
number of days in the fiscal year. The annualized net expense ratios for the period were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Class A
|
|
|
Class C
|
|
|
Institutional
|
|
|
Class IR
|
|
|
Class R
|
|
Retirement Portfolio Completion
|
|
|
0.72
|
%
|
|
|
1.47
|
%
|
|
|
0.33
|
%
|
|
|
0.47
|
%
|
|
|
0.97
|
%
|
|
+
|
|
Hypothetical expenses are based on the Funds actual annualized net expense ratios and an assumed rate of return of 5% per year before expenses.
|
|
28
FUNDS PROFILE
Goldman Sachs Funds
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 $748.1 billion in assets
under management as of March 31, 2013, 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. GSAMs assets under management includes assets managed by Goldman Sachs Asset Management, L.P. and its Investment Advisory Affiliates.
|
OVERVIEW OF GOLDMAN SACHS FUNDS
|
Money Market
1
Financial Square
Funds
SM
n
|
|
Financial Square Tax-Exempt Funds
|
n
|
|
Financial Square Federal Fund
|
n
|
|
Financial Square Government Fund
|
n
|
|
Financial Square Money Market Fund
|
n
|
|
Financial Square Prime Obligations Fund
|
n
|
|
Financial Square Treasury Instruments Fund
|
n
|
|
Financial Square Treasury Obligations Fund
|
Fixed Income
Short Duration and Government
n
|
|
High Quality Floating Rate Fund
2
|
n
|
|
Short Duration Government Fund
|
n
|
|
Short Duration Income Fund
|
n
|
|
Inflation Protected Securities Fund
|
Multi-Sector
n
|
|
Core Plus Fixed Income Fund
|
Municipal and Tax-Free
n
|
|
High Yield Municipal Fund
|
n
|
|
Short Duration Tax-Free Fund
|
Single Sector
n
|
|
Investment Grade Credit Fund
|
n
|
|
High Yield Floating Rate Fund
|
n
|
|
Emerging Markets Debt Fund
|
n
|
|
Local Emerging Markets Debt Fund
|
Corporate Credit
Fundamental Equity
n
|
|
Small/Mid Cap Growth Fund
|
n
|
|
Flexible Cap Growth Fund
|
n
|
|
Concentrated Growth Fund
|
n
|
|
Technology Tollkeeper Fund
|
n
|
|
Growth Opportunities Fund
|
n
|
|
Rising Dividend Growth Fund
|
Structured Equity
n
|
|
Structured Tax-Managed Equity Fund
|
n
|
|
Structured International Tax-Managed Equity Fund
|
n
|
|
U.S. Equity Dividend and Premium Fund
|
n
|
|
International Equity Dividend and Premium Fund
|
Equity Insights
4
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
|
|
Concentrated International Equity Fund
|
n
|
|
International Small Cap Fund
|
n
|
|
Emerging Markets Equity Fund
|
n
|
|
BRIC Fund (Brazil, Russia, India, China)
|
Select Satellite
5
n
|
|
Real Estate Securities Fund
|
n
|
|
International Real Estate Securities Fund
|
n
|
|
Commodity Strategy Fund
|
n
|
|
Dynamic Allocation Fund
|
n
|
|
Absolute Return Tracker Fund
|
n
|
|
Managed Futures Strategy Fund
|
n
|
|
MLP Energy Infrastructure Fund
|
n
|
|
Multi-Manager Alternatives Fund
|
n
|
|
Retirement Portfolio Completion Fund
|
n
|
|
Income Strategies Portfolio
|
Total Portfolio Solutions
5
n
|
|
Balanced Strategy Portfolio
|
n
|
|
Growth and Income Strategy Portfolio
|
n
|
|
Growth Strategy Portfolio
|
n
|
|
Equity Growth Strategy Portfolio
|
n
|
|
Satellite Strategies Portfolio
|
n
|
|
Enhanced Dividend Global Equity Portfolio
|
n
|
|
Tax Advantaged Global Equity Portfolio
|
1
|
|
An investment in a money market fund is neither insured nor guaranteed by the Federal Deposit Insurance
Corporation (FDIC) or any other government agency. Although the Funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Funds.
|
2
|
|
Effective at the close of business on July 27, 2012, the Goldman Sachs Ultra-Short Duration Government Fund was renamed the Goldman Sachs High Quality
Floating Rate Fund.
|
3
|
|
Effective at the close of business on June 29, 2012, the Goldman Sachs Balanced Fund was renamed the Goldman Sachs Income Builder Fund.
|
4
|
|
Effective at the close of business May 3, 2013, the Goldman Sachs Structured Large Cap Growth, Structured Large Cap Value, Structured Small Cap Equity,
Structured Small Cap Growth, Structured Small Cap Value, Structured U.S. Equity, Structured Emerging Markets Equity, Structured International Equity and Structured International Small Cap Funds were renamed the Goldman Sachs Large Cap Growth
Insights, Large Cap Value Insights, Small Cap Equity Insights, Small Cap Growth Insights, Small Cap Value Insights, U.S. Equity Insights, Emerging Markets Equity Insights, International Equity Insights and International Small Cap Insights Funds
respectively.
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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.
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Financial
Square Funds
SM
is a registered service mark of Goldman, Sachs & Co.