| 5) | that (i) GSAM will
that GSAM has agreed to bear a portion of the costs associated with the board realignment and consolidation, including up to $150,000 in legal expenses and up to $500,000 in all other costs, and (ii) to the extent the costs associated with the board realignment and consolidation (up to $2,100,000). Each Fund will be allocated its respective share of the remaining costs associated with the board realignment and consolidation, with fixed costs allocated to the Funds equally and certain variable costs (e.g., costs of printing and mailing) allocated to the Funds on a pro rata basis based on the number of shareholders of each Fund. In addition, for Funds subject to an expense reimbursement arrangement, GSAM will reimburse the costs associated with the board
| realignment and consolidation to be borne by a Fundthe extent needed to ensure that no Fund’s allocated costs would increase such Fund’s total expense ratio by more than 0.004%, GSAM. In no event will reimburse such Fund in an amount equal to the portion ofallocated costs associated with the board realignment and consolidation increase in thea Fund’s total expense ratio that is aboveby more than 0.004%; |
that a single, consolidated Board would facilitate succession planning efforts of the Boards and alleviate the costs of identifying and onboarding new Board members in the future, who may have potentially less experience overseeing funds, including those managed by GSAM; and that a single governance platform would reduce the costs and complexity of potential Fund conversions and reorganizations within the Goldman Sachs registered fund complex overseen by the Boards. Q. | As a shareholder of one or more of the Funds within the GS Trust and GS VIT, why am I being asked to elect three incumbent Nominees as Trustees? |
| 6)A. | thatWhile a Board can ordinarily appoint new Trustees without a shareholder vote, the recent retirementBoard cannot do so if, after such appointment, fewer than two-thirds of a Trustee of the GSETF Trust,Trustees would have been elected by shareholders. By electing the MLP Fund and the Real Estate Fund, along with the desire of the Boardthree incumbent Nominees of the GS Trust II to add a new Trustee,and GS VIT that were not previously elected by shareholders, the applicable Boards would have requiredadditional flexibility in the future to appoint a limited number of additional new Trustees, if necessary, without incurring the costs of holding one or more expensive shareholder meetings. Accordingly, the Boards of the GS Trust and GS VIT believe this is an appropriate time for the incumbent Trustees that were previously appointed (rather than elected) to identify and nominate Board membersstand for election, resulting in associated costs and expenses of that nomination and election process and the need to onboard new Board members with potentially less experience overseeing funds, including those managed by GSAM.election.
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The factors considered by the Boards in approving the Proposal are described further in the section entitled “Summary of the Reasons for the Board Alignment and Consolidation.”
Voting Q. | Who is asking for my vote? |
A. | Your vote is being solicited by and on behalf of the Board of your Fund for use atwith respect to the special joint meeting of shareholders of the Funds to be held on December 3, 2021November 16, 2023 (with any postponements or adjournments, the “Meeting”). As a shareholder of record of any of the Funds as of the close of business on the Record Date, you are entitled to notice of, and to vote at, the Meeting, even if you no longer own Fund shares. Accordingly, the other shareholders of record of any of the Funds as of the close of business on the Record Date are being sent these proxy materials. |
Q. | How does the Board of my Fund recommend that I vote? |
A. | After careful consideration, the Board of your Fund unanimously recommends that shareholders vote “FOR” the Proposal (the election of each applicable Nominee). Please see the section entitled “Summary of the Reasons for the Board Alignment and Consolidation” with respect to the Proposal for a discussion of your Board’s considerations in making such recommendation. |
Q. | Why am I receiving information about Funds I do not own? |
A. | The Proposal is similar for each of the Funds, and the Boards have concluded that it is cost-effective to hold the Meeting concurrently for all of the Funds. |
Q. | What vote is required to approve the Proposal? |
A. | Each shareholder is entitled to one vote for each share held and a fractional vote proportionate to fractional shares held as of the Record Date. |
For each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II GSETF Trust and the Real Estate Fund,GS VIT, the presence in person or by proxy of shareholders owning shares representing one-third (1/3) or more of the total combined shares entitled to vote at the Meeting shall constitute a quorum at the Meeting. For the MLP Fund, the presence in person or by proxy of shareholders owning shares representing a majority or more of the total combined shares entitled to vote at the Meeting shall constitute a quorum at the Meeting. For each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II GSETF Trust and the Real Estate Fund,GS VIT, when a quorum is present, an affirmative vote by a plurality of the shares voted shall elect a Nominee as Trustee. For the MLP Fund, when a quorum is present, an affirmative vote by a majority of the shares voted shall elect a Nominee as Trustee.
For each of the GSETF Trust, GSETF Trust II, GS Trust, GS Trust II and GSETF Trust,GS VIT, the Proposal applies on a trust-wide basis, and all series (i.e., the respective Funds) and classes thereof will vote together on the Proposal. However, the vote on the Proposal or the election of a Nominee by the shareholders of each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II the GSETF Trust, the MLP Fund or the Real Estate Fundand GS VIT will not affect the Proposal or the election of a Nominee with respect to the other Trusts or Funds. Q. | Will my vote make a difference? |
A. | Yes! Your vote is needed to ensure that the Proposal can be acted upon, and your vote can make a difference in the governance of the Fund(s) that you own. We encourage all shareholders to participate in the governance of their Fund(s). Additionally, your immediate response on the enclosed proxycard or voting instruction form, on the Internet or over the phone will help save the costs of any further solicitations. |
Q. | If I am a small investor, why should I bother to vote? |
A. | You should vote because every vote is important. If numerous shareholders just like you do not vote, the Funds may not receive enough votes to go forward with the Meeting. If this happens, the Funds will need to solicit votes again. This may delay the Meeting and the approval of the Proposal and generate unnecessary costs. |
Q. | How do I place my vote? |
A. | Shareholders can vote in any one of four ways: |
By mailing the enclosed proxy card or voting instruction form after signing and dating; Over the Internet by going to the website indicated on your proxy card;card or voting instruction form; By telephone, with a toll free call to the number on your proxy card;card or voting instruction form; or By attending the virtual Meeting and voting during the webcast. We encourage you to vote over the Internet by going to the website provided on your enclosed proxy card or voting instruction form, or by telephone by calling the toll-free number on your enclosed proxy card or voting instruction form, in each case using the voting control number that appears on your proxy card.card or voting instruction form. These voting methods will save money. However, whichever method you choose, please take the time to read the Joint Proxy Statement before you vote. Q. | I plan to vote by mail. How should I sign my proxy card?card or voting instruction form? |
A. | Please see the instructions at the end of the Notice, of Special Meeting, which is enclosed. |
Q. | I plan to vote over the Internet. How does Internet voting work? |
A. | To vote over the Internet, please log on to the website indicated on your proxy card or voting instruction form and follow the instructions provided on the voting website. |
Q. | I plan to vote by telephone. How does telephone voting work? |
A. | To vote by telephone, please call toll free the number on your proxy card or voting instruction form from within the United States and follow the instructions provided during your call. |
Q. | Whom should I call with questions? |
A. | If you have any additional questions about the Joint Proxy Statement or the upcoming Meeting, please contact Broadridge Financial Solutions, Inc. (“Broadridge”) at 855-973-0097. |
Q: | What is the relationship between the proxy solicitor, Broadridge, Financial Solutions, Inc., and the Funds? |
A: | The Funds have retained an outside firm, Broadridge, which specializes in proxy solicitation to assist it with the proxy solicitation process, including the mailing of this Joint Proxy Statement, the collection of the proxies, and with any necessary follow-up. A proxy solicitor may contact shareholders on behalf of the Funds, but is not permitted to use personal information about shareholders for other purposes. |
THE ATTACHED JOINT PROXY STATEMENT CONTAINS MORE DETAILED INFORMATION ABOUT THE PROPOSAL. PLEASE READ IT CAREFULLY. YOUR VOTE IS IMPORTANT.
GOLDMAN SACHS ETF TRUST GOLDMAN SACHS ETF TRUST IIGOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND GOLDMAN SACHS TRUST GOLDMAN SACHS TRUST II GOLDMAN SACHS ETFVARIABLE INSURANCE TRUST GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND
200 West Street New York, New York 10282 (212) 902-1000 NOTICE OF SPECIAL JOINT MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 3, 2021NOVEMBER 16, 2023 NOTICE IS HEREBY GIVENTHAT A SPECIAL JOINT MEETING OF SHAREHOLDERS of each of the Goldman Sachs Trust II (“GS Trust II”), Goldman Sachs ETF Trust (“GSETF Trust”), Goldman Sachs MLP and Energy Renaissance Fund (the “MLP Fund”ETF Trust II (“GSETF Trust II”) and, Goldman Sachs Real Estate Diversified Income Fund (the “Real(“Real Estate Fund”), Goldman Sachs Trust (“GS Trust”), Goldman Sachs Trust II (“GS Trust II”) and Goldman Sachs Variable Insurance Trust (“GS VIT”) (collectively, the “Funds”) will be held virtually on December 3, 2021,November 16, 2023, at 10:30 a.m. Eastern Time (with any postponements or adjournments, the “Meeting”). At the Meeting, and as specified in greater detail in the Joint Proxy Statement for Special Joint Meeting of Shareholders (the “Joint Proxy Statement”) accompanying this Notice, shareholders of the Funds will be asked to consider and act upon the following proposal:proposals: 1. To elect nominees (the “Nominees”) to the Board of Trustees (the “Boards,” and the members thereof, the “Trustees”) of each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II the GSETF Trust, the MLP Fund and the Real Estate FundGS VIT (the “Proposal”) as follows: i. Shareholders of the Funds within the GS Trust II will be asked to elect the following Trustees to the Board of their Funds:
| i. | ii. Shareholders of the Funds within the GSETF Trust will be asked to elect the following Trustees to the Board of their Funds:
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| ii. | Shareholders of the Funds within the GSETF Trust II will be asked to elect the following Trustees to the Board of their Funds: |
| iii. | Shareholders of the Real Estate Fund will be asked to elect the following Trustees to the Board of their Fund: |
| iv. | Shareholders of the Funds within the GS Trust will be asked to elect the following Trustees to the Board of their Funds: |
| v. | Shareholders of the Funds within the GS Trust II will be asked to elect the following Trustees to the Board of their Funds: |
iii. Shareholders of the MLP Fund will be asked to elect the following Trustees to the Board of their Fund:
Cheryl K. Beebe (as Class I Trustee)John G. Chou
Lawrence Hughes (as Class I Trustee)
John F. Killian (as Class III Trustee)
Steven D. Krichmar (as Class III Trustee)
iv. Shareholders of the Real Estate Fund will be asked to elect the following Trustees to the Board of their Fund:
| vi. | Shareholders of the Funds within the GS VIT will be asked to elect the following Trustees to the Board of their Funds: |
2. To transact such other business as may properly come before the Meeting.Meeting or any adjournment(s) or postponement(s) thereof. After careful consideration, the Board of each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II the GSETF Trust, the MLP Fund and the Real Estate FundGS VIT unanimously recommends that shareholders vote “FOR” the Proposal (the election of each applicable Nominee). The matters referred to above are discussed in the Joint Proxy Statement attached to this notice. The Board of your Fund believes that the Proposal is in the best interests of the Fund and its Shareholders. Owners, annuitants and beneficiaries of variable life insurance and variable annuity contracts (“variable contracts”) issued by life insurance companies (the “Life Companies”) having separate accounts (the “Accounts”) that invest in shares of one or more of the Funds within GS VIT who are entitled to give voting instructions in connection with their variable contracts with respect to the Proposal are referred to herein as “shareholders” with respect to such Fund(s). Goldman Sachs & Co. LLC, Goldman Sachs Asset Management,
L.P. (“GSAM” or the “Investment Adviser”), the Life Companies and the Accounts are the only shareholders of GS VIT. Each Life Company hereby solicits and agrees to vote the shares of a GS VIT Fund at the Meeting, and, as applicable, in accordance with timely instructions received from owners of variable contracts issued by it and having contract values allocated to one of its Accounts invested in such shares. You will be able to attend the Meeting online and vote your shares electronically. To participate in the Meeting, Shareholders must register in advance by visiting https://www.viewproxy.com/goldmansachs/broadridgevsm/ and submitting the required information to Broadridge Financial Solutions, Inc. (“Broadridge”), the Funds’ proxy solicitor. Shareholders whose shares are registered directly with a Fund in the shareholder’s name will be asked to submit their name and control number found on the shareholder’s proxy card in order to register to participate in and vote at the Meeting. Shareholders whose shares are held by a broker, bank or other nominee must first obtain a “legal proxy” from the applicable nominee/record holder, who will then provide the shareholder with a newly-issued control number. We note that obtaining a legal proxy may take several days. Requests for registration should be received no later than 5:00 p.m., Eastern Time, on December 1, 2021,November 14, 2023, but in any event must be received by the scheduled time for commencement of the Meeting. Once a shareholder has obtained a new control number, he or she must visit https://www.viewproxy.com/goldmansachs/broadridgevsm/ and submit his or her name and newly issued control number in order to register to participate in and vote at the Meeting. After shareholders have submitted their registration information, they will receive an email from Broadridge that confirms that their registration request has been received and is under review by Broadridge. Once a shareholder’s registration request has been accepted, the shareholder will receive (i) an email containing an event link and dial-in information to attend the Meeting, and (ii) an email with a password to enter at the event link in order to access the Meeting. Only shareholders of a Fund present virtually or by proxy will be able to vote, or otherwise exercise the powers of a shareholder, at the Meeting. Shareholders may vote before or during the Meeting at www.proxyvote.com. The Meeting webcast will begin promptly at 10:30 a.m. Eastern Time. We encourage you to access the Meeting prior to the start time. For additional information on how you can attend and participate in the virtual Meeting, please see the instructions beginning on page 1 of the Joint Proxy Statement that follows. Because the Meeting will be a completely virtual meeting, there will be no physical location for shareholders to attend. The matters referred to above are discussed in the Joint Proxy Statement attached to this Notice. Shareholders and variable contract owners of record at the close of business on August 23, 2021,21, 2023, the record date for the Meeting, are entitled to receive notice of and to vote, or instruct the Life Company that issued the contract as to the manner in which shares of a GS VIT Fund attributable to the contract should be voted, at the Meeting and at any postponements or adjournments thereof. If you will not be present at the Meeting, we urge you to sign, date and promptly return the enclosed proxy card or voting instruction form in the envelope provided, which is addressed for your convenience and needs no postage if mailed in the United States. You may also vote easily and quickly by Internet or by telephone. In order to avoid the additional expense to the Funds of further solicitation, we ask your cooperation in returning your proxy or voting instruction promptly. By Order of the Boards of Trustees of Goldman Sachs ETF Trust II Goldman Sachs ETF Trust Goldman Sachs MLP and Energy Renaissance Fund II
Goldman Sachs Real Estate Diversified Income Fund Goldman Sachs Trust Goldman Sachs Trust II Goldman Sachs Variable Insurance Trust Caroline L. Kraus Secretary
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN To secure the largest possible representation at the Meeting, please mark your proxy card or voting instruction form, sign it, date it, and return it in the postage paid envelope provided (unless you are voting by Internet or by telephone). If you sign, date and return a proxy card or voting instruction form but give no voting instructions, your shares will be voted “FOR” the proposal indicated on the card. If you prefer, you may instead vote via the Internet or by telephone. To vote in this manner, you should refer to the directions below. To vote via the Internet, please access the website found on your proxy card or voting instruction form and follow the on-screen instructions on the website. To vote by telephone from within the United States, please call the toll-free number found on your proxy card or voting instruction form, and follow the recorded instructions. Shareholders outside the United States should vote via the Internet or by submitting a proxy card or voting instruction form instead. You may revoke your proxy or voting instruction form at any time at or before the Meeting, by submitting to the Secretary of the Funds, c/o Goldman Sachs Funds, Attention: Shareholder Services Media Support, 71 South Wacker Drive, Suite 1200 Chicago, IL 60606, a written notice of revocation or subsequently executed proxy or voting instruction form or by virtually attending and voting at the Meeting.
INSTRUCTIONS FOR SIGNING PROXY CARDS The following general guidelines for signing proxy cards may be of assistance to you and will help avoid the time and expense to a Fund involved in validating your vote if you fail to sign your proxy card properly. 1. Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card or voting instruction form. | 1. | Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card or voting instruction form.
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2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card or voting instruction form. | 2. | Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card or voting instruction form.
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| 3. | 3. All Other Accounts: The capacity of the individual signing the proxy card or voting instruction form should be indicated unless it is reflected in the form of registration. For example: |
| | | Registration | | Valid Signature | Corporate Accounts | | | (1) ABC Corp.Corp. | | ABC Corp. | | | John Doe, Treasurer | (2) ABC Corp. | | John Doe, Treasurer | (3) ABC Corp. c/o John Doe, Treasurer | | John Doe | (4) ABC Corp. Profit Sharing Plan | | John Doe, Trustee | | | Partnership Accounts | | | (1) The XYZ Partnership | | Jane B. Smith, Partner | (2) Smith and Jones, Limited Partnership | | Jane B. Smith, General Partner | | | Trust Accounts | | | (1) ABC Trust Account | | Jane B. Doe, Trustee | (2) Jane B. Doe, Trustee u/t/d 12/18/98 | | Jane B. Doe | | | Custodial or Estate Accounts | | | (1) John B. Smith, Cust. f/b/o | | | John B. Smith Jr. UGMA/UTMA | | John B. Smith | (2) Estate of John B. Smith | | John B. Smith, Jr., Executor |
FUNDS PARTICIPATING IN THE MEETING
TO BE HELD ON DECEMBER 3, 2021
Goldman Sachs Trust II
| | | | | Goldman Sachs GQG Partners International Opportunities Fund | | Goldman Sachs Multi-Manager Alternatives Fund | | Goldman Sachs Multi-Manager
Non-Core Fixed Income Fund | | | | Goldman Sachs Multi-Manager Global Equity Fund | | Goldman Sachs Multi-Manager Real Assets Strategy Fund | | Multi-Manager International
Equity Fund | | | | Multi-Manager U.S. Small Cap Equity Fund | | Goldman Sachs Target Date Retirement Portfolio | | Goldman Sachs Target Date
2025 Portfolio | | | | Goldman Sachs Target Date 2030 Portfolio | | Goldman Sachs Target Date 2035 Portfolio | | Goldman Sachs Target Date
2040 Portfolio | | | | Goldman Sachs Target Date 2045 Portfolio | | Goldman Sachs Target Date 2050 Portfolio | | Goldman Sachs Target Date
2055 Portfolio | | | | Goldman Sachs Target Date 2060 Portfolio | | | | |
Goldman Sachs ETF Trust
| | | | | Goldman Sachs ActiveBeta® Emerging Markets Equity ETF | | Goldman Sachs ActiveBeta® Europe Equity ETF | | Goldman Sachs ActiveBeta®
International Equity ETF | | | | Goldman Sachs ActiveBeta® Japan Equity ETF | | Goldman Sachs ActiveBeta® U.S. Large Cap Equity ETF | | Goldman Sachs ActiveBeta®
U.S. Small Cap Equity ETF | | | | Goldman Sachs Equal Weight U.S. Large Cap Equity ETF | | Goldman Sachs Hedge Industry VIP ETF | | Goldman Sachs JUST U.S.
Large Cap Equity ETF | | | | Goldman Sachs Innovate Equity ETF | | Goldman Sachs Access High Yield Corporate Bond ETF | | Goldman Sachs Access Inflation
Protected USD Bond ETF | | | | Goldman Sachs Access Investment Grade Corporate 1-5 Year Bond ETF | | Goldman Sachs Access Investment Grade Corporate Bond ETF | | Goldman Sachs Access
Treasury 0-1 Year ETF | | | | Goldman Sachs Access U.S. Aggregate Bond ETF | | Goldman Sachs Access Ultra Short Bond ETF | | Goldman Sachs MarketBetaTM
Emerging Markets Equity ETF | | | | Goldman Sachs MarketBetaTM International Equity ETF | | Goldman Sachs MarketBetaTM U.S. Equity ETF | | Goldman Sachs Future Planet
Equity ETF | | | | | | | | |
Goldman Sachs MLP and Energy Renaissance Fund
Goldman Sachs Real Estate Diversified Income Fund
TABLE OF CONTENTS
GOLDMAN SACHS ETF TRUST II GOLDMAN SACHS ETF TRUST GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUNDII GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND GOLDMAN SACHS TRUST GOLDMAN SACHS TRUST II GOLDMAN SACHS VARIABLE INSURANCE TRUST 200 West Street New York, New York 10282 (212) 902-1000 JOINT PROXY STATEMENT FOR SPECIAL JOINT MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 3, 2021NOVEMBER 16, 2023 This Joint Proxy Statement and enclosed Notice of Special Joint Meeting of Shareholders (“Notice”) and proxy card are being furnished in connection with the solicitation of proxies by and on behalf of the Boards of Trustees (the “Boards,” and the members thereof, the “Trustees”) of the Goldman Sachs Trust II (“GS Trust II”), Goldman Sachs ETF Trust (“GSETF Trust”), Goldman Sachs MLP and Energy Renaissance FundETF Trust II (“MLP Fund”GSETF Trust II”) and, Goldman Sachs Real Estate Diversified Income Fund (“Real Estate Fund”), Goldman Sachs Trust (“GS Trust”), Goldman Sachs Trust II (“GS Trust II”) and Goldman Sachs Variable Insurance Trust (“GS VIT”) (collectively, the “Funds”). The proxies are being solicited for use at a virtual special joint meeting of shareholders of each Fund on the list attached to the Notice to be held on December 3, 2021,November 16, 2023, at 10:30 a.m. Eastern Time (with any postponements or adjournments, the “Meeting”). This Joint Proxy Statement is also being furnished by certain life insurance companies (the “Life Companies”) to owners, annuitants and beneficiaries (“variable contract owners”) of variable life insurance and variable annuity contracts (“variable contracts”) issued by a Life Company and having contract assets on the record date allocated to a separate account of a Life Company that has invested in shares of one or more of the Funds within GS VIT (an “Account”). Shareholders and variable contract owners are referred to herein collectively as “shareholders,” unless otherwise specified. This Joint Proxy Statement and the accompanying Notice, proxy card and voting instruction form (or, if applicable, the appropriate notice of where to access these materials) are anticipated to be first mailed to shareholders on or about September 7, 2023. At the Meeting, and as described in this Joint Proxy Statement, shareholders of the Funds will be asked to consider and act upon the following proposals: 1. To elect nominees (the “Nominees”) to the Board of each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II the GSETF Trust, the MLP Fund and the Real Estate FundGS VIT (the “Proposal”) as follows: | i. | Shareholders of the Funds within GS Trust II will be asked to elect the following Trustees to the Board of their Funds:
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| ii. | Shareholders of the Funds within the GSETF Trust will be asked to elect the following Trustees to the Board of their Funds: |
Cheryl K. BeebeGregory G. Weaver
Lawrence HughesDwight L. Bush
Steven D. KrichmarJoaquin Delgado
Linda A. LangEileen H. Dowling
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| iii.ii. | Shareholders of the MLP FundFunds within the GSETF Trust II will be asked to elect the following Trustees to the Board of their Fund:Funds: |
Cheryl K. Beebe (as Class I Trustee)Gregory G. Weaver
Lawrence Hughes (as Class I Trustee)Dwight L. Bush
John F. Killian (as Class III Trustee)G. Chou Steven D. Krichmar (as Class III Trustee)Joaquin Delgado
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| iv.iii. | Shareholders of the Real Estate Fund will be asked to elect the following Trustees to the Board of their Fund: |
| iv. | Shareholders of the Funds within the GS Trust will be asked to elect the following Trustees to the Board of their Funds: |
| v. | Shareholders of the Funds within the GS Trust II will be asked to elect the following Trustees to the Board of their Funds: |
| vi. | Variable contract owners of the Funds within the GS VIT will be asked to elect the following Trustees to the Board of their Funds: |
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2. To transact such other business as may properly come before the Meeting.Meeting or any adjournment(s) or postponement(s) thereof. After careful consideration, the Board of each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II the GSETF Trust, the MLP Fund and the Real Estate FundGS VIT unanimously recommends that shareholders vote “FOR” the Proposal (the election of each applicable Nominee). The Proposal will be voted upon separately by each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II the GSETF Trust, the MLP Fund and the Real Estate Fund.GS VIT. For each of the GSETF Trust, GSETF Trust II, GS Trust, GS Trust II and GSETF Trust,GS VIT, the Proposal applies on a Trust-wide basis, and all series (i.e., the respective Funds) and classes thereof will vote together on the Proposal. As further explained below, election of all of the Nominees will bring the membership of the Boards into alignment. This alignment and consolidation would provide the opportunity to enhance the effectiveness of board oversight, and result in other potential benefits, as described below. If elected by shareholders, the Nominees would begin serving as Trustees of the applicable Board on January 1, 2024. The Boards have determined that the use of this Joint Proxy Statement for the Meeting is in the best interests of each Fund and its shareholders because similar matters are being considered and voted on by the shareholders of the other Funds. This Joint Proxy Statement and the accompanying Notice and proxy card are anticipated to be first mailed to shareholders on or about October 4, 2021.
The Meeting will be a virtual meeting conducted exclusively via live webcast starting at 10:30 a.m. Eastern Time on December 3, 2021.November 16, 2023. You will be able to attend the Meeting online and vote your shares electronically. To participate in the Meeting, shareholders must register in advance by visiting https://www.viewproxy.com/goldmansachs/broadridgevsm/and submitting the required information to Broadridge Financial Solutions, Inc. (“Broadridge”), the Funds’ proxy solicitor. Shareholders whose shares are registered directly with a Fund in the Shareholder’s name will be asked to submit their name and control number found on the Shareholder’s proxy card in order to register to participate in and vote at the Meeting. Shareholders whose shares are held by a broker, bank or other nominee must first obtain a “legal proxy” from the applicable nominee/record holder, who will then provide the shareholder with a newly-issued control number. We note that obtaining a legal proxy may take several days. Requests for registration should be received no later than 5:00 p.m., Eastern Time, on December 1, 2021,November 14. 2023, but in any event must be received by the scheduled time for commencement of the Meeting. Once shareholders have obtained a new control number, they must visit visit https://www.viewproxy.com/goldmansachs/broadridgevsm/ and submit their name and newly issued control number in order to register to participate in and vote at the Meeting. After Shareholders have submitted their registration information, they will receive an email from Broadridge that confirms that their registration request has been received and is under review by Broadridge. Once a Shareholder’s registration request has been accepted, the Shareholder will receive (i) an email containing an event link and dial-in information to attend the Meeting, and (ii) an email with a password to enter at the event link in order to access the Meeting.Shareholders may vote before or during the Meeting at www.proxyvote.com. Only Shareholders of a Fund present virtually or by proxy will be able to vote, or otherwise exercise the powers of a Shareholder, at the Meeting. In light of the developments related to coronavirus (COVID-19), the Meeting will be completely virtual, which provides worldwide access and communication, while protecting the health and safety of our shareholders,
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Trustees and management. We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting.
The Boards have fixed the close of business on August 23, 202121, 2023 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Meeting (the “Record Date”). Shareholders of record of the Funds on the Record Date are entitled to one vote per share at the Meeting. Appendix C to this Joint Proxy Statement sets forth the number of shares of beneficial interest of each Fund outstanding as of the Record Date.Appendix D to this Joint Proxy Statement sets forth the persons who owned beneficially more than 5% of any class of a Fund as of August 23, 2021.July 31, 2023. Goldman Sachs & Co. LLC, Goldman Sachs Asset Management, L.P. (“GSAM” or the “Investment Adviser”), the Life Companies and the Accounts are the only shareholders of GS VIT. Each Life Company 3
hereby solicits and agrees to vote the shares of one or more Funds within GS VIT at the Meeting, and, as applicable, in accordance with timely instructions received from persons entitled to give voting instructions under variable contracts issued by it and having contract values allocated to one of its Accounts invested in shares of one or more Funds within GS VIT. As a variable contract owner of record at the close of business on the Record Date, you have the right to instruct the Life Company that issued your contract as to the manner in which shares of one or more Funds within GS VIT attributable to your contract should be voted. The Life Companies will vote shares attributable to variable contracts as to which proxy cards or voting instruction forms are neither executed nor returned in proportion (“for” or “withhold authority”) to those shares for which instructions are received. As a result, a small number of variable contract owners could determine the outcome of the vote for the GS VIT if other owners fail to vote. GSAM will vote shares of GS VIT that it owns, if any, in proportion to the votes cast by the Life Companies on behalf of variable contract owners. The Funds’ officers, and personnel of the Funds’ investment adviser and transfer agents and any authorized proxy solicitation agent, may also solicit proxies by telephone, facsimile, Internet or in person. If the Funds record votes through the Internet or by telephone, it will use procedures designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their identities have been properly recorded. The FundsGSAM has agreed to bear a portion of the costs associated with the board realignment and consolidation (up to $2,100,000). Each Fund will pay theirbe allocated its respective sharesshare of the remaining costs associated with the board realignment and consolidation, with fixed costs allocated to the Funds equally and certain variable costs (e.g., costs of printing and mailing) allocated to the Funds on a pro rata basis based on the number of shareholders of each Fund. However,In addition, for Funds subject to an expense reimbursement arrangement, GSAM will bear a portion of the costs associated with the board realignment and consolidation, including up to $150,000 in legal expenses and up to $500,000 in all other costs. To the extentreimburse the costs associated with the board realignment and consolidation to be borne by a Fundthe extent needed to ensure that no Fund’s allocated costs would increase such Fund’s total expense ratio by more than 0.004%, GSAM. In no event will also reimburse such Fund in an amount equal to the portion ofallocated costs associated with the board realignment and consolidation increase in thea Fund’s total expense ratio that is aboveby more than 0.004%. The Funds and GSAM have retained Broadridge Financial Solutions (“Broadridge”), a proxy solicitation firm, to assist the solicitation and tabulation of proxies, and Donnelley Financial Solutions (“DFIN”), to assist with the printing of proxy materials. The cost of DFIN’s and Broadridge’s services in connection with the proxy solicitation is approximately $1,612,964.$6.6 million.
To vote by mail, sign, date and promptly return the enclosed proxy card or voting instruction form in the accompanying postage pre-paid envelope. To vote by Internet or telephone, please use the control number on your proxy card or voting instruction form and follow the instructions as described on your proxy card or voting instruction form. If you have any questions regarding the proxy materials, please contact Broadridge at 855-973-0097.If the enclosed proxy card or voting instruction form is properly executed and received prior to the Meeting and has not been revoked, the shares represented thereby will be voted in accordance with the instructions marked on the returned proxy card or voting instruction form or, if no instructions are marked on the returned proxy card or voting instruction form, the proxy card or voting instruction form will be voted “FOR”“FOR” the election of the Nominees described in this Joint Proxy Statement, and in the discretion of the persons named as proxies in connection with any other matter that may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. Any person giving a proxy may revoke it at any time before it is exercised by submitting to the Secretary of the Funds, c/o Goldman Sachs Funds, Attention: Shareholder Services Media Support, 71 South Wacker Drive, Suite 1200 Chicago, IL 60606, a written notice of revocation or subsequently executed proxy or voting instruction form or by virtually attending and voting at the Meeting. If (i) you are a member of a household in which multiple shareholders of a Fund share the same address, (ii) your shares are held in “street name” and (iii) your broker or bank has received consent to household material, then your broker or bank may have sent to your household only one copy of this Joint Proxy Statement or the Notice of Internet Availability of Proxy Materials, unless your broker or bank previously received contrary 4
instructions from a shareholder in your household. If you are part of a household that has received only one copy of this Joint Proxy Statement or the Notice of Internet Availability of Proxy Materials, your Fund will deliver promptly a separate copy of this Joint Proxy Statement or the Notice of Internet Availability of Proxy Materials to you upon request. To receive a separate copy of this Joint Proxy Statement or the Notice of Internet Availability of Proxy Materials, please contact your Fund by calling toll free 1-800-621-2550 (for institutional 3
shareholders) or 1-800-526-7384 (for retail shareholders) or by mail at such Fund, c/o Goldman Sachs Funds, Attention: Shareholder Services Media Support, 71 South Wacker Drive, Suite 1200 Chicago, IL 60606. If your shares are held with certain banks, trust companies, brokers, dealers, investment advisers and other financial intermediaries (each, an “Authorized Institution”) and you would like to receive a separate copy of future proxy statements, prospectuses or annual reports or you are now receiving multiple copies of these documents and would like to receive a single copy in the future, please contact your Authorized Institution. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING TO BE HELD ON DECEMBER 3, 2021NOVEMBER 16, 2023 This Joint Proxy Statement is available online at www.proxyvote.com (please have the control number found on your proxy card or voting instruction form ready when you visit this website). In addition, copies of the Funds’ most recent annual and semi-annual report, including financial statements, have previously been mailed to Shareholders. The Funds will furnish to any shareholder upon request, without charge, an additional copy of the Funds’ most recent annual report and semi-annual report to shareholders. Annual reports and semi-annual reports to Shareholders may be obtained by writing to: the Funds, c/o Goldman Sachs Funds, Attention: Shareholder Services Media Support, 71 South Wacker Drive, Suite 1200 Chicago, IL 60606; or by telephone toll-free at: 1-800-621-2550 (for institutional shareholders) and 1-800-526-7384 (for retail shareholders). The date of this Joint Proxy Statement is September 22, 2021. 5, 2023. 45
THE PROPOSAL ELECTION OF NOMINEES TO THE BOARD OF TRUSTEES OF EACH OF GOLDMAN SACHS ETF TRUST, II, GOLDMAN SACHS ETF TRUST GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND ANDII, GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND, GOLDMAN SACHS TRUST, GOLDMAN SACHS TRUST II AND GOLDMAN SACHS VARIABLE INSURANCE TRUST ALL FUNDS LISTED IN EXHIBIT C The Proposal relates to the election of the following Nominees to the Board of each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II and GS VIT: Nominees to the Board of the GSETF Trust Gregory G. Weaver Dwight L. Bush Kathryn A. Cassidy John G. Chou Joaquin Delgado Eileen H. Dowling Paul C. Wirth Nominees to the Board of the GSETF Trust II Gregory G. Weaver Dwight L. Bush Kathryn A. Cassidy John G. Chou Joaquin Delgado Eileen H. Dowling Paul C. Wirth Nominees to the MLP Fund andBoard of the Real Estate Fund:Fund Gregory G. Weaver Dwight L. Bush Kathryn A. Cassidy John G. Chou Joaquin Delgado Eileen H. Dowling Paul C. Wirth Nominees to the Board of the GS Trust Cheryl K. Beebe John G. Chou Eileen H. Dowling Lawrence Hughes John F. Killian Steven D. Krichmar Michael Latham Lawrence W. Stranghoener Paul C. Wirth Nominees to the Board of the GS Trust II Steven D. Krichmar Gregory G. WeaverKathryn A. LangCassidy Michael Latham John G. ChouLawrence W. Stranghoener Joaquin DelgadoEileen H. Dowling Paul C. Wirth Nominees to the Board of the GSETFGS Variable Insurance Trust Eileen H. Dowling Lawrence Hughes Linda A. Lang Michael LathamLawrence W. Stranghoener Paul C. Wirth Nominees to the Board of the MLP Fund
Cheryl K. Beebe (as Class I Trustee)
Lawrence Hughes (as Class I Trustee)
John F. Killian (as Class III Trustee)
Steven D. Krichmar (as Class III Trustee)
Nominees to the Board of the Real Estate Fund
The Board of each of the GS Trust and GS VIT is currently composed of eight Trustees: Gregory G. Weaver, Dwight L. Bush, Kathryn A. Cassidy, John G. Chou, Joaquin Delgado, Eileen H. Dowling, Paul C. Wirth and James A. McNamara. The Board of each of the GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II is currently composed of fiveseven Trustees: Cheryl K. Beebe, Lawrence Hughes, John F. Killian, Steven D. Krichmar, and James A. McNamara. The Board of each of the GSETF Trust, the MLP Fund and the Real Estate Fund is currently composed of four Trustees: Linda A. Lang, Michael Latham, Lawrence W. Stranghoener and James A. McNamara. 6
Each Nominee would not be deemed to be an “interested person,” as that term is defined under the Investment Company Act of 1940 as amended (the “1940 Act”), of each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II GSETF Trust, the MLP Fund and the Real Estate Fund.GS VIT. For the GS Trust II, GSETF Trust, the Real Estate Fund, ifIf elected, the applicable Nominees would hold office with respect 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 or shareholders, in accordance with the applicable Declaration of Trust; or (c) the termination of the FundFunds; or the Trust. For the MLP Fund, if elected, the Nominees would hold office for a three-year term (or for an initial period that is consistent with the election schedule of(d) his or her respective classes) and until the earliest of: (a) the election of his or her successor; (b) the date the Trustee resigns or is removed by the Board or shareholders, in accordance withretirement (whether pursuant to the applicable Declaration of Trust;retirement policy or (c) the termination of the Fund. otherwise).5
Each of the Boards has adopted policies which provide that each Independent Trustee shall retire as of December 31st of the calendar year in which he or she reaches (a) his or her 74th birthday or (b) the 15th anniversary of the date he or she became a Trustee, whichever is earlier, unless a waiver of such requirements shall have been adopted by a majority of the other Trustees. These policies may be changed by the Trustees without shareholder approval.
The Boards would also be able to fill future vacancies by appointment (subject to the requirement of the 1940 Act that, after such appointment, at least two-thirds of the Trustees holding office must have been elected by shareholders) without incurring the additional expense associated with calling one or more shareholder meetings to fill those vacancies. Following discussions with GSAM and meetings of the Boards, and the Governance and Nominating Committees of the Boards (collectively, the “Governance and Nominating Committees”) with each of the Nominees, each Governance and Nominating Committee considered each applicable Nominee (except with respect to Nominees who were appointed and currently serve on the Boards of GS Trust and GS VIT), including his or her qualifications and experience, and selected and recommended, and each Board unanimously nominated, the applicable Nominees for election by shareholders as Trustees at a meeting held on August 10-11, 2021 (with respect toof the GS Trust II) and on July 22, 2021 (with respect to the GSETF Trust, the MLP Fund and the Real Estate Fund).applicable Boards. The Boards also increased their respective sizes to accommodate the applicable Nominees. Explanation of the Board Alignment and Consolidation The Board of each of the GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II currently consists of fourthe same six Independent Trustees (i.e., Trustees who are not “interested persons” of GS Trust IIthe applicable Funds, as defined in the 1940 Act) (the “GS Trust II Independent Trustees”) and James A.as well as Mr. McNamara, who is an employee of Goldman Sachs & Co. LLC (“Goldman Sachs”), an affiliate of the Funds’ investment adviser, Goldman Sachs Asset Management, L.P (“GSAM” or the “Investment Adviser”).Interested Trustee. The Board of each of the GSETFGS Trust the MLP Fund and the Real Estate FundGS VIT also currently consists of the same threeseven Independent Trustees (i.e., Trustees who are not “interested persons” of each of the GSETF Trust, the MLP Fund and the Real Estate Fund as defined in the 1940 Act) (the “ETF/MLP/RE Independent Trustees”) and Mr. McNamara.well as James A. McNamara, an Interested Trustee. In order to bring the memberships of the Boards into alignment, (i) the GST/GS Trust IIVIT Independent Trustees have been nominated for election to the Board of each of the GSETF Trust, the MLP and theGSETF Trust II, Real Estate Fund;Fund and GS Trust II; and (ii) the ETF/MLP/REETFII/RE/GSTII Independent Trustees have been nominated for election to the Board of the GS Trust II. In addition, one current Independent Trusteeeach of the GS Trust II (Mr. Krichmar) and oneGS VIT. In addition, three current Independent TrusteeTrustees of the GS ETF Trust (Ms. Lang)and GS VIT (Mr. Chou, Ms. Dowling and Mr. Wirth), who were previously appointed by other Independent Trustees to their respective Boardsthe Board rather than elected by shareholders, have been nominated for election to continue to serve as Trustees on such Boards.the Board. As further explained below, the election of all of the Nominees will bring the membership of the Boards into alignment. This alignment and consolidation would provide the opportunity to enhance the effectiveness of board oversight and result in other potential benefits as described in the accompanying Joint Proxy Statement. The Boards separately determined that it is in the best interests of the Fund(s) under their respective oversight to align and consolidate the membership of the Boards so that all of the Funds are overseen by the same Trustees. Summary of the Reasons for the Board Alignment and Consolidation The Proposal is the result of an effort on the part of the Boards and GSAM to align and consolidate the membership of the Boards so that the same Trustees serve on each board for the Funds, in order to further enhance the effectiveness of board oversight. The Trustees met each other and with GSAM representatives and communicated with each other to consider and develop the Proposal to align and consolidate the membership of the Boards. The Independent Trustees also met with their independent legal counsel to consider and discuss matters relating to the alignment and consolidation of the Boards. 67
In reaching the conclusion that the approval of the Proposal is in the best interests of the Funds and their shareholders, the Boards took into account the recommendation of GSAM, and considered a number of factors, including the following: | 1)◾ | that each Fund would benefit from the additional experience, insights and oversight from the election of the Nominees that are not currently members of its Board; |
| 2)◾ | that each of the Nominees has significant professional experience and skills, as well as experience overseeing investment companies; |
| 3)◾ | that GSAM bears certain operational and administrative burdens from supporting multiple boards for currently overseeing the Funds, and the formation of a single, consolidated boardBoard would ease these burdensreduce GSAM’s administrative and operational efforts in supporting multiple Boards and enable GSAM to focus greater resources and time on providing services to the Funds; |
| 4)◾ | that thea single, consolidated BoardsBoard with increased skill sets, backgrounds and depth of experience with all types of fundfunds within the Goldman Sachs registered fund complex would be better positioned to respond to the increasing complexities of the registered fund business; |
| 5)◾ | that (i) GSAM willhas agreed to bear a portion of the costs associated with the board realignment and consolidation including up(up to $150,000 in legal expenses$2,100,000). Each Fund will be allocated its respective share of the remaining costs associated with the board realignment and up to $500,000 in all otherconsolidation, with fixed costs and (ii)allocated to the extentFunds equally and certain variable costs (e.g., costs of printing and mailing) allocated to the Funds on a pro rata basis based on the number of shareholders of each Fund. In addition, for Funds subject to an expense reimbursement arrangement, GSAM will reimburse the costs associated with the board realignment and consolidation to be borne by a Fundthe extent needed to ensure that no Fund’s allocated costs would increase such Fund’s total expense ratio by more than 0.004%, GSAM. In no event will reimburse such Fund in an amount equal to the portion ofallocated costs associated with the board realignment and consolidation increase in thea Fund’s total expense ratio that is aboveby more than 0.004%; and |
| 6)◾ | that the recent retirement of a Trusteesingle, consolidated Board would facilitate succession planning efforts of the GSETF Trust,Boards and alleviate the MLP Fundcosts of identifying and the Real Estate Fund, along with the desire of the Board of the GS Trust II to add a new Trustee, would have required the Boards to identify and nominate Board members for election, resulting in associated costs and expenses of that nomination and election process and the need to onboardonboarding new Board members within the future, who may have potentially less experience overseeing funds, including those managed by GSAM.GSAM; and |
◾ | that a single governance platform would reduce the costs and complexity of potential Fund conversions and reorganizations within the Goldman Sachs registered fund complex overseen by the Boards. |
Information concerning the Nominees and other relevant factors is provided below. Using the enclosed proxy card or voting instruction form or voting by the Internet or by telephone, a shareholder may authorize proxies to vote his or her shares for the Nominees or may withhold from the proxies authority to vote his or her shares for one or more of the Nominees. If the enclosed proxy card or voting instruction form is properly executed and received prior to the Meeting (and has not been revoked) but no instructions are marked, the proxies will vote “FOR” the Nominees. Each of the Nominees has consented to his or her nomination and has agreed to serve if elected. If, at the time of the Meeting, for any reason, any Nominee is not available for election or able to serve as a Trustee, the proxies will exercise their voting power in favor of such substitute Nominee, if any, as the Trustees may designate. The Funds have no reason to believe that it will be necessary to designate a substitute Nominee. Each Fund proposes the election by all of its respective shareholders of the Nominees named in the table below to serve as members of its Board. Each Governance and Nominating Committee considered each Nominee, including his or her qualifications and experience, selected each Nominee and recommended each individual’s nomination to its respective Board. Based on this recommendation, each of the Boards have recommended for election by shareholders each of the Nominees to such Board.
Information Regarding the Nominees The following table lists the Nominees and Trustees, their year of birth,ages, current position(s) held with the GS Trust II, the GSETF Trust, the MLP Fund and/or the Real Estate Fund,Funds length of time served, principal occupations during the past five years, number of funds currently overseen within the Goldman Sachs Fund Complex and other directorships held by the Nominees and Trustees during the past five years, as of September 22, 2021. 5, 2023. 78
Independent Trustees/Nominees | | | | | | | | | | | Independent Trustees/Nominees
| | | | | | | | | Name, Address and
Age1 | | Position(s) Held with the GS Trust II,
the GSETF Trust,
the MLP Fund
and/or the Real
Estate FundFunds | | Term of Office and Length of Time Served2 | | Principal Occupation(s) During Past 5 Years | | Number of Portfolios in Fund
Fund Complex Overseen by Trustee32 | | Other Directorships Held by Trustee43 | Cheryl K. Beebe Age: 6567 | | Chair of the Board of Trustees of
Goldman Sachs GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II | | Since 2017 (Trustee since 2015) (GS Trust II); Since 2022 (Trustee since 2021) (GSETF Trust, GSETF Trust II and Real Estate Fund); | | Ms. Beebe is retired. She is Director, Packaging Corporation of America (2008–Present); Director, The Mosaic Company (2019–Present); Director, HanesBrands Inc. (2020–Present); and was formerly Director, Convergys Corporation (a global leader in customer experience outsourcing) (2015–2018); and formerly held the position of Executive Vice President, (2010–2014); and Chief Financial Officer, Ingredion, Inc. (a leading global ingredient solutions company) (2004–2014). Chair of the Board of Trustees—Goldman Sachs Trust II.II; Goldman Sachs MLP and Energy Renaissance Fund; Goldman Sachs ETF Trust; Goldman Sachs ETF Trust II; and Goldman Sachs Real Estate Diversified Income Fund. | | 1889 | | Packaging Corporation of America
(producer (producer of container board); The Mosaic Company
(producer (producer of phosphate and potash fertilizer); HanesBrands Inc.
( (a multinational clothing company) | | | | | | | Dwight L. Bush Age: 66 | | Trustee of GS Trust and GS VIT | | Since 2020 | | The Honorable Dwight Bush is President and CEO of D.L. Bush & Associates (a financial advisory and private investment firm) (2002–2014 and 2017–present); Director of MoneyLion, Inc. (an operator of a multinationaldata- driven, digital financial platform) (2021– present); and was formerly U.S. Ambassador to the Kingdom of Morocco (2014–2017) and a Member of the Board of Directors of Santander Bank, N.A. (2018–2019). Previously, he served as an Advisory Board Member of Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust (October 2019–January 2020). Trustee—Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust. | | 102 | | MoneyLion, Inc. (an operator of a data-driven, digital financial platform) |
9
| | | | | | | | | | | Name, Address and Age1 | | Position(s) Held with
clothingthe Funds | | Term of Office and Length of Time Served | | Principal Occupation(s) During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Trustee2 | | Other Directorships Held by Trustee3 | Kathryn A. Cassidy Age: 69 | | Trustee of GS Trust and GS VIT | | Since 2015 | | Ms. Cassidy is retired. She is Director, Vertical Aerospace Ltd. (an aerospace and technology company) (2021–present). Formerly, Ms. Cassidy 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 Trust and Goldman Sachs Variable Insurance Trust. | | 102 | | Vertical Aerospace Ltd. (an aerospace and technology company) | | | | | | | John G. Chou Age: 66 | | Trustee of GS Trust and GS VIT | | Since 2022 | | Mr. Chou is retired. Formerly, he was Executive Vice President and Special Advisor to the Chairman and CEO (2021–2022); Executive Vice President and Chief Legal Officer (2019–2021); Executive Vice President and Chief Legal & Business Officer (2017–2019); and Executive Vice President and General Counsel (2011–2017) of Cencora, Inc. (a pharmaceutical and healthcare company). Trustee—Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust. | | 102 | | None | | | | | | | Joaquin Delgado Age: 63 | | Trustee of GS Trust and GS VIT | | Since 2020 | | Dr. Delgado is retired. He is Director, Stepan Company (a specialty chemical manufacturer) (2011–present); and was formerly Director, Hexion Inc. (a specialty chemical manufacturer) (2019–2022); Executive Vice President, Consumer Business Group of 3M Company (July 2016–July 2019); and Executive Vice President, Health Care Business Group of 3M Company (October 2012–July 2016). Previously, Dr. Delgado served as an Advisory Board Member of Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust (October 2019– January 2020). Trustee—Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust. | | 102 | | Stepan Company (a specialty chemical manufacturer) |
10
| | | | | | | | | | | Name, Address and Age1 | | Position(s) Held with the Funds | | Term of Office and Length of Time Served | | Principal Occupation(s) During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Trustee2 | | Other Directorships Held by Trustee3 | Eileen H. Dowling Age: 60 | | Trustee of GS Trust and GS VIT | | Since 2021 | | Ms. Dowling is retired. Formerly, she was Senior Advisor (April 2021–September 2021); and Managing Director (2013–2021), BlackRock, Inc. (a financial services firm). As Managing Director, she held senior management positions, including Global Head of Global Consultant Relations (2017–2021), Multinational Corporations (2019–2021), the Institutional Product Group (2015–2019) and Institutional Marketing (2013–2016). Ms. Dowling was a member of the Global Operating Committee and Product Executive Committee of BlackRock. Trustee—Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust. | | 102 | | None | | | | | | | Lawrence Hughes Age: 6365 | | Trustee of
Goldman Sachs GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II | | Since 2016 (GS Trust II); Since 2021 (GSETF Trust, GSETF Trust II and Real Estate Fund); | | Mr. Hughes is retired. Formerly, he held senior management positions with BNY Mellon Wealth Management, a division of The Bank of New York Mellon Corporation (a financial services company) (1991–2015), most recently as Chief Executive Officer (2010–2015). He serves as a Member of the Board of Directors, (2012–Present) and formerly served as Chairman (2012-2019), Ellis Memorial and Eldredge House (a not-for-profit organization). Previously, Mr. Hughes served as an Advisory Board Member of Goldman Sachs Trust II (February 2016 – April 2016). Trustee—Goldman Sachs Trust II.II; Goldman Sachs MLP and Energy Renaissance Fund; Goldman Sachs ETF Trust; Goldman Sachs ETF Trust II; and Goldman Sachs Real Estate Diversified Income Fund. | | 1889 | | None | | | | | | | John F. Killian
Age: 66
| | Trustee of
Goldman Sachs
Trust II | | Since 2015 | | Mr. Killian is retired. He is Director, Consolidated Edison, Inc. (2007–Present); Director, Houghton Mifflin Harcourt Publishing Company | | 18 | | Consolidated
Edison, Inc.
(a utility
holding
company); |
811
| | | | | | | | | | | Name, Address and
Age1 | | Position(s) Held with the GS Trust II,
the GSETF Trust,
the MLP Fund
and/or the Real
Estate FundFunds | | Term of Office and Length of Time Served2 | | Principal Occupation(s) During Past 5 Years | | Number of Portfolios in Fund
Fund Complex Overseen by Trustee32 | | Other Directorships Held by Trustee43 | John F. Killian Age: 68 | | Trustee of GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II | | Since 2015 (GS Trust II); Since 2021 (GSETF Trust, GSETF Trust II and Real Estate Fund); | | (2011–Mr. Killian is retired. He is Director, Consolidated Edison, Inc. (2007–Present); and was formerly Director, Houghton Mifflin Harcourt Publishing Company (2011–2022). Previously, he held senior management positions with Verizon Communications, Inc., including Executive Vice President and Chief Financial Officer (2009–2010); and President, Verizon Business, Verizon Communications, Inc. (2005–2009).
Trustee—Goldman Sachs Trust II.II; Goldman Sachs MLP and Energy Renaissance Fund; Goldman Sachs ETF Trust; Goldman Sachs ETF Trust II; and Goldman Sachs Real Estate Diversified Income Fund. | | 89 | | Houghton
Mifflin
Harcourt
Publishing
CompanyConsolidated Edison, Inc. (a utility holding company) | | | | | | | Steven D. Krichmar Age: 6365 | | Trustee of Goldman Sachs GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II | | Since 2018 (GS Trust II); Since 2021 (GSETF Trust, GSETF Trust II and Real Estate Fund); | | Mr. Krichmar is retired. Formerly, he held senior management and governance positions with Putnam Investments, LLC, a financial services company (2001–2016). He was most recently Chief of Operations and a member of the Operating Committee of Putnam Investments, LLC and Principal Financial Officer of The Putnam Funds. Previously, Mr. Krichmar served as an Audit Partner with PricewaterhouseCoopers LLP and its predecessor company (1990 – 2001). Trustee—Goldman Sachs Trust II.II; Goldman Sachs MLP and Energy Renaissance Fund; Goldman Sachs ETF Trust; Goldman Sachs ETF Trust II; and Goldman Sachs Real Estate Diversified Income Fund. | | 1889 | | None |
12
| | | | | | | | | | | Name, Address and Age1 | | Position(s) Held with the Funds | | Term of Office and Length of Time Served | | Principal Occupation(s) During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Trustee2 | | Other Directorships Held by Trustee3 | Michael Latham Age: 57 | | Trustee of GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II | | Since 2015 (GSETF Trust); Since 2021 (GSETF Trust II and GS Trust II); Since inception (Real Estate Fund) | | Mr. Latham is retired. Formerly, he held senior management positions with the iShares exchange-traded fund business owned by BlackRock, Inc., including Chairman (2011–2014); Global Head (2010–2011); U.S. Head (2007–2010); and Chief Operating Officer (2003–2007). Trustee—Goldman Sachs Trust II; Goldman Sachs MLP and Energy Renaissance Fund; Goldman Sachs ETF Trust; Goldman Sachs ETF Trust II; Goldman Sachs Credit Income Fund; and Goldman Sachs Real Estate Diversified Income Fund. | | 90 | | None | | | | | | | Lawrence W. Stranghoener Age: 6769 | | ChairmanTrustee of the
Board of
Trustees of
Goldman Sachs
ETFGSETF Trust,
Goldman Sachs
MLP and
Energy
Renaissance GSETF Trust II, Real Estate Fund and
Goldman Sachs
Real GS Trust II | | Since 2015 (GSETF Trust); Since 2021 (GSETF Trust II and GS Trust II); Since inception (Real Estate
Diversified
Income Fund Fund) | | Trustee since 2015, Chairman since 2017 (Goldman Sachs ETF Trust and Goldman Sachs MLP and Energy Renaissance Fund);
Chairman since inception (Goldman Sachs Real Estate Diversified Income Fund)
| | Mr. Stranghoener is retired. He is Chairman, Kennametal, Inc. (a global manufacturer and distributor of tooling and industrial materials) (2003-Present); and was formerly Director, Aleris Corporation and Aleris International, Inc. (a producer of aluminum rolled products) (2011-2020); Interim Chief Executive Officer (2014) and Executive Vice President and Chief Financial Officer (2004–2014), Mosaic Company (a fertilizer manufacturing company). Trustee—Goldman Sachs Trust II; Goldman Sachs MLP and Energy Renaissance Fund; Goldman Sachs ETF Trust; Goldman Sachs ETF Trust II; and Goldman Sachs Real Estate Diversified Income Fund. Chair of the Board of Trustees—Goldman Sachs Credit Income Fund. | | 4290 | | Kennametal, Inc. (a global manufacturer and distributor of tooling and industrial materials) | | | | | | | Gregory G. Weaver Age: 71 | | Chair of the Board of Trustees of GS Trust and GS VIT | | Since 2023 (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). Chair of the Board of Trustees—Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust. | | 102 | | Verizon Communications Inc. |
913
| | | | | | | | | | | Name, Address and
Age1 | | Position(s) Held with the GS Trust II,
the GSETF Trust,
the MLP Fund
and/or the Real
Estate FundFunds | | Term of Office and Length of Time Served2 | | Principal Occupation(s) During Past 5 Years | | Number of Portfolios in Fund
Fund Complex Overseen by Trustee32 | | Other Directorships Held by Trustee43 | Paul C. Wirth Age: 65 | | Trustee of GS Trust and GS VIT | | Since 2022 | | Mr. Wirth is retired. He is Executive Advisor, My Next Season LLC (a career transition advisory firm) (2023–present). Formerly, he was Deputy Chief Financial Officer and Principal Accounting Officer (2011–2020); Finance Director and Principal Accounting Officer (2010–2011); and Managing Director, Global Controller, and Chief Accounting Officer (2005–2010) of Morgan Stanley. Chairman of the Board of Trustees—
Trustee—Goldman Sachs ETF Trust; Goldman Sachs MLP and Energy Renaissance Fund; Goldman Sachs Credit Income Fund;Trust and Goldman Sachs Real Estate Diversified Income Fund.Variable Insurance Trust. | | 102 | | None | | Interested Trustee | | | | | | | LindaJames A. LangMcNamara*
Age: 6360 | | President and Trustee of
Goldman Sachs
ETF GSETF Trust,
Goldman Sachs
MLP and
Energy
Renaissance
Fund and
Goldman Sachs GSETF Trust II, Real Estate
Diversified
Income Fund, GS Trust, GS Trust II and GS VIT | | Since 2016 (Goldman Sachs ETF2007 (GS Trust and Goldman Sachs MLP and Energy Renaissance Fund)GS VIT); Since inception (Goldman Sachs Real Estate Diversified Income Fund) | | Ms. Lang is retired. She was formerly Chair of the Board of Directors, (2016–2019) and Member of the Board of Directors, WD-40 Company (a global consumer products company) (2004–2019); Chairman and Chief Executive Officer (2005–2014); and Director, President and Chief Operating Officer, Jack in the Box, Inc. (a restaurant company) (2003–2005). Previously, Ms. Lang served as an Advisory Board Member of Goldman Sachs MLP and Energy Renaissance Fund (February 2016– March 2016).
Trustee—Goldman Sachs ETF Trust; Goldman Sachs MLP and Energy Renaissance Fund; Goldman Sachs Credit Income Fund; and Goldman Sachs Real Estate Diversified Income Fund.
| | 42 | | None | | | | | | | Michael Latham
Age: 56
| | Trustee of
Goldman Sachs
ETF Trust,
Goldman Sachs
MLP and
Energy
Renaissance
Fund and
Goldman Sachs
Real Estate
Diversified
Income Fund | | Since 2015 (Goldman Sachs ETF Trust and Goldman Sachs MLP and Energy Renaissance Fund);
Since inception (Goldman Sachs Real Estate Diversified Income Fund)
| | Mr. Latham is retired. He currently serves as Chief Operating Officer and Director of FinTech Evolution Acquisition Group (a special purpose acquisition company) (2021-Present). Formerly, Mr. Latham held senior management positions with the iShares exchange-traded fund business, including Chairman (2011–2014); Global Head (2010–2011); U.S. Head (2007–2010); and Chief Operating Officer (2003–2007). | | 42 | | FinTech
Evolution
Acquisition
Group (a
special
purpose
acquisition
company) |
10
| | | | | | | | | | | Name,
Address and
Age 1
| | Position(s) Held with
the GS Trust II,
the GSETF Trust,
the MLP Fund
and/or the Real
Estate Fund | | Term of Office and
Length of Time
Served 2
| | Principal Occupation(s)
During Past 5 Years
| | Number of
Portfolios in
Fund Complex
Overseen by
Trustee 3 | | Other
Directorships
Held by
Trustee 4 | | | | | | | Trustee—Goldman Sachs ETF Trust; Goldman Sachs MLP and Energy Renaissance Fund; Goldman Sachs Credit Income Fund; and Goldman Sachs Real Estate Diversified Income Fund. | | | | | | | | | | Interested Trustee
| | | | | | | | | James A. McNamara* Age: 58 | | President and
Trustee of
Goldman Sachs
Trust II,
Goldman Sachs
ETF Trust,
Goldman Sachs
MLP and
Energy
Renaissance
Fund and
Goldman Sachs
Real Estate
Diversified
Income Fund | | Since 2012 (Goldman Sachs(GS Trust II); Since 2014 (Goldman Sachs ETF(GSETF Trust); Since 2021 (GSETF Trust and Goldman Sachs MLP and Energy Renaissance Fund)II); Since inception (Goldman Sachs Real(Real Estate Diversified Income Fund) | | Advisory Director, Goldman Sachs (January 2018–Present); Managing Director, Goldman Sachs (January 2000–December 2017); 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 and Trustee—Goldman Sachs ETF Trust; Goldman Sachs Trust; Goldman Sachs Variable Insurance Trust; Goldman Sachs Trust II; Goldman Sachs MLP and Energy Renaissance Fund; Goldman Sachs ETF Trust; Goldman Sachs ETF Trust II; Goldman Sachs Credit Income Fund; and Goldman Sachs Real Estate Diversified Income Fund. | | 169192 | | None |
* | Mr. McNamara is considered to be an “Interested Trustee” because he holds positions with Goldman Sachs and owns securities issued by The Goldman Sachs Group, Inc. Mr. McNamara 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. |
2 | For the MLP Fund, after a Trustee’s initial term, each Trustee is eligible to serve for successive three-year terms concurrent with the class of Trustees in which he or she serves, subject to such policies as may be adopted by the Board from time-to-time.
|
Class I Trustees currently serves a three-year term ending in 2022.
Class II Trustees currently serve a three-year term ending in 2023.
Class III Trustee currently serves a three-year term ending in 2021.
3 | The Goldman Sachs Fund Complex includes certain other companies listed above for each respective Trustee. As of September 22, 2021, Goldman Sachs5, 2023, GSETF Trust II consisted of 1867 portfolios (16(32 of which offered shares to the public); Goldman Sachs ETFGSETF Trust II consisted of 382 portfolios (22(1 of which offered shares to the public); Goldman SachsGS Trust consisted of 9287 portfolios; GS Trust II consisted of 18 portfolios (90(7 of which offered shares to the public); Goldman Sachs Variable Insurance TrustGS VIT consisted of 1715 portfolios (13(11 of which offered shares to the public); and Goldman Sachs Credit Income Fund, Goldman Sachs MLP and Energy Renaissance Fund Goldman Sachs Credit Income Fund and Goldman Sachs Real Estate Diversified Income Fund each consisted of one portfolio. Goldman Sachs Credit |
11
| Income Fund did not offer shares to the public. The Goldman Sachs Fund Complex also includes an entity organized as a Delaware statutory trust, which has not commenced operations. |
14
43 | This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e., “public companies”) or other investment companies registered under the Act. |
The significance or relevance of a Nominee’s particular experience, qualifications, attributes and/or skills is considered by the Boards on an individual basis. Experience, qualifications, attributes and/or skills common to all Nominees include the ability to critically review, evaluate and discuss information provided to them and to interact effectively with the other Trustees and with representatives of the investment advisers and sub-advisers and their affiliates, other service providers, legal counsel and the Funds’ independent registered public accounting firm, the capacity to address financial and legal issues and exercise reasonable business judgment, and a commitment to the representation of the interests of the Funds and their Shareholders. The Governance and Nominating Committees’ charters contain certain other factors that are considered by the Governance and Nominating Committees in identifying and evaluating potential nominees to serve as Independent Trustees. Based on each Nominee’s experience, qualifications, attributes and/or skills, considered individually and with respect to the experience, qualifications, attributes and/or skills of other Nominees, the Boards have each concluded that each Nominee should serve as a Trustee. Below is a brief discussion of the experience, qualifications, attributes and/or skills of each individual Nominee as of September 22, 20215, 2023 that led the Boards to conclude that such individual should serve as a Trustee. Cheryl K. Beebe. Ms. Beebe has served as a Trustee of the Goldman SachsGS Trust II since 2015 and Chair of the Board of Trustees since 2017.2017 and the GSETF Trust, GSETF Trust II and Real Estate Fund since 2021 and Chair of the Board of Trustees since 2021. Ms. Beebe is retired. She is a member of the Board of Directors of Packaging Corporation of America, a producer of container board, where she serves as Chair of the Audit Committee. She is also a member of the Board of Directors of The Mosaic Company, a producer of phosphate and potash fertilizer, and serves as Chair of the Audit Committee. In addition, Ms. Beebe is a member of the Board of Directors of HanesBrands Inc., a multinational clothing company. In addition, Ms. BeebeFurther, she serves on the Board of Trustees of Fairleigh Dickinson University, where she is Chair of the Governance Committee. SheMs. Beebe was a member of the Board of Directors of Convergys Corporation, a global leader in customer experience outsourcing, where she served as Chair of the Audit Committee. Previously, she held several senior management positions at Ingredion, Inc. (formerly Corn Products International, Inc.), a leading global ingredient solutions company. Ms. Beebe also worked at Ingredion, Inc. and predecessor companies for 34 years, most recently as Executive Vice President and Chief Financial Officer. In that capacity, she was responsible for overseeing the company’s controller, treasury, tax, investor relations, internal audit, financial planning, corporate communications and global supply chain functions. Based on the foregoing, Ms. Beebe is experienced with financial, accounting and investment matters. Dwight L. Bush. The Honorable Dwight Bush has served as a Trustee of the GS Trust and GS VIT since 2020. He also serves as President and CEO of D.L. Bush & Associates, a financial advisory and private investment firm, and Director of MoneyLion, Inc., an operator of a data-driven, digital financial platform. From 2014 to 2017, The Honorable Dwight Bush served as U.S. Ambassador to the Kingdom of Morocco. Prior to his service as U.S. Ambassador, he established and served as CEO of Urban Trust Bank and UTB Education Finance, LLC, an integrated provider of education credit services. The Honorable Dwight Bush was previously Vice President of Corporate Development for SLM Corporation (commonly known as Sallie Mae). Formerly, he served as a member of the Board of Directors of Santander Bank, N.A., JER Investors Trust, a specialty real estate finance company, and as Vice Chairman of the Board of Directors of CASI Pharmaceuticals (formerly Entremed, Inc.) where he was Chairman of the Audit Committee. The Honorable Dwight Bush also serves as a member of the Board of Directors for several philanthropic organizations, including the Middle East Investment Initiative and the Meridian International Center, and has served on the executive committee of Cornell University. He previously served on the Trust’s Advisory Board. Based on the foregoing, The Honorable Dwight Bush is experienced with financial and investment matters. Kathryn A. Cassidy. Ms. Cassidy has served as a Trustee of the GS Trust and GS VIT since 2015. Ms. Cassidy has been designated as the Board’s “audit committee financial expert” given her extensive accounting and finance experience. She is a member of the Board of Directors for Vertical Aerospace Ltd., a 15
publicly-traded aerospace and technology company, where she serves as Chair of the Audit Committee. Previously, Ms. Cassidy held several senior management positions at General Electric Company (“GE”) and General Electric Capital Corporation (“GECapital”) and its subsidiaries, where she worked for 35 years, most recently as Advisor to the Chairman of GECapital and Senior Vice President and Treasurer of GE and GECapital. As Senior Vice President and Treasurer, Ms. Cassidy led capital markets and treasury matters of multiple initial public offerings. Ms. Cassidy was responsible for managing global treasury operations, including global funding, hedging, derivative accounting and execution, cash and liquidity management, cash operations and treasury services, and global regulatory compliance and reporting for liquidity, derivatives, market risk and counterparty credit risk. Formerly, Ms. Cassidy served as a Director of buildOn, a not-for-profit organization, where she served as Chair of the Finance Committee. Based on the foregoing, Ms. Cassidy is experienced with financial and investment matters. John G. Chou. Mr. Chou has served as a Trustee of the GS Trust and GS VIT since 2022. Mr. Chou is retired. Formerly, he held several executive and senior management positions at Cencora, Inc. (“Cencora”) (formerly AmerisourceBergen Corporation) from 2002-2022, including Executive Vice President and Special Advisor to the Chairman and Chief Executive Officer, Executive Vice President and Chief Legal Officer, Executive Vice President and Chief Legal & Business Officer, and Executive Vice President and General Counsel. As Executive Vice President and Chief Legal Officer, Mr. Chou was responsible for managing Cencora’s legal, regulatory, quality, privacy, global business resilience and enterprise risk management functions, among others. In addition, he previously held senior legal positions at Cigna Corporation, ARCO Chemical Europe, and Arco Chemical Company, and also practiced law at various law firms, including most recently as a member of Eckert Seamens Cherin & Mellott, LLC. Mr. Chou currently serves as the President of the Board of Trustees of Episcopal Community Services and as a member of the Board of Directors of the Committee of Seventy. Based on the foregoing, Mr. Chou is experienced with financial and investment matters. Joaquin Delgado. Dr. Delgado has served as a Trustee of the GS Trust and GS VIT since 2020. Dr. Delgado is a member of the Board of Directors for Stepan Company, a publicly-traded specialty chemical manufacturer. Previously, Dr. Delgado was a member of the Board of Directors for Hexion Inc., a privately held specialty chemical manufacturer, and held several senior management positions at 3M Company, where he worked for over 30 years, most recently as Executive Vice President of 3M Company’s Consumer Business Group. As Executive Vice President, Vice President, and General Manager at 3M Company, Dr. Delgado directed mergers and acquisitions worldwide, and was responsible for managing global operations in specialized markets such as semiconductors, consumer electronics, communications, medical and office supplies and software. Dr. Delgado also serves as a member of the Board of Directors of Ballet Austin, a not-for-profit organization. Additionally, he formerly served as a member of the Board of Directors of MacPhail Center for Music, a not-for-profit organization. Dr. Delgado previously served on the Trust’s Advisory Board. Based on the foregoing, Dr. Delgado is experienced with financial and investment matters. Eileen H. Dowling. Ms. Dowling has served as a Trustee of the GS Trust and GS VIT since 2021. Ms. Dowling worked at BlackRock for over 10 years, where she was a Managing Director and, most recently, a Senior Advisor. While at BlackRock, Ms. Dowling held several senior management positions responsible for clients, investment products and marketing, including Global Head of Consultant Relations, Global Head of Multinationals, Global Head of the Institutional Product Group and Global Head of Institutional Marketing. She also was a member of BlackRock’s Global Operating Committee and Product Executive Committee. From 2007-2011, Ms. Dowling was a Managing Director and Global Head of Marketing at Credit Suisse Asset Management. Prior to that, over an 18-year period at Merrill Lynch, Ms. Dowling served in several roles in Investment Banking, Capital Markets and Research. Ms. Dowling currently serves as a Member of the Advisory Board and Finance Committee of New York University’s Glucksman Ireland House. Based on the foregoing, Ms. Dowling is experienced with investment, financial and accounting matters. Lawrence Hughes. Mr. Hughes has served as a Trustee of the Goldman SachsGS Trust II since 2016.2016 and the GSETF Trust, GSETF Trust II and Real Estate Fund since 2021. Mr. Hughes is retired. Mr. Hughes is a member of the Board of Directors of Ellis Memorial and Eldredge House, a not-for-profit organization and previously served as Chairman. Previously, he held several senior 16
management positions at BNY Mellon Wealth Management, a division of The Bank of New York Mellon Corporation that provides wealth planning, investment management and banking services to individuals, families, family offices and charitable gift programs through a nationwide network of offices. Mr. Hughes worked at BNY Mellon Wealth Management for 24 years, most recently as Chief Executive Officer. In that capacity, he was ultimately responsible for the division’s operations and played an active role in multiple acquisitions. Based on the foregoing, Mr. Hughes is experienced with financial and investment matters. John F. Killian. Mr. Killian has served as a Trustee of the Goldman SachsGS Trust II since 2015.2015 and the GSETF Trust, GSETF Trust II and Real Estate Fund since 2021. Mr. Killian has been designated as the Board’s “audit committee financial expert” given his extensive accounting and finance experience. Mr. Killian is retired. Mr. Killian is a member of the Board of Directors of Consolidated Edison, Inc., a utility holding company, where he serves as Chair of the Audit Committee and as a member of the Audit, Corporate Governance and Nominating, and Management Development and Compensation Committees. He is alsoFormerly, he was a member of the Board of Directors of Houghton Mifflin Harcourt Publishing Company, where he servesserved as Chair of the Audit Committee and a member of the Compensation Committee. Previously, Mr. Killian worked for 31 years at 12
Verizon Communications, Inc. and predecessor companies, most recently as Executive Vice President and Chief Financial Officer. Based on the foregoing, Mr. Killian is experienced with accounting, financial and investment matters. Steven D. Krichmar. Mr. Krichmar has served as a Trustee of the Goldman SachsGS Trust II since 2018.2018 and the GSETF Trust, GSETF Trust II and Real Estate Fund since 2021. Mr. Krichmar is retired. He previously worked for fifteen years at Putnam Investments, LLC, a financial services company. Most recently, he served as Chief of Operations and a member of the Operating Committee of Putnam Investments, LLC. He was also involved in the governance of The Putnam Funds, serving as Principal Financial Officer. Before joining Putnam, Mr. Krichmar worked for PricewaterhouseCoopers LLP and its predecessor company for 20 years, most recently as Audit Partner and Investment Management Industry Leader (Assurance) for the northeast U.S. region. Currently, Mr. Krichmar is a member of the Board of Trustees of Boston Children’s Hospital, where he serves as Chairman of the Audit & Compliance Committee, the Co-Chairman of the Finance Committee, a member of the Executive Committee and the Technology and Innovation Committee, and a member of the Physicians’ Organization Board. He is also a member of the Board of Directors and Audit Committee of The Risk Management Foundation of the Harvard Medical Institutions, a member of the Subscribers Advisory Committee of CRICO (A Reciprocal Risk Retention Group), a member of the Board of Trustees of Boys & Girls Clubs of Boston, a member of the Board of Directors of the Combined Jewish Philanthropies, where he serves as Chairman of the Governance & Nominating Committee, and a member of the Board of Advisors of the University of North Carolina Kenan-Flagler Business School, where he serves as a member of the Nominating & Governance Committee.School. Based on the foregoing, Mr. Krichmar is experienced with accounting, financial and investment matters. Michael Latham. Mr. Latham has served as a Trustee of the GSETF Trust since 2015, the GSETF Trust II and GS Trust II since 2021 and the Real Estate Fund since inception. Mr. Latham is retired. Previously, Mr. Latham held several senior management positions for 15 years with the iShares exchange-traded fund business owned by BlackRock, Inc. and previously owned by Barclays Global Investors, most recently as Chairman and Global Head of the business. In that capacity he was one of the lead executives responsible for the growth of the business. He was also involved in governance of the iShares funds, serving initially as Principal Financial Officer and later as President and Principal Executive Officer and a member of the Board of Directors. Mr. Latham is a certified public accountant, and before joining Barclays Global Investors, he worked at Ernst and Young for over five years. Based on the foregoing, Mr. Latham is experienced with accounting, financial and investment matters. Lawrence W. Stranghoener. Mr. Stranghoener has served as a Trustee of the Goldman Sachs ETFGSETF Trust and as a Class III Trustee of the Goldman Sachs MLP and Energy Renaissance Fund since 2015, the GSETF Trust II and as Chairman ofGS Trust II since 2021 and the Board of Trustees since 2017. Mr. Stranghoener has served as a Trustee and Chairman of the Board of Trustees of the Goldman Sachs Real Estate Diversified Income Fund since its inception. Mr. Stranghoener is retired. Mr. Stranghoener is Chairman of the Board of Directors of Kennametal, Inc., a global manufacturer and distributor of tooling and industrial materials. Previously, he was a member of the Board of Directors of Aleris Corporation and Aleris International, Inc., which provided aluminum rolled products and extrusions, aluminum 17
recycling, and specification alloy production, where he served as Chair of the Audit Committee and also served on the Compensation Committee. Mr. Stranghoener also held several senior management positions at Mosaic Company, a fertilizer manufacturing company, where he worked for 10 years, most recently as Interim Chief Executive Officer, Executive Vice President and Chief Financial Officer. As Executive Vice President and Chief Financial Officer at Mosaic Company, Mr. Stranghoener implemented public company processes, policies and performance standards to transition the company from private to public ownership and oversaw the company’s controller, treasury, tax, investor relations, strategy and business development, and internal audit functions. He also led the integration of Mosaic Company with IMC Global, Inc. during their merger. Previously, Mr. Stranghoener served for three years as Executive Vice President and Chief Financial Officer for Thrivent Financial, a non-profit, financial services organization and Techies.com, an internet-based professional services company. Mr. Stranghoener also held several senior management positions at Honeywell International, Inc. where he worked for 17 years, most recently as Vice President and Chief Financial Officer. Based on the foregoing, Mr. Stranghoener is experienced with financial and investment matters. Linda A. Lang.Gregory G. Weaver. Ms. LangMr. Weaver has served as a Trustee of the Goldman Sachs ETFGS Trust and as a Class II Trustee of the Goldman Sachs MLPGS VIT since 2015 and Energy Renaissance Fund since 2016. Ms. Lang has served as a Trustee of the Goldman Sachs Real Estate Diversified Income Fund since its inception. Ms. Lang is retired. Ms. Lang was formerly Chair of the Board since 2023. Mr. Weaver also serves as a Director of Directors of WD-40 Company, a global consumer products company, where she served on the Compensation and Finance Committees. Ms. Lang also previously held several senior management positions at Jack in the Box,Verizon Communications Inc., where he serves as Chair of the Audit Committee. Previously, Mr. Weaver was a restaurant company listed on The NASDAQ Stock Market, where she workedpartner with Deloitte & Touche LLP for 30 years, most recentlyyears. He was the firm’s first chairman and chief executive officer from 2001–2005, and was elected to serve a second term (2012–2014). While serving as Chairman and Chief Executive Officer. Over that time, she was involved inchairman at Deloitte & Touche LLP, Mr. Weaver led the areas of strategic planning, capital structure and deployment,audit and enterprise risk management. Based on the foregoing, Ms. Lang is experienced with financialservices practice, overseeing all operations, strategic positioning, audit quality, and investmenttalent matters.
13
Michael Latham. Mr. Latham hasWeaver also served as a Trustee of the Goldman Sachs ETF Trust and as a Class I Trustee of the Goldman Sachs MLP and Energy Renaissance Fund since 2015. Ms. Lang has served as a Trustee of the Goldman Sachs Real Estate Diversified Income Fund since its inception. Mr. Latham is retired. Mr. Latham has been designated as the Board’s “audit committee financial expert” given his extensive accounting and finance experience. He currently serves as Chief Operating Officer and Director of FinTech Evolution Acquisition Group, a special purpose acquisition company established for the purpose of completing a business combination with a private company. Previously, Mr. Latham held several senior management positions for 15 years with the iShares exchange-traded fund business owned by BlackRock, Inc. and previously owned by Barclays Global Investors, most recently as Chairman and Global Head of the business. In that capacity he was one of the lead executives responsible for the growth of the business. He was also involved in governance of the iShares funds, serving initially as Principal Financial Officer and later as President and Principal Executive Officer and a member of the firm’s Board of Directors.Directors for six years where he served on the Governance Committee and Partner Earnings and Benefits Committee and was chairman of the Elected Leaders Committee and Strategic Investment Committee. Mr. LathamWeaver is also a certified public accountant,Board member and before joining Barclays Global Investors, he worked at ErnstAudit Committee chair of the YMCA of Westfield, New Jersey. Mr. Weaver has also served as President of the Council of Boy Scouts of America in Long Rivers, Connecticut, President of A Better Chance in Glastonbury, Connecticut, as a member of the Financial Accounting Standards Advisory Council and Young for over five years.as a board member of the Stan Ross Department of Accountancy, Baruch College. Based on the foregoing, Mr. LathamWeaver is experienced with accounting, financial and investment matters.
Paul C. Wirth. Mr. Wirth has served as a Trustee of the GS Trust and GS VIT since 2022. Mr. Wirth is an Executive Advisor with My Next Season LLC, a career transition advisory firm. Previously, Mr. Wirth held various senior management positions at Morgan Stanley, where he worked for over 15 years. While with Morgan Stanley, Mr. Wirth served as Deputy Chief Financial Officer and Principal Accounting Officer, Finance Director and Principal Accounting Officer, and Managing Director, Global Controller and Chief Accounting Officer. He also was a member of Morgan Stanley’s Management Committee and Risk Committee. Prior to Morgan Stanley, Mr. Wirth held senior positions at Credit Suisse First Boston, Deloitte & Touche LLP, and KPMG LLP. Mr. Wirth served as a member of the Board of Directors of certain Morgan Stanley subsidiaries, including Morgan Stanley Europe Holding SE, where he also served as Audit Committee Chairman. He is also a member of the St. John’s University Board of Governors since October 2020 and was previously a member of the Peter J. Tobin College of Business Board of Trustees from 2011 to 2017. Mr. Wirth serves as a member of the Board of Advisors for the ARC of Essex County, a not-for-profit organization. He also has served on the Board of Trustees of the Financial Accounting Foundation. Mr. Wirth is a certified public accountant. Based on the foregoing, Mr. Wirth is experienced with accounting, financial and investment matters. 1418
Additional Information about the Boards and the Nominees The Boards’ Leadership Structure The business and affairs of the Funds are managed under the direction of the respective Boards, subject to the laws of the State of Delaware and the applicable Declaration of Trust. Each Board is responsible for deciding matters of overall policy and reviewing the actions of the applicable Funds’ service providers. The officers of the Funds conduct and supervise the Funds’ daily business operations. Trustees who are not deemed to be “interested persons” of the Fund(s) under their oversight as defined in the 1940 Act are referred to as “Independent Trustees.” Trustees who are deemed to be “interested persons” of the Fund(s) under their oversight are referred to as “Interested Trustees.” The Board of each of the GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II is currently composed of foursix Independent Trustees and one Interested Trustee. The Board of each of the GS ETF Trust the MLP Fund and the Real Estate FundGS VIT is currently composed of threeseven Independent Trustees and one Interested Trustee. Each Board has selected an Independent Trustee to act as Chair, whose duties include presiding at meetings of the Board and acting as a focal point to address significant issues that may arise between regularly scheduled Board and Committee meetings. In the performance of the Chair’s duties, the Chair will consult with the other Independent Trustees and the Funds’ officers and legal counsel, as appropriate. The Chair may perform other functions as requested by his or her BoardBoards from time to time. The Boards meet as often as necessary to discharge their responsibilities. Currently, the Board of each Boardof the GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II conducts regular meetings at least fourfive times a year and the Board of each of the GS Trust and GS VIT conducts regular meetings at least six times a year, and each Board holds special meetings as necessary to address specific issues that require attention prior to the next regularly scheduled meeting. In addition, the Independent Trustees of each Board meet at least annually to review, among other things, investment management agreements and sub-advisory agreements, as applicable, distribution and/or service plans and related agreements, transfer agency agreements and certain other agreements providing for the compensation of Goldman Sachs and/or its affiliates by the Fund(s) under their oversight, and to consider such other matters as they deem appropriate. EachThe Board of each of the GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II has established five standing committees – Audit, Governance and Nominating, Compliance, Board Valuation and Contract Review Committees. The Board of each of the GS Trust and GS VIT has established four standing committees – Audit, Governance and Nominating, Compliance and Risk Oversight and Contract Review Committees. Each Board may establish other committees, or nominate one or more Trustees to examine particular issues related to such Board’s oversight responsibilities, from time to time. Each Committee meets periodically to perform its delegated oversight functions and reports its findings and recommendations to its Board.
The Trustees of each Board have determined that the leadership structure of their Board is appropriate because it allows the Trustees to effectively perform their oversight responsibilities. Standing Board Committees Audit Committee With respect to the GS Trust II, the GSETF Trust and the Real Estate Fund, eachEach Audit Committee oversees the audit process and provides assistance to its Board with respect to fund accounting, tax compliance and financial statement matters. In performing its responsibilities, each Audit Committee selects and recommends annually to its Board an independent registered public accounting firm to audit the books and records of the Fund(s) under its oversight for the ensuing year, and reviews with the firm the scope and results of each audit. All of the Independent Trustees of each Board serve on the Audit Committee of such Board. Mr. Killian serves as Chair of the Audit Committee and the Board’s “audit committee financial expert” of the GS Trust II and Mr. Latham serves as Chair of the Audit Committee and the Board’s “audit committee financial expert” of each of the GSETF Trust, and theGSETF Trust II, Real Estate Fund.
With respect to the MLP Fund the Audit Committee oversees the audit process and provides assistance to the Board in fulfilling its responsibilities in overseeing financial reporting. The Audit Committee also assists its Board with the oversight of the Fund’s compliance with regulatory requirements that relate to the Fund’s
15
accountingGS Trust II and financial reporting, internal control over financial reporting and independent audits. The Committee has been established by and among the Trustees for the purpose of, among other things, assisting the Board with oversight of (1) the integrity of the Fund’s financial statements, (2) the Fund’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence (in connection with evaluation and selection of the independent auditor), (4) the performance of the Fund’s internal audit function and independent auditor, and (5) preparationMs. Cassidy serves as Chair of the Audit Committee report required to be included inand the Fund’s proxy statement. All of the Independent Trustees serve on the Audit Committee, and Mr. Latham serves as the Chair of the Audit Committee. None of the members of the Audit Committee has any relationship to the Fund that may interfere with the exercise of his or her independence from management or the Fund, and each is independent as defined under the listing standards of the New York Stock Exchange (“NYSE”) applicable to closed-end funds. Mr. Latham serves as the Board’s “audit committee financial expert.”expert” of each of the GS Trust and GS VIT.
19
Each Audit Committee acts according to its Audit Committee charter, acharter. A copy of whichthe GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II Audit Committee charter is attached hereto asAppendix A. Report by the Audit Committee of the Goldman Sachs MLP and Energy Renaissance Fund
The Audit Committee has: (a) reviewed and discussed the Fund’s audited financial statements with the management of the Fund; (b) discussed with the independent auditor the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; and (c) received the written disclosures and the letter from the independent auditor required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence, and has discussed with the independent auditor the auditor’s independence.
The members of the Audit Committee are not, and do not represent themselves to be, professionally engaged in the practice of auditing or accounting and are not employed by the Fund for accounting, financial management or internal control purposes. Moreover, the Audit Committee relies on and makes no independent verification of the facts presented to it or representations made by management or the Fund’s independent auditor. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and/or financial reporting principles and policies, or internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not provide assurance that the audit of the Fund’s financial statements has been carried out in accordance with the standards of the PCAOB or that the financial statements are presented in accordance with generally accepted accounting principles.
Based on its consideration of the audited financial statements and the discussions referred to above with management and the Fund’s independent auditor, and subject to the limitations on the responsibilities and role of the Audit Committee set forth in the charter and those discussed above, the Audit Committee of the Fund recommended to the Board that the Fund’s audited financial statements be included in the Fund’s Annual Report for the fiscal year ended November 30, 2020.
SUBMITTED BY THE AUDIT COMMITTEE OF THE FUND’S BOARD OF TRUSTEES
Linda A. Lang
Michael Latham
Lawrence W. Stranghoener
Governance and Nominating Committee With respect to the GS Trust II, the GSETF Trust and the Real Estate Fund, eachEach Governance and Nominating Committee has been established to: (i) assist its Board in matters involving mutual fund governance, which includes making recommendations to its Board with respect to the effectiveness of the Board in carrying
16
out its responsibilities in governing the Fund(s) under its oversight and overseeing its management; (ii) select and nominate candidates for appointment or election to serve as Independent Trustees; and (iii) advise its Board on ways to improve its effectiveness. All of the Independent Trustees of each Board serve on the Governance and Nominating Committee of such Board. As stated above, each Trustee holds office for an indefinite term until the occurrence of certain events. In filling Board vacancies, each Governance and Nominating Committee will consider nominees recommended by shareholders. Nominee recommendations should be submitted to GS Trust II, the GSETF Trust and the Real Estate Fund,Funds, as applicable, at its mailing address stated in the Funds’ ProspectusProspectuses and should be directed to the attention of the Governance and Nominating Committee. With respect to the MLP Fund, the Governance and Nominating Committee has been established to: (i) assist the Board in matters involving fund governance and industry best practices; (ii) with respect to the selection and nomination of Independent Trustees, satisfying certain regulatory requirements adopted by the SEC; and (iii) advise the Board from time to time on ways to improve its effectiveness. All of the Independent Trustees serve on the Governance and Nominating Committee. In connection with the selection and nomination of candidates to the Board, the Governance and Nominating Committee evaluates the qualifications of candidates for Board membership and their independence from the Fund’s investment adviser and other principal service providers. Persons selected as Independent Trustee candidates must be independent under the provisions of the 1940 Act. In this regard, with respect to the Independent Trustee Nominee, the Governance and Nominating Committee considers the effect of any relationships beyond those delineated in the 1940 Act that might impair independence (for example, business, financial or family relationships with the investment adviser or other service providers). Without limiting the foregoing, the Governance and Nominating Committee considers, among other criteria, a candidate’s: (i) experience in business, financial or investment matters or in other fields of endeavor; (ii) financial literacy and/or whether he or she is an “audit committee financial expert” as defined in Item 3 of Form N-CSR; (iii) reputation; (iv) ability to attend scheduled Board and committee meetings; (v) general availability to attend to Board business on short notice; (vi) actual or potential business, family or other conflicts bearing on either the candidate’s independence or the business of the Fund; (vii) length of potential service; (viii) commitment to the representation of the interests of the Fund and its shareholders; (ix) commitment to maintaining and improving Trustee skills and education; and (x) experience in corporate governance and best business practices. The Governance and Nominating Committee will also consider the diversity of the Board’s composition as part of the selection and nomination process. In considering the selection and nomination of the Independent Trustee candidate, it is expected that the Governance and Nominating Committee will consult with the Interested Trustee of the Fund and such other persons as the Governance and Nominating Committee deems appropriate. While the Governance and Nominating Committee is solely responsible for the selection and nomination of the Fund’s Trustees, the Governance and Nominating Committee shall review and consider nominations for the office of Trustee made by management and by Fund shareholders who have sent nominations (which includes the information required by the Fund’s By-Laws) to the Secretary of the Fund, as the Trustees deem appropriate. Nominee recommendations should be submitted to the Fund at its mailing address stated in the Fund’s prospectus and should be directed to the attention of the Fund’s Governance and Nominating Committee. The Fund will furnish, without charge, a copy of its By-Laws to any Shareholder requesting such By-Laws. Requests for the Fund’s By-Laws should be made in writing to the Fund, c/o Goldman Sachs Funds, Attention: Shareholder Services Media Support, 71 South Wacker Drive, Suite 1200 Chicago, IL 60606.
Each Governance and Nominating Committee acts according to its Governance and Nominating Committee charter, a copy of which is attached hereto asAppendix B. Compliance Committee (GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II) EachThe Compliance Committee of each of the GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II has been established for the purpose of overseeing the compliance processes: (i) of the Fund(s) under its oversight;; and (ii) insofar as they relate to services provided to the Fund(s) under its oversight,, of the investmentFund’s Investment Adviser, distributor,Distributor, administrator (if any), and transfer agent of such Fund(s),
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Transfer Agent, except that compliance processes relating to the accounting and financial reporting processes, and certain related matters, are overseen by the Audit Committee. In addition, eachthe Compliance Committee provides assistance to its full Board with respect to compliance matters. All of the Independent Trustees of each Board of the GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II serve on the Compliance Committee of such Board. ValuationCompliance and Risk Oversight Committee (GS Trust and GS VIT)
EachThe Compliance and Risk Oversight Committee of each of the GS Trust and GS VIT has been established for the purpose of overseeing the compliance processes: (i) of the Funds; (ii) the adequacy and effectiveness of the Trusts’ risk management processes; and (iii) insofar as they relate to services provided to the Funds, any investment adviser, sub-adviser, principal underwriter, administrator, and transfer agent to each Fund, except that compliance processes relating to the accounting and financial reporting processes, and certain related matters, are overseen by the Audit Committee. The Compliance and Risk Oversight Committee also oversees the risk management processes administered by management of the Funds and relevant service providers to the Funds including, among other areas investment risk, which includes market, liquidity, counterparty and credit risk, operational risk (including information technology), derivatives risk and other applicable risk areas that are under the purview of the Goldman Sachs Asset Management Global Risk Management group that relate to the Funds. In addition, the Compliance and Risk Oversight Committee provides assistance to its full Board with respect to compliance matters. All of the Independent Trustees of each Board of the GS Trust and GS VIT serve on the Compliance and Risk Oversight Committee of such Board.
Board Valuation Committee is authorized to act(GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II) The Board Valuation Committee of each of the GSETF Trust, GSETF Trust II, Real Estate Fund and GS Trust II has been established for its Board in connection withthe purpose of reviewing valuation matters requiring prompt notification from the valuation of portfolio securities held by the Fund(s) under its oversightdesignee in accordance with the applicablevaluation procedures approved by the Trustees. The Board Valuation Procedures. Mr. McNamara and Joseph F. DiMaria, the Funds’ Treasurer, Principal Financial Officer and Principal Accounting Officer, serve on each Valuation Committee.Committee does not have regular, standing meetings.
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Contract Review Committee Each Contract Review Committee has been established for the purpose of overseeing the processes of its Board for reviewing and monitoring performance under the investment management and sub-advisory (as applicable), distribution, transfer agency, and certain other agreements with the investment Adviser of the Fund(s) under its oversight and its affiliates. Each Contract Review Committee is also responsible for overseeing its Board’s processes for considering and reviewing performance under the operation of the distribution, service, shareholder administration and other plans of the Fund(s) under its oversight, and any agreements related to the plans, whether or not such plans and agreements are adopted pursuant to Rule 12b-1 under the 1940 Act. Each Contract Review Committee also provides appropriate assistance to its Board in connection with the Board’s approval, oversight and review of the other service providers including, without limitation, the sub-advisers (as applicable), custodian/fund accounting agent, sub-transfer agents, securities lending agents (as applicable), professional (legal and accounting) firms and printing firms of the Fund(s) under its oversight. All of the Independent Trustees of each Board serve on the Contract Review Committee of such Board. Risk Oversight Each Board is responsible for the oversight of the activities of the Fund(s) under its oversight,, including oversight of risk management. Day-to-day risk management with respect to the Funds is the responsibility of GSAM or other service providers including sub-advisers (depending on the nature of the risk), subject to supervision by GSAM. The risks of the Funds include, but are not limited to, liquidity risk, (except the MLP Fund), investment risk, derivatives risk, compliance risk, manager selection risk, operational risk, reputational risk, credit risk and counterparty risk. Each of GSAM and the other service providers, including sub-advisers, have their own independent interest in risk management and their policies and methods of risk management may differ from the Funds and each other’s in the setting of priorities, the resources available or the effectiveness of relevant controls. As a result, the Boards recognize that it is not possible to identify all of the risks that may affect the Funds or to develop processes and controls to eliminate or mitigate their occurrence or effects, and that some risks are simply beyond the control of the Funds or GSAM, their respective affiliates or other service providers, including sub-advisers. Each Board effectuates its oversight role primarily through regular and special meetings of the Board and Board committees. In certain cases, risk management issues are specifically addressed in reports, presentations and discussions. For example, on an annual basis, GSAM (or personnel from GSAM) will provide the Boards with written reports that address the operation, adequacy and effectiveness of each Fund’s liquidity risk management and derivatives risk management programs, which are generally designed to assess and manage liquidity risk, and for Full Compliance Funds (as defined in Rule 18f-4 under the 1940 Act), derivatives risk. In addition, investment risk is discussed in the context of regular presentations to each Board on Fund strategy and performance. Other types of risk are addressed as part of presentations on related topics (e.g., compliance policies) or in the context of presentations focused specifically on one or more risks. On an annual basis, GSAM will provide the Boards with a written report that addresses the operation, adequacy and effectiveness of the liquidity risk management program with respect to the Open-End Funds, which is designed to assess and manage the Open-End Funds’ liquidity risk. The Boards also receive reports from GSAM management on operational risks, reputational risks and counterparty risks relating to the Funds. 18
Board oversight of risk management is also performed by various Board committees. For example, the Audit Committees meet with both the Funds’ independent registered public accounting firm and GSAM’s internal audit group to review risk controls in place that support the Funds as well as test results, and the Compliance Committees meets with the CCO and representatives of GSAM’s compliance group to review testing results of the Funds’ compliance policies and procedures and other compliance issues. Board oversight of risk is also performed as needed between meetings through communications between the GSAM and each Board. Each Board may, at any time and in its discretion, change the manner in which it conducts risk oversight. Each Board’s oversight role does not make the Board a guarantor of the investments or activities of the Fund(s) under its oversight.activities. 21
Meetings of Trustees and Standing Board Committees The numbers of meetings of the Boards and their Committees held during the Funds’ respective most recent fiscal years are set forth below: | | | | | | | | | | | | | | | | Fiscal Year | | Fiscal Year Ended August 31, 2020 (Goldman Sachs Trust II and Goldman Sachs ETF Trust only)* | | Fiscal Year Ended September 30, 2020 (Goldman Sachs Real Estate Diversified Income Fund only) | | Fiscal Year Ended October 31, 2020 (Goldman Sachs Trust II only)* | | Fiscal Year Ended November 30, 2020 (Goldman Sachs MLP and Energy Renaissance Fund only) | | Fiscal Year Ended March 31, 2023 (GS Trust only) | | Fiscal Year Ended August 31, 2022 (GSETF Trust, GSETF Trust II and GS Trust only) | | Fiscal Year Ended September 30, 2022 (Real Estate Fund only) | | Fiscal Year Ended October 31, 2022 (GS Trust and GS Trust II only) | | Fiscal Year Ended November 30, 2022 (GS Trust only) | | Fiscal Year Ended December 31, 2022 (GSETF Trust, GS Trust and GS VIT only) | | | | | | | | | Board of Trustees Meeting | | 6 (Goldman Sachs Trust II); 8 (Goldman Sachs ETF Trust) | | 8 | | 5 | | 9 | | 6 | | 7 (GSETF Trust and GSETF Trust II); 6 (GS Trust) | | 8 | | 6 (GS Trust); 7 (GS Trust II) | | 6 | | 8 (GSETF Trust); 6 (GS Trust and GS VIT) | | | | | | | | | Audit Committee Meeting | | 4 (Goldman Sachs Trust II); 5 (Goldman Sachs ETF Trust) | | 5 | | 4 | | 6 | | 4 | | 5 (GSETF Trust and GSETF Trust II); 4 (GS Trust) | | 5 | | 4 (GS Trust); 4 (GS Trust II) | | 4 | | 5 (GSETF Trust); 4 (GS Trust and GS VIT) | | | | | | | | | Governance and Nominating Committee Meeting | | 3 (Goldman Sachs Trust II); 3 (Goldman Sachs ETF Trust) | | 4 | | 3 | | 4 | | 3 | | 3 (GSETF Trust and GSETF Trust II); 4 (GS Trust) | | 3 | | 3 (GS Trust); 4 (GS Trust II) | | 3 | | 4 (GSETF Trust); 3 (GS Trust and GS VIT) | Compliance Committee Meeting | | 6 (Goldman Sachs Trust II); 4 (Goldman Sachs ETF Trust) | | 4 | | 5 | | 4 | | Valuation Committee Meeting | | 12 (Goldman Sachs Trust II); 12 (Goldman Sachs ETF Trust) | | 12 | | 12 | | 12 | | | | | | | | | | Compliance Committee Meeting1 | | | 6 | | 5 (GSETF Trust and GSETF Trust II); 6 (GS Trust) | | 5 | | 6 (GS Trust); 5 (GS Trust II) | | 6 | | 5 (GSETF Trust); 6 (GS Trust and GS VIT) | | | | | | | | | Board Valuation Committee Meeting2 | | | N/A | | 0 | | 0 | | 0 | | N/A | | 0 | | | | | | | | | Contract Review Committee Meeting | | 5 (Goldman Sachs Trust II); 2 (Goldman Sachs ETF Trust) | | 2 | | 4 | | 2 | | 2 | | 3 (GSETF Trust and GSETF Trust II); 2 (GS Trust) | | 4 | | 2 (GS Trust); 5 (GS Trust II) | | 2 | | 5 (GSETF Trust); 2 (GS Trust and GS VIT) |
*1 | Certain series ofThe Compliance Committee for the Goldman SachsGS Trust II have an August 31and GS VIT became the “Compliance and Risk Oversight Committee” on April 18, 2023.
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2 | The Board Valuation Committee was established on December 2, 2022 and thus did not meet during the applicable fiscal year end while the other series of the Trust have an October 31 fiscal year end. Each series of the Goldman Sachs ETF Trust has an August 31 fiscal year end.years. |
No Trustee attended fewer than seventy-five percent of the meetings held by his or her Board or by any Committee of which he or she was a member while he or she was a Trustee during the applicable fiscal year. None of the Trustees of the MLP Fund attended the Fund’s 2021 Annual Meeting of Shareholders. 1922
Nominee/Trustee Ownership of Fund Shares The following table shows the dollar range of shares beneficially owned by each Nominee/Trustee in the investment portfolios of the Funds and the Goldman Sachs Fund Complex as of August 23, 2021:July 31, 2023: | | | | | | | Name of Trustee | | Dollar Range of Equity Equity Securities in each Fund 1 | | Aggregate Dollar Range of Equity Securities in All Portfolios in Fund Complex
Complex Overseen By Trustee | | Cheryl K. Beebe | | Goldman Sachs GQG Partners International Opportunities Fund: Over $100,000 | | Over $100,000 | Dwight L. Bush | | Goldman Sachs Mid Cap Value Fund: Over $100,000 Goldman Sachs Large Cap Growth Insights Fund: Over $100,000 Goldman Sachs Small Cap Value Fund: Over $100,000 Goldman Sachs GQG Partners International Opportunities Fund: $50,001-$100,000 Goldman Sachs International Equity Insights Fund: $50,001-$100,000 | | Over $100,000 | Kathryn A. Cassidy | | Goldman Sachs Absolute Return Tracker Fund: $10,001-$50,000 Goldman Sachs Dynamic Municipal Income Fund: $50,001-$100,000 Goldman Sachs Emerging Markets Equity Insights Fund: $10,001-$50,000 Goldman Sachs Financial Square Money Market Fund: $1-$10,000 Goldman Sachs High Yield Fund: Over $100,000 Goldman Sachs Inflation Protected Securities Fund: $50,001-$100,000 Goldman Sachs International Equity Insights Fund: Over $100,000 Goldman Sachs Mid Cap Value Fund: $50,001-$100,000 Goldman Sachs Small Cap Value Fund: $50,001-$100,000 Goldman Sachs Small/Mid Cap Growth Fund: Over $100,000 Goldman Sachs Tactical Tilt Overlay Fund: $10,001-$50,000 Goldman Sachs U.S. Equity Insights Fund: Over $100,000 | | Over $100,000 | John G. Chou | | Goldman Sachs International Equity ESG Fund: Over $100,000 | | Over $100,000 | Joaquin Delgado | | Goldman Sachs Bond Fund: $10,001-$50,000 Goldman Sachs Dynamic Municipal Income Fund: Over $100,000 Goldman Sachs International Equity Insights Fund: Over $100,000 Goldman Sachs International Small Cap Insights Fund: $50,001-$100,000 Goldman Sachs Small Cap Equity Insights Fund: Over $100,000 Goldman Sachs U.S. Equity Insights Fund: Over $100,000 | | Over $100,000 | Eileen H. Dowling | | Goldman Sachs Commodity Strategy Fund: $10,001-$50,000 Goldman Sachs Dynamic Municipal Income Fund: $10,001-$50,000 Goldman Sachs High Yield Floating Rate Fund: $10,001-$50,000 Goldman Sachs High Yield Fund: $10,001-$50,000 Goldman Sachs High Yield Municipal Fund: $10,001-$50,000 Goldman Sachs Inflation Protected Securities Fund: $10,001-$50,000 Goldman Sachs International Equity ESG Fund: $10,001-$50,000 Goldman Sachs International Equity Income Fund: $10,001-$50,000 Goldman Sachs Investor Tax-Exempt Money Market Fund: Over $100,000 Goldman Sachs Managed Futures Strategy Fund: $10,001-$50,000 Goldman Sachs Mid Cap Value Fund: $10,001-$50,000 Goldman Sachs Small/Mid Cap Growth Fund: $10,001-$50,000 Goldman Sachs U.S. Equity ESG Fund: $1-$10,000 | | Over $100,000 | Lawrence Hughes | | Goldman Sachs Equal Weight U.S. Large Cap Equity ETF: Over $100,000 Goldman Sachs GQG Partners International Opportunities Fund: Over $100,000 Goldman Sachs Multi-Manager Alternatives Fund: Over $100,000 | | | Over $100,000 |
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| | | | | Name of Trustee | | Dollar Range of Equity Securities in each Fund | | Aggregate Dollar Range of Equity Securities in All Portfolios in Fund Complex Overseen By Trustee | John F. Killian | | None | | | None | | Steven D. KrichmarGoldman Sachs Financial Square Treasury Obligations Fund: $50,001-$100,000
| | Goldman Sachs GQG Partners International Opportunities Fund: Over $100,000 | | | Over $100,000 | Steven D. Krichmar | | Goldman Sachs GQG Partners International Opportunities Fund: Over $100,000 Goldman Sachs MarketBeta® U.S. Equity ETF: Over $100,000 | | Over $100,000 | Michael Latham | | Goldman Sachs ActiveBeta® International Equity ETF: Over $100,000 | | Over $100,000 | Lawrence W. Stranghoener | | Goldman Sachs ActiveBeta® U.S. Large Cap Equity ETF: Over $100,000 Goldman Sachs ActiveBeta® U.S. Small Cap Equity ETF: Over $100,000 | | Over $100,000 | Gregory G. Weaver | | Goldman Sachs Emerging Markets Equity Fund: Over $100,000 Goldman Sachs Income Builder Fund: Over $100,000 Goldman Sachs International Equity Insights Fund: Over $100,000 Goldman Sachs MLP Energy Infrastructure Fund: Over $100,000 Goldman Sachs Small Cap Value Fund: Over $100,000 | | Over $100,000 | Paul C. Wirth | | Goldman Sachs Income Builder Fund: Over $100,000 | | Over $100,000 | | LindaJames A. LangMcNamara
| | Goldman Sachs ActiveBeta® International Equity ETF: Over $100,000
Goldman Sachs ActiveBeta® U.S. Large Cap Equity ETF: Over $100,000 MLPGoldman Sachs Emerging Markets Equity Fund: Over $100,000
| | | Over $100,000 | | Michael Latham
| | Goldman Sachs ActiveBeta® International Equity ETF: $10,001-Financial Square Treasury Solutions Fund: $50,00050,001-$100,000 MLPGoldman Sachs High Yield Fund: Over $100,000
| | | Goldman Sachs Income Builder Fund: Over $100,000 | | James A. McNamaraGoldman Sachs International Equity ESG Fund: $50,001-$100,000
| | Goldman Sachs Multi-Manager Alternatives Fund: Over $100,000 Goldman Sachs ActiveBeta® U.S. LargeSmall/Mid Cap Equity ETF:Growth Fund: Over $100,000 MLPGoldman Sachs Strategic Income Fund: $10,001-$50,000Over $100,000
Goldman Sachs Tax-Advantaged Global Equity Portfolio: Over $100,000 Goldman Sachs U.S. Equity Dividend and Premium Fund: Over $100,000 | | | Over $100,000 | |
As of August 23, 2021,July 31, 2023, the Nominees, Trustees and Officers of the Funds as a group owned less than 1% of the outstanding shares of beneficial interest of the MLP Fund, of each share class of the Real Estate Fund, and of each share class of each of the Funds within the GSETF Trust, GSETF Trust II, GS Trust, GS Trust II and the GSETF Trust,GS VIT, except for Class P shares of the Goldman Sachs ActiveBeta® Japan Equity ETF.Income Builder Fund. As of August 23, 2021,July 31, 2023, the Nominees, Trustees and Officers of the Funds as a group owned 1.09%1.44% of the outstanding Class P shares of the Goldman Sachs ActiveBeta® Japan Equity ETF.Income Builder Fund. As of a recent date, none of the Independent Trustees nor any member of their immediate family owned any securities issued by GSAM or a sub-adviser or any other person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with GSAM or a sub-adviser. 20
Board Compensation Each Independent Trustee is compensated with a unitary annual fee for his or her services as a Trustee of the GS Trust II, the GSETF Trust, the MLP Fund and/or the Real Estate Fundapplicable Funds and as a member of the respective Governance and Nominating Committee, Compliance Committee, Contract Review Committee, and Audit Committee.applicable Board committees. Each Chair and “audit committee 24
financial expert” receive additional compensation for their services. The Independent Trustees are also reimbursed for reasonable travel expenses incurred in connection with attending such meetings. The Funds may also pay the reasonable incidental costs of a Trustee to attend training or other types of conferences relating to the investment company industry. The following tables set forth certain information with respect to the compensation of each Trustee for the Funds’ respective most recent fiscal years: Goldman Sachs ETF Trust II (Fiscal Years Ended August 31, 20202022 and OctoberDecember 31, 2020)2022) | | | | | | | | | | | | | | | | | | | | | Name of Trustee | | Aggregate Compensation from Funds with Fiscal Year Ended August 31, 2020 | | | Aggregate Compensation from Funds with Fiscal Year Ended October 31, 2020 | | | Pension or Retirement Benefits Accrued as Part Of A’s Expenses | | | Total Compensation From Fund Complex for Fiscal Year Ended August 31, 2020 | | | Total Compensation From Fund Complex for Fiscal Year Ended October 31, 2020 | | Cheryl K. Beebe 1 | | $ | 70,132 | | | $ | 108,045 | | | $ | 0 | | | $ | 175,000 | | | $ | 180,000 | | Lawrence Hughes | | $ | 61,631 | | | $ | 96,365 | | | $ | 0 | | | $ | 155,000 | | | $ | 160,000 | | John F. Killian 2 | | $ | 65,882 | | | $ | 102,205 | | | $ | 0 | | | $ | 165,000 | | | $ | 170,000 | | Steven D. Krichmar | | $ | 61,631 | | | $ | 96,365 | | | $ | 0 | | | $ | 155,000 | | | $ | 160,000 | | James A. McNamara 3 | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | Name of Trustee | | Aggregate Compensation from Funds with Fiscal Year Ended August 31, 2022 | | Aggregate Compensation from Fund with Fiscal Year Ended December 31, 2022 | | Pension or Retirement Benefits Accrued as Part of the Trust’s Expenses | | | Total Compensation From Fund Complex for Fiscal Year Ended August 31, 2022* | | | Total Compensation From Fund Complex for Fiscal Year Ended December 31, 2022* | | Cheryl K. Beebe1,2 | | $142,922 | | — | | | $0 | | | | $285,897 | | | | $360,394 | | Lawrence Hughes2 | | $115,561 | | — | | | $0 | | | | $233,668 | | | | $285,788 | | John F. Killian2 | | $116,932 | | — | | | $0 | | | | $237,880 | | | | $285,788 | | Steven D. Krichmar2 | | $115,536 | | — | | | $0 | | | | $233,668 | | | | $285,788 | | Michael Latham3 | | $123,297 | | — | | | $0 | | | | $243,529 | | | | $321,182 | | Lawrence W. Stranghoener | | $114,468 | | — | | | $0 | | | | $230,510 | | | | $285,788 | | James A. McNamara4 | | — | | — | | | — | | | | — | | | | — | |
* | Represents fees paid to each Trustee during the fiscal years ended August 31, 2022 and December 31, 2022, respectively, from the Goldman Sachs Fund Complex. |
1 | Includes compensation as Board Chair. |
2 | Ms. Beebe and Messrs. Hughes, Killian and Krichmar began serving as Trustees of the Trust effective December 3, 2021. |
3 | Includes compensation as “audit committee financial expert,” as defined in Item 3 of Form N-CSR. |
34 | Mr. McNamara is an Interested Trustee, and as such, receives no compensation from the Funds or the Goldman Sachs Fund Complex. |
Goldman Sachs ETF Trust II (Fiscal Year Ended August 31, 2020)2022) | | | | | | | | | | | | | Name of Trustee | | Aggregate Compensation from Funds within Goldman Sachs ETF Trust | | | Pension or Retirement Benefits Accrued as Part Of the Trust’s Expenses | | | Total Compensation From the Fund Complex* | | Lawrence W. Stranghoener (1) | | $ | 90,000 | | | $ | 0 | | | $ | 207,655 | | Linda A. Lang | | $ | 80,000 | | | $ | 0 | | | $ | 165,133 | | Michael Latham | | $ | 80,000 | | | $ | 0 | | | $ | 165,133 | | James A. McNamara (2) | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | Name of Trustee | | Aggregate Compensation from Funds within Goldman Sachs ETF Trust II | | | Pension or Retirement Benefits Accrued as Part of the Trust’s Expenses | | | Total Compensation From the Fund Complex* | | Cheryl K. Beebe1,2 | | | $1,875 | | | | $0 | | | | $285,897 | | Lawrence Hughes2 | | | $1,484 | | | | $0 | | | | $233,688 | | John F. Killian2 | | | $1,484 | | | | $0 | | | | $237,880 | | Steven D. Krichmar2 | | | $1,484 | | | | $0 | | | | $233,668 | | Michael Latham3 | | | $1,667 | | | | $0 | | | | $243,529 | | Lawrence W. Stranghoener | | | $1,484 | | | | $0 | | | | $230,510 | | James A. McNamara4 | | | — | | | | — | | | | — | |
* | Represents fees paid to each Trustee during the fiscal year ended August 31, 20202022 from the Goldman Sachs Fund Complex. |
1 | Includes compensation as Board Chair. |
2 | Ms. Beebe and Messrs. Hughes, Killian and Krichmar began serving as Trustees of the Trust effective December 3, 2021. |
3 | Includes compensation as “audit committee financial expert,” as defined in Item 3 of Form N-CSR. |
4 | Mr. McNamara is an Interested Trustee, and as such, receives no compensation from the Funds or the Goldman Sachs Fund Complex. |
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Goldman Sachs MLP and Energy RenaissanceReal Estate Diversified Income Fund (Fiscal Year Ended NovemberSeptember 30, 2020)2022) | | | | | | | | | | | | | Name of Trustee | | Aggregate Compensation from the Fund | | | Pension or Retirement Benefits Accrued as Part Of the Fund’s Expenses | | | Total Compensation From the Fund Complex* | | Lawrence W. Stranghoener (1) | | $ | 50,000 | | | $ | 0 | | | $ | 211,343 | | Linda A. Lang | | $ | 35,000 | | | $ | 0 | | | $ | 168,402 | | Michael Latham | | $ | 35,000 | | | $ | 0 | | | $ | 168,402 | | James A. McNamara (2) | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | Name of Trustee | | Aggregate Compensation from the Real Estate Fund | | | Pension or Retirement Benefits Accrued as Part of the Fund’s Expenses | | | Total Compensation From the Fund Complex* | | Cheryl K. Beebe1,2 | | | $6,493 | | | | $0 | | | | $329,647 | | Lawrence Hughes2 | | | $5,191 | | | | $0 | | | | $263,668 | | John F. Killian2 | | | $5,224 | | | | $0 | | | | $265,380 | | Steven D. Krichmar2 | | | $5,191 | | | | $0 | | | | $263,668 | | Michael Latham3 | | | $5,680 | | | | $0 | | | | $288,217 | | Lawrence W. Stranghoener | | | $5,167 | | | | $0 | | | | $262,385 | | James A. McNamara4 | | | — | | | | — | | | | — | |
* | Represents fees paid to each Trustee during the fiscal year ended NovemberSeptember 30, 20202022 from the Goldman Sachs Fund Complex. |
1 | Includes compensation as Board Chair. |
2 | Ms. Beebe and Messrs. Hughes, Killian and Krichmar began serving as Trustees of the Trust effective December 3, 2021. |
3 | Includes compensation as “audit committee financial expert,” as defined in Item 3 of Form N-CSR. |
4 | Mr. McNamara is an Interested Trustee, and as such, receives no compensation from the FundFunds or the Goldman Sachs Fund Complex. |
Goldman Sachs Real Estate Diversified Income FundTrust (Fiscal YearYears Ended SeptemberAugust 31, 2022, October 31, 2022, November 30, 2020)2022, December 31, 2022 and March 31, 2023) | | | | | | | | | | | | | Name of Trustee | | Aggregate Compensation from the Fund | | | Pension or Retirement Benefits Accrued as Part Of the Fund’s Expenses | | | Total Compensation From the Fund Complex* | | Lawrence W. Stranghoener (1) | | $ | 14,837 | | | $ | 0 | | | $ | 211,343 | | Linda A. Lang | | $ | 12,717 | | | $ | 0 | | | $ | 168,402 | | Michael Latham | | $ | 12,717 | | | $ | 0 | | | $ | 168,402 | | James A. McNamara (2) | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | Name of Trustee | | Aggregate Compensation from Funds with Fiscal Year Ended August 31, 2022 | | | Aggregate Compensation from Funds with Fiscal Year Ended October 31, 2022 | | | Aggregate Compensation from Funds with Fiscal Year Ended November 30, 2022 | | | Aggregate Compensation from Funds with Fiscal Year Ended December 31, 2022 | | | Aggregate Compensation from Funds with Fiscal Year Ended March 31, 2023 | | | Pension or Retirement Benefits Accrued as Part of the Trust’s Expenses | | Gregory G. Weaver1,3 | | | $69,733 | | | | $54,412 | | | | $117,183 | | | | $51,218 | | | | $78,144 | | | | $0 | | Dwight L. Bush | | | $59,355 | | | | $46,169 | | | | $91,214 | | | | $43,466 | | | | $62,200 | | | | $0 | | Kathryn A. Cassidy1 | | | $59,355 | | | | $46,169 | | | | $99,589 | | | | $43,466 | | | | $64,916 | | | | $0 | | John G. Chou2 | | | $15,529 | | | | $23,619 | | | | $47,065 | | | | $32,736 | | | | $62,200 | | | | $0 | | Joaquin Delgado | | | $59,355 | | | | $46,169 | | | | $99,589 | | | | $43,466 | | | | $62,200 | | | | $0 | | Eileen H. Dowling | | | $45,095 | | | | $46,169 | | | | $91,214 | | | | $43,466 | | | | $62,200 | | | | $0 | | Paul C. Wirth2 | | | $15,529 | | | | $23,619 | | | | $51,380 | | | | $32,737 | | | | $62,200 | | | | $0 | | James A. McNamara3 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | Name of Trustee | | Total Compensation From Fund Complex for Fiscal Year Ended August 31, 2022* | | | Total Compensation From Fund Complex for Fiscal Year Ended October 31, 2022* | | | Total Compensation From Fund Complex for Fiscal Year Ended November 30, 2022* | | | Total Compensation From Fund Complex for Fiscal Year Ended December 31, 2022* | | | Total Compensation From Fund Complex for Fiscal Year Ended March 31, 2023* | | Gregory G. Weaver1,3 | | $ | 413,000 | | | | $419,500 | | | | $419,500 | | | | $426,000 | | | | $456,750 | | Dwight L. Bush | | $ | 351,000 | | | | $356,000 | | | | $356,000 | | | | $361,000 | | | | $363,000 | | Kathryn A. Cassidy1 | | $ | 351,000 | | | | $356,000 | | | | $356,000 | | | | $361,000 | | | | $379,250 | | John G. Chou2 | | $ | 90,250 | | | | $180,500 | | | | $180,500 | | | | $270,750 | | | | $363,000 | | Joaquin Delgado | | $ | 351,000 | | | | $356,000 | | | | $356,000 | | | | $361,000 | | | | $363,000 | | Eileen H. Dowling | | $ | 265,750 | | | | $356,000 | | | | $356,000 | | | | $361,000 | | | | $363,000 | | Paul C. Wirth2 | | $ | 90,250 | | | | $180,500 | | | | $180,500 | | | | $270,750 | | | | $363,000 | | James A. McNamara4 | | | — | | | | — | | | | — | | | | — | | | | — | |
** | Represents fees paid to each Trustee during the fiscal yearyears ended SeptemberAugust 31, 2022, October 31, 2022, November 30, 20202022, December 31, 2022 and March 31, 2023, respectively, from the Goldman Sachs Fund Complex. |
1 | Includes compensation as “audit committee financial expert,” as defined in Item 3 of Form N-CSR. |
2 | Messrs. Chou and Wirth began serving as Trustees effective April 12, 2022. |
3 | Includes compensation as Board Chair. |
24 | Mr. McNamara is an Interested Trustee, and as such, receives no compensation from the FundFunds or the Goldman Sachs Fund Complex. |
Goldman Sachs Trust II (Fiscal Year Ended October 31, 2022) | | | | | | | | | | | | | Name of Trustee | | Aggregate Compensation from Funds within Goldman Sachs Trust II | | | Pension or Retirement Benefits Accrued as Part of the Trust’s Expenses | | | Total Compensation From the Fund Complex* | | Cheryl K. Beebe1,2 | | | $66,605 | | | | $0 | | | | $329,647 | | Lawrence Hughes2 | | | $53,332 | | | | $0 | | | | $263,668 | | John F. Killian2 | | | $53,715 | | | | $0 | | | | $265,380 | | Steven D. Krichmar2 | | | $53,332 | | | | $0 | | | | $263,668 | | Michael Latham3 | | | $58,127 | | | | $0 | | | | $288,217 | | Lawrence W. Stranghoener | | | $53,045 | | | | $0 | | | | $262,385 | | James A. McNamara4 | | | — | | | | — | | | | — | |
* | Represents fees paid to each Trustee during the fiscal year ended October 31, 2022 from the Goldman Sachs Fund Complex. |
1 | Includes compensation as Board Chair. |
2 | Ms. Beebe and Messrs. Hughes, Killian and Krichmar began serving as Trustees of the Trust effective December 3, 2021. |
3 | Includes compensation as “audit committee financial expert,” as defined in Item 3 of Form N-CSR. |
4 | Mr. McNamara is an Interested Trustee, and as such, receives no compensation from the Funds or the Goldman Sachs Fund Complex. |
Goldman Sachs Variable Insurance Trust (Fiscal Year Ended December 31, 2022) | | | | | | | | | | | | | Name of Trustee | | Aggregate Compensation from Funds within Goldman Sachs Variable Insurance Trust | | | Pension or Retirement Benefits Accrued as Part of the Trust’s Expenses | | | Total Compensation From the Fund Complex* | | Gregory G. Weaver1,3 | | | $36,076 | | | | $0 | | | | $426,000 | | Dwight L. Bush | | | $30,686 | | | | $0 | | | | $361,000 | | Kathryn A. Cassidy1 | | | $30,686 | | | | $0 | | | | $361,000 | | John G. Chou2 | | | $23,082 | | | | $0 | | | | $270,750 | | Joaquin Delgado | | | $30,686 | | | | $0 | | | | $361,000 | | Eileen H. Dowling | | | $30,686 | | | | $0 | | | | $361,000 | | Paul C. Wirth2 | | | $23,082 | | | | $0 | | | | $270,750 | | James A. McNamara4 | | | — | | | | — | | | | — | |
* | Represents fees paid to each Trustee during the fiscal year ended December 31, 2022 from the Goldman Sachs Fund Complex. |
1 | Includes compensation as “audit committee financial expert,” as defined in Item 3 of Form N-CSR. |
2 | Messrs. Chou and Wirth began serving as Trustees effective April 12, 2022. |
3 | Includes compensation as Board Chair. |
4 | Mr. McNamara is an Interested Trustee, and as such, receives no compensation from the Funds or the Goldman Sachs Fund Complex. |
27
Additional Information about Officers of the Funds Information pertaining to the officers of the Funds as of September 22, 20215, 2023 is set forth below. The Funds’ officers do not receive any compensation from the Funds for serving as such. | | | | | | | Name | | Position(s) Held with GS Trust
II, the GSETF
Trust, the MLP
Fund and/or
the Real Estate
FundFunds1 | | 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: 5860 | | Trustee and
President | | Since 2007 (GS Trust and GS VIT); Since 2012 (Goldman Sachs(GS Trust II); Since 2014 (Goldman Sachs ETF(GSETF Trust); Since 2021 (GSETF Trust and Goldman Sachs MLP and EnergyII); Since inception (Real Estate Fund) | | Advisory Director, Goldman Sachs (January 2018 – 2018–Present); Managing Director, Goldman Sachs (January 2000 – 2000–December 2017); Director of Institutional Fund Sales, GSAM (April 1998 – 1998–December 2000); and Senior Vice President and Manager, Dreyfus Institutional Service Corporation (January 1993 – 1993–April 1998). President and Trustee—Goldman Sachs Trust II; Goldman Sachs Trust; Goldman Sachs Variable Insurance Trust; Goldman Sachs Trust II; Goldman Sachs ETF Trust; Goldman |
22
| | | | | | | Name
| | Position(s) Held
with GS Sachs ETF Trust
II, the GSETF
Trust, the MLP
Fund and/or
the Real Estate
Fund 1 | | Term of Office and
Length of Time
Served 2
| | Principal Occupation(s)
During Past 5 Years
| | | | | Renaissance Fund); Since inception (Goldman Sachs Real Estate Diversified Income Fund) | | II; Goldman Sachs MLP and Energy Renaissance Fund; Goldman Sachs Credit Income Fund; and Goldman Sachs Real Estate Diversified Income Fund. | | | | | Joseph F. DiMaria 30 Hudson Street Jersey City, NJ 07302 Age: 5355 | | Treasurer, Principal Financial Officer and Principal Accounting Officer | | Since 2017 (Treasurer and Principal Financial Officer since 2019) (Goldman Sachs(GSETF Trust, GS Trust, GS Trust II Goldman Sachs ETFand GS VIT); Since 2021 (GSETF Trust and Goldman Sachs MLP and Energy Renaissance Fund)II); Since inception (Goldman Sachs Real(Real Estate Diversified Income Fund) | | Managing Director, Goldman Sachs (November 2015 – 2015–Present) and Vice President – President–Mutual Fund Administration, Columbia Management Investment Advisers, LLC (May 2010 – 2010–October 2015). Treasurer, Principal Financial Officer and Principal Accounting Officer—Goldman Sachs Trust II (previously Assistant Treasurer (2017)); Goldman Sachs Trust (previously Assistant Treasurer (2016)); Goldman Sachs Variable Insurance Trust (previously Assistant Treasurer (2016)); Goldman Sachs Trust II (previously Assistant Treasurer (2017)); Goldman Sachs MLP and Energy Renaissance Fund (previously Assistant Treasurer (2017)); Goldman Sachs ETF Trust (previously Assistant Treasurer (2017)); Goldman Sachs ETF Trust II; Goldman Sachs Credit Income Fund; and Goldman Sachs Real Estate Diversified Income Fund. |
28
| | | | | | | Name | | Position(s) Held with the Funds1 | | Term of Office and Length of Time Served2 | | Principal Occupation(s) During Past 5 Years | Julien Yoo 200 West Street New York, NY 10282 Age: 5052 | | Chief Compliance Officer | | Since 2019 (GS Trust and GS VIT); Since 2018 (Goldman Sachs(GS Trust II); Since 2014 (Goldman Sachs ETF(GSETF Trust); Since 2016 (Goldman Sachs MLP and Energy Renaissance Fund)2021 (GSETF Trust II); Since inception (Goldman Sachs Real(Real Estate Diversified Income Fund) | | Managing Director, Goldman Sachs (January 2020 – 2020–Present); Vice President, Goldman Sachs (December 2014–December 2019); and Vice President, Morgan Stanley Investment Management (2005–2010). Chief Compliance Officer—Goldman Sachs Trust II; Goldman Sachs Trust; Goldman Sachs Variable Insurance Trust; Goldman Sachs Trust II; Goldman Sachs BDC, Inc.; Goldman Sachs Private Middle Market Credit LLC; Goldman Sachs Private Middle Market Credit II LLC; Goldman Sachs Middle Market Lending Corp.; Goldman Sachs Middle Market Lending LLC II; Goldman Sachs MLP and Energy Renaissance Fund; Goldman Sachs ETF Trust; Goldman Sachs ETF Trust II; Goldman Sachs Credit Income Fund; and Goldman Sachs Real Estate Diversified Income Fund. |
23
| | | | | | | Name
| | Position(s) Held
with GS Trust
II, the GSETF
Trust, the MLP
Fund and/or
the Real Estate
Fund 1 | | Term of Office and
Length of Time
Served 2
| | Principal Occupation(s)
During Past 5 Years
| Peter W. Fortner 30 Hudson Street Jersey City, NJ 07302 Age: 6365 | | Assistant Treasurer | | Since 2000 (GS Trust and GS VIT); Since 2012 (Goldman Sachs(GS Trust II); Since 2014 (Goldman Sachs ETF(GSETF Trust); Since 2021 (GSETF Trust and Goldman Sachs MLP and Energy Renaissance Fund)II); Since inception (Goldman Sachs Real(Real Estate Diversified Income Fund) | | Vice President, Goldman Sachs (July 2000–Present); Principal Accounting Officer and Treasurer, Commerce Bank Mutual Fund Complex (2008–Present); Treasurer of Goldman Sachs Philanthropy Fund (2019–Present); and Treasurer of Ayco Charitable Foundation (2020–Present). Assistant Treasurer—Goldman Sachs Trust II; Goldman Sachs Trust; Goldman Sachs Variable Insurance Trust; Goldman Sachs Trust II; Goldman Sachs MLP and Energy Renaissance Fund; Goldman Sachs ETF Trust; Goldman Sachs ETF Trust II; Goldman Sachs Credit Income Fund; and Goldman Sachs Real Estate Diversified Income Fund. | | | | | Allison Fracchiolla 30 Hudson Street Jersey City, NJ 07302 Age: 3840 | | Assistant Treasurer | | Since 2014 (Goldman Sachs(GSETF Trust, II); Since 2014 (Goldman Sachs ETF Trust)GS Trust, GS Trust II and GS VIT); Since 2021 (Goldman Sachs MLP(GSETF Trust II and Energy Renaissance Fund); Since inception (Goldman Sachs Real Estate Diversified Income Fund) | | Vice President, Goldman Sachs (January 2013 – 2013–Present). Assistant Treasurer—Goldman Sachs Trust II; Goldman Sachs Trust; Goldman Sachs Variable Insurance Trust; Goldman Sachs Trust II; Goldman Sachs ETF Trust; Goldman Sachs ETF Trust II; Goldman Sachs MLP and Energy Renaissance Fund; and Goldman Sachs Real Estate Diversified Income Fund. | | | | | Tyler Hanks
222 S. Main St
Salt Lake City, UT
84101
Age: 39
| | Assistant
Treasurer | | Since 2019 (Goldman Sachs Trust II, Goldman Sachs ETF Trust and Goldman Sachs MLP and Energy Renaissance Fund); Since | | Vice President, Goldman Sachs (January 2016 – Present); and Associate, Goldman Sachs (January 2014 – January 2016).
Assistant Treasurer—Goldman Sachs Trust II; Goldman Sachs Trust; Goldman Sachs Variable Insurance Trust; Goldman Sachs MLP and Energy Renaissance Fund; Goldman Sachs ETF Trust; Goldman Sachs Credit Income Fund; and Goldman Sachs Real Estate Diversified Income Fund.
|
2429
| | | | | | | Name | | Position(s) Held with GS Trust
II, the GSETF
Trust, the MLP
Fund and/or
the Real Estate
FundFunds1 | | Term of Office and Length of Time Served2 | | Principal Occupation(s) During Past 5 Years | | | | | inception (Goldman Sachs Real Estate Diversified Income Fund) | | | | | | | Kirsten Frivold Imohiosen 200 West Street New York, NY 10282 Age: 5153 | | Assistant Treasurer | | Since 2019 (Goldman Sachs(GSETF Trust, GS Trust, GS Trust II Goldman Sachs ETFand GS VIT); Since 2021 (GSETF Trust and Goldman Sachs MLP and Energy Renaissance Fund)II); Since inception (Goldman Sachs Real(Real Estate Diversified Income Fund) | | Managing Director, Goldman Sachs (January 2018 – 2018–Present); and Vice President, Goldman Sachs (May 1999 – 1999–December 2017). Assistant Treasurer—Goldman Sachs Trust II; Goldman Sachs Trust; Goldman Sachs Variable Insurance Trust; Goldman Sachs Trust II; Goldman Sachs MLP and Energy Renaissance Fund; Goldman Sachs BDC, Inc.; Goldman Sachs Private Middle Market Credit LLC; Goldman Sachs Private Middle Market Credit II LLC; Goldman Sachs Middle Market Lending Corp.; Goldman Sachs ETF Trust; Goldman Sachs ETF Trust II; Goldman Sachs Credit Income Fund; and Goldman Sachs Real Estate Diversified Income Fund. | | | | | Steven Z. Indich 30 Hudson Street Jersey City, NJ 07302 Age: 5254 | | Assistant Treasurer | | Since 2019 (Goldman Sachs(GSETF Trust, GS Trust, GS Trust II Goldman Sachs ETFand GS VIT); Since 2021 (GSETF Trust and Goldman Sachs MLP and Energy Renaissance Fund)II); Since inception (Goldman Sachs Real(Real Estate Diversified Income Fund) | | Vice President, Goldman Sachs (February 2010 – 2010–Present). Assistant Treasurer—Goldman Sachs Trust II; Goldman Sachs Trust; Goldman Sachs Variable Insurance Trust; Goldman Sachs Trust II; Goldman Sachs MLP and Energy Renaissance Fund; Goldman Sachs BDC, Inc.; Goldman Sachs Private Middle Market Credit LLC; Goldman Sachs Private Middle Market Credit II LLC; Goldman Sachs Middle Market Lending Corp.; Goldman Sachs ETF Trust; Goldman Sachs ETF Trust II; Goldman Sachs Credit Income Fund; and Goldman Sachs Real Estate Diversified Income Fund. | | | | | Carol LiuElaine Leung
30 Hudson Street Jersey City, NJ 07302 Age: 46
| | Assistant
Treasurer of the GS Trust and GS VIT | | Since 2019 (Goldman Sachs Trust II, Goldman Sachs ETF Trust and Goldman Sachs MLP and2023 | | Vice President, Goldman Sachs (October 2017 – (January 2021–Present); Tax Director, The Raine Group LLC (August 2015 – October 2017); and Tax Director, Icon Investments LLC (January 2012 – August 2015)Associate, Goldman Sachs (March 2014–December 2020). Assistant Treasurer—Goldman Sachs Trust II; Goldman Sachs Trust; and Goldman Sachs Variable Insurance Trust; Goldman Sachs MLP and EnergyTrust. |
2530
| | | | | | | Name | | Position(s) Held with GS Trust
II, the GSETF
Trust, the MLP
Fund and/or
the Real Estate
FundFunds1 | | Term of Office and Length of Time Served2 | | Principal Occupation(s) During Past 5 Years | Carol Liu 30 Hudson Street Jersey City, NJ 07302 Age: 48 | | Assistant Treasurer | | Energy Renaissance Fund)Since 2019 (GSETF Trust, GS Trust, GS Trust II and GS VIT); Since 2021 (GSETF Trust II); Since inception (Goldman Sachs Real(Real Estate Diversified Income Fund) | | Vice President, Goldman Sachs (October 2017–Present); Tax Director, The Raine Group LLC (August 2015–October 2017); and Tax Director, Icon Investments LLC (January 2012–August 2015). Assistant Treasurer—Goldman Sachs Trust; Goldman Sachs Variable Insurance Trust; Goldman Sachs Trust II; Goldman Sachs MLP and Energy Renaissance Fund; Goldman Sachs BDC, Inc.; Goldman Sachs Private Middle Market Credit LLC; Goldman Sachs Private Middle Market Credit II LLC; Goldman Sachs Middle Market Lending Corp.; Goldman Sachs ETF Trust; Goldman Sachs ETF Trust II; Goldman Sachs Credit Income Fund; and Goldman Sachs Real Estate Diversified Income Fund. | | | | | Christopher Bradford 30 Hudson200 West Street
Jersey City, NJ 07302New York, NY 10282
Age: 3941 | | Vice President | | Since 2020 (GSETF Trust, GS Trust, Real Estate Fund, GS Trust II and GS VIT); Since 2021 (GSETF Trust II) | | Vice President, Goldman Sachs (January 2014–Present). Vice President—Goldman Sachs Trust II; Goldman Sachs Trust; Goldman Sachs Variable Insurance Trust; Goldman Sachs Trust II; Goldman Sachs ETF Trust; Goldman Sachs ETF Trust II; Goldman Sachs MLP and Energy Renaissance Fund; Goldman Sachs Real Estate Diversified Income Fund; and Goldman Sachs Credit Income Fund. | | | | | Kenneth Cawley 71 South Wacker Drive Chicago, IL 60606 Age: 5153 | | Vice President of
Goldman
Sachs the GS Trust, GS Trust II and GS VIT | | Since 2021 | | Managing Director, Goldman Sachs (2017 – (2017–Present), Vice President (December 1999–2017); Associate (December 1996–December 1999); Associate, Discover Financial (August 1994–December 1996). Vice President—Goldman Sachs Trust; Goldman Sachs Variable Insurance Trust; and Goldman Sachs Trust II. |
31
| | | | | | | Name | | Position(s) Held with the Funds1 | | Term of Office and Length of Time Served2 | | Principal Occupation(s) During Past 5 Years | Anney Chi 200 West Street New York, NY 10282 Age: 40 | | Vice President | | Since 2022 | | Vice President, Goldman Sachs (2014–Present). Vice President—Goldman Sachs Trust; Goldman Sachs Variable Insurance Trust; Goldman Sachs Trust II; Goldman Sachs ETF Trust; Goldman Sachs ETF Trust II; Goldman Sachs MLP and Energy Renaissance Fund; and Goldman Sachs Variable Insurance Trust.Real Estate Diversified Income Fund. | | | | | Michael Crinieri 200 West Street New York, NY 10282 Age: 5658 | | Vice President of
Goldman
Sachs ETF the GSETF Trust and GSETF Trust II | | Since 2014 (GSETF Trust); Since 2021 (GSETF Trust II) | | Managing Director, Goldman Sachs (January 2002 – 2002–Present); and Vice President, Goldman Sachs (April 2000 – 2000–January 2002). Vice President—Goldman Sachs ETF Trust.Trust; and Goldman Sachs ETF Trust II. | | | | | TP Enders 200 West Street New York, NY 10282 Age: 5254 | | Vice President | | Since 2021 | | Managing Director, Goldman Sachs (January 2012–Present); Vice President, Goldman Sachs (April 2004–December 2011) Vice President—Goldman Sachs Trust II; Goldman Sachs Trust; Goldman Sachs Variable Insurance Trust; Goldman Sachs Trust II; Goldman Sachs ETF Trust; Goldman Sachs MLP and Energy Renaissance Fund; and Goldman Sachs Real Estate Diversified Income Fund. | | | | | Michael Twohig
200 West Street
New York, NY
10282
Age: 56
| | Vice
President of
Goldman
Sachs ETF
Trust,
Goldman
Sachs MLP | | Since 2019 (Goldman Sachs ETF Trust and Goldman Sachs MLP and Energy | | Vice President, Goldman Sachs (2014 – Present).
Vice President—Goldman Sachs ETF Trust;II; Goldman Sachs MLP and Energy Renaissance Fund; Goldman Sachs Credit Income Fund; and Goldman Sachs Real Estate Diversified Income Fund.
| | | | | Frank Murphy 200 West Street New York, NY 10282 Age: 48 | | Vice President of the GS Trust and GS VIT | | Since 2019 | | Managing Director, Goldman Sachs (2015 – Present); Vice President, Goldman Sachs (2003 – 2014); Associate, Goldman Sachs (2001 – 2002); and Analyst, Goldman Sachs (1999 – 2001). Vice President—Goldman Sachs Trust; and Goldman Sachs Variable Insurance Trust. |
2632
| | | | | | | Name | | Position(s) Held with GS Trust
II, the GSETF
Trust, the MLP
Fund and/or
the Real Estate
FundFunds1 | | Term of Office and Length of Time Served2 | | Principal Occupation(s) During Past 5 Years | Michael Twohig 200 West Street New York, NY 10282 Age: 57 | | and Energy
Renaissance
Fund and
Goldman
Sachs Real
Estate
Diversified
Income
FundVice President | | Renaissance Fund)Since 2022 (GS Trust, GS Trust II and GS VIT); Since 2019 (GSETF Trust); Since 2021 (GSETF Trust II); Since inception (Goldman(Real Estate Fund) | | Vice President, Goldman Sachs (2014–Present). Vice President—Goldman Sachs Trust II; Goldman Sachs ETF Trust; Goldman Sachs ETF Trust II; Goldman Sachs MLP and Energy Renaissance Fund; Goldman Sachs Credit Income Fund; and Goldman Sachs Real Estate Diversified Income Fund) | | Fund. | | | | | Caroline L. Kraus 200 West Street New York, NY 10282 Age: 4446 | | Secretary | | Since 2012 (Goldman Sachs(GS Trust, GS Trust II and GS VIT); Since 2014 (GSETF Trust); Since 2021 (GSETF Trust II); Since 2014 (Goldman Sachs ETF Trust and Goldman Sachs MLP and Energy Renaissance Fund); Since inception (Goldman Sachs Real(Real Estate Diversified Income Fund) | | Managing Director, Goldman Sachs (January 2016–Present); Vice President, Goldman Sachs (August 2006–December 2015); Senior Counsel, Goldman Sachs (January 2020–Present); Associate General Counsel, Goldman Sachs (2012–December 2019); Assistant General Counsel, Goldman Sachs (August 2006–December 2011); and Associate, Weil, Gotshal & Manges, LLP (2002–2006). Secretary—Goldman Sachs Trust II; Goldman Sachs Trust (previously Assistant Secretary (2012)); Goldman Sachs Variable Insurance Trust (previously Assistant Secretary (2012)); Goldman Sachs Trust II; Goldman Sachs BDC, Inc.; Goldman Sachs Private Middle Market Credit LLC; Goldman Sachs Private Middle Market Credit II LLC; Goldman Sachs Middle Market Lending Corp.; Goldman Sachs MLP and Energy Renaissance Fund; Goldman Sachs ETF Trust; Goldman Sachs ETF Trust II; Goldman Sachs Credit Income Fund; and Goldman Sachs Real Estate Diversified Income Fund. | | | | | Robert GriffithShaun Cullinan
200 West Street New York, NY 10282 Age: 4643 | | Assistant Secretary of the GS Trust, GS Trust II and GS VIT | | Since 2012 (Goldman Sachs Trust II); Since 2018 (Goldman Sachs ETF Trust); Since 2014 (Goldman Sachs MLP and Energy Renaissance Fund); Since inception (Goldman Sachs Real Estate Diversified Income Fund) | | Managing Director, Goldman Sachs (2018–Present); Vice President, Goldman Sachs (August 2011 – Present)(2009–2017); Associate, General Counsel, Goldman Sachs (December 2014 – Present)(2006–2008); Assistant General Counsel,Analyst, Goldman Sachs (August 2011 – December 2014); Vice President and Counsel, Nomura Holding America, Inc. (2010 – 2011); and Associate, Simpson Thacher & Bartlett LLP (2005 – 2010)(2004–2005). Assistant Secretary—Goldman Sachs Trust II; Goldman Sachs Trust; Goldman Sachs Variable Insurance Trust; Goldman Sachs MLP and Energy Renaissance Fund; Goldman Sachs ETF Trust; Goldman Sachs Credit Income Fund; and Goldman Sachs Real Estate Diversified Income Fund.Trust II. |
2733
| | | | | | | Name | | Position(s) Held with GS Trust
II, the GSETF
Trust, the MLP
Fund and/or
the Real Estate
FundFunds1 | | Term of Office and Length of Time Served2 | | Principal Occupation(s) During Past 5 Years | Shaun CullinanRobert Griffith
200 West Street New York, NY 10282 Age: 4148 | | Assistant Secretary
of Goldman
Sachs
Trust II | | Since 20182022 | | Managing Director, Goldman Sachs (2018 – (September 2022–Present); General Counsel, Exchange Traded Concepts, LLC (October 2021–September 2022); Vice President, Goldman Sachs (2009 – 2017)(August 2011–October 2021); Associate General Counsel, Goldman Sachs (2006 – 2008)(December 2014–Present); Analyst,Assistant General Counsel, Goldman Sachs (2004 – 2005)(August 2011–December 2014); Vice President and Counsel, Nomura Holding America, Inc. (2010–2011); and Associate, Simpson Thacher & Bartlett LLP (2005–2010). Assistant Secretary—Goldman Sachs Trust; Goldman Sachs Variable Insurance Trust; Goldman Sachs Trust II; Goldman Sachs ETF Trust; Goldman Sachs ETF Trust II; Goldman Sachs MLP and Energy Renaissance Fund; and Goldman Sachs Variable Insurance Trust.Real Estate Diversified Income Fund. |
1 | Unless otherwise indicated, the position is held with respect to each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II the GSETF Trust, the MLP Fund and/or the Real Estate Fund.and GS VIT. |
2 | Officers hold office at the pleasure of the Board 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. |
Information about the Funds’ Independent Registered Public Accounting Firm Each Audit Committee has selected and recommended, and its respective Board, including a majority of the Independent Trustees, has approved, the selection of PricewaterhouseCoopers LLP to act as independent registered public accountant for the Fund(s) under its oversight for the current applicable fiscal years. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Meeting and will be available to respond to appropriate questions from shareholders if necessary. Representatives of PricewaterhouseCoopers LLP will be given the opportunity to make statements at the Meeting, if they so desire. Audit Fees Fees included in the audit fees category are those associated with the annual audits of financial statements and services that are normally provided in connection with statutory and regulatory filings. The aggregate fees billed by PricewaterhouseCoopers LLP to the Funds for professional services for the audit of the annual financial statements for the Funds’ last two fiscal years are reflected in the tables below. 34
Audit-Related Fees Audit-related fees are for any services rendered to the Funds that are reasonably related to the performance of the audits of the financial statements (but not reported as audit fees above). These services include attestation services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. The aggregate audit-related fees billed by PricewaterhouseCoopers LLP to the Funds for the Funds’ last two fiscal years are reflected in the tables below. The aggregate audit-related fees billed by PricewaterhouseCoopers LLP to GSAM and any entity controlling, controlled by, or under common control with GSAM, that provides ongoing services to the Funds, for engagements directly related to the Funds’ operations and financial reporting for the Funds’ last two fiscal years are reflected in the tables below. 28
Tax Fees Fees included in the tax fees category comprise all services performed by professional staff in the independent registered public accountant’s tax division except those services related to the audits. This category comprises fees for tax compliance services provided in connection with the preparation and review of the Fund’s tax returns. The aggregate fees billed by PricewaterhouseCoopers LLP to the Funds for services rendered to the Funds for tax compliance, tax advice and tax planning for the Funds’ last two fiscal years are reflected in the tables below. All Other Fees The aggregate fees billed by PricewaterhouseCoopers LLP to the Funds for products and services provided to the Funds, other than the services reported in “Audit Fees,” “Audit Related Fees,” and “Tax Fees” above, for the Funds’ last two fiscal years are reflected in the tables below. The aggregate fees billed by PricewaterhouseCoopers LLP to GSAM and any entity controlling, controlled by, or under common control with GSAM, that provides ongoing services to the Funds, for engagements directly related to the Funds’ operations and financial reporting, other than the services reported in “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above, for the Funds’ last two fiscal years are reflected in the tables below. Aggregate Non-Audit Fees The aggregate non-audit fees billed by PricewaterhouseCoopers LLP to the Funds for the Funds’ last two fiscal years are reflected in the tables below. The aggregate non-audit fees billed by PricewaterhouseCoopers LLP to GSAM and any entity controlling, controlled by, or under common control with GSAM, that provides ongoing services to the Funds, for engagements directly related to the Funds’ operations and financial reporting, for non-audit services for the Funds’ last two fiscal years are reflected in the tables below. These include any non-audit services required to be pre-approved but excludes non-audit services that did not require pre-approval since they did not directly relate to the Funds’ operations or financial reporting. 35
The following tables set forth the aggregate fees billed by PricewaterhouseCoopers LLP for professional services rendered to the Funds during the two most recent fiscal years. Goldman Sachs ETF Trust II | | | | | | | | | | Fees billed to the Funds | | Fees billed to GSAM and any entity controlling, controlled by, or under common control with GSAM | | | | Audit Fees | | Fiscal Year Ended 08/31/19: $694,98521: $606,900 | | Fiscal Year Ended 08/31/19: $0 | | Fiscal Year Ended 10/31/19: $493,885 | | Fiscal Year Ended 10/31/19:21: $0 | | Fiscal Year Ended 08/31/20: $606,78522: $531,450 | | Fiscal Year Ended 08/31/20:22: $0 | | Fiscal Year Ended 10/31/20: $571,085 | | Fiscal Year Ended 10/31/20: $0 |
29
| | | | | | | Fees billed to the Funds
| | Fees billed to GSAM and any entity
controlling, controlled by, or under
common control with GSAM | Audit-Related Fees | | Fiscal Year Ended 08/31/19: $24,30521: $59,558 | | Fiscal Year Ended 08/31/19: $0 | | Fiscal Year Ended 10/31/19: $33,305 | | Fiscal Year Ended 10/31/19: $021: $1,906,448 | | Fiscal Year Ended 08/31/20: $50,38822: $112,000 | | Fiscal Year Ended 08/31/20: $022: $1,906,448 | | Fiscal Year Ended 10/31/20: $41,388 | | Fiscal Year Ended 10/31/20: $0 | Tax Fees | | Fiscal Year Ended 08/31/19: $176,49321: $0 | | Fiscal Year Ended 08/31/19: $0 | | Fiscal Year Ended 10/31/19: $176,493 | | Fiscal Year Ended 10/31/19:21: $0 | | Fiscal Year Ended 08/31/20:22: $0 | | Fiscal Year Ended 08/31/20:22: $0 | | Fiscal Year Ended 10/31/20: $0 | | Fiscal Year Ended 10/31/20: $0 | All Other Fees | | Fiscal Year Ended 08/31/19:21: $0 | | Fiscal Year Ended
08/31/19: $2,400,617 | | Fiscal Year Ended 10/31/19: $0 | | Fiscal Year Ended
10/31/19: $2,400,617 | | Fiscal Year Ended 08/31/20: $0 | | Fiscal Year Ended
08/31/20: $2,001,446 | | Fiscal Year Ended 10/31/20: $0 | | Fiscal Year Ended
10/31/20: $2,001,446 | Aggregate Non-Audit Fees | | Fiscal Year Ended 08/31/19: $200,798 | | Fiscal Year Ended 08/31/19: $0 | | Fiscal Year Ended 10/31/19: $209,798 | | Fiscal Year Ended 10/31/19:21: $0 | | Fiscal Year Ended 08/31/20: $50,38822: $0 | | Fiscal Year Ended 08/31/20:22: $0 | | | | Aggregate Non-Audit Fees | | Fiscal Year Ended 08/31/21: $59,558 | | Fiscal Year Ended 12/31/21: $14.4 million | | Fiscal Year Ended 10/08/31/20: $41,33822: $112,000 | | Fiscal Year Ended 10/12/31/20: $022: $17.1 million |
For the Funds’ fiscal years ended August 31, 2019, and August 31, 2020, non-audit fees represented approximately 6% and 2% of the total fees pre-approved by the Audit Committee, respectively.
For the Funds’ fiscal years ended October 31, 2019, and October 31, 2020, non-audit fees represented approximately 7% and 2% of the total fees pre-approved by the Audit Committee, respectively.
Goldman Sachs ETF Trust II | | | | | | | | | | Fees billed to the Funds | | Fees billed to GSAM and any entity controlling, controlled by, or under common control with GSAM | | | | Audit Fees | | Fiscal Year Ended 08/31/19: $436,50021: $0 | | Fiscal Year Ended 08/31/19:21: $0 | | Fiscal Year Ended 08/31/20: $611,90022: $13,000 | | Fiscal Year Ended 08/31/20:22: $0 | | | | Audit-Related Fees | | Fiscal Year Ended 08/31/19: $12,75321: $0 | | Fiscal Year Ended 08/31/19:21: $0 | | Fiscal Year Ended 08/31/20: $36,32422: $0 | | Fiscal Year Ended 08/31/20: $0 |
30
| | | | 22: $1,906,448 | | | Fees billed to the Funds
| | Fees billed to GSAM and any entity
controlling, controlled by, or under
common control with GSAM | Tax Fees | | Fiscal Year Ended 08/31/19: $100,73621: $0 | | Fiscal Year Ended 08/31/19:21: $0 | | Fiscal Year Ended 08/31/20: $2,32522: $0 | | Fiscal Year Ended 08/31/20:22: $0 | | | | All Other Fees | | Fiscal Year Ended 08/31/19:21: $0 | | Fiscal Year Ended
08/31/19: $1,356,035 | | Fiscal Year Ended 08/31/20: $0 | | Fiscal Year Ended
08/31/20: $1,441,351 | Aggregate Non-Audit Fees | | Fiscal Year Ended 08/31/19: $113,489 | | Fiscal Year Ended 08/31/19:21: $0 | | Fiscal Year Ended 08/31/20: $38,64922: $0 | | Fiscal Year Ended 08/31/20:22: $0 | | | | Aggregate Non-Audit Fees | | Fiscal Year Ended 08/31/21: $0 | | Fiscal Year Ended 12/31/21: $14.4 million | | Fiscal Year Ended 08/31/22: $0 | | Fiscal Year Ended 12/31/22: $17.1 million |
For the Funds’ fiscal years ended August 31, 2019, and August 31, 2020, non-audit fees represented approximately 6% and 2% of the total fees pre-approved by the Audit Committee, respectively.
36
Goldman Sachs MLP and Energy RenaissanceReal Estate Diversified Income Fund | | | | | | | | | | Fees billed to the Fund | | Fees billed to GSAM and any entity controlling, controlled by, or under common control with GSAM | | | | Audit Fees | | Fiscal Year Ended 11/09/30/19: $63,50021: $92,000 | | Fiscal Year Ended 11/09/30/19:21: $0 | | Fiscal Year Ended 11/09/30/20: $66,30022: $131,000 | | Fiscal Year Ended 11/09/30/20:22: $0 | | | | Audit-Related Fees | | Fiscal Year Ended 11/09/30/19: $021: $14,031 | | Fiscal Year Ended 11/09/30/19: $021: $1,669,547 | | Fiscal Year Ended 11/09/30/20: $3,75722: $4,000 | | Fiscal Year Ended 11/09/30/20: $022: $1,642,982 | | | | Tax Fees | | Fiscal Year Ended 11/09/30/19: $170,68821: $0 | | Fiscal Year Ended 11/09/30/19:21: $0 | | Fiscal Year Ended 11/09/30/20: $82,50022: $0 | | Fiscal Year Ended 11/09/30/20:22: $0 | | | | All Other Fees | | Fiscal Year Ended 11/09/30/19:21: $0 | | Fiscal Year Ended
11/ 09/30/19: $1,356,035 | | Fiscal Year Ended 11/30/20: $0 | | Fiscal Year Ended
11/30/20: $1,441,351 | Aggregate Non-Audit Fees | | Fiscal Year Ended 11/30/19: $170,688 | | Fiscal Year Ended 11/30/19:21: $0 | | Fiscal Year Ended 11/09/30/20: $86,25722: $0 | | Fiscal Year Ended 11/09/30/20:22: $0 | | | | Aggregate Non-Audit Fees | | Fiscal Year Ended 09/30/21: $14,031 | | Fiscal Year Ended 12/31/21: $14.4 million | | Fiscal Year Ended 09/30/22: $4,000 | | Fiscal Year Ended 12/31/22: $17.1 million |
For the Fund’s fiscal years ended November 30, 2019, and November 30, 2020, non-audit fees represented approximately 11% and 5% of the total fees pre-approved by the Audit Committee, respectively.
31
Goldman Sachs Real Estate Diversified Income Fund (Commencement of operations on May 15, 2020)Trust | | | | | | | | | | Fees billed to the FundFunds | | Fees billed to GSAM and any entity controlling, controlled by, or under common control with GSAM | | | | Audit Fees | | Fiscal Year Ended 09/30/20: $155,00003/31/22: $4,232,122 | | Fiscal Year Ended 09/30/20:03/31/22: $0 | | Fiscal Year Ended 03/31/23: $2,590,218 | | Fiscal Year Ended 03/31/23: $0 | | | | Audit-Related Fees | | Fiscal Year Ended 09/30/20: $20,00003/31/22: $0 | | Fiscal Year Ended 09/30/20: $003/31/22: $1,906,448 | | Fiscal Year Ended 03/31/23: $516,600 | | Fiscal Year Ended 03/31/23: $2,075,449 | | | | Tax Fees | | Fiscal Year Ended 09/30/20:03/31/22: $0 | | Fiscal Year Ended 09/30/20:03/31/22: $0 | | Fiscal Year Ended 03/31/23: $0 | | Fiscal Year Ended 03/31/23: $0 | | | | All Other Fees | | Fiscal Year Ended 09/30/20:03/31/22: $0 | | Fiscal Year Ended
09/30/20: $1,561,351 03/31/22: $0 | | Fiscal Year Ended 03/31/23: $0 | | Fiscal Year Ended 03/31/23: $0 | | | | Aggregate Non-Audit Fees | | Fiscal Year Ended 03/31/22: $0 | | Fiscal Year Ended 12/31/21: $14.4 million | | Fiscal Year Ended 03/31/23: $516,600 | | Fiscal Year Ended 12/31/22: $17.1 million |
37
Goldman Sachs Trust II | | | | | | | | | | Fees billed to the Fund | | Fees billed to GSAM and any entity controlling, controlled by, or under common control with GSAM | | | | Audit Fees | | Fiscal Year Ended 09/30/20: $20,00010/31/21: $158,900 | | Fiscal Year Ended 09/30/20:10/31/21: $0 | | Fiscal Year Ended 10/31/22: $562,318 | | Fiscal Year Ended 10/31/22: $0 | | | | Audit-Related Fees | | Fiscal Year Ended 10/31/21: $33,496 | | Fiscal Year Ended 10/31/21: $1,906,448 | | Fiscal Year Ended 10/31/22: $64,000 | | Fiscal Year Ended 10/31/22: $1,906,448 | | | | Tax Fees | | Fiscal Year Ended 10/31/21: $0 | | Fiscal Year Ended 10/31/21: $0 | | Fiscal Year Ended 10/31/22: $0 | | Fiscal Year Ended 10/31/22: $0 | | | | All Other Fees | | Fiscal Year Ended 10/31/21: $0 | | Fiscal Year Ended 10/31/21: $0 | | Fiscal Year Ended 10/31/22: $0 | | Fiscal Year Ended 10/31/22: $0 | | | | Aggregate Non-Audit Fees | | Fiscal Year Ended 10/31/21: $33,496 | | Fiscal Year Ended 12/31/21: $14.4 million | | Fiscal Year Ended 10/31/22: $64,000 | | Fiscal Year Ended 12/31/22: $17.1 million |
For the Fund’s fiscal year ended September 30, 2020, non-audit fees represented approximately 1% of the total fees pre-approved by the Audit Committee.Goldman Sachs Variable Insurance Trust
| | | | | | | | | | Fees billed to the Fund | | Fees billed to GSAM and any entity controlling, controlled by, or under common control with GSAM | | | | Audit Fees | | Fiscal Year Ended 12/31/21: $499,130 | | Fiscal Year Ended 12/31/21: $0 | | Fiscal Year Ended 12/31/22: $529,199 | | Fiscal Year Ended 12/31/22: $0 | | | | Audit-Related Fees | | Fiscal Year Ended 12/31/21: $95,166 | | Fiscal Year Ended 12/31/21: $1,906,448 | | Fiscal Year Ended 12/31/22: $38,900 | | Fiscal Year Ended 12/31/22: $1,906,448 | | | | Tax Fees | | Fiscal Year Ended 12/31/21: $0 | | Fiscal Year Ended 12/31/21: $0 | | Fiscal Year Ended 12/31/22: $0 | | Fiscal Year Ended 12/31/22: $0 | | | | All Other Fees | | Fiscal Year Ended 12/31/21: $0 | | Fiscal Year Ended 12/31/21: $0 | | Fiscal Year Ended 12/31/22: $0 | | Fiscal Year Ended 12/31/22: $0 | | | | Aggregate Non-Audit Fees | | Fiscal Year Ended 12/31/21: $95,166 | | Fiscal Year Ended 12/31/21: $14.4 million | | Fiscal Year Ended 12/31/22: $38,900 | | Fiscal Year Ended 12/31/22: $17.1 million |
Pre-Approval of Audit and Non-Audit Services Provided to the FundFunds The Audit and Non-Audit Services Pre-Approval Policies adopted by the Audit Committees of the Boards of the GS Trust II, the GSETF Trust, the MLP Fund and/or the Real Estate Fund (the “Policies”) set forth the procedures and the conditions pursuant to which services performed by an independent auditor for the Funds may be pre-approved. Services may be pre-approved specifically by an Audit Committee as a whole or, in certain circumstances, by its Audit Committee Chair or the person designated as the 38
audit committee financial expert. In addition, subject to specified cost limitations, certain services may be pre-approved under the provisions of the applicable Policy. Each Policy provides that the applicable Audit Committee will consider whether the services provided by an independent auditor are consistent with the SEC’s rules on auditor independence. Each Policy provides for periodic review and pre-approval by the applicable Audit Committee of the services that may be provided by the independent auditor. De Minimis Waiver. The pre-approval requirements of each 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 the applicable Fund(s) at the time of the engagement to be non-audit services; and (3) such services are promptly brought to the attention of the applicable Audit Committee and approved prior to the completion of the audit by such Audit Committee or by one or more members of such Audit Committee to whom authority to grant such approvals has been delegated by such Audit Committee, pursuant to the pre-approval provisions of its Policy. Pre-Approval of Non-Audit Services Provided to the Funds’ Investment Advisers. The Policies provide that, in addition to requiring pre-approval of audit and non-audit services provided to the Funds, the Audit Committees will pre-approve those non-audit services provided to the Funds’ investment adviser(s) (and entities controlling, controlled by or under common control with the investment adviser that provide ongoing services to the Funds) where the engagement relates directly to the operations or financial reporting of the Fund. Each Audit Committee has considered these fees and the nature of the services rendered, and has concluded that they are compatible with maintaining the independence of PricewaterhouseCoopers LLP. Each Audit Committee did not approve any of the audit-related, tax, or other non-audit fees described above pursuant to the “de“de minimis exceptions” set forth in Rule 2-01(c)(7)(i)(C) and Rule 2-01(c)(7)(ii) of Regulation S-X. PricewaterhouseCoopers LLP did not provide any audit-related services, tax services or other non-audit services 32
to GSAM or any entity controlling, controlled by or under common control with GSAM that provides ongoing services toS-X during the Fund(s) under its oversight that such Audit Committee was required to approve pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X.Funds’ two most recent applicable fiscal years. Each Audit Committee considered whether the provision of non-audit services rendered to GSAM and any entity controlling, controlled by, or under common control with GSAM that provides ongoing services to the Fund(s) under its oversight that were not pre-approved by such Audit Committee because the engagement did not relate directlypursuant to the operations and financial reportingRule 2-01(c)(7)(ii) of such Fund(s) Regulation S-X is compatible with maintaining PricewaterhouseCoopers LLP’s independence.
Required Vote Each shareholder is entitled to one vote for each share held and a fractional vote proportionate to fractional shares held as of the Record Date. For each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II the GSETF Trust and the Real Estate Fund,GS VIT, the presence in person or by proxy of shareholders owning shares representing one-third (1/3) or more of the total combined shares entitled to vote at the Meeting shall constitute a quorum at the Meeting. For the MLP Fund, the presence in person or by proxy of shareholders owning shares representing a majority or more of the total combined shares entitled to vote at the Meeting shall constitute a quorum at the Meeting. For each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II the GSETF Trust and the Real Estate Fund,GS VIT, when a quorum is present, a plurality of the shares voted shall elect a Nominee as Trustee. For the MLP Fund, when a quorum is present, a majority of the shares voted shall elect a Nominee as Trustee. Cumulative voting is not permitted. If a proxy card is properly executed and returned accompanied by instructions to withhold authority, the shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum, but will not be counted in favor of the Proposal. For each of the GSETF Trust, GSETF Trust II, GS Trust, GS Trust II and GSETF Trust,GS VIT, the Proposal applies on a Trust-wide basis, and all series (i.e., the respective Funds) and classes thereof will vote together on the Proposal. However, the vote on the Proposal or the election of a Nominee by the shareholders of each of the GSETF Trust, GSETF Trust II, Real Estate Fund, GS Trust, GS Trust II the GSETF Trust, the MLP Fund or the Real Estate Fundand GS VIT will not affect the Proposal or the election of a Nominee with respect to the other TrustsFunds. If elected by shareholders, the Nominees would begin serving as Trustees of the applicable Board on January 1, 2024. 39
With respect to GS VIT, Life Companies that use shares of a Fund as funding media for its variable contracts will vote shares of the Fund held by its Accounts in accordance with the instructions received from variable contract holders. The Life Companies will also vote shares attributable to variable contracts as to which proxy cards or Funds.voting instruction forms are neither executed nor returned in proportion (“for” or “withhold authority”) to those shares for which instructions are received, even in instances where a broker would be prevented from exercising discretion. As a result, a small number of variable contract holders could determine the outcome of the vote if other variable contract holders fail to vote. A Life Company whose separate account invests in a Fund will vote shares held by its general account and its subsidiaries in the same proportion as other votes cast by its Accounts in the aggregate. Brokers who hold shares in street name for customers have discretionary authority to vote on “routine” proposals, such as the election of Trustees, when they have not received instructions from the beneficial owners of those shares. Abstentions will be treated as shares that are present, and thereby included for purposes of determining whether a quorum is present at the Meeting, but will not be treated as a vote cast. Abstentions (which are treated as shares present and entitled to vote) will have the same effect as a vote “against” the Proposal. If at the time the Meeting is called to order a quorum is not present in person or by proxy, or if a quorum is present but sufficient votes in favor of the Proposal have not been received, the Meeting may be adjourned to a later date by the chair of the meeting, or by a vote of shareholders. In the event of a shareholder vote on adjournment, any such adjournment will require the affirmative vote of a majority of the shares of a Trust or a Fund present in person or by proxy at the session of the Meeting to be adjourned. The persons named as proxies will vote those proxies which they are entitled to vote in favor of the Proposal in favor of such an adjournment, and will vote those proxies required to be voted against the Proposal against any such adjournment. Abstentions effectively will be a vote “against” adjournment. Subject to the foregoing, the Meeting may be adjourned and re-adjourned without further notice to shareholders. However, if, after adjournment, a new record date is fixed for 33
the adjourned meeting, the Secretary or an Assistant Secretary shall give notice of the adjourned meeting to Shareholders of record entitled to vote at such meeting. If the Nominees are not elected, the Trustees will continue to oversee their respective Funds. The Boards’ Recommendation EACH BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUND(S) UNDER ITS OVERIGHT VOTE “FOR” THE PROPOSAL (ELECTION OF EACH NOMINEE) 3440
OTHER BUSINESS As of the date of this Joint Proxy Statement, the Trustees knew of no matter to be presented at the Meeting other than as set forth in this Joint Proxy Statement. If other business should properly come before the Meeting, proxies will be voted in accordance with the judgment of the persons named in the accompanying proxy. 3541
ADDITIONAL INFORMATION Shareholder Proposals Each of the GS Trust II, the GSETF Trust and the Real Estate Fund isThe Funds are not required and doesdo not intend to hold a meeting of shareholders each year. Instead, meetings will be held only when and if required by law or as otherwise determined by the applicable Board. Any shareholder desiring to present a proposal for consideration at the next meeting of shareholders of his or her respective Fund(s) must submit the Proposal in writing, so that it is received by the appropriate Fund(s) within a reasonable time before any meeting. The proposals should be sent to each of the GS Trust II, the GSETF Trust or the Real Estate Fundapplicable Fund(s) at its address stated on the first page of this Joint Proxy Statement.
With respect to the MLP Fund, any shareholder who wishes to submit nominations of individuals for election to the Boards at the Meeting must be a shareholder of record both at the time of giving of notice and at the time of the Meeting, who is entitled to vote at the Meeting in the election of any individual so nominated. Such shareholders must give notice in writing to the Secretary of the Fund, c/o Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York, 10282, no later than 5:00 p.m., Eastern Time, on October 2, 2021.
With respect to the MLP Fund, any shareholder who wishes to submit proposals for inclusion in the Fund’s proxy materials for a subsequent shareholders meeting should give notice in writing to the Secretary of the Fund, and such proposed business must be a proper matter for action by the Fund’s shareholders. For such proposals to be timely for the Fund’s 2022 annual meeting, a shareholder’s notice must be received by the Secretary at the Fund, c/o Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York, 10282, no earlier than September 13, 2021 and no later than 5:00 p.m., Eastern Time, on October 13, 2021; provided, however, that in the event that the date of the Fund’s 2021 annual meeting of shareholders is advanced or delayed by more than 30 days from the date of the preceding year’s annual meeting, notice by the shareholder to be timely must be delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. Shareholder proposals that are submitted in a timely manner will not necessarily be included in the Fund’s proxy materials or be able to be presented at the 2022 annual meeting of shareholders. Inclusion of such proposals is subject to limitations under the federal securities laws and informational and other requirements of the Fund’s current By-Laws, as in effect from time to time.
Investment Advisers and Sub-Advisers Goldman Sachs Trust II Investment Adviser Goldman Sachs Asset Management, L.P. 200 West Street, New York, New York 10282 Sub-Advisers Algert Global, LLC (Goldman Sachs Multi-Manager Alternatives Fund) 101 California St., Suite 4425, San Francisco, California 94111 Ares Capital Management II LLC (Goldman Sachs Multi-Manager Non-Core Fixed Income Fund) 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067 Aristotle Pacific Capital, LLC (Goldman Sachs Multi-Manager Non-Core Fixed Income Fund) 840 Newport Center Drive, 7th Floor, Newport Beach, California, 92660 36
Artisan Partners Limited Partnership (Goldman Sachs Multi-Manager Alternatives Fund) 875 E. Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin 53202 Axiom Investors LLC (Goldman Sachs Multi-Manager Global Equity Fund) 33 Benedict Place, Greenwich, Connecticut 06830 Bardin Hill Arbitrage IC Management LP (Goldman Sachs Multi-Manager Alternatives Fund) 299 Park Avenue, 24th Floor, New York, New York 10171 BlueBay Asset Management LLP (Goldman Sachs Multi-Manager Non-Core Fixed Income Fund)
77 Grosvenor Street, London, W1K 3JR.
BlueBay Asset Management USA LLC (Goldman Sachs Multi-Manager Non-Core Fixed Income Fund)
750 Washington Blvd., Suite 802, Stamford Connecticut 06901
Boston Partners Global Investors, Inc. (Goldman Sachs Multi-Manager Global Equity Fund and Multi-Manager U.S. Small Cap Equity Fund) One Grand Central Place, 60 East 42ndBeacon Street, Suite 1550, New York, New York 1016530th Floor, Boston, Massachusetts 02108 42
Brigade Capital Management, LP (Goldman Sachs Multi-Manager Alternatives Fund and Goldman Sachs Multi-Manager Non-Core Fixed Income Fund) 399 Park Avenue, 16th Floor, New York, New York 10022 Brown Advisory LLC (Multi-Manager U.S. Small Cap Equity Fund) 901 South Bond Street, Suite 400, Baltimore, Maryland 21231 Causeway Capital Management LLC (Goldman Sachs Multi-Manager Global Equity Fund and Multi-Manager International Equity Fund) 11111 Santa Monica Blvd, 15th Floor, Los Angeles, California 90025 Cohen & Steers Capital Management, Inc. (Goldman Sachs Multi-Manager Real Assets Strategy Fund) 280 Park Avenue, New York, New York 10017 Crabel Capital Management, LLC (Goldman Sachs Multi-Manager Alternatives Fund) 10250 Constellation Boulevard,1999 Avenue of the Stars, Suite 2650,2550, Los Angeles, California 90067
DWS InvestmentDiamond Hill Capital Management Americas, Inc. (Goldman Sachs Multi-Manager Global Equity Fund)
875 Third Avenue, New York, New York 10022325 John H. McConnell Boulevard, Suite 200, Columbus, Ohio 43215
GQG Partners LLC (Goldman Sachs GQG Partners International Opportunities Fund and Goldman Sachs Multi-Manager Alternatives Fund) 450 East Las Olas Boulevard, Suite 750, Fort Lauderdale, Florida 33301 GW&K Investment Management, LLC (Goldman Sachs Multi-Manager Global Equity Fund) 222 Berkeley Street, FL 15, Boston, Massachusetts 02116 Lazard Asset Management LLC (Goldman Sachs Multi-Manager International Equity Fund) 30 Rockefeller Plaza, New York, New York 10112 Longfellow Investment Management Co., LLC (Goldman Sachs Multi-Manager Alternatives Fund) 125 High Street, Boston, Massachusetts 02110 Marathon Asset Management, L.P. (Goldman Sachs Multi-Manager Non-Core Fixed Income Fund and Goldman Sachs Multi-Manager Alternatives Fund) One Bryant Park, 38th Floor, New York, New York 10036 37
Massachusetts Financial Services Company, d/b/a MFS Investment Management (Goldman Sachs Multi-Manager Global Equity Fund and Multi-Manager International Equity Fund) 111 Huntington Avenue, Boston, Massachusetts 02199 43
Nuveen Asset Management LLC (Goldman Sachs Multi-Manager Non-Core Fixed Income Fund) 333 West Wacker Drive, Chicago, Illinois 60606 PGIM Real Estate (Goldman Sachs Multi-Manager Real Assets Strategy Fund) 7 Giralda Farms, Madison,655 Broad Street, Newark, New Jersey 07940
Presima Inc. (Goldman Sachs Multi-Manager Real Assets Strategy Fund)
1000 Jean-Paul-Riopelle Place, Suite E400, Montreal, Quebec, Canada, H2Z 2B607102
Principal Global Investors, LLC (Goldman Sachs Multi-Manager Global Equity Fund) 801 Grand Avenue, Des Moines, Iowa 50392 QMAPrincipal Real Estate Investors, LLC (Goldman Sachs Multi-Manager Global EquityReal Assets Strategy Fund)
Gateway Center Two, 100 Mulberry Street, Newark, New Jersey 07102801 Grand Avenue, Des Moines, Iowa 50392
River Canyon FundRBC Global Asset Management LLC(UK) Limited d/b/a RBC BlueBay Asset Management (Goldman Sachs Multi-Manager Alternatives Fund and GoldmanNon-Core Fixed Income Fund)
77 Grosvenor Street, London, W1K 3JR RBC Global Asset Management (U.S.) Inc. d/b/a RBC Global Asset Management (Goldman Sachs Multi-Manager Non-Core Fixed Income Fund) 2000 Avenue of the Stars, 11th Floor, Los Angeles, California 9006750 South Sixth Street, Suite 23450, Minneapolis, Minnesota 55402
RREEF America L.L.C. (Goldman Sachs Multi-Manager Real Assets Strategy Fund) 222 S. Riverside Plaza, 34th Floor, Chicago, Illinois 60606 Russell Investments Commodity Advisor, LLC (Goldman Sachs Multi-Manager Alternatives Fund) 1301 2nd Avenue, 18th Floor, Seattle, Washington 98101 TCW Investment Management Company LLC (Goldman Sachs Multi-Manager Alternatives Fund and Goldman Sachs Multi-Manager Non-Core Fixed Income Fund) 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017 T. Rowe Price Associates, Inc. (Goldman Sachs Multi-Manager Global Equity Fund) 100 East Pratt Street, Baltimore, Maryland 21202 Trium Capital LLP (Goldman Sachs Multi-Manager Alternatives Fund) 60 Gresham Street, London EC2V 7BB, United Kingdom Vaughan Nelson Investment Management, L.P. (Goldman Sachs Multi-Manager Global Equity Fund) 600 Travis Street, Suite 3800, Houston, Texas 77002 44
Victory Capital Management, Inc. (Multi-Manager U.S. Small Cap Equity Fund) 15935 La Cantera Parkway, San Antonio, Texas 78256 Vulcan Value Partners, LLC (Goldman Sachs Multi-Manager Global Equity Fund) Three Protective Center, 2801 Highway 280 South, Suite 300, Birmingham, Alabama 35223 WCM Investment Management (Goldman Sachs Multi-Manager Global Equity Fund and Multi-Manager International Equity Fund) 281 Brooks Street, Laguna Beach, California 92651 Wellington Management Company LLP (Goldman Sachs Multi-Manager Alternatives Fund and Goldman Sachs Multi-Manager Global Equity Fund) 280 Congress Street, Boston, Massachusetts 02210 Westfield Capital Management Company, L.P. (Multi-Manager U.S. Small Cap Equity Fund) One Financial Center, Boston, Massachusetts 02111 Goldman Sachs ETF Trust, Goldman Sachs MLP and Energy Renaissance Fund andETF Trust II, Goldman Sachs Real Estate Diversified Income Fund and Goldman Sachs Variable Insurance Trust Investment Adviser Goldman Sachs Asset Management, L.P. 200 West Street, New York, New York 10282 38
Transfer Agents and Distributors
Goldman Sachs Trust II Investment Advisers Goldman Sachs & Co. LLC DistributorAsset Management, L.P.
200 West Street, New York, New York 10282 Goldman Sachs & Co. LLCAsset Management International Christchurch Court, 10-15 Newgate Street, London, England EC1A 7HD Transfer Agent 71 South Wacker Drive, Chicago, Illinois 60606Agents and Distributors
Goldman Sachs ETF Trust and Goldman Sachs ETF Trust II ALPS Distributors, Inc. Distributors 1290 Broadway, Suite 10000, Denver, Colorado 80203 The Bank of New York Mellon Transfer Agent 240 Greenwich Street, New York, New York 10286 Goldman Sachs MLP and Energy Renaissance Fund
Computershare Trust Company, N.A.45
Transfer Agent
211 Quality Circle, Suite 210, College Station, Texas 77845
Goldman Sachs Real Estate Diversified Income Fund, Goldman Sachs Trust, Goldman Sachs Trust II and Goldman Sachs Variable Insurance Trust Goldman Sachs & Co. LLC Distributor 200 West Street, New York, New York 10282 Goldman Sachs & Co. LLC Transfer Agent 71 South Wacker Drive, Suite 1200, Chicago, Illinois 60606 Solicitation of Proxies Solicitation of proxies is being made primarily by the mailing of this Notice and Joint Proxy Statement with its enclosures on or about October 4, 2021.September 7, 2023. Shareholders of the Funds whose shares are held by nominees such as brokers can vote their proxies by contacting their respective nominee. In addition to the solicitation of proxies by mail, employees of GSAM and its affiliates as well as dealers or their representatives may solicit proxies in person or by mail, telephone, telegraph, facsimile or oral communication. The Funds and GSAM have retained Broadridge, a proxy solicitation firm, to assist the solicitation and tabulation of proxies, and DFIN to assist with the printing of proxy materials. The cost of DFIN’s and Broadridge’s services in connection with the proxy solicitation is approximately $1,612,964. 39
The proxy materials are available to available online at www.proxyvote.com (please have the control number found on your proxy card or voting instruction form ready when you visit this website). Shareholders who do not expect to be attend the Meeting and who wish to have their shares voted are requested to vote by mail, Internet or telephone. If you choose to vote by mail, please sign and date the enclosed proxy card or voting instruction form and return it in the enclosed envelope. No postage is required if mailed in the United States. If you choose to vote by Internet or telephone, please use the control number on the proxy card or voting instruction form and follow the instructions on the proxy card or voting instruction form. If you have any questions regarding the proxy materials please contact Broadridge at 855-973-0097. 4046
APPENDIX A AUDIT COMMITTEE CHARTERSCHARTER Goldman Sachs ETF Trust, Goldman Sachs ETF Trust II, Goldman Sachs Real Estate Diversified Income Fund, and Goldman Sachs Trust II Audit Committee Charter Organization and Purpose The Board of Trustees (the “Board”) of each of Goldman Sachs ETF Trust, Goldman Sachs ETF Trust II, Goldman Sachs MLP and Energy Renaissance Fund, Goldman Sachs Real Estate Diversified Income Fund, Goldman Sachs Trust II (the “Funds”“Fund”) has established an Audit Committee (the “Committee”), comprised of each of the Funds’ Independent Trustees. Independent Trustees are those Trustees who meet the independence standards set forth in the Funds’ Governance and Nominating Committee Charter. Charters and (with respect to Goldman Sachs ETF Trust, Goldman Sachs ETF Trust II, and Goldman Sachs MLP and Energy Renaissance Fund) Rule 10A-3(b)(1)(iii)1 under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and other applicable listing exchange rules, and who do not receive, directly or indirectly, any consulting, advisory or other compensatory fee from the Funds except compensation for service as a member of the Board or a committee of the Board. The Committee has been established by and among the Trustees for the purpose of, overseeingamong other things as set forth below, assisting the accounting and financial reporting processesBoard with oversight of (1) the Funds, the workintegrity of the Funds’ financial statements, (2) the Funds’ compliance with legal and regulatory requirements, (3) the independent auditors,auditor’s qualifications and independence, (4) the workperformance of the Funds’ internal auditorsaudit function and independent auditor, and (5) (with respect to Goldman Sachs MLP and Energy Renaissance Fund) preparation of the Audit Committee report required to be included in the Fund’s proxy statement. With respect to Goldman Sachs MLP and Energy Renaissance Fund, each member of the Committee must be financially literate, or become financially literate within a reasonable period of time after his or her appointment to the Committee, as such qualification is interpreted by the Funds’ Board in its business judgment. The Committee’s composition shall meet such other regulatory requirements relating to audit committees established from time to time by the Funds.Securities and Exchange Commission (“SEC”) and any other applicable governmental entity or self-regulatory organization or law to which the Funds are subject. The Board, with the assistance of the Committee, shall determine whether any member of the Committee is an “audit committee financial expert” (“ACFE”)2as defined by the applicable regulations of the SecuritiesSEC, and Exchange Commission (the “SEC”).1the Board may presume that the ACFE satisfies the financial literacy requirement. The Committee will select one of its members to be its chair. With respect to Goldman Sachs MLP and Energy Renaissance Fund, if a member simultaneously serves on the audit committees of more than three public companies, the Board must determine that such simultaneous service will not impair the ability of such member to effectively serve on the Committee, and must disclose such determination either on or through the Fund’s website, in its annual proxy statement, or in the Fund’s annual report.3 1 | In order to be considered to be independent for purposes of Rule 10A-3(b)(i), a member of an audit committee of a listed issuer that is an investment company may not, other than in his or her capacity as a member of the audit committee, the board of trustees, or any other board committee: |
Accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer or any subsidiary thereof, provided that, unless the rules of the national securities exchange or national securities association provide otherwise, compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the listed issuer (provided that such compensation is not contingent in any way on continued service); or Be an “interested person” of the issuer as defined in section 2(a)(19) of the Investment Company Act of 1940. 2 | The Board or the Committee will report its determination to Management so that appropriate disclosure can be included in each Fund’s annual report consistent with Item 3 of Form N-CSR. |
3 | For purposes of this requirement, where a Trustee serves on multiple boards in the same fund complex, such service will be counted as one board. |
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The Committee will set its agenda and the places and times of its meetings. The greater of one third or two membersA majority of the Committee shall constitute a quorum. Except as otherwise required by applicable law, the Committee shall act by a vote of a majority of the Committee members at a Committee meeting, including a meeting held by conference telephone, teleconference or other electronic media or communication equipment, or by written consent of a majority of the Committee members without a meeting. Any written consent or waiver may be provided and delivered to the Committee chair by e-mail, facsimile or other similar electronic mechanism. Statement of Policy The Committee shall oversee the audit process and provide assistance to the Board in fulfilling its responsibilities in overseeing financial reporting. The Committee will also assist the Board with the oversight of the Funds’ compliance with regulatory requirements that relate to the Funds’fund accounting and financial reporting, internal control over financial reporting and independent audits. In so doing, the Committee will endeavor to facilitate free and open means of communication among the Funds’ Trustees, independent registered public accounting firm(s)firm (the “independent auditor(s)”auditor”), and management. A primary objective of the Committee is to help set the “tone at the top” for quality financial reporting and a sound system of internal controls over financial reporting. The Committee will regularly report its activities, observations, and recommendations to the Board. The Committee’s activities and effectiveness will be assessed periodically and reviewed with the Board. Summary of Responsibilities The function of the Committee is oversight. Management of the Funds (“Management”) is responsible for the preparation, presentation, and integrity of the Funds’ financial statements. Management draws upon different parts of theThe Goldman Sachs Group, Inc. (“Goldman Sachs”) corporate structure in fulfilling this role –— the Fund Controllers department (within the Finance Division) and the Operations Division (working in conjunction with Goldman Sachs Asset Management, L.P. (“GSAM”)GSAM Global Fund Services) are responsible for applying appropriate accounting and financial reporting principles and maintaining policies and internal controls and procedures designed to assure compliance with generally accepted accounting principles (GAAP) and applicable laws and regulations. In fulfilling its role under this Charter, Management also delegates certain functions to the Funds’ accounting and tax agents, but remains responsible for those functions. The independent auditor(s)auditor for the Funds areis responsible for planning and executing audits consistent with applicable professional standards and in accordance with the terms of the engagement letter(s). The independent auditor(s) will report directly to the Committee. 1 | The Board or the Committee will report its determination to Management so that appropriate disclosure can be included in each Fund’s annual report consistent with Item 3 of Form N-CSR.
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The Committee performs its functions under this Audit Committee Charter on the basis of information provided or representations made to it by the Funds’ independent auditor Management, and/or other service providers, and/or by legal counsel and/or other experts or consultants. Nothing in this Charter is intended to impose, or should be interpreted as imposing, on any member of the Committee (including any member designated as an audit committee financial expert) any additional duties or responsibilities over and above those placed on the member in his or her capacity as a Trustee of the Funds under applicable federal and state law.
Subject to regulatory mandates, the policies and procedures of the Committee should remain flexible, in order to react to changing conditions and to assist the Committee in providing assurance to the Board and shareholders that the Funds’ accounting and reporting practices are in accordance with applicable requirements.
The following are the duties and responsibilities of the Committee:
Primarily Related to the Independent Auditor(s)
| 1. | Evaluate and select (subject to ratification by the Board) the Funds’ independent auditor(s).
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| 2. | Participate in the selection process and approve the new lead audit partner(s).
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| 3. | Be responsible for the oversight of the work of the independent auditor(s).
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| 4. | At least annually, obtain and review a report by the independent auditors describing the auditors’ internal quality-control procedures, as well as any material issues raised by the most recent internal quality-control review or peer review of the auditors, or by any inquiry or investigation by governmental or professional authorities, including the Public Company Accounting Oversight Board (“PCAOB”), within the preceding five years, with respect to one or more independent audits carried out by the auditors, and any steps taken to deal with any such issues.
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| 5. | Review and approve the compensation of (a) the independent auditor(s) employed by the Funds for the purpose of rendering or issuing an audit report and any other services that they may perform and (b) any advisers employed by the Committee as described herein.
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| 6. | Evaluate the independence and qualifications of the auditors, including their processes to remain independent, and request an annual representation from the independent auditor(s) regarding their independence under applicable professional and regulatory standards. As part of its evaluation of the independence of the auditors, the Committee may inquire into and consider such items as: (1) the audit and non-audit services performed by the auditors and related fees; (2) the hiring of partners or employees or former partners or employees of the auditors by the Funds and their affiliates; (3) whether any non-audit services provided by the auditors to the Funds’ investment adviser or any adviser affiliate that provides ongoing services to the Funds are compatible with maintaining the auditors’ independence; (4) the rotation of the auditors’ partners who participate in providing auditing services to the Funds and (5) other relationships, if any, between the Funds and the auditors that may bear on the independence or objectivity of the auditors.
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| 7. | Meet with the independent auditor(s) and financial and accounting personnel of the Funds to review the scope of the proposed audits for the current year, the audit procedures to be utilized, and the key risk considerations, and at the conclusion thereof, review the results of such audit, including the independent auditor(s’) opinions on the Funds’ financial statements and any management letters, comments, or recommendations of the independent auditor(s) and consider Management’s response to such.
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| 8. | Meet at least two times annually with Management and the independent auditor(s), or more frequently if circumstances dictate, and meet at least annually with the independent auditor(s) (or more frequently if circumstances dictate) alone and outside the presence of Management personnel in executive session to discuss any disagreements with Management, whether or not satisfactorily resolved, about matters
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| that individually or in the aggregate could be significant to the Funds’ financial statements, the effectiveness of internal controls, including internal controls over financial reporting, and the audit report(s) of the independent auditor(s). |
| 9. | Meet (as circumstances dictate) with any certified public accountant and audit firm rendering reports to the Committee or the Board.
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| 10. | Receive from the Funds’ independent auditor(s) timely communications discussing any matters of concern relating to the Funds’ financial statements, including any adjustments to such statements recommended by the auditors, or other results of said audit(s), including matters required to be discussed under the PCAOB Standard No. 16.
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| 11. | Review with financial and accounting personnel and the independent auditor(s) the quality, not just the acceptability, of accounting principles and financial disclosure practices used or proposed to be used by the Funds.
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| 12. | Review with the independent auditor(s) and financial and accounting personnel the adequacy and effectiveness of the accounting and financial controls of the Funds, and consider any recommendations for the improvement of the Funds’ internal control procedures or particular areas where new or more detailed controls or procedures are desirable.
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| 13. | Review with the independent auditor(s) and financial and accounting personnel the risk of fraud and the adequacy of internal controls to identify any payments, transactions or procedures that might be deemed fraudulent, illegal or otherwise improper.
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| 14. | Review with the independent auditor(s), and financial and accounting personnel, issues arising under the valuation and compliance procedures used for the Funds.
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Primarily Related to Management and/or Internal Audit
| 15. | Review with the financial and accounting personnel the performance of the fund accounting and tax agents in providing accounting and financial reporting services to the Funds.
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| 16. | Review and discuss with Internal Audit the internal audit function and responsibilities and any scope restrictions encountered during the execution of internal audit responsibilities, normally on at least an annual basis.
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| 17. | Discuss with representatives of Internal Audit the scope and staffing of the internal audit plan to be performed by Internal Audit as it relates to the Funds’ control environment. After the conclusion of their audits, discuss the significant results of the audits and Management’s responses thereto.
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| 18. | Review and discuss with Internal Audit its Charter, normally on an annual basis.
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| 19. | Review and discuss with Internal Audit the adequacy of the Funds’ internal controls (including the fraud risk), at least on an annual basis.
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| 20. | Meet with representatives of Internal Audit at least annually in executive session, or more frequently if circumstances dictate.
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| 21. | Meet at least annually with the Funds’ principal financial officer in executive session, or more frequently as circumstances dictate.
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| 22. | Receive, in accordance with applicable regulations, communications from the Funds’ principal executive officer and principal financial officer, based on their periodic evaluations, regarding: (a) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Funds’ ability to record, process, summarize, and report financial information; and (b) any fraud, whether or not material, that involves Management or other employees who have a significant role in the Funds’ internal control over financial reporting.
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| 23. | Review with Management (and if necessary, the independent auditor(s)) periodically any tax matters or developments that could affect the Funds.
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| 24. | Review Management’s periodic reports concerning any organizational or personnel changes that could affect the nature or quality of the Funds’ accounting, financial reporting and internal controls.
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| 25. | As the Committee deems appropriate, inquire into the internal control over financial reporting of the Funds’ service providers.
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Other
| 26. | Investigate any circumstance that comes to the attention of the Committee that indicates that any officer, director or Trustee of the Funds or their investment advisers or distributor, or any person acting under their direction, may have violated applicable regulatory provisions prohibiting: (a) materially false or misleading statements or omissions in connection with any audit of the Funds’ financial statements or the preparation of any document or report required to be filed with a regulatory body; or (b) actions to fraudulently influence, coerce, manipulate or mislead the Funds’ independent auditor(s) in connection with their opining on the Funds’ financial statements.
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| 27. | Review periodically the procedures for the receipt, retention, and treatment of complaints regarding: (a) accounting, internal controls, or auditing matters relating to the Funds; (b) other legal, compliance, and ethical issues relating to the Funds; and (c) instances of suspected financial statement or other fraud relating to the Funds. The Committee shall confirm annually whether the procedures provide for the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters by officers and Trustees of the Funds, employees of The Goldman Sachs Group, Inc. and its affiliates and, as applicable, other persons covered by the procedures.
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| 28. | Submit the minutes of all meetings of the Committee to, or discuss the matters discussed at each Committee meeting with, the Board.
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| 29. | Evaluate the performance of the Committee at least annually, or more frequently if circumstances dictate. Such evaluation should include a comparison of the performance of the Committee with the requirements of this Charter.
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| 30. | Review the provisions of this Audit Committee Charter at least annually, or more frequently if circumstances dictate. This Charter may be amended by a majority of the Independent Trustees.
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Pre-Approval of Audit and Non-Audit Services
| 31. | The Committee will pre-approve, pursuant to pre-approval policies established from time to time by the Committee, all engagements of the Funds’ independent auditor(s) that are required to be pre-approved under federal securities regulations, subject to any de minimis or other exceptions permitted by such regulations.
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| 32. | The Committee will review with the independent auditor(s), and financial, accounting and appropriate GSAM personnel, the controls applied by the independent auditor(s) and Management to assure that all items requiring pre-approval by the Committee are identified and referred to the Committee in a timely fashion.
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| 33. | The Committee may delegate any portion of its authority, including the authority to grant pre-approvals of audit and permitted non-audit services rendered by the Funds’ independent auditor(s), to a subcommittee of one or more members. Any decision of the subcommittee, including pre-approvals, shall be presented to the full Committee at its next regularly scheduled meeting. The Committee shall communicate any pre-approval made by it or a delegate to Management, who will ensure that the appropriate disclosure is made in the Funds’ periodic reports required by Section 15(d) of the Securities Exchange Act of 1934, as amended, and other documents as required under the federal securities laws.
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Additional Matters
| 34. | The Committee is authorized to investigate any matter brought to its attention within the scope of its duties, and is authorized to meet with the internal audit or compliance personnel of Management as the Committee deems appropriate in connection with the performance of its responsibilities.
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| 35. | The Committee may request to meet with internal legal and compliance personnel, including the Funds’ chief compliance officer. The Committee may also request to meet with entities that provide significant accounting or administrative services to the Funds.
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| 36. | The Committee is authorized to engage independent counsel and other advisers as it deems necessary to carry out its duties.
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Goldman Sachs ETF Trust Audit Committee Charter
Organization and Purpose
The Board of Trustees (the “Board”) of Goldman Sachs ETF Trust (the “Funds”) has established an Audit Committee (the “Committee”), comprised of each of the Funds’ Independent Trustees. Independent Trustees are those Trustees who meet the independence standards set forth as defined by Rule 10A-3(b)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “1934 Act”).1 The Committee has been established by and among the Trustees for the purpose of overseeing the accounting and financial reporting processes of the Funds, the work of the Funds’ independent auditors, and the work of the internal auditors relating to the Funds. The Board, with the assistance of the Committee, shall determine whether any member of the Committee is an “audit committee financial expert” as defined by the applicable regulations of the Securities and Exchange Commission (the “SEC”).2 The Committee will select one of its members to be its chair.
The Committee will set its agenda and the places and times of its meetings. The greater of one third or two members of the Committee shall constitute a quorum. Except as otherwise required by applicable law, the Committee shall act by a vote of a majority of the Committee members at a Committee meeting, including a meeting held by conference telephone, teleconference or other electronic media or communication equipment, or by written consent of a majority of Committee members without a meeting. Any written consent or waiver may be provided and delivered to the Committee by e-mail, facsimile or other similar electronic mechanism.
Statement of Policy
The Committee shall oversee the audit process and provide assistance to the Board in fulfilling its responsibilities in overseeing financial reporting. The Committee will also assist the Board with the oversight of the Funds’ compliance with regulatory requirements that relate to the Funds’ accounting and financial reporting, internal control over financial reporting and independent audits. In so doing, the Committee will endeavor to facilitate free and open means of communication among the Funds’ Trustees, independent registered public
1 | In order to be considered to be independent for purposes of Rule 10A-3(b)(i), a member of an audit committee of a listed issuer that is an investment company may not, other than in his or her capacity as a member of the audit committee, the board of trustees, or any other board committee:
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| (A) | Accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer or any subsidiary thereof, provided that, unless the rules of the national securities exchange or national securities association provide otherwise, compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the listed issuer (provided that such compensation is not contingent in any way on continued service); or
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| (B) | Be an “interested person” of the issuer as defined in section 2(a)(19) of the Investment Company Act of 1940.
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2 | The Board or the Committee will report its determination to Management so that appropriate disclosure can be included in each Fund’s annual report consistent with Item 3 of Form N-CSR.
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accounting firm(s) (the “independent auditor(s)”), and management. A primary objective of the Committee is to help set the “tone at the top” for quality financial reporting and a sound system of internal controls over financial reporting. The Committee will regularly report its activities, observations, and recommendations to the Board. The Committee’s activities and effectiveness will be assessed periodically and reviewed with the Board.
Summary of Responsibilities
The function of the Committee is oversight. Management of the Funds (“Management”) is responsible for the preparation, presentation, and integrity of the Funds’ financial statements. Management draws upon different parts of the Goldman Sachs corporate structure in fulfilling this role – the Controllers department (within the Finance Division) and the Operations Division (working in conjunction with Goldman Sachs Asset Management, L.P. (“GSAM”) Global Fund Services) are responsible for applying appropriate accounting and financial reporting principles and maintaining policies and internal controls and procedures designed to assure compliance with generally accepted accounting principles (GAAP) and applicable laws and regulations. In fulfilling its role under this Charter, Management also delegates certain functions to the Funds’ accounting and tax agents, but remains responsible for those functions. The independent auditor(s) for the Funds are responsible for planning and executing audits consistent with applicable professional standards and in accordance with the terms of the engagement letter(s). The independent auditor(s) will report directly to the Committee. The FundsCommittee shall provide for appropriate funding for the payment of compensation to the independent auditor(s),auditor, any other counsel or advisors engaged by the Committee at its discretion, and the ordinary administrative expenses of the Committee as necessary or appropriate in carrying out its duties.
The Committee performs its functions under this Audit Committee Charter on the basis of information provided or representations made to it by the Funds’ independent auditor, Management, and/or other service providers, and/or by legal counsel and/or other experts or consultants. Nothing in this Charter is intended to impose, or should be interpreted as imposing, on any member of the Committee (including any member designated as an audit committee financial expert)ACFE) any additional duties or responsibilities over and above those placed on the member in his or her capacity as a TrusteeBoard member of the Funds under applicable federal and state law. Subject to regulatory mandates, the policies and procedures of the Committee should remain flexible in order to react to changing conditions and to assist the Committee in providing assurance to the Board and shareholders that the Funds’ accounting and reporting practices are in accordance with applicable requirements. The following are the duties and responsibilities of the Committee:
Primarily Related to the Independent Auditor(s)A-2
| 1. | Evaluate and select (subject to ratification by the Board) the Funds’ independent auditor(s).
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| 2. | Participate in the selection process and approve the new lead audit partner(s).
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| 3. | Be responsible for the oversight of the work of the independent auditor(s).
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| 4. | At least annually, obtain and review a report by the independent auditors describing the auditors’ internal quality-control procedures, as well as any material issues raised by the most recent internal quality-control review or peer review of the auditors, or by any inquiry or investigation by governmental or professional authorities, including the Public Company Accounting Oversight Board (“PCAOB”), within the preceding five years, with respect to one or more independent audits carried out by the auditors, and any steps taken to deal with any such issues.
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| 5. | Review and approve the compensation of (a) the independent auditor(s) employed by the Funds for the purpose of rendering or issuing an audit report and any other services that they may perform and (b) any advisers employed by the Committee as described herein.
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| 6. | Evaluate the independence and qualifications of the auditors, including their processes to remain independent, and request an annual representation from the independent auditor(s) regarding their independence under applicable professional and regulatory standards. As part of its evaluation of the independence of the auditors, the Committee may inquire into and consider such items as: (1) the audit and non-audit services performed by the auditors and related fees; (2) the hiring of partners or employees or former partners or employees of the auditors by the Funds and their affiliates; (3) whether any non-audit services provided by the auditors to the Funds’ investment adviser or any adviser affiliate that provides ongoing services to the Funds are compatible with maintaining the auditors’ independence; (4) the rotation of the auditors’ partners who participate in providing auditing services to the Funds and (5) other relationships, if any, between the Funds and the auditors that may bear on the independence or objectivity of the auditors.
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| 7. | Meet with the independent auditor(s) and financial and accounting personnel of the Funds to review the scope of the proposed audits for the current year, the audit procedures to be utilized, and the key risk considerations, and at the conclusion thereof, review the results of such audit, including the independent auditor(s’) opinions on the Funds’ financial statements and any management letters, comments, or recommendations of the independent auditor(s) and consider Management’s response to such.
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| 8. | Meet at least two times annually with Management and the independent auditor(s), or more frequently if circumstances dictate, and meet at least annually with the independent auditor(s) (or more frequently if circumstances dictate) alone and outside the presence of Management personnel in executive session to discuss any disagreements with Management, whether or not satisfactorily resolved, about matters that individually or in the aggregate could be significant to the Funds’ financial statements, the effectiveness of internal controls, including internal controls over financial reporting, and the audit report(s) of the independent auditor(s).
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| 9. | Meet (as circumstances dictate) with any certified public accountant and audit firm rendering reports to the Committee or the Board.
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| 10. | Receive from the Funds’ independent auditor(s) timely communications discussing any matters of concern relating to the Funds’ financial statements, including any adjustments to such statements recommended by the auditors, or other results of said audit(s), including matters required to be discussed under the PCAOB Standard No. 16.
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| 11. | Review with financial and accounting personnel and the independent auditor(s) the quality, not just the acceptability, of accounting principles and financial disclosure practices used or proposed to be used by the Funds.
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| 12. | Review with the independent auditor(s) and financial and accounting personnel the adequacy and effectiveness of the accounting and financial controls of the Funds, and consider any recommendations for the improvement of the Funds’ internal control procedures or particular areas where new or more detailed controls or procedures are desirable.
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| 13. | Review with the independent auditor(s) and financial and accounting personnel the risk of fraud and the adequacy of internal controls to identify any payments, transactions or procedures that might be deemed fraudulent, illegal or otherwise improper.
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| 14. | Review with the independent auditor(s), and financial and accounting personnel, issues arising under the valuation and compliance procedures used for the Funds.
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Primarily Related to Management and/or Internal Audit
| 15. | Review with the financial and accounting personnel the performance of the fund accounting and tax agents in providing accounting and financial reporting services to the Funds.
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| 16. | Review and discuss with Internal Audit the internal audit function and responsibilities and any scope restrictions encountered during the execution of internal audit responsibilities, normally on at least an annual basis.
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| 17. | Discuss with representatives of Internal Audit the scope and staffing of the internal audit plan to be performed by Internal Audit as it relates to the Funds’ control environment. After the conclusion of their audits, discuss the significant results of the audits and Management’s responses thereto.
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| 18. | Review and discuss with Internal Audit its Charter, normally on an annual basis.
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| 19. | Review and discuss with Internal Audit the adequacy of the Funds’ internal controls (including the fraud risk), at least on an annual basis.
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| 20. | Meet with representatives of Internal Audit at least annually in executive session, or more frequently if circumstances dictate.
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| 21. | Meet at least annually with the Funds’ principal financial officer in executive session, or more frequently as circumstances dictate.
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| 22. | Receive, in accordance with applicable regulations, communications from the Funds’ principal executive officer and principal financial officer, based on their periodic evaluations, regarding: (a) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Funds’ ability to record, process, summarize, and report financial information; and (b) any fraud, whether or not material, that involves Management or other employees who have a significant role in the Funds’ internal control over financial reporting.
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| 23. | Review with Management (and if necessary, the independent auditor(s)) periodically any tax matters or developments that could affect the Funds.
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| 24. | Review Management’s periodic reports concerning any organizational or personnel changes that could affect the nature or quality of the Funds’ accounting, financial reporting and internal controls.
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| 25. | As the Committee deems appropriate, inquire into the internal control over financial reporting of the Funds’ service providers.
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Other
| 26. | Investigate any circumstance that comes to the attention of the Committee that indicates that any officer, director or Trustee of the Funds or their investment advisers or distributor, or any person acting under their direction, may have violated applicable regulatory provisions prohibiting: (a) materially false or misleading statements or omissions in connection with any audit of the Funds’ financial statements or the preparation of any document or report required to be filed with a regulatory body; or (b) actions to fraudulently influence, coerce, manipulate or mislead the Funds’ independent auditor(s) in connection with their opining on the Funds’ financial statements.
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| 27. | Review periodically the procedures for the receipt, retention, and treatment of complaints regarding: (a) accounting, internal controls, or auditing matters relating to the Funds; (b) other legal, compliance, and ethical issues relating to the Funds; and (c) instances of suspected financial statement or other fraud relating to the Funds. The Committee shall confirm annually whether the procedures provide for the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters by officers and Trustees of the Funds, employees of The Goldman Sachs Group, Inc. and its affiliates and, as applicable, other persons covered by the procedures.
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| 28. | Submit the minutes of all meetings of the Committee to, or discuss the matters discussed at each Committee meeting with, the Board.
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| 29. | Evaluate the performance of the Committee at least annually, or more frequently if circumstances dictate. Such evaluation should include a comparison of the performance of the Committee with the requirements of this Charter.
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| 30. | Review the provisions of this Audit Committee Charter at least annually, or more frequently if circumstances dictate. This Charter may be amended by a majority of the Independent Trustees.
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Pre-Approval of Audit and Non-Audit Services
| 31. | The Committee will pre-approve, pursuant to pre-approval policies established from time to time by the Committee, all engagements of the Funds’ independent auditor(s) that are required to be pre-approved under federal securities regulations, subject to any de minimis or other exceptions permitted by such regulations.
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| 32. | The Committee will review with the independent auditor(s), and financial, accounting and appropriate GSAM personnel, the controls applied by the independent auditor(s) and Management to assure that all items requiring pre-approval by the Committee are identified and referred to the Committee in a timely fashion.
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| 33. | The Committee may delegate any portion of its authority, including the authority to grant pre-approvals of audit and permitted non-audit services rendered by the Funds’ independent auditor(s), to a subcommittee of one or more members. Any decision of the subcommittee, including pre-approvals, shall be presented to the full Committee at its next regularly scheduled meeting. The Committee shall communicate any pre-approval made by it or a delegate to Management, who will ensure that the appropriate disclosure is made in the Funds’ periodic reports required by Section 13(a) of the 1934 Act, as amended, and other documents as required under the federal securities laws.
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Additional Matters
| 34. | The Committee is authorized to investigate any matter brought to its attention within the scope of its duties, and is authorized to meet with the internal audit or compliance personnel of Management as the Committee deems appropriate in connection with the performance of its responsibilities.
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| 35. | The Committee may request to meet with internal legal and compliance personnel, including the Funds’ chief compliance officer. The Committee may also request to meet with entities that provide significant accounting or administrative services to the Funds.
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| 36. | The Committee is authorized to engage independent counsel and other advisers as it deems necessary to carry out its duties.
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Goldman Sachs Listed Closed-End Funds3 Audit Committee Charter
Organization and Purpose
The Board of Trustees (the “Board”) of the Fund has established an Audit Committee (the “Committee”), comprised of each of the Fund’s Independent Trustees. Independent Trustees are those Trustees who meet the independence standards set forth in the Fund’s Governance and Nominating Committee Charter and who do not receive, directly or indirectly, any consulting, advisory or other compensatory fee from the Fund except compensation for service as a member of the Board or a committee of the Board.
The Committee has been established by and among the Trustees for the purpose of, among other things as set forth below, assisting the Board with oversight of (1) the integrity of the Fund’s financial statements, (2) the
3 | This charter shall apply to any listed closed-end management investment company (a “Fund”) managed by Goldman Sachs Asset Management, L.P. (“GSAM”) or an affiliated person of GSAM, as listed in Schedule A of this charter.
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Fund’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, (4) the performance of the Fund’s internal audit function and independent auditor, and (5) preparation of the Audit Committee report required to be included in the Fund’s proxy statement.
Each member of the Committee must be financially literate, or become financially literate within a reasonable period of time after his or her appointment to the Committee, as such qualification is interpreted by the Fund’s Board in its business judgment. The Committee’s composition shall meet such other regulatory requirements relating to audit committees established from time to time by the Securities and Exchange Commission (“SEC”) and any other applicable governmental entity or self-regulatory organization or law to which the Fund is subject. The Board, with the assistance of the Committee, shall determine whether any member of the Committee is an “audit committee financial expert” (“ACFE”) as defined by the applicable regulations of the SEC, and the Board may presume that the ACFE satisfies the financial literacy requirement. The Committee will select one of its members to be its chair. If a member simultaneously serves on the audit committees of more than three public companies, the Board must determine that such simultaneous service will not impair the ability of such member to effectively serve on the Committee, and must disclose such determination either on or through the Fund’s website, in its annual proxy statement, or in the Fund’s annual report.4
The Committee will set its agenda and the places and times of its meetings. The greater of one-third or two members of the Committee shall constitute a quorum. Except as otherwise required by applicable law, the Committee shall act by a vote of a majority of the Committee members at a Committee meeting, including a meeting held by conference telephone, teleconference or other electronic media or communication equipment, or by written consent of a majority of the Committee members without a meeting. Any written consent or waiver may be provided and delivered to the Committee chair by e-mail, facsimile or other similar electronic mechanism.
Statement of Policy
The Committee shall oversee the audit process and provide assistance to the Board in fulfilling its responsibilities in overseeing financial reporting. The Committee will also assist the Board with the oversight of the Fund’s compliance with regulatory requirements that relate to the fund accounting and financial reporting, internal control over financial reporting and independent audits. In so doing, the Committee will endeavor to facilitate free and open means of communication among the Fund’s Trustees, independent registered public accounting firm (the “independent auditor”), and management. A primary objective of the Committee is to help set the “tone at the top” for quality financial reporting and a sound system of internal controls over financial reporting. The Committee will regularly report its activities, observations, and recommendations to the Board. The Committee’s activities and effectiveness will be assessed periodically and reviewed with the Board.
Summary of Responsibilities
The function of the Committee is oversight. Management of the Fund (“Management”) is responsible for the preparation, presentation, and integrity of the Fund’s financial statements. Management draws upon different parts of the Goldman Sachs corporate structure in fulfilling this role—the Controllers department (within the Finance Division) and the Operations Division (working in conjunction with GSAM Global Fund Services) are responsible for applying appropriate accounting and financial reporting principles and maintaining policies and internal controls and procedures designed to assure compliance with generally accepted accounting principles (GAAP) and applicable laws and regulations. In fulfilling its role under this Charter, Management also delegates certain functions to the Fund’s accounting and tax agents, but remains responsible for those functions. The independent auditor for the Fund is responsible for planning and executing audits consistent with applicable professional standards and in accordance with the terms of the engagement letter(s). The independent auditor will report directly to the Committee. The Committee shall provide for appropriate funding for the payment of compensation to the
4 | For purposes of this requirement, where a Trustee serves on multiple boards in the same fund complex, such service will be counted as one board.
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independent auditor, any other counsel or advisors engaged by the Committee at its discretion, and the ordinary administrative expenses of the Committee as necessary or appropriate in carrying out its duties.
The Committee performs its functions under this Audit Committee Charter on the basis of information provided or representations made to it by the Fund’s independent auditor, Management, and/or other service providers, and/or by legal counsel and/or other experts or consultants. Nothing in this Charter is intended to impose, or should be interpreted as imposing, on any member of the Committee (including any member designated as an ACFE) any additional duties or responsibilities over and above those placed on the member in his or her capacity as a Board member of the Fund under applicable federal and state law.
Subject to regulatory mandates, the policies and procedures of the Committee should remain flexible in order to react to changing conditions and to assist the Committee in providing assurance to the Board and shareholders that the Fund’s accounting and reporting practices are in accordance with applicable requirements.
The following are the duties and responsibilities of the Committee: Primarily Related to the Independent Auditor | 1. | Evaluate and select (subject to ratification by the Board) the Fund’sFunds’ independent auditor. |
| 2. | Participate in the selection process and approve the new lead audit partner(s). |
| 3. | Be responsible for the appointment, compensation, retention and oversight of the work of the independent auditor engaged (including resolution of disagreements between Management and the auditor regarding financial reporting) for the purpose of rendering or issuing an audit report or performing other audit or attest services for the Fund. |
| 4. | At least annually, obtain and review a report by the independent auditor describing the auditors’ internal quality-control procedures, as well as any material issues raised by the most recent internal quality-control review or peer review of the auditors, or by any inquiry or investigation by governmental or professional authorities, including the Public Company Accounting Oversight Board (“PCAOB”), within the preceding five years, with respect to one or more independent audits carried out by the auditors, and any steps taken to deal with any such issues.
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| 5. | Review and approve the compensation of any advisers employed by the Committee as described herein.
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| 6. | Evaluate the qualifications, performance and independence of the auditor in light of the report identified in Item 3 above and its work throughout the year, as well as the auditor’s lead partner, and request an annual representation from the independent auditor regarding its independence under applicable professional and regulatory standards. As part of its evaluation of the independence of the auditor, the Committee may inquire into and consider the opinions of Management and Internal Audit (or other personnel responsible for the internal audit function), and may consider such items as: (1) the audit and non-audit services performed by the auditor and related fees; (2) the hiring of partners or employees or former partners or employees of the auditor by the Fund and its affiliates; (3) whether any non-audit services provided by the auditor to the Fund investment adviser(s) or any adviser affiliate that provides ongoing services to the Fund are compatible with maintaining the auditors’ independence; (4) the rotation of the auditor(s’) partners who participate in providing auditing services to the Fund and (5) other relationships, if any, between the Fund and the auditor that may bear on the independence or objectivity of the auditor.
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| 7. | Set policies governing the hiring by entities within the Fund’s Investment Company Complex5 of any current or former employee of the Fund’s independent auditors, and to assess compliance with these policies. These policies provide, among other things, that no former employee of the independent auditors who was a member of the Fund’s audit engagement team may undertake any financial reporting role at the Fund within one year of the date of the commencement of procedures for a review or audit.
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| 8. | Meet with the independent auditor and financial and accounting personnel of the Fund to review the scope of the proposed audits for the current year, the audit procedures to be utilized, and the key risk considerations, and at the conclusion thereof, review the results of such audit, including the independent auditor(s’) opinions on the Fund’s financial statements and any management letters, comments, or recommendations of the independent auditor and consider Management’s response to such.
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| 9. | Meet (A) separately, periodically, with Management and with independent auditors and (B) at least annually with the independent auditor (or more frequently if circumstances dictate) alone and outside the presence of Management personnel in executive session, to discuss any problems or difficulties the independent auditors encountered in the course of the audit work, including any restrictions on the scope of the independent auditors’ activities or access to requested information and any significant disagreements with Management, whether or not satisfactorily resolved, and Management’s response.
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| 10. | Review and discuss with Management and the Fund’s independent auditor the Fund’s audited annual financial statements, including the Fund’s disclosure of management’s discussion of Fund performance and the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Fund. Review and discuss with Management the Fund’s unaudited semi-annual financial statements, including the Fund’s disclosure of management’s discussion of Fund performance.
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| 11. | Oversee the preparation of the Audit Committee report required to be included in the Fund’s proxy statement for its annual meeting of shareholders (if such meeting is required by law). The report shall indicate whether the Committee has (i) reviewed and discussed the financial statements with management; (ii) discussed with the independent auditor the matters required to be discussed by the PCAOB Standard No. 16, as modified or supplemented; and (iii) received written disclosures and the letter from the independent auditor required by applicable requirements of the PCAOB Ethics and Independence Rule 3526 regarding the independent auditor’s communications with the Committee concerning independence, and has discussed with the independent auditor the auditor’s independence. The Committee’s report should also indicate whether the Committee, based on its review and its discussions with management and the independent auditor, recommends to the Board that the financial statements be included in the Fund’s annual report for the last fiscal year.
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5 | “Investment company complex” includes:
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the Fund and its investment adviser or sponsor;
any entity controlling, controlled by or under common control with the investment adviser or sponsor, if the entity: (i) is an investment adviser or sponsor; or (ii) is engaged in the business of providing administrative, custodian, underwriting or transfer agent services to any investment company, investment adviser or sponsor; and
any investment company, hedge fund or unregistered fund that has an investment adviser included in the definition set forth in either of the two bullet points above.
An investment adviser, for these purposes, does not include a sub-adviser whose role is primarily portfolio management and that is subcontracted with or overseen by another investment adviser. Sponsor refers to the sponsor of a unit investment trust.
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| 12. | Review and discuss with Management and the Fund’s independent auditor any major issues regarding accounting principles and financial statement presentations, including any significant changes in the Fund’s selection or application of accounting principles, and major issues as to the adequacy of the Fund’s internal controls over financial reporting and any special audit steps adopted in light of material control deficiencies.
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| 13. | Consider and, if appropriate, recommend to the Board the publication of the Fund’s annual audited financial statements in the Fund’s annual report in advance of the printing and publication of the annual report, based on its review and discussions of such annual report with the independent auditor and Management.
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| 14. | Meet (as circumstances dictate) with any certified public accountant and audit firm rendering reports to the Committee or the Board.
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| 15. | Receive from the Fund’s independent auditor timely communications discussing any matters of concern relating to the Fund’s financial statements, including any adjustments to such statements recommended by the auditors, or other results of said audit(s), including matters required to be discussed under the PCAOB Standard No. 16.
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| 16. | Review with financial and accounting personnel and the independent auditor the quality, not just the acceptability, of accounting principles and financial disclosure practices used or proposed to be used by the Fund.
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| 17. | Review with the independent auditor and financial and accounting personnel the adequacy and effectiveness of the accounting and financial controls of the Fund, and consider any recommendations for the improvement of the Fund’s internal control procedures or particular areas where new or more detailed controls or procedures are desirable.
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| 18. | Review with the independent auditor and financial and accounting personnel the risk of fraud and the adequacy of internal controls to identify any payments, transactions or procedures that might be deemed fraudulent, illegal or otherwise improper.
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| 19. | Review with the independent auditor and financial and accounting personnel, issues arising under the valuation and compliance procedures used for the Fund.
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Primarily Related to Management and/or Internal Audit
| 20. | Review with the financial and accounting personnel the performance of the fund accounting and tax agents in providing accounting and financial reporting services to the Fund.
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| 21. | Review and discuss with Internal Audit the internal audit function and responsibilities and any scope restrictions encountered during the execution of internal audit responsibilities, normally on at least an annual basis.
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| 22. | Discuss with representatives of Internal Audit the scope and staffing of the internal audit plan to be performed by Internal Audit as it relates to the Fund’s control environment. After the conclusion of these audits, discuss the significant results of the audits and Management’s responses thereto.
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| 23. | Discuss with Management earnings press releases and review generally the type and presentation of information to be included in earnings press releases. Review any financial information and earnings guidance provided to analysts and rating agencies; however, the Committee need not discuss in advance each instance in which a listed company may provide earnings guidance.
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| 24. | Review and discuss with Internal Audit its Charter, normally on an annual basis.
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| 25. | Review and discuss with Internal Audit the adequacy of the Fund’s internal controls (including the fraud risk), at least on an annual basis.
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| 26. | Meet with representatives of Internal Audit at least annually in executive session, or more frequently as circumstances dictate.
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| 27. | Meet at least annually with the Fund’s principal financial officer in executive session, or more frequently as circumstances dictate.
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| 28. | Receive, in accordance with applicable regulations, communications from the Fund’s principal executive officer and principal financial officer, based on their periodic evaluations, regarding: (a) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Fund’s ability to record, process, summarize, and report financial information; and (b) any fraud, whether or not material, that involves Management or other employees who have a significant role in the Fund’s internal control over financial reporting.
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| 29. | Review analyses prepared by Management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements.
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| 30. | Review with Management (and if necessary, the independent auditor) periodically any tax matters or developments that could affect the Fund.
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| 31. | Review Management’s periodic reports concerning any organizational or personnel changes that could affect the nature or quality of the Fund’s accounting, financial reporting and internal controls.
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| 32. | As the Committee deems appropriate, inquire into the internal control over financial reporting of the Fund’s service providers.
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Other
| 33. | Investigate any circumstance that comes to the attention of the Committee that indicates that any officer, director or Board member of the Fund or its investment adviser or principal underwriter, or any person acting under their direction, may have violated applicable regulatory provisions prohibiting: (a) materially false or misleading statements or omissions in connection with any audit of the Fund’s financial statements or the preparation of any document or report required to be filed with a regulatory body; or (b) actions to fraudulently influence, coerce, manipulate or mislead the Fund’s independent auditor in connection with their opining on the Fund’s financial statements.
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| 34. | Review periodically the procedures for the receipt, retention, and treatment of complaints regarding: (a) accounting, internal controls, or auditing matters relating to the Fund; (b) other legal, compliance, and ethical issues relating to the Fund; and (c) instances of suspected financial statement or other fraud relating to the Fund. The Committee shall confirm annually whether the procedures provide for the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters by officers and Trustees of the Fund, employees of The Goldman Sachs Group, Inc. and its affiliates and, as applicable, other persons covered by the procedures.
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| 35. | Confirm that the Board is engaged in periodic discussions regarding policies with respect to risk assessment and risk management and guidelines and policies to govern the process by which the Fund’s exposure to risk is assessed and managed as well as the Fund’s major financial risk exposures and the steps management has taken to monitor and control such exposures.
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| 36. | Submit the minutes of all meetings of the Committee to, or discuss the matters discussed at each Committee meeting with, the Board.
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| 37. | Review with the Board any issues that arise with respect to the quality or integrity of the Fund’s financial statements, the Fund’s compliance with legal or regulatory requirements, the performance and independence of the independent auditors, or the performance of the Internal Audit function.
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| 38. | Evaluate the performance of the Committee at least annually, or more frequently if circumstances dictate. Such evaluation should include a comparison of the performance of the Committee with the requirements of this Charter.
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| 39. | Review the provisions of this Audit Committee Charter at least annually, or more frequently if circumstances dictate. This Charter may be amended by a majority of the Independent Trustees.
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Pre-Approval of Audit and Non-Audit Services
| 40. | The Committee will pre-approve, pursuant to pre-approval policies established from time to time by the Committee, all engagements of the Fund’s independent auditor that are required to be pre-approved under federal securities regulations, subject to any de minimis or other exceptions permitted by such regulations.
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| 41. | The Committee will review with the independent auditor, and financial, accounting and appropriate GSAM personnel, the controls applied by the independent auditor and Management to assure that all items requiring pre-approval by the Committee are identified and referred to the Committee in a timely fashion.
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| 42. | The Committee may delegate any portion of its authority, including the authority to grant pre-approvals of audit and permitted non-audit services rendered by the Fund’s independent auditor, to a subcommittee of one or more members. Any decision of the subcommittee, including pre-approvals, shall be presented to the full Committee at its next regularly scheduled meeting. The Committee shall communicate any pre-approval made by it or a delegate to Management, who will ensure that the appropriate disclosure is made in the Fund’s periodic reports required by Section 13(a) of the Securities Exchange Act of 1934, as amended, and other documents as required under the federal securities laws.
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Additional Matters
| 43. | The Committee is authorized to investigate any matter brought to its attention within the scope of its duties, and is authorized to meet with the internal audit or compliance personnel of Management as the Committee deems appropriate in connection with the performance of its responsibilities.
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| 44. | The Committee may request to meet with internal legal and compliance personnel, including the Fund’s chief compliance officer. The Committee may also request to meet with entities that provide significant accounting or administrative services to the Fund.
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| 45. | The Committee is authorized to engage independent counsel and other advisers as it deems necessary to carry out its duties.
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Schedule A
Goldman Sachs Closed-End Funds
Goldman Sachs MLP and Energy Renaissance Fund
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Goldman Sachs Real Estate Diversified Income Fund Audit Committee Charter
Organization and Purpose
The Board of Trustees (the “Board”) of the Goldman Sachs Real Estate Diversified Income Fund (the “Fund”) has established an Audit Committee (the “Committee”), comprised of the Fund’s Independent Trustees. Independent Trustees are those Trustees who meet the independence standards set forth in the Fund’s Governance and Nominating Committee Charter. The Committee has been established by and among the Trustees for the purpose of overseeing the accounting and financial reporting processes of the Fund, the work of the Fund’s independent auditors, and the work of the internal auditors relating to the Fund. The Board, with the assistance of the Committee, shall determine whether any member of the Committee is an “audit committee financial expert” (“ACFE”) as defined by the applicable regulations of the Securities and Exchange Commission (the “SEC”). The Committee will select one of its members to be its chair.
The Committee will set its agenda and the places and times of its meetings. One-third of the Committee shall constitute a quorum. Except as otherwise required by applicable law, the Committee shall act by a vote of a majority of the Committee members at a Committee meeting, including a meeting held by conference telephone, teleconference or other electronic media or communication equipment, or by written consent of a majority of the Committee members without a meeting. Any written consent or waiver may be provided and delivered to the Committee chair by e-mail, facsimile or other similar electronic mechanism.
Statement of Policy
The Committee shall oversee the audit process and provide assistance to the Board in fulfilling its responsibilities in overseeing financial reporting. The Committee will also assist the Board with the oversight of the Fund’s compliance with regulatory requirements that relate to the fund accounting and financial reporting, internal control over financial reporting and independent audits. In so doing, the Committee will endeavor to facilitate free and open means of communication among the Fund’s Trustees, independent registered public accounting firm (the “independent auditor”), and Goldman Sachs Asset Management, L.P. (“GSAM”). A primary objective of the Committee is to help set the “tone at the top” for quality financial reporting and a sound system of internal controls over financial reporting. The Committee will regularly report its activities, observations, and recommendations to the Board. The Committee’s activities and effectiveness will be assessed periodically and reviewed with the Board.
Summary of Responsibilities
The function of the Committee is oversight. GSAM is responsible for the preparation, presentation, and integrity of the Fund’s financial statements. GSAM draws upon different parts of The Goldman Sachs Group, Inc. (“Goldman Sachs”) corporate structure in fulfilling this role — the Fund Controllers department (within the Finance Division) and the Operations Division (working in conjunction with GSAM Global Fund Services) are responsible for applying appropriate accounting and financial reporting principles and maintaining policies and internal controls and procedures designed to assure compliance with generally accepted accounting principles (GAAP) and applicable laws and regulations. In fulfilling its role under this Charter, GSAM also delegates certain functions to the Fund’s accounting and tax agents, but remains responsible for those functions. The independent auditor for the Fund is responsible for planning and executing audits consistent with applicable professional standards and in accordance with the terms of the engagement letter(s). The independent auditor will report directly to the Committee. The Committee shall provide for appropriate funding for the payment of compensation to the independent auditor, any other counsel or advisors engaged by the Committee at its discretion, and the ordinary administrative expenses of the Committee as necessary or appropriate in carrying out its duties.
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The Committee performs its functions under this Charter on the basis of information provided or representations made to it by the Fund’s independent auditor, GSAM, and/or other service providers, and/or by legal counsel and/or other experts or consultants. Nothing in this Charter is intended to impose, or should be interpreted as imposing, on any member of the Committee (including any member designated as an ACFE) any additional duties or responsibilities over and above those placed on the member in his or her capacity as a Board member of the Fund under applicable federal and state law.
Subject to regulatory mandates, the policies and procedures of the Committee should remain flexible in order to react to changing conditions and to assist the Committee in providing assurance to the Board and shareholders that the Funds’ accounting and reporting practices are in accordance with applicable requirements.
The following are the duties and responsibilities of the Committee:
Primarily Related to the Independent Auditor
| 1. | Evaluate and select (subject to ratification by the Board) the Fund’s independent auditor.
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| 2. | Participate in the selection process and approve the new lead audit partner(s).
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| 3. | Be responsible for the appointment, compensation, retention and oversight of the work of the independent auditor engaged (including resolution of disagreements between GSAM and the auditor regarding financial reporting) for the purpose of rendering or issuing an audit report or performing other audit or attest services for the Fund.Funds.
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| 4. | At least annually, obtain and review a report by the independent auditor describing the auditor’s internal quality-control procedures, as well as any material issues raised by the most recent internal quality-control review or peer review of the auditor, or by any inquiry or investigation by governmental or professional authorities, including the Public Company Accounting Oversight Board (“PCAOB”), within the preceding five years, with respect to one or more independent audits carried out by the auditor, and any steps taken to deal with any such issues. |
| 5. | Review and approve the compensation of any advisers employed by the Committee as described herein. |
| 6. | Evaluate the qualifications, performance and independence (including the process to remain independent) of the auditor in light of the report identified in Item 43 above and its work throughout the year, as well as the auditor’s lead partner, and request an annual representation from the independent auditor regarding its independence under applicable professional and regulatory standards. As part of its evaluation of the independence of the auditor, the Committee may inquire into and consider the opinions of GSAMManagement and Internal Audit (or other personnel responsible for the internal audit function), and may consider such items as: (1) the audit and non-audit services performed by the auditor and related fees; (2) the hiring of partners or employees or former partners or employees of the auditor by the FundFunds and its affiliates; (3) whether any non-audit services provided by the auditor to the Fund’sFunds’ investment adviseradviser(s) or any adviser affiliate that provides ongoing services to the FundFunds are compatible with maintaining the auditor’s independence; (4) the rotation of the auditor’s partners who participate in providing auditing services to the FundFunds and (5) other relationships, if any, between the FundFunds and the auditor that may bear on the independence or objectivity of the auditor. |
| 7. | With respect to Goldman Sachs MLP and Energy Renaissance Fund, set policies governing the hiring by entities within the Funds’ Investment Company Complex4 of any current or former employee of the Funds’ independent auditor, and to assess compliance with these policies. These policies provide, among other things, that no former employee of the independent auditor who was a member of the Funds’ audit engagement team may undertake any financial reporting role at the Funds within one year of the date of the commencement of procedures for a review or audit. |
4 | “Investment company complex” includes: |
the Funds and their investment adviser or sponsor; any entity controlling, controlled by or under common control with the investment adviser or sponsor, if the entity: (i) is an investment adviser or sponsor; or (ii) is engaged in the business of providing administrative, custodian, underwriting or transfer agent services to any investment company, investment adviser or sponsor; and any investment company, hedge fund or unregistered fund that has an investment adviser included in the definition set forth in either of the two bullet points above. An investment adviser, for these purposes, does not include a sub-adviser whose role is primarily portfolio management and that is subcontracted with or overseen by another investment adviser. Sponsor refers to the sponsor of a unit investment trust. A-3
| 8. | Meet with the independent auditor and financial and accounting personnel of the FundFunds to review the scope of the proposed audits for the current year, the audit procedures to be utilized, and the key risk considerations, and at the conclusion thereof, review the results of such audit, including the independent auditor’s opinions on the Fund’sFunds’ financial statements and any management letters, comments, or recommendations of the independent auditor and consider GSAM’sManagement’s response to such. |
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| 8.9. | Meet, (A) separately, periodically (or more frequently if circumstances dictate), with GSAMManagement and with the independent auditor and (B) at least annually with the independent auditor (or more frequently if circumstances dictate) alone and outside the presence of GSAMManagement personnel in executive session, to discuss any problems or difficulties the independent auditor encountered in the course of the audit work, including any restrictions on the scope of the independent auditor’s activities or access to requested information and any significant disagreements with GSAM,Management, as well as any other matters that individually or in the aggregate could be significant to the Funds’ financial statements, the effectiveness of internal controls, including internal controls over financial reporting and the audit report(s) of the independent auditor, whether or not satisfactorily resolved, and GSAM’sManagement’s response. |
| 9.10. | OverseeWith respect to Goldman Sachs MLP and Energy Renaissance Fund, review and discuss with Management and the Fund’s independent auditor the Fund’s audited annual financial statements, including the Fund’s disclosure of management’s discussion of Fund performance and the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Fund. Review and discuss with Management the Fund’s unaudited semi-annual financial statements, including the Fund’s disclosure of management’s discussion of Fund performance.
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| 11. | With respect to Goldman Sachs MLP and Energy Renaissance Fund, oversee the preparation of the Audit Committee report required to be included in the Fund’s proxy statement for its annual meeting of shareholders (if such meeting is required by law). The report shall indicate whether the Committee has (i) reviewed and discussed the financial statements with GSAM;Management; (ii) discussed with the independent auditor the matters required to be discussed by the PCAOB Standard No. 16, as modified or supplemented; and (iii) received written disclosures and the letter from the independent auditor required by applicable requirements of the PCAOB Ethics and Independence Rule 3526 regarding the independent auditor’s communications with the Committee concerning independence, and has discussed with the independent auditor the auditor’s independence. The Committee’s report should also indicate whether the Committee, based on its review and its discussions with GSAMManagement and the independent auditor, recommends to the Board that the financial statements be included in the Fund’s annual report for the last fiscal year. |
| 10.12. | Review and discuss with GSAMManagement and the Fund’sFunds’ independent auditor any major issues regarding accounting principles and financial statement presentations, including any significant changes in the Fund’sFunds’ selection or application of accounting principles, and major issues as to the adequacy of the Fund’sFunds’ internal controls over financial reporting and any special audit steps adopted in light of material control deficiencies. |
| 11.13. | With respect to Goldman Sachs MLP and Energy Renaissance Fund, consider and, if appropriate, recommend to the Board the publication of the Fund’s annual audited financial statements in the Fund’s annual report in advance of the printing and publication of the annual report, based on its review and discussions of such annual report with the independent auditor and Management. |
| 14. | Meet (as circumstances dictate) with any certified public accountant and audit firm rendering reports to the Committee or the Board. |
| 12.15. | Receive from the Fund’sFunds’ independent auditor timely communications discussing any matters of concern relating to the Fund’sFunds’ financial statements, including any adjustments to such statements recommended by the auditor, or other results of said audit(s), including matters required to be discussed under the PCAOB Standard No. 16. |
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| 13.16. | Review with financial and accounting personnel and the independent auditor the quality, not just the acceptability, of accounting principles and financial disclosure practices used or proposed to be used by the Fund.Funds. |
| 14.17. | Review with the independent auditor and financial and accounting personnel the adequacy and effectiveness of the accounting and financial controls of the Fund,Funds, and consider any recommendations for the improvement of the Fund’sFunds’ internal control procedures or particular areas where new or more detailed controls or procedures are desirable. |
| 15.18. | Review with the independent auditor and financial and accounting personnel the risk of fraud and the adequacy of internal controls to identify any payments, transactions or procedures that might be deemed fraudulent, illegal or otherwise improper. |
| 16.19. | Review with the independent auditor and financial and accounting personnel, issues arising under the valuation and compliance procedures used for the Fund.Funds. |
Primarily Related to GSAMManagement and/or Internal Audit | 17.20. | Review with the financial and accounting personnel the performance of the fund accounting and tax agents in providing accounting and financial reporting services to the Fund.Funds. |
| 18.21. | Review and discuss with Internal Audit the internal audit function and responsibilities and any scope restrictions encountered during the execution of internal audit responsibilities, normally on at least an annual basis. |
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| 19.22. | Discuss with representatives of Internal Audit the scope and staffing of the internal audit plan to be performed by Internal Audit as it relates to the Fund’sFunds’ control environment. After the conclusion of these audits, discuss the significant results of the audits and GSAM’sManagement’s responses thereto. |
| 20.23. | With respect to Goldman Sachs MLP and Energy Renaissance Fund, discuss with Management earnings press releases and review generally the type and presentation of information to be included in earnings press releases. Review any financial information and earnings guidance provided to analysts and rating agencies; however, the Committee need not discuss in advance each instance in which a listed company may provide earnings guidance. |
| 24. | Review and discuss with Internal Audit its Charter, normally on an annual basis. |
| 21.25. | Review and discuss with Internal Audit the adequacy of the Fund’sFunds’ internal controls (including the fraud risk), at least on an annual basis. |
| 22.26. | Meet with representatives of Internal Audit at least annually in executive session, or more frequently as circumstances dictate. |
| 23.27. | Meet at least annually with the Fund’sFunds’ principal financial officer in executive session, or more frequently as circumstances dictate. |
| 24.28. | Receive, in accordance with applicable regulations, communications from the Fund’sFunds’ principal executive officer and principal financial officer, based on their periodic evaluations, regarding: (a) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Fund’sFunds’ ability to record, process, summarize, and report financial information; and (b) any fraud, whether or not material, that involves GSAMManagement or other employees who have a significant role in the Fund’sFunds’ internal control over financial reporting. |
| 25.29. | Review analyses prepared by Management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements. |
| 30. | Review with GSAMManagement (and if necessary, the independent auditor) periodically any tax matters or developments that could affect the Fund.Funds. |
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| 26.31. | Review GSAM’sManagement’s periodic reports concerning any organizational or personnel changes that could affect the nature or quality of the Fund’sFunds’ accounting, financial reporting and internal controls. |
| 27.32. | As the Committee deems appropriate, inquire into the internal control over financial reporting of the Fund’sFunds’ service providers. |
Other | 28.33. | Investigate any circumstance that comes to the attention of the Committee that indicates that any officer, director or Board member of the FundFunds or its investment adviser or principal underwriter or distributor, or any person acting under their direction, may have violated applicable regulatory provisions prohibiting: (a) materially false or misleading statements or omissions in connection with any audit of the Fund’sFunds’ financial statements or the preparation of any document or report required to be filed with a regulatory body; or (b) actions to fraudulently influence, coerce, manipulate or mislead the Fund’sFunds’ independent auditor in connection with their opining on the Fund’sFunds’ financial statements. |
| 29.34. | Review periodically the procedures for the receipt, retention, and treatment of complaints regarding: (a) accounting, internal controls, or auditing matters relating to the Fund;Funds; (b) other legal, compliance, and ethical issues relating to the Fund;Funds; and (c) instances of suspected financial statement or other fraud relating to the Fund.Funds. The Committee shall confirm annually whether the procedures provide for the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters by officers and Trustees of the Fund,Funds, employees of The Goldman Sachs Group, Inc. and its affiliates and, as applicable, other persons covered by the procedures. |
| 30.35. | Confirm that the Board is engaged in periodic discussions regarding policies with respect to risk assessment and risk management and guidelines and policies to govern the process by which the Funds’ exposure to risk is assessed and managed as well as the Funds’ major financial risk exposures and the steps management has taken to monitor and control such exposures. |
| 36. | Submit the minutes of all meetings of the Committee to, or discuss the matters discussed at each Committee meeting with, the Board. |
| 31.37. | Review with the Board any issues that arise with respect to the quality or integrity of the Fund’sFunds’ financial statements, the Fund’sFunds’ compliance with legal or regulatory requirements, the performance and independence of the independent auditor, or the performance of the Internal Audit function. |
| 32.38. | Evaluate the performance of the Committee at least annually, or more frequently if circumstances dictate. Such evaluation should include a comparison of the performance of the Committee with the requirements of this Charter. |
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| 33.39. | Review the provisions of this Audit Committee Charter at least annually, or more frequently if circumstances dictate. This Charter may be amended by a majority of the Independent Trustees. |
Pre-Approval of Audit and Non-Audit Services | 34.40. | The Committee will pre-approve, pursuant to pre-approval policies established from time to time by the Committee, all engagements of the Fund’sFunds’ independent auditor that are required to be pre-approved under federal securities regulations, subject to any de minimis or other exceptions permitted by such regulations. |
| 35.41. | The Committee will review with the independent auditor, and financial, accounting and appropriate GSAM personnel, the controls applied by the independent auditor and GSAMManagement to assure that all items requiring pre-approval by the Committee are identified and referred to the Committee in a timely fashion. |
| 36.42. | The Committee may delegate any portion of its authority, including the authority to grant pre-approvals of audit and permitted non-audit services rendered by the Fund’sFunds’ independent auditor, to a |
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| subcommittee of one or more members. Any decision of the subcommittee, including pre-approvals, shall be presented to the full Committee at its next regularly scheduled meeting. The Committee shall communicate any pre-approval made by it or a delegate to GSAM,Management, who will ensure that the appropriate disclosure is made in the Fund’sFunds’ periodic reports required by Section 13(a) of the Securities Exchange Act of 1934, as amended, and other documents as required under the federal securities laws. |
Additional Matters | 37.43. | The Committee is authorized to investigate any matter brought to its attention within the scope of its duties, and is authorized to meet with the internal audit or compliance personnel of GSAMManagement as the Committee deems appropriate in connection with the performance of its responsibilities. |
| 38.44. | The Committee may request to meet with internal legal and compliance personnel, including the Fund’sFunds’ chief compliance officer. The Committee may also request to meet with entities that provide significant accounting or administrative services to the Fund.Funds. |
| 39.45. | The Committee is authorized to engage independent counsel and other advisers as it deems necessary to carry out its duties. |
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APPENDIX B GOVERNANCE AND NOMINATING COMMITTEE CHARTERS Goldman Sachs ETF Trust and Goldman Sachs ETF Trust II Governance and Nominating Committee Charter Organization and Purpose The Board of Trustees (the “Board”) of each of the Goldman Sachs ETF Trust and Goldman Sachs ETF Trust II (together the “Trusts,” and the series thereof, the “Funds”) has established a Governance and Nominating Committee (the “Committee”), comprising all of the Trusts’ Independent Trustees. “Independent Trustees” are those Trustees who: (a) are independent of the management of Goldman Sachs & Co. LLC; (b) are not “interested persons” of the Funds or any investment adviser or principal underwriter of the Funds within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”); and (c) do not accept any consulting, advisory or other compensatory fee from the Funds except in their capacities as members of the Board or committees thereof (Board and committee members serving the Trusts in additional capacities, e.g., as Chairman of the Board or as Audit Committee Financial Expert, may receive additional compensation). The Committee has been established for the following purposes: (1) assisting the Board in matters involving fund governance and industry best practices; (2) with respect to the selection and nomination of Independent Trustees, satisfying certain regulatory requirements adopted by the Securities and Exchange Commission (the “SEC”); and (3) advising the Board from time to time on ways to improve its effectiveness. Statement of Policy The mission of the Board is to represent and protect the interests of the Funds and their shareholders. In doing so, the Board has the legal responsibility for overseeing the affairs of the Funds. It is the policy of the Board that in fulfilling its mission and meeting its responsibilities, the Trustees will seek high standards of integrity, commitment and independence of thought and judgment in a manner that is consistent with best practices of fund governance. Summary of Responsibilities The Committee will have the following responsibilities: | 1. | Making recommendations to the Board with respect to the effectiveness of the Board in carrying out its responsibilities in governing the Funds and overseeing their management. |
| 2. | Monitoring the governance policies set forth in the Trustee Charter adopted by the Board, and recommending such changes to those policies as the Committee deems appropriate from time to time. |
| 3. | Making recommendations to the Board regarding its size, structure and composition as well as qualifications for Board membership. |
| 4. | Making recommendations to the Board with respect to the Board’s committee structure, committee membership and chairmanship. |
| 5. | Monitoring the Trusts’ standards of Trustee independence. |
| 6. | Overseeing and reviewing the Board and committee evaluations performed from time to time in accordance with the Trustee Charter and, based on its review, recommending such actions as the Committee deems appropriate. |
| 7. | Keeping informed of regulatory changes and industry practices relating to fund governance and recommending such changes as the Committee deems appropriate. |
| 8. | Overseeing the process for setting Independent Trustee compensation. |
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| 9. | Overseeing the continuing education of incumbent and new Independent Trustees. |
| 10. | Reviewing periodically the investments made by the Trustees in the Funds pursuant to the policies set forth in the Trustee Charter. |
| 11. | Selecting and nominating candidates for election or appointment as non-interested members of the Board and the retention of such members, as discussed below. |
In carrying out its responsibilities under this Governance and Nominating Committee Charter (the “Charter”), the policies and procedures of the Committee should remain flexible in order to best react to changing conditions and to provide assurance to the full Board and shareholders that the Trusts’ governance practices are in accordance with applicable requirements and are of the highest quality. The Committee performs its functions under this Charter on the basis of information or advice provided or representations made to it by the management of the Funds, or by service providers, or by legal counsel or other experts or consultants, without independent verification. Nothing in this Charter is intended to impose, or should be interpreted as imposing, on any member of the Committee any additional duties or responsibilities over and above those placed on the member in his or her capacity as a Trustee of the Trusts under applicable federal and state law. Selection, Nomination and Retention of Independent Trustees The Committee will be responsible for the selection and nomination of the candidates for election or appointment as Independent Trustees of the Trusts. In connection with the selection and nomination of candidates to the Board, the Committee will evaluate the qualifications of candidates for Board membership and their independence from the Funds’ investment adviser, principal underwriter(s), and other principal service providers. Persons selected must be independent under the provisions of the 1940 Act. The Committee will also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence (for example, business, financial or family relationships with the investment adviser or other service providers). Candidates should have the capacity to address financial and legal issues and to exercise reasonable business judgment. Without limiting the foregoing, the Committee will also consider, among other criteria, a candidate’s: | (a) | experience in business, financial or investment matters or in other fields of endeavor, |
| (c) | ability to attend scheduled Board and Committee meetings; |
| (d) | general availability to attend to Board business on short notice; |
| (e) | actual or potential business, family or other conflicts bearing on either the candidate’s independence or the business of the Trusts; |
| (f) | length of potential service; |
| (g) | commitment to the representation of the interests of the Funds and their shareholders; |
| (h) | commitment to maintaining and improving Trustee skills and education; and |
| (i) | experience in corporate governance and best business practices. |
The Committee will also consider the diversity of the Board’s composition as part of the selection and nomination process. In considering the selection and nomination of Independent Trustee candidates, it is expected that the Committee will consult with the interested Trustees and Officers of the Trusts and such other persons as the Committee deems appropriate. B-2
In addition, the Committee shall work to retain high performing Independent Trustees, once elected or appointed as the case may be. While the Committee is solely responsible for the selection and nomination of the Trusts’ Trustees, the Committee shall review and consider nominations for the office of Trustee made by management and by Trust shareholders who have sent nominations (which include the biographical information and qualifications of the proposed nominee) to the Secretary of the Trusts, as the Trustees deem appropriate. Additional Matters | 12. | The Committee will meet at such times as it deems appropriate. The Committee will set its agenda and the places of its meetings. The Committee may meet alone and outside the presence of management personnel. |
| 13. | The Committee will submit the minutes of all of its meetings to, or discuss the matters discussed at each Committee meeting with, the full Board. |
| 14. | The Committee may delegate any portion of its authority to a subcommittee of one or more members. Any decision of the subcommittee shall be presented to the full Committee at its next regularly scheduled meeting. |
| 15. | The Committee is authorized to investigate any matter brought to its attention within the scope of its duties, and is authorized to meet with the compliance personnel of management as the Committee deems appropriate in connection with the performance of its responsibilities. |
| 16. | The Committee is authorized to engage independent counsel and other advisers as it deems necessary to carry out its duties. |
| 17. | The Committee shall provide for appropriate funding, as determined by the Committee, for payment of compensation to any advisers employed by the Committee as described above. |
| 18. | Except as otherwise provided by the Board or required by applicable law, the Committee shall act by a vote of a majority of the Committee members at a Committee meeting, including a meeting held by conference telephone, teleconference or other electronic media or communication equipment, or by written consent of all of the Committee members without a meeting. Any written consent or waiver may be provided and delivered to the Committee chair by e-mail, facsimile or other similar electronic mechanism. |
| 19. | The Committee will periodically review the provisions of this Governance and Nominating Committee Charter. |
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Goldman Sachs Real Estate Diversified Income Fund Governance and Nominating Committee Charter Organization and Purpose The Board of Trustees (the “Board”) of the Goldman Sachs Real Estate Diversified Income Fund (the “Fund”) has established a Governance and Nominating Committee (the “Committee”), comprising all of the Fund’s Independent Trustees. “Independent Trustees” are those Trustees who: (a) are independent of the management of Goldman Sachs & Co. LLC; (b) are not “interested persons” of the Fund or any investment adviser or principal underwriter of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”); and (c) do not accept any consulting, advisory or other compensatory fee from the Fund except in their capacities as members of the Board or committees thereof (Board and committee members serving the Fund in additional capacities, e.g., as Chair of the Board or as Audit Committee Financial Expert, may receive additional compensation). The Committee has been established for the following purposes: (1) assisting the Board in matters involving fund governance and industry best practices; (2) with respect to the selection and nomination of Independent Trustees, satisfying certain regulatory requirements adopted by the Securities and Exchange Commission (the “SEC”); and (3) advising the Board from time to time on ways to improve its effectiveness. Statement of Policy The mission of the Board is to represent and protect the interests of the Fund and its shareholders. In doing so, the Board has the legal responsibility for overseeing the affairs of the Fund. It is the policy of the Board that in fulfilling its mission and meeting its responsibilities, the Trustees will seek high standards of integrity, commitment and independence of thought and judgment in a manner that is consistent with best practices of corporate governance. Summary of Responsibilities The Committee will have the following responsibilities: | 1. | Making recommendations to the Board with respect to the effectiveness of the Board in carrying out its responsibilities in governing the Fund and overseeing its management. |
| 2. | Monitoring the governance policies set forth in the Trustee Charter adopted by the Board, and recommending such changes to those policies as the Committee deems appropriate from time to time. |
| 3. | Making recommendations to the Board regarding its size, structure and composition as well as qualifications for Board membership. |
| 4. | Making recommendations to the Board with respect to the Board’s committee structure, committee membership and chairmanship. |
| 5. | Monitoring the Fund’s standards of Trustee independence. |
| 6. | Overseeing and reviewing the Board and committee evaluations performed from time to time in accordance with the Trustee Charter and, based on its review, recommending such actions as the Committee deems appropriate. |
| 7. | Keeping informed of regulatory changes and industry practices relating to fund governance and recommending such changes as the Committee deems appropriate. |
| 8. | Overseeing the continuing education of incumbent and new Independent Trustees. |
| 9. | Reviewing periodically the investments made by the Trustees in the Fund pursuant to the policies set forth in the Trustee Charter. |
| 10. | Selecting and nominating candidates for election or appointment as non-interested members of the Board and the retention of such members, as discussed below. |
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In carrying out its responsibilities under this Governance and Nominating Committee Charter (the “Charter”), the policies and procedures of the Committee should remain flexible in order to best react to changing conditions and to provide assurance to the full Board and shareholders that the Fund’s governance practices are in accordance with applicable requirements and are of the highest quality. The Committee performs its functions under this Charter on the basis of information or advice provided or representations made to it by the management of the Fund, or by service providers, or by legal counsel or other experts or consultants, without independent verification. Nothing in this Charter is intended to impose, or should be interpreted as imposing, on any member of the Committee any additional duties or responsibilities over and above those placed on the member in his or her capacity as a Trustee of the Fund under applicable federal and state law. Selection, Nomination and Retention of Independent Trustees The Committee will be responsible for the selection and nomination of the candidates for election or appointment as Independent Trustees of the Fund. In connection with the selection and nomination of candidates to the Board, the Committee will evaluate the qualifications of candidates for Board membership and their independence from the Fund’s respective investment adviser, principal underwriter(s), and other principal service providers. Persons selected must be independent under the provisions of the 1940 Act. The Committee will also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence (for example, business, financial or family relationships with the investment adviser or other service providers). Candidates should have the capacity to address financial and legal issues and to exercise reasonable business judgment. Without limiting the foregoing, the Committee will also consider, among other criteria, a candidate’s: | (a) | experience in business, financial or investment matters or in other fields of endeavor; |
| (b) | financial literacy and/or whether he or she is an “audit committee financial expert” as defined in Item 3 of Form N-CSR; |
| (d) | ability to attend scheduled Board and Committee meetings; |
| (e) | general availability to attend to Board business on short notice; |
| (f) | actual or potential business, family or other conflicts bearing on either the candidate’s independence or the business of the Fund; |
| (g) | length of potential service; |
| (h) | commitment to the representation of the interests of the Fund and its shareholders; |
| (i) | commitment to maintaining and improving Trustee skills and education; and |
| (j) | experience in corporate governance and best business practices. |
The Committee will also consider the diversity of the Board’s composition as part of the selection and nomination process. In considering the selection and nomination of Independent Trustee candidates, it is expected that the Committee will consult with the interested Trustees and Officers of the Fund and such other persons as the Committee deems appropriate. In addition, the Committee shall work to retain high performing Independent Trustees, once elected or appointed as the case may be. While the Committee is solely responsible for the selection and nomination of the Fund’s Trustees, the Committee shall review and consider nominations for the office of Trustee made by management and by Fund B-5
shareholders who have sent nominations (which includes the biographical information and qualifications of the proposed nominee) to the Secretary of the Fund, as the Trustees deem appropriate. Additional Matters | 1. | The Committee will meet at such times as it deems appropriate. The Committee will set its agenda and the places of its meetings. The Committee may meet alone and outside the presence of management personnel. |
| 2. | The Committee will submit the minutes of all of its meetings to, or discuss the matters discussed at each Committee meeting with, the full Board. |
| 3. | The Committee may delegate any portion of its authority to a subcommittee of one or more members. Any decision of the subcommittee shall be presented to the full Committee at its next regularly scheduled meeting. |
| 4. | The Committee is authorized to investigate any matter brought to its attention within the scope of its duties, and is authorized to meet with the compliance personnel of management as the Committee deems appropriate in connection with the performance of its responsibilities. |
| 5. | The Committee is authorized to engage independent counsel and other advisers as it deems necessary to carry out its duties. |
| 6. | The Committee shall provide for appropriate funding, as determined by the Committee, for payment of compensation to any advisers employed by the Committee as described above. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify Trustee candidates, including sole authority to approve the search firm’s fees and other retention terms. |
| 7. | Except as otherwise provided by the Board or required by applicable law, the Committee shall act by a vote of a majority of the Committee members at a Committee meeting, including a meeting held by conference telephone, teleconference or other electronic media or communication equipment, or by written consent of all of the Committee members without a meeting. Any written consent or waiver may be provided and delivered to the Committee chair by e-mail, facsimile or other similar electronic mechanism. |
| 8. | The Committee will periodically review the provisions of this Governance and Nominating Committee Charter. |
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Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust Governance and Nominating Committee Charter Organization and Purpose The Trustees of Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust (together the “Trusts” and the series thereof, the “Funds”) have established a Governance and Nominating Committee (the “Committee”), comprising all of the Independent Trustees. “Independent Trustees” are those Trustees who: (a) are independent of the management of Goldman, Sachs & Co. LLC; (b) are not “interested persons” of the Funds or any investment adviser or principal underwriter of the Funds within the meaning of Section 2(a)(19) of the Investment Company Act of 1940 (the “1940 Act”); and (c) do not accept any consulting, advisory or other compensatory fee from the Funds except in their capacities as members of the Board of Trustees or committees thereof (Board and committee members serving the Trusts in additional capacities, e.g., as Chairman of the Board or as Audit Committee Financial Expert, may receive additional compensation). The Committee has been established for the following purposes: (1) assisting the Board of Trustees in matters involving mutual fund governance and industry best practices; (2) with respect to the selection and nomination of Independent Trustees, satisfying certain regulatory requirements adopted by the Securities and Exchange Commission (the “SEC”); and (3) advising the Board of Trustees from time to time on ways to improve its effectiveness. Statement of Policy The mission of the Board of Trustees is to represent and protect the interests of the Funds and their shareholders. In doing so, the Board has the legal responsibility for overseeing the affairs of the Funds. It is the policy of the Board of Trustees that in fulfilling its mission and meeting its responsibilities, the Trustees will seek high standards of integrity, commitment and independence of thought and judgment in a manner that is consistent with best practices of mutual fund governance. Summary of Responsibilities The Committee will have the following responsibilities: Making recommendations to the Board of Trustees with respect to the effectiveness of the Board in carrying out its responsibilities in governing the Funds and overseeing their management. Monitoring the governance policies set forth in the Trustee Charter adopted by the Board of Trustees, and recommending such changes to those policies as the Committee deems appropriate from time to time. Making recommendations to the Board of Trustees regarding its size, structure and composition as well as qualifications for Board membership. Making recommendations to the Board of Trustees with respect to the Board’s committee structure, committee membership and chairmanship. Monitoring the Trusts’ standards of Trustee independence. Overseeing and reviewing the Board and committee evaluations performed from time to time in accordance with the Trustee Charter and, based on its review, recommending such actions as the Committee deems appropriate. Keeping informed of regulatory changes and industry practices relating to mutual fund governance and recommending such changes as the Committee deems appropriate. Overseeing the process for setting Independent Trustee compensation. Overseeing the continuing education of incumbent and new Independent Trustees. Reviewing periodically the investments made by the Trustees in the Funds pursuant to the policies set forth in the Trustee Charter. B-7
Selecting and nominating candidates for election or appointment as non-interested members of the Board of Trustees and the retention of such members, as discussed below. In carrying out its responsibilities under this Governance and Nominating Committee Charter (the “Charter”), the policies and procedures of the Committee should remain flexible in order to best react to changing conditions and to provide assurance to the full Board of Trustees and shareholders that the Trusts’ governance practices are in accordance with applicable requirements and are of the highest quality. The Committee performs its functions under this Charter on the basis of information and advice provided or representations made to it by the management of the Funds, or by service providers, or by legal counsel or other experts or consultants, without independent verification. Nothing in this charter is intended to impose, or should be interpreted as imposing, on any member of the Committee any additional duties or responsibilities over and above those placed on the member in his or her capacity as a Trustee of the Trusts under applicable federal and state law. Selection, Nomination and Retention of Independent Trustees The Committee will be responsible for the selection and nomination of the candidates for election or appointment as Independent Trustees of the Trusts. In connection with the selection and nomination of candidates to the Board of Trustees, the Committee will evaluate the qualifications of candidates for Board membership and their independence from the Trusts’ investment advisers, principal underwriter(s), and other principal service providers. Persons selected must be independent under the provisions of the 1940 Act. The Committee will also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence (for example, business, financial or family relationships with the investment advisers or other service providers). Candidates should have the capacity to address financial and legal issues and to exercise reasonable business judgment. Without limiting the foregoing, the Committee will also consider, among other criteria, a candidate’s: | (a) | experience in business, financial or investment matters or in other fields of endeavor; |
| (c) | ability to attend scheduled Board and Committee meetings; |
| (d) | general availability to attend to Board business on short notice; |
| (e) | actual or potential business, family or other conflicts bearing on either the candidate’s independence or the business of the Trusts; |
| (f) | length of potential service; |
| (g) | commitment to the representation of the interests of the Funds and their shareholders; |
| (h) | commitment to maintaining and improving Trustee skills and education; and |
| (i) | experience in corporate governance and best business practices. |
The Committee will also consider the diversity of the Board’s composition as part of the selection and nomination process. In considering the selection and nomination of Independent Trustee candidates, it is expected that the Committee will consult with the interested Trustees and Officers of the Trusts and such other persons as the Committee deems appropriate. In addition, the Committee shall work to retain high performing Independent Trustees, once elected or appointed as the case may be. B-8
Additional Matters The Committee will meet at such times as it deems appropriate. The Committee will set its agenda and the places of its meetings. The Committee may meet alone and outside the presence of management personnel. The Committee will submit the minutes of all meetings of the Committee to, or discuss the matters discussed at each Committee meeting with, the full Board of Trustees. The Committee may delegate any portion of its authority to a subcommittee of one or more members. Any decision of the subcommittee shall be presented to the full Committee at its next regularly scheduled meeting. The Committee is authorized to investigate any matter brought to its attention within the scope of its duties, and is authorized to meet with the compliance personnel of management as the committee deems appropriate in connection with the performance of its responsibilities. The Committee is authorized to engage independent counsel and other advisers as it deems necessary to carry out its duties. The Funds will provide for appropriate funding, as determined by the Committee, for payment of compensation to any advisers employed by the Committee as described above. Except as otherwise provided by the Board of Trustees or required by applicable law, the Committee shall act by a vote of a majority of the Committee members at a Committee meeting, including a meeting held by conference telephone, teleconference or other electronic media or communication equipment, or by written consent of a majority of Committee members without a meeting. Any written consent or waiver may be provided and delivered to the Committee by e-mail, facsimile or other similar electronic mechanism. The Committee will periodically review the provisions of this Governance and Nominating Committee Charter. B-9
Goldman Sachs Trust II Governance and Nominating Committee Charter Organization and Purpose The Board of Trustees (the “Board”) of Goldman Sachs Trust II (the “Trust” and the series thereof, the “Funds”) has established a Governance and Nominating Committee (the “Committee”), comprising all of the Funds’ Independent Trustees. “Independent Trustees” are those Trustees who: (a) are independent of the management of Goldman, Sachs & Co.; LLC; (b) are not “interested persons” of the Funds or any investment adviser or principal underwriter of the Funds within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”); and (c) do not accept any consulting, advisory or other compensatory fee from the Funds except in their capacities as members of the Board or committees thereof (Board and committee members serving the Funds in additional capacities, e.g., as Chairman of the Board or as Audit Committee Financial Expert, may receive additional compensation). The Committee has been established for the following purposes: (1) assisting the Board in matters involving fund governance and industry best practices; (2) with respect to the selection and nomination of Independent Trustees, satisfying certain regulatory requirements adopted by the Securities and Exchange Commission (the “SEC”); and (3) advising the Board from time to time on ways to improve its effectiveness. Statement of Policy The mission of the Board is to represent and protect the interests of the Funds and their shareholders. In doing so, the Board has the legal responsibility for overseeing the affairs of the Funds. It is the policy of the Board that in fulfilling its mission and meeting its responsibilities, the Trustees will seek high standards of integrity, commitment and independence of thought and judgment in a manner that is consistent with best practices of mutual fund governance. Summary of Responsibilities The Committee will have the following responsibilities: | 1. | Making recommendations to the Board with respect to the effectiveness of the Board in carrying out its responsibilities in governing the Funds and overseeing their management. |
| 2. | Monitoring the governance policies set forth in the Trustee Charter adopted by the Board, and recommending such changes to those policies as the Committee deems appropriate from time to time. |
| 3. | Making recommendations to the Board regarding its size, structure and composition as well as qualifications for Board membership. |
| 4. | Making recommendations to the Board with respect to the Board’s committee structure, committee membership and chairmanship. |
| 5. | Monitoring the Trust’s standards of Trustee independence. |
| 6. | Overseeing and reviewing the Board and committee evaluations performed from time to time in accordance with the Trustee Charter and, based on its review, recommending such actions as the Committee deems appropriate. |
| 7. | Keeping informed of regulatory changes and industry practices relating to fund governance and recommending such changes as the Committee deems appropriate. |
| 8. | Overseeing the process for setting independentIndependent Trustee compensation. |
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| 9. | Overseeing the continuing education of incumbent and new Independent Trustees. |
| 10. | Reviewing periodically the investments made by the Trustees in the Funds pursuant to the policies set forth in the Trustee Charter. |
| 11. | Selecting and nominating candidates for election or appointment as non-interested members of the Board and the retention of such members, as discussed below. |
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In carrying out its responsibilities under this Charter, the policies and procedures of the Committee should remain flexible in order to best react to changing conditions and to provide assurance to the full Board and shareholders that the Funds’ governance practices are in accordance with applicable requirements and are of the highest quality. The Committee performs its functions under this Governance and Nominating Committee Charter (the “Charter”) on the basis of information or advice provided or representations made to it by the management of the Funds, or by service providers, or by legal counsel or other experts or consultants, without independent verification. Nothing in this Charter is intended to impose, or should be interpreted as imposing, on any member of the Committee any additional duties or responsibilities over and above those placed on the member in his or her capacity as a Trustee of the Funds under applicable federal and state law. Selection, Nomination and Retention of Independent Trustees The Committee will be responsible for the selection and nomination of the candidates for election or appointment as independentIndependent Trustees of the Funds. In connection with the selection and nomination of candidates to the Board, the Committee will evaluate the qualifications of candidates for Board membership and their independence from each Fund’s respective investment adviser, principal underwriter(s), and other principal service providers. Persons selected must be independent under the provisions of the 1940 Act. The Committee will also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence (for example, business, financial or family relationships with the investment adviser or other service providers). Candidates should have the capacity to address financial and legal issues and to exercise reasonable business judgment. Without limiting the foregoing, the Committee will also consider, among other criteria, a candidate’s: | (a) | experience in business, financial or investment matters or in other fields of endeavor; |
| (c) | ability to attend scheduled Board and Committee meetings; |
| (d) | general availability to attend to Board business on short notice; |
| (e) | actual or potential business, family or other conflicts bearing on either the candidate’s independence or the business of the Funds; |
| (f) | length of potential service; |
| (g) | commitment to the representation of the interests of the Funds and their shareholders; |
| (h) | commitment to maintaining and improving Trustee skills and education; and |
| (i) | experience in corporate governance and best business practices. |
The Committee will also consider the diversity of the Board’s composition as part of the selection and nomination process. In considering the selection and nomination of independentIndependent Trustee candidates, it is expected that the Committee will consult with the interested Trustees and Officers of the Funds and such other persons as the Committee deems appropriate. B-2
In addition, the Committee shall work to retain high performing independentIndependent Trustees, once elected or appointed as the case may be. While the Committee is solely responsible for the selection and nomination of the Funds’ Trustees, the Committee shall review and consider nominations for the office of Trustee made by management and by Trust shareholders who have sent nominations (which includes the biographical information and qualifications of the proposed Nominee)nominee) to the Secretary of the Funds, as the Trustees deem appropriate. B-11
Additional Matters | 12. | The Committee will meet at such times as it deems appropriate. The Committee will set its agenda and the places of its meetings. The Committee may meet alone and outside the presence of management personnel. |
| 13. | The Committee will submit the minutes of all of its meetings to, or discuss the matters discussed at each Committee meeting with, the full Board. |
| 14. | The Committee may delegate any portion of its authority to a subcommittee of one or more members. Any decision of the subcommittee shall be presented to the full Committee at its next regularly scheduled meeting. |
| 15. | The Committee is authorized to investigate any matter brought to its attention within the scope of its duties, and is authorized to meet with the compliance personnel of management as the Committee deems appropriate in connection with the performance of its responsibilities. |
| 16. | The Committee is authorized to engage independent counsel and other advisers as it deems necessary to carry out its duties. |
| 17. | The Committee shall provide for appropriate funding, as determined by the Committee, for payment of compensation to any advisers employed by the Committee as described above. |
| 18. | Except as otherwise provided by the Board or required by applicable law, the Committee shall act by a vote of a majority of the Committee members at a Committee meeting, including a meeting held by conference telephone, teleconference or other electronic media or communication equipment, or by written consent of all of the Committee members without a meeting. Any written consent or waiver may be provided and delivered to the Committee chair by e-mail, facsimile or other similar electronic mechanism. |
| 19. | The Committee will periodically review the provisions of this Governance and Nominating Committee Charter. |
Goldman Sachs ETF Trust Governance and Nominating Committee Charter
Organization and PurposeB-12
The Board of Trustees (the “Board”) of the Goldman Sachs ETF Trust (the “Trust,” and the series thereof, the “Funds”) has established a Governance and Nominating Committee (the “Committee”), comprising all of the Trust’s Independent Trustees. “Independent Trustees” are those Trustees who: (a) are independent of the management of Goldman Sachs & Co. LLC; (b) are not “interested persons” of the Funds or any investment adviser or principal underwriter of the Funds within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”); and (c) do not accept any consulting, advisory or other compensatory fee from the Funds except in their capacities as members of the Board or committees thereof (Board and committee members serving the Trust in additional capacities, e.g., as Chairman of the Board or as Audit Committee Financial Expert, may receive additional compensation). The Committee has been established for the following purposes: (1) assisting the Board in matters involving fund governance and industry best practices; (2) with respect to the selection and nomination of Independent Trustees, satisfying certain regulatory
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requirements adopted by the Securities and Exchange Commission (the “SEC”); and (3) advising the Board from time to time on ways to improve its effectiveness.
Statement of Policy
The mission of the Board is to represent and protect the interests of the Funds and their shareholders. In doing so, the Board has the legal responsibility for overseeing the affairs of the Funds. It is the policy of the Board that in fulfilling its mission and meeting its responsibilities, the Trustees will seek high standards of integrity, commitment and independence of thought and judgment in a manner that is consistent with best practices of fund governance.
Summary of Responsibilities
The Committee will have the following responsibilities:
| 1. | Making recommendations to the Board with respect to the effectiveness of the Board in carrying out its responsibilities in governing the Funds and overseeing their management.
|
| 2. | Monitoring the governance policies set forth in the Trustee Charter adopted by the Board, and recommending such changes to those policies as the Committee deems appropriate from time to time.
|
| 3. | Making recommendations to the Board regarding its size, structure and composition as well as qualifications for Board membership.
|
| 4. | Making recommendations to the Board with respect to the Board’s committee structure, committee membership and chairmanship.
|
| 5. | Monitoring the Trust’s standards of Trustee independence.
|
| 6. | Overseeing and reviewing the Board and committee evaluations performed from time to time in accordance with the Trustee Charter and, based on its review, recommending such actions as the Committee deems appropriate.
|
| 7. | Keeping informed of regulatory changes and industry practices relating to fund governance and recommending such changes as the Committee deems appropriate.
|
| 8. | Overseeing the process for setting independent Trustee compensation.
|
| 9. | Overseeing the continuing education of incumbent and new Independent Trustees.
|
| 10. | Reviewing periodically the investments made by the Trustees in the Funds pursuant to the policies set forth in the Trustee Charter.
|
| 11. | Selecting and nominating candidates for election or appointment as non-interested members of the Board and the retention of such members, as discussed below.
|
In carrying out its responsibilities under this Charter, the policies and procedures of the Committee should remain flexible in order to best react to changing conditions and to provide assurance to the full Board and shareholders that the Trust’s governance practices are in accordance with applicable requirements and are of the highest quality.
The Committee performs its functions under this Governance and Nominating Committee Charter (the “Charter”) on the basis of information or advice provided or representations made to it by the management of the Funds, or by service providers, or by legal counsel or other experts or consultants, without independent verification. Nothing in this Charter is intended to impose, or should be interpreted as imposing, on any member of the Committee any additional duties or responsibilities over and above those placed on the member in his or her capacity as a Trustee of the Trust under applicable federal and state law.
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Selection, Nomination and Retention of Independent Trustees
The Committee will be responsible for the selection and nomination of the candidates for election or appointment as Independent Trustees of the Trust. In connection with the selection and nomination of candidates to the Board, the Committee will evaluate the qualifications of candidates for Board membership and their independence from the Funds’ investment adviser, principal underwriter(s), and other principal service providers. Persons selected must be independent under the provisions of the 1940 Act. The Committee will also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence (for example, business, financial or family relationships with the investment adviser or other service providers). Candidates should have the capacity to address financial and legal issues and to exercise reasonable business judgment. Without limiting the foregoing, the Committee will also consider, among other criteria, a candidate’s:
| (a) | experience in business, financial or investment matters or in other fields of endeavor,
|
| (c) | ability to attend scheduled Board and Committee meetings;
|
| (d) | general availability to attend to Board business on short notice;
|
| (e) | actual or potential business, family or other conflicts bearing on either the candidate’s independence or the business of the Trust;
|
| (f) | length of potential service;
|
| (g) | commitment to the representation of the interests of the Funds and their shareholders;
|
| (h) | commitment to maintaining and improving Trustee skills and education; and
|
| (i) | experience in corporate governance and best business practices.
|
The Committee will also consider the diversity of the Board’s composition as part of the selection and nomination process.
In considering the selection and nomination of Independent Trustee candidates, it is expected that the Committee will consult with the interested Trustees and Officers of the Trust and such other persons as the Committee deems appropriate.
In addition, the Committee shall work to retain high performing independent Trustees, once elected or appointed as the case may be.
While the Committee is solely responsible for the selection and nomination of the Trust’s Trustees, the Committee shall review and consider nominations for the office of Trustee made by management and by Trust shareholders who have sent nominations (which include the biographical information and qualifications of the proposed Nominee) to the Secretary of the Trust, as the Trustees deem appropriate.
Additional Matters
| 12. | The Committee will meet at such times as it deems appropriate. The Committee will set its agenda and the places of its meetings. The Committee may meet alone and outside the presence of management personnel.
|
| 13. | The Committee will submit the minutes of all of its meetings to, or discuss the matters discussed at each Committee meeting with, the full Board.
|
| 14. | The Committee may delegate any portion of its authority to a subcommittee of one or more members. Any decision of the subcommittee shall be presented to the full Committee at its next regularly scheduled meeting.
|
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| 15. | The Committee is authorized to investigate any matter brought to its attention within the scope of its duties, and is authorized to meet with the compliance personnel of management as the Committee deems appropriate in connection with the performance of its responsibilities.
|
| 16. | The Committee is authorized to engage independent counsel and other advisers as it deems necessary to carry out its duties.
|
| 17. | The Committee shall provide for appropriate funding, as determined by the Committee, for payment of compensation to any advisers employed by the Committee as described above.
|
| 18. | Except as otherwise provided by the Board or required by applicable law, the Committee shall act by a vote of a majority of the Committee members at a Committee meeting, including a meeting held by conference telephone, teleconference or other electronic media or communication equipment, or by written consent of all of the Committee members without a meeting. Any written consent or waiver may be provided and delivered to the Committee chair by e-mail, facsimile or other similar electronic mechanism.
|
| 19. | The Committee will periodically review the provisions of this Governance and Nominating Committee Charter.
|
Goldman Sachs MLP and Energy Renaissance Fund Governance and Nominating Committee Charter
Organization and Purpose
The Board of Trustees (the “Board”) of Goldman Sachs MLP and Energy Renaissance Fund (the “Fund”) has established a Governance and Nominating Committee (the “Committee”), comprising all of the Fund’s Independent Trustees. “Independent Trustees” are those Trustees who: (a) are independent of the management of Goldman Sachs & Co. LLC; (b) are not “interested persons” of the Fund or any investment adviser or principal underwriter of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”); and (c) do not accept any consulting, advisory or other compensatory fee from the Fund except in their capacities as members of the Board or committees thereof (Board and committee members serving the Fund in additional capacities, e.g., as Chairman of the Board or as Audit Committee Financial Expert, may receive additional compensation). The Committee has been established for the following purposes: (1) assisting the Board in matters involving fund governance and industry best practices; (2) with respect to the selection and nomination of Independent Trustees, satisfying certain regulatory requirements adopted by the Securities and Exchange Commission (the “SEC”); and (3) advising the Board from time to time on ways to improve its effectiveness.
Statement of Policy
The mission of the Board is to represent and protect the interests of the Fund and its shareholders. In doing so, the Board has the legal responsibility for overseeing the affairs of the Fund. It is the policy of the Board that in fulfilling its mission and meeting its responsibilities, the Trustees will seek high standards of integrity, commitment and independence of thought and judgment in a manner that is consistent with best practices of fund governance.
Summary of Responsibilities
The Committee will have the following responsibilities:
| 1. | Making recommendations to the Board with respect to the effectiveness of the Board in carrying out its responsibilities in governing the Fund and overseeing its management.
|
| 2. | Monitoring the governance policies set forth in the Trustee Charter adopted by the Board, and recommending such changes to those policies as the Committee deems appropriate from time to time.
|
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| 3. | Making recommendations to the Board regarding its size, structure and composition as well as qualifications for Board membership.
|
| 4. | Making recommendations to the Board with respect to the Board’s committee structure, committee membership and chairmanship.
|
| 5. | Monitoring the Fund’s standards of Trustee independence.
|
| 6. | Overseeing and reviewing the Board and committee evaluations performed from time to time in accordance with the Trustee Charter and, based on its review, recommending such actions as the Committee deems appropriate.
|
| 7. | Keeping informed of regulatory changes and industry practices relating to fund governance and recommending such changes as the Committee deems appropriate.
|
| 8. | Overseeing the process for setting independent Trustee compensation.
|
| 9. | Overseeing the continuing education of incumbent and new Independent Trustees.
|
| 10. | Reviewing periodically the investments made by the Trustees in the Fund pursuant to the policies set forth in the Trustee Charter.
|
| 11. | Selecting and nominating candidates for election or appointment as non-interested members of the Board and the retention of such members, as discussed below.
|
In carrying out its responsibilities under this Charter, the policies and procedures of the Committee should remain flexible in order to best react to changing conditions and to provide assurance to the full Board and shareholders that the Fund’s governance practices are in accordance with applicable requirements and are of the highest quality.
The Committee performs its functions under this Governance and Nominating Committee Charter (the “Charter”) on the basis of information or advice provided or representations made to it by the management of the Fund, or by service providers, or by legal counsel or other experts or consultants, without independent verification. Nothing in this Charter is intended to impose, or should be interpreted as imposing, on any member of the Committee any additional duties or responsibilities over and above those placed on the member in his or her capacity as a Trustee of the Fund under applicable federal and state law.
Selection, Nomination and Retention of Independent Trustees
The Committee will be responsible for the selection and nomination of the candidates for election or appointment as independent Trustees of the Fund. In connection with the selection and nomination of candidates to the Board, the Committee will evaluate the qualifications of candidates for Board membership and their independence from the Fund’s investment adviser, principal underwriter(s), and other principal service providers. Persons selected must be independent under the provisions of the 1940 Act. The Committee will also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence (for example, business, financial or family relationships with the investment adviser or other service providers). Candidates should have the capacity to address financial and legal issues and to exercise reasonable business judgment. Without limiting the foregoing, the Committee will also consider, among other criteria, a candidate’s:
| (a) | experience in business, financial or investment matters or in other fields of endeavor;
|
| (b) | financial literacy and/or whether he or she is an “audit committee financial expert” as defined in Item 3 of Form N-CSR;
|
| (d) | ability to attend scheduled Board and Committee meetings;
|
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| (e) | general availability to attend to Board business on short notice;
|
| (f) | actual or potential business, family or other conflicts bearing on either the candidate’s independence or the business of the Fund;
|
| (g) | length of potential service;
|
| (h) | commitment to the representation of the interests of the Fund and its shareholders;
|
| (i) | commitment to maintaining and improving Trustee skills and education; and
|
| (j) | experience in corporate governance and best business practices.
|
The Committee will also consider the diversity of the Board’s composition as part of the selection and nomination process.
In considering the selection and nomination of independent Trustee candidates, it is expected that the Committee will consult with the interested Trustees and Officers of the Fund and such other persons as the Committee deems appropriate.
In addition, the Committee shall work to retain high performing independent Trustees, once elected or appointed as the case may be.
While the Committee is solely responsible for the selection and nomination of the Fund’s Trustees, the Committee shall review and consider nominations for the office of Trustee made by management and by Trust shareholders who have sent nominations (which include the information required by the Fund’s By-Laws) to the Secretary of the Fund, as the Trustees deem appropriate.
Additional Matters
| 12. | The Committee will meet at such times as it deems appropriate. The Committee will set its agenda and the places of its meetings. The Committee may meet alone and outside the presence of management personnel.
|
| 13. | The Committee will submit the minutes of all of its meetings to, or discuss the matters discussed at each Committee meeting with, the full Board.
|
| 14. | The Committee may delegate any portion of its authority to a subcommittee of one or more members. Any decision of the subcommittee shall be presented to the full Committee at its next regularly scheduled meeting.
|
| 15. | The Committee is authorized to investigate any matter brought to its attention within the scope of its duties, and is authorized to meet with the compliance personnel of management as the Committee deems appropriate in connection with the performance of its responsibilities.
|
| 16. | The Committee is authorized to engage independent counsel and other advisers as it deems necessary to carry out its duties.
|
| 17. | The Committee shall provide for appropriate funding, as determined by the Committee, for payment of compensation to any advisers employed by the Committee as described above.
|
| 18. | Except as otherwise provided by the Board or required by applicable law, the Committee shall act by a vote of a majority of the Committee members at a Committee meeting, including a meeting held by conference telephone, teleconference or other electronic media or communication equipment, or by written consent of all of the Committee members without a meeting. Any written consent or waiver may be provided and delivered to the Committee chair by e-mail, facsimile or other similar electronic mechanism.
|
| 19. | The Committee will periodically review the provisions of this Governance and Nominating Committee Charter.
|
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Goldman Sachs Real Estate Diversified Income Fund Governance and Nominating Committee Charter
Organization and Purpose
The Board of Trustees (the “Board”) of the Goldman Sachs Real Estate Diversified Income Fund (the “Fund”) has established a Governance and Nominating Committee (the “Committee”), comprising all of the Fund’s Independent Trustees. “Independent Trustees” are those Trustees who: (a) are independent of the management of Goldman Sachs & Co. LLC; (b) are not “interested persons” of the Fund or any investment adviser or principal underwriter of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”); and (c) do not accept any consulting, advisory or other compensatory fee from the Fund except in their capacities as members of the Board or committees thereof (Board and committee members serving the Fund in additional capacities, e.g., as Chair of the Board or as Audit Committee Financial Expert, may receive additional compensation). The Committee has been established for the following purposes: (1) assisting the Board in matters involving fund governance and industry best practices; (2) with respect to the selection and nomination of Independent Trustees, satisfying certain regulatory requirements adopted by the Securities and Exchange Commission (the “SEC”); and (3) advising the Board from time to time on ways to improve its effectiveness.
Statement of Policy
The mission of the Board is to represent and protect the interests of the Fund and its shareholders. In doing so, the Board has the legal responsibility for overseeing the affairs of the Fund. It is the policy of the Board that in fulfilling its mission and meeting its responsibilities, the Trustees will seek high standards of integrity, commitment and independence of thought and judgment in a manner that is consistent with best practices of corporate governance.
Summary of Responsibilities
The Committee will have the following responsibilities:
| 1. | Making recommendations to the Board with respect to the effectiveness of the Board in carrying out its responsibilities in governing the Fund and overseeing their management.
|
| 2. | Monitoring the governance policies set forth in the Trustee Charter adopted by the Board, and recommending such changes to those policies as the Committee deems appropriate from time to time.
|
| 3. | Making recommendations to the Board regarding its size, structure and composition as well as qualifications for Board membership.
|
| 4. | Making recommendations to the Board with respect to the Board’s committee structure, committee membership and chairmanship.
|
| 5. | Monitoring the Fund’s standards of Trustee independence.
|
| 6. | Overseeing and reviewing the Board and committee evaluations performed from time to time in accordance with the Trustee Charter and, based on its review, recommending such actions as the Committee deems appropriate.
|
| 7. | Keeping informed of regulatory changes and industry practices relating to fund governance and recommending such changes as the Committee deems appropriate.
|
| 8. | Overseeing the continuing education of incumbent and new Independent Trustees.
|
| 9. | Reviewing periodically the investments made by the Trustees in the Fund pursuant to the policies set forth in the Trustee Charter.
|
| 10. | Selecting and nominating candidates for election or appointment as non-interested members of the Board as discussed below.
|
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In carrying out its responsibilities under this Governance and Nominating Committee Charter (the “Charter”), the policies and procedures of the Committee should remain flexible in order to best react to changing conditions and to provide assurance to the full Board and shareholders that the Fund’s governance practices are in accordance with applicable requirements and are of the highest quality.
The Committee performs its functions under the on the basis of information or advice provided or representations made to it by the management of the Fund, or by service providers, or by legal counsel or other experts or consultants, without independent verification. Nothing in this Charter is intended to impose, or should be interpreted as imposing, on any member of the Committee any additional duties or responsibilities over and above those placed on the member in his or her capacity as a Trustee of the Fund under applicable federal and state law.
Selection and Nomination of Independent Trustees
The Committee will be responsible for the selection and nomination of the candidates for election or appointment as independent Trustees of the Fund. In connection with the selection and nomination of candidates to the Board, the Committee will evaluate the qualifications of candidates for Board membership and their independence from each Fund’s investment adviser, principal underwriter(s), and other principal service providers. Persons selected must be independent under the provisions of the 1940 Act. The Committee will also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence (for example, business, financial or family relationships with the investment adviser or other service providers). Candidates should have the capacity to address financial and legal issues and to exercise reasonable business judgment. Without limiting the foregoing, the Committee will also consider, among other criteria, a candidate’s:
| (a) | experience in business, financial or investment matters or in other fields of endeavor;
|
| (b) | financial literacy and/or whether he or she is an “audit committee financial expert” as defined in Item 3 of Form N-CSR;
|
| (d) | ability to attend scheduled Board and Committee meetings;
|
| (e) | general availability to attend to Board business on short notice;
|
| (f) | actual or potential business, family or other conflicts bearing on either the candidate’s independence or the business of the Fund;
|
| (g) | length of potential service;
|
| (h) | commitment to the representation of the interests of the Fund and its shareholders;
|
| (i) | commitment to maintaining and improving Trustee skills and education; and
|
| (j) | experience in corporate governance and best business practices.
|
The Committee will also consider the diversity of the Board’s composition as part of the selection and nomination process.
In considering the selection and nomination of independent Trustee candidates, it is expected that the Committee will consult with the interested Trustees and Officers of the Fund and such other persons as the Committee deems appropriate.
While the Committee is solely responsible for the selection and nomination of the Fund’s Trustees, the Committee shall review and consider nominations for the office of Trustee made by management and by Fund shareholders who have sent nominations (which includes the biographical information and qualifications of the proposed Nominee) to the Secretary of the Fund, as the Trustees deem appropriate.
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Additional Matters
| 11. | The Committee will meet at such times as it deems appropriate. The Committee will set its agenda and the places of its meetings. The Committee may meet alone and outside the presence of management personnel.
|
| 12. | The Committee will submit the minutes of all of its meetings to, or discuss the matters discussed at each Committee meeting with, the full Board.
|
| 13. | The Committee may delegate any portion of its authority to a subcommittee of one or more members. Any decision of the subcommittee shall be presented to the full Committee at its next regularly scheduled meeting.
|
| 14. | The Committee is authorized to investigate any matter brought to its attention within the scope of its duties, and is authorized to meet with the compliance personnel of management as the Committee deems appropriate in connection with the performance of its responsibilities.
|
| 15. | The Committee is authorized to engage independent counsel and other advisers as it deems necessary to carry out its duties.
|
| 16. | The Committee shall provide for appropriate funding, as determined by the Committee, for payment of compensation to any advisers employed by the Committee as described above. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify Trustee candidates, including sole authority to approve the search firm’s fees and other retention terms.
|
| 17. | Except as otherwise provided by the Board or required by applicable law, the Committee shall act by a vote of a majority of the Committee members at a Committee meeting, including a meeting held by conference telephone, teleconference or other electronic media or communication equipment, or by written consent of all of the Committee members without a meeting. Any written consent or waiver may be provided and delivered to the Committee chair by e-mail, facsimile or other similar electronic mechanism.
|
| 18. | The Committee will periodically review the provisions of this Governance and Nominating Committee Charter.
|
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APPENDIX C OUTSTANDING SHARES OF EACH FUND Each Fund’s Shares outstanding as of August 23, 202121, 2023 (the Record Date) is set forth in the table below. Goldman Sachs Trust II
| | | | | Fund
| | Outstanding Shares | | Goldman Sachs GQG Partners International Opportunities Fund
| | | 1,041,481,511 | | Goldman Sachs Multi-Manager Alternatives Fund
| | | 13,644,789 | | Goldman Sachs Multi-Manager Non-Core Fixed Income Fund
| | | 132,285,840 | | Goldman Sachs Multi-Manager Global Equity Fund
| | | 36,503,053 | | Goldman Sachs Multi-Manager Real Assets Strategy Fund
| | | 58,853,488 | | Multi-Manager International Equity Fund
| | | 83,625,311 | | Multi-Manager U.S. Small Cap Equity Fund
| | | 33,523,704 | | Goldman Sachs Target Date Retirement Portfolio
| | | 777,110 | | Goldman Sachs Target Date 2025 Portfolio
| | | 782,768 | | Goldman Sachs Target Date 2030 Portfolio
| | | 672,495 | | Goldman Sachs Target Date 2035 Portfolio
| | | 661,625 | | Goldman Sachs Target Date 2040 Portfolio
| | | 965,497 | | Goldman Sachs Target Date 2045 Portfolio
| | | 776,998 | | Goldman Sachs Target Date 2050 Portfolio
| | | 736,649 | | Goldman Sachs Target Date 2055 Portfolio
| | | 752,343 | | Goldman Sachs Target Date 2060 Portfolio
| | | 770,892 | |
Goldman Sachs ETF Trust | | | | | Fund | | Outstanding Shares | | Goldman Sachs ActiveBeta® Europe EquityAccess Emerging Markets USD Bond ETF | | | 550,0001,300,000 | | Goldman Sachs Access High Yield Corporate Bond ETF | | | 2,250,000 | | Goldman Sachs Access Inflation Protected USD Bond ETF | | | 2,300,000 | | Goldman Sachs Access Investment Grade Corporate 1-5 Year Bond ETF | | | 200,000 | | Goldman Sachs Access Investment Grade Corporate Bond ETF | | | 14,000,000 | | Goldman Sachs Access Treasury 0-1 Year ETF | | | 58,890,000 | | Goldman Sachs Access U.S. Aggregate Bond ETF | | | 11,900,000 | | Goldman Sachs Access Ultra Short Bond ETF | | | 11,675,000 | | Goldman Sachs ActiveBeta® Emerging Markets Equity ETF | | | 35,300,00032,750,000 | | Goldman Sachs ActiveBeta® Europe Equity ETF | | | 350,000 | | Goldman Sachs ActiveBeta® International Equity ETF | | | 85,600,000103,500,000 | | Goldman Sachs ActiveBeta® Japan Equity ETF | | | 400,000 | | Goldman Sachs ActiveBeta® Paris-Aligned Climate U.S. Large Cap Equity ETF | | | 152,502,500200,000 | | Goldman Sachs ActiveBeta® U.S. Large Cap Equity ETF | | | 129,302,500 | | Goldman Sachs ActiveBeta® U.S. Small Cap Equity ETF | | | 6,250,0008,200,000 | | Goldman Sachs ActiveBeta® World Low Vol Plus Equity ETF | | | 17,500,000 | | Goldman Sachs Bloomberg Clean Energy Equity ETF | | | 250,000 | | Goldman Sachs Equal Weight U.S. Large Cap Equity ETF | | | 12,100,0007,400,000 | | Goldman Sachs Hedge Industry VIP ETF | | | 2,225,0001,800,000 | | Goldman Sachs Innovate Equity ETF | | | 6,750,000 | | Goldman Sachs JUST U.S. Large Cap Equity ETF | | | 4,025,0004,325,000 | | Goldman Sachs InnovateFuture Consumer Equity ETF | | | 7,800,0005,750,000 | | Goldman Sachs Access High Yield Corporate BondFuture Health Care Equity ETF | | | 4,000,0003,450,000 | | Goldman Sachs Access Inflation Protected USD BondFuture Planet Equity ETF | | | 2,500,0004,725,000 | | Goldman Sachs Access Investment Grade Corporate 1-5 Year BondFuture Real Estate and Infrastructure Equity ETF | | | 550,000725,000 | | Goldman Sachs Access Investment Grade Corporate BondFuture Tech Leaders Equity ETF | | | 14,050,000 | | Goldman Sachs Access Treasury 0-1 Year ETF
| | | 18,660,000 | | Goldman Sachs Access U.S. Aggregate Bond ETF
| | | 4,450,000 | | Goldman Sachs Access Ultra Short Bond ETF
| | | 6,475,00010,200,000 | | Goldman Sachs MarketBetaTMEmerging Markets Equity ETF | | | 650,000 | | Goldman Sachs MarketBetaTMInternational Equity ETF | | | 6,200,0008,600,000 | | Goldman Sachs MarketBetaTM U.S. Equity ETF | | | 6,800,00016,450,000 | | Goldman Sachs Future PlanetCommunity Municipal Bond ETF | | | 400,000 | | Goldman Sachs Defensive Equity ETF | | | 1,400,000152,572 | | Goldman Sachs North American Pipelines & Power Equity ETF | | | 200,000 | |
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Goldman Sachs MLP and Energy Renaissance FundETF Trust II | | | | | Fund | | Outstanding Shares | | Goldman Sachs MLP and Energy Renaissance FundMarketBetaTM U.S. 1000 Equity ETF | | | 16,194,40435,837,538 | | Goldman Sachs MarketBetaTM Total International Equity ETF | | | 9,935,415 | |
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Goldman Sachs Goldman Sachs Real Estate Diversified Income Fund | | | | | Fund | | Outstanding Shares | | Goldman Sachs Real Estate Diversified Income Fund | | | 29,211,78852,298,894 | |
Goldman Sachs Trust | | | | | Fund | | Outstanding Shares | | Goldman Sachs Absolute Return Tracker Fund | | | 407,090,447 | | Goldman Sachs Balanced Strategy Portfolio | | | 46,732,898 | | Goldman Sachs Bond Fund | | | 38,008,867 | | Goldman Sachs China Equity Fund | | | 2,638,901 | | Goldman Sachs Clean Energy Income Fund | | | 20,222,500 | | Goldman Sachs Commodity Strategy Fund | | | 84,783,621 | | Goldman Sachs Concentrated Growth Fund | | | 7,829,533 | | Goldman Sachs Core Fixed Income Fund | | | 192,934,717 | | Goldman Sachs Dynamic Global Equity Fund | | | 15,957,324 | | Goldman Sachs Dynamic Municipal Income Fund | | | 563,486,331 | | Goldman Sachs Emerging Markets Debt Fund | | | 59,325,381 | | Goldman Sachs Emerging Markets Equity ex. China Fund | | | 802,885 | | Goldman Sachs Emerging Markets Equity Fund | | | 140,432,808 | | Goldman Sachs Emerging Markets Equity Insights Fund | | | 235,168,979 | | Goldman Sachs Energy Infrastructure Fund | | | 34,619,189 | | Goldman Sachs Enhanced Dividend Global Equity Portfolio | | | 33,455,698 | | Goldman Sachs Enhanced Income Fund | | | 63,436,279 | | Goldman Sachs Equity Income Fund | | | 9,495,124 | | Goldman Sachs ESG Emerging Markets Equity Fund | | | 3,135,043 | | Goldman Sachs Financial Square Federal Instruments Fund | | | 5,364,543,764 | | Goldman Sachs Financial Square Government Fund | | | 267,766,249,650 | | Goldman Sachs Financial Square Money Market Fund | | | 2,764,840,904 | | Goldman Sachs Financial Square Prime Obligations Fund | | | 2,672,347,678 | | Goldman Sachs Financial Square Treasury Instruments Fund | | | 84,075,890,747 | | Goldman Sachs Financial Square Treasury Obligations Fund | | | 42,113,275,312 | | Goldman Sachs Financial Square Treasury Solutions Fund | | | 14,938,227,317 | | Goldman Sachs Flexible Cap Fund | | | 4,106,000 | | Goldman Sachs Focused Value Fund | | | 3,513,871 | | Goldman Sachs Global Core Fixed Income Fund | | | 53,053,644 | | Goldman Sachs Global Infrastructure Fund | | | 17,478,170 | | Goldman Sachs Global Managed Beta Fund | | | 169,214,513 | | Goldman Sachs Global Real Estate Securities Fund | | | 13,429,338 | | Goldman Sachs Government Income Fund | | | 10,825,871 | | Goldman Sachs Growth and Income Strategy Portfolio | | | 57,972,836 | | Goldman Sachs Growth Strategy Portfolio | | | 48,121,919 | | Goldman Sachs High Yield Floating Rate Fund | | | 239,346,609 | | Goldman Sachs High Yield Fund | | | 318,410,024 | | Goldman Sachs High Yield Municipal Fund | | | 1,091,972,692 | | Goldman Sachs Income Builder Fund | | | 96,718,662 | | Goldman Sachs Income Fund | | | 7,478,823 | | Goldman Sachs Inflation Protected Securities Fund | | | 31,439,339 | | Goldman Sachs International Equity Dividend and Premium Fund | | | 22,051,494 | | Goldman Sachs International Equity ESG Fund | | | 37,813,213 | |
C-2
| | | | | Fund | | Outstanding Shares | | Goldman Sachs International Equity Income Fund | | | 68,785,939 | | Goldman Sachs International Equity Insights Fund | | | 125,169,380 | | Goldman Sachs International Small Cap Insights Fund | | | 271,770,792 | | Goldman Sachs International Tax-Managed Equity Fund | | | 65,745,093 | | Goldman Sachs Investment Grade Credit Fund | | | 83,024,085 | | Goldman Sachs Investor Money Market Fund | | | 7,887,704,308 | | Goldman Sachs Investor Tax-Exempt Money Market Fund | | | 2,105,561,596 | | Goldman Sachs Large Cap Core Fund | | | 41,400,407 | | Goldman Sachs Large Cap Growth Insights Fund | | | 37,911,758 | | Goldman Sachs Large Cap Value Fund | | | 27,495,676 | | Goldman Sachs Large Cap Value Insights Fund | | | 14,823,222 | | Goldman Sachs Local Emerging Markets Debt Fund | | | 14,628,995 | | Goldman Sachs Long Short Credit Strategies Fund | | | 6,402,375 | | Goldman Sachs Managed Futures Strategy Fund | | | 40,084,309 | | Goldman Sachs Mid Cap Growth Fund | | | 63,277,952 | | Goldman Sachs Mid Cap Value Fund | | | 34,207,423 | | Goldman Sachs MLP Energy Infrastructure Fund | | | 50,129,806 | | Goldman Sachs Municipal Income Completion Fund | | | 18,527,215 | | Goldman Sachs Real Estate Securities Fund | | | 9,565,779 | | Goldman Sachs Rising Dividend Growth Fund | | | 41,258,570 | | Goldman Sachs Satellite Strategies Portfolio | | | 9,564,400 | | Goldman Sachs Short Duration Bond Fund | | | 153,084,107 | | Goldman Sachs Short Duration Government Fund | | | 55,421,802 | | Goldman Sachs Short Duration Tax-Free Fund | | | 580,515,444 | | Goldman Sachs Short-Term Conservative Income Fund | | | 200,267,321 | | Goldman Sachs Small Cap Equity Insights Fund | | | 15,511,098 | | Goldman Sachs Small Cap Growth Fund | | | 3,341,437 | | Goldman Sachs Small Cap Growth Insights Fund | | | 6,557,615 | | Goldman Sachs Small Cap Value Fund | | | 43,159,002 | | Goldman Sachs Small Cap Value Insights Fund | | | 21,314,312 | | Goldman Sachs Small/Mid Cap Growth Fund | | | 96,658,766 | | Goldman Sachs Small/Mid Cap Value Fund | | | 15,191,995 | | Goldman Sachs Strategic Factor Allocation Fund | | | 206,773,523 | | Goldman Sachs Strategic Growth Fund | | | 14,787,669 | | Goldman Sachs Strategic Income Fund | | | 68,817,513 | | Goldman Sachs Strategic Volatility Premium Fund | | | 45,735,688 | | Goldman Sachs Tactical Tilt Overlay Fund | | | 451,264,743 | | Goldman Sachs Tax-Advantaged Global Equity Portfolio | | | 179,638,242 | | Goldman Sachs Technology Opportunities Fund | | | 28,821,294 | | Goldman Sachs U.S. Equity Dividend and Premium Fund | | | 202,571,830 | | Goldman Sachs U.S. Equity ESG Fund | | | 1,348,748 | | Goldman Sachs U.S. Equity Insights Fund | | | 16,724,937 | | Goldman Sachs U.S. Mortgages Fund | | | 24,372,950 | | Goldman Sachs U.S. Tax-Managed Equity Fund | | | 72,644,297 | |
C-3
Goldman Sachs Trust II | | | | | Fund | | Outstanding Shares | | Goldman Sachs GQG Partners International Opportunities Fund | | | 1,611,276,187 | | Goldman Sachs Multi-Manager Alternatives Fund | | | 11,570,149 | | Goldman Sachs Multi-Manager Global Equity Fund | | | 65,120,677 | | Goldman Sachs Multi-Manager Non-Core Fixed Income Fund | | | 148,653,874 | | Goldman Sachs Multi-Manager Real Assets Strategy Fund | | | 58,443,055 | | Multi-Manager International Equity Fund | | | 97,978,232 | | Multi-Manager U.S. Small Cap Equity Fund | | | 61,125,276 | |
Goldman Sachs Variable Insurance Trust | | | | | Fund | | Outstanding Shares | | Goldman Sachs Buffered S&P 500 Fund – Jan/Jul | | | 500,000 | | Goldman Sachs Buffered S&P 500 Fund – Mar/Sep | | | 500,000 | | Goldman Sachs Buffered S&P 500 Fund – May/Nov | | | 500,000 | | Goldman Sachs Core Fixed Income Fund | | | 13,191,580 | | Goldman Sachs Government Money Market Fund | | | 2,396,450,716 | | Goldman Sachs International Equity Insights Fund | | | 12,042,424 | | Goldman Sachs Large Cap Value Fund | | | 42,966,512 | | Goldman Sachs Mid Cap Growth Fund | | | 6,196,251 | | Goldman Sachs Mid Cap Value Fund | | | 27,852,541 | | Goldman Sachs Multi-Strategy Alternatives Portfolio | | | 4,112,987 | | Goldman Sachs Small Cap Equity Insights Fund | | | 10,372,953 | | Goldman Sachs Strategic Growth Fund | | | 29,561,222 | | Goldman Sachs Trend Driven Allocation Fund | | | 25,266,777 | | Goldman Sachs U.S. Equity Insights Fund | | | 17,166,336 | |
C-4
APPENDIX D BENEFICIAL OWNERS OF MORE THAN 5% OF A CLASS OF EACH FUND As of August 23, 2021 (or as otherwise indicated),July 31, 2023, the following persons or entities owned beneficially or of record more than 5% of the outstanding shares of any class, as applicable, of each Fund. For purposes of this Appendix D, refer to the below table for the full name and address of certain 5% owners who are listed for certain Funds in the tables for this Appendix D. Goldman Sachs Trust IIName and Address of Owner
Goldman Sachs GQG Partners International Opportunities Fund
| | | | | | | Class
| | Name/Address
| | Percentage
of Class | | Class A American Enterprise Investment SVC, FBO 41999970, 707 2nd Ave S., Minneapolis, MN 55402-2405 | | American United Life Insurance Co., Attn: Separate Accounts, P.O. Box 368, Indianapolis, IN 46282-0002. | | Apex Clearing Corporation, 350 North St. Paul Street, Suite 1300, Dallas, TX 75201 | | Ascensus Trust Company FBO, P.O. Box 10758, Fargo, ND 58106-0758 | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers; Attn: Mutual Funds, 211 Main St., San Francisco, CA 94105-1901 | | Charles Schwab & Co., Inc., 101 Montgomery Street, San Francisco, CA 94104 | | Commonwealth Annuity & Life, Attn: Separate Accounts S-291, 440 Lincoln, St., Worcester, MA 01653-0002 | | Edward D. Jones & Co., For the Benefit of the Customers, 12555 Manchester Rd., St. Louis, MO 63131-3710 | | Empower Financial Services, Inc., 8515 E Orchard Rd 2T2, Greenwood Village, CO 80111-5002 | | Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282 | | Goldman Sachs & Co., FBO Omnibus 6600, Co/O Mutual Fund OPS, 222 S. Main St., Salt Lake City, UT 84101-2199 | | Goldman Sachs Trust, C/O Fund Management Team, 200 West St., New York, NY 10282-2102 | | GS PWM INSTL Class, Goldman, Sachs & Co., C/O Mutual Fund Ops, 200 West St., New York, NY 10282-2198 | | GSAM Holdings LLC Comp Hedge, Crystal Downs, FL 3, Embassy Gold Links Business Park, Bengaluru, India 560071 | | GSAM Holdings LLC Seed Account, Attn: AMD-India-SAOD, Helios Business Park, 150 Outer Ring Rd., Kadubeesanahalli, Bangaluru 560 103, India | | GWFS Equities Inc., 8515 E Orchard Rd., 2T2, Greenwood Village, CO 80111-5002 | | Hand Securities, Inc., 6 Rhoads Dr., Ste. 7, Utica, NY 13502-6317 | | Hare & Co., Attn: Stif Operations, P.O. Box 223910, Pittsburgh, Pa 15121-2910 | | Horseshoe Re II Limited, P.O Box HM3352, Hamilton, Bermuda HM PX | | JP Morgan Securities, LLC, 383 Madison Ave., New York, NY 10179 | | JP Morgan Securities, LLC, FEBO Customers, Mutual Fund Dept., 3 Chase Metrotech Center, Fl 3, Brooklyn, NY 11245-0001 | | LPL Financial LLC, 4707 Executive Drive, San Diego, CA 92121 | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of Its Custodian, Attn: Service Team –its Customers, Goldman Sachs Funds, 4800 Deer Lake Drive East, 3rd Floor,Fl., Jacksonville, FL 32246-6484 | | | 14.64 | % | Class A
| | National Financial Services LLC, FEBO Customers, Attn: Mutual Funds Department, 4th Floor, 499 Washington Blvd.Merrill Lynch, Pierce, Fenner & Smith, Inc., Jersey City, NJ 07310-1995 | | | 12.99 | % 250 Vesey St., New York, NY 10281 | Class A
| Mid Atlantic Trust Company, 1251 Waterfront Place, Suite 525, Pittsburgh, PA 15222-4228 |
D-1
| | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Cust, 1 New YorkHarborside Financial Center, Plaza Floor 12, New York, NY 10004-1932 | | | 11.47 | % II, Jersey City, NJ 07311 | Class A
| | Charles Schwab & Co. Inc., Special Custody Account For Benefit of Customers, Attn: Mutual Funds, 211 Main Street, San Francisco, CA 94105-1905 | | | 10.99 | % | Class A
| | GS Funds Audit Account, Attn: Media Support, 71 S. Wacker Drive, Chicago, IL, 60606-4637 | | | 10.17 | % | Class A
| | American Enterprise Investment SVC, 707 2nd Ave. South, Minneapolis, MN 55402-2405 | | | 8.91 | % | Class A
| | LPL Financial, FBO Customer Accounts, Attn: Mutual Fund Operations, 4707 Executive Drive, San Diego, CA 92121-3091 | | | 5.72 | % | Class A
| | Raymond James, Omnibus for Mutual Funds, Attn: Courtney Waller, 880 Carillon Parkway, St. Petersburg, FL. 33716-1102 | | | 5.25 | % |
Goldman Sachs Multi-Manager Alternatives Fund
| | | | | | | Class
| | Name/Address
| | Percentage
of Class | | Class A
| | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers, 1 New York Plaza, FloorPlz, Fl. 12, New York, NY 10004-1932 | | | 20.62 | % 10004-1965 | Class A
| National Financial Services LLC, 245 Summer Street, Boston, MA 02210 | | National Financial Services LLC, FEBO Customers Mutual Funds, Attn: Mutual Funds Department,Funder Dept 4th Floor,Fl., 499 Washington Blvd., Jersey City, NJ 07310-1995 | | | 5.87 | % | Class C
| | GS Funds Audit Account, Attn: Media Support, 71 S. Wacker Drive, Chicago, IL, 60606-4637 | | | 48.18 | % |
D-1
Goldman Sachs Multi-Manager Non-Core Fixed Income Fund
| | | | | | | Class
| | Name/Address
| | Percentage
of Class | | Class R6
| | Motorola Solutions Retirement Trust, 2000 Progress Parkway, Schaumburg, IL 60196-4000 | | | 18.76 | % Nationwide Investment Services, C/O IPO Portfolio Accounting, PO Box 182029, Columbus, OH 43218-2029 | Class R6
| | Sprint Master Trust, 6200 Sprint Parkway, Overland Park, KS 66251-6117 | | | 11.42 | % | Class R6
| | Farm Credit Foundations Retirement Group Trust, Agribank District Retirement Plan, 30 7th Street E., Suite 3000, Saint Paul, MN 55101-4966 | | | 9.10 | % | Class R6
| | Christian School Pension Trust Fund, 2969 Prairie Street SW, Suite 102, Grandville, MI 49418-2008 | | | 8.66 | % | Class R6
| | Discover Financial, Services Pension Plan, 2500 Lake Cook Road, Riverwoods, IL 60015-3851 | | | 5.96 | % | Class R6
| | Whirlpool Corp. and Subsidiary, Employees Retirement Trust, 2000 N M 63, Benton Harbor, MI 49022-2692 | | | 5.89 | % | Class R6
| | Huntsman, Woodloch Forest Drive, Spring, TX 77380 | | | 5.25 | % |
Goldman Sachs Multi-Manager Global Equity Fund
| | | | | | | Class
| | Name/Address
| | Percentage
of Class | | Class R6
| | Motorola Solutions Retirement Trust, 2000 Progress Parkway, Schaumburg, IL 60196-4000 | | | 47.91 | % Ohio National Life Insurance, Co., 1 Financial Way, Cincinnati, OH 45242-5800 | Class R6
| | Discover Financial, Services Pension Plan, 2500 Lake Cook Road, Riverwoods, IL 60015-3851 | | | 11.74 | % | Class R6
| | Chick-Fil-A Inc., Amended and Restated Defined, Benefit Pension Plan Trust, 5200 Buffington Road, Atlanta, GA 30349-2945 | | | 8.97 | % | Class R6
| | Valvoline LLC, Defined Benefit Trust, 100 Valvoline Way, Lexington, KY 40509-2714 | | | 8.86 | % | Class R6
| | Christian School Pension Trust Fund, 2969 Prairie Street SW, Suite 102, Grandville, MI 49418-2008 | | | 7.65 | % | Class R6
| | Deloitte LLP – Rabbi Trust, 4022 Sells Drive, Hermitage, TN 73076-2903 | | | 5.39 | % |
Goldman Sachs Multi-Manager Real Assets Strategy Fund
| | | | | | | Class
| | Name/Address
| | Percentage
of Class | | Class R6
| | Motorola Solutions Retirement Trust, 2000 Progress Parkway, Schaumburg, IL 60196-4000 | | | 20.38 | % | Class R6
| | Pension Plan for Canadian Employees of Magna, International Inc. GPS Outsourcing, 337 Magna Drive, Aurora, Ontario L4G7K1, Canada | | | 12.77 | % | Class R6
| | KPMG Pension Plan, 3 Chestnut Ridge Road, Montvale, NJ 07645-1842 | | | 10.84 | % | Class R6
| | Christian School Pension Trust Fund, 2969 Prairie Street SW, Suite 102, Grandville, MI 49418-2008 | | | 8.76 | % | Class R6
| | Sprint Master Trust, 6200 Sprint Parkway, Overland Park, KS 66251-6117 | | | 7.51 | % | Class R6
| | Farm Credit Foundations Retirement Group Trust, Agribank District Retirement Plan, 30 7th Street E., Suite 3000, Saint Paul, MN 55101-4966 | | | 7.00 | % | Class R6
| | Whirlpool Corp. and Subsidiary, Employees Retirement Trust, 2000 N M 63, Benton Harbor, MI 49022-2692 | | | 5.00 | % |
D-2
Multi-Manager International Equity Fund
| | | | | | | Class
| | Name/Address
| | Percentage
of Class | | Class P
| | GS Funds Audit Account, Attn: Media Support, 71 S. Wacker Drive, Chicago, IL, 60606-4637 | | | 100 | % |
Multi-Manager U.S. Small Cap Equity Fund
| | | | | | | Class
| | Name/Address
| | Percentage
of Class | | Class P
| | GS Funds Audit Account, Attn: Media Support, 71 S. Wacker Drive, Chicago, IL, 60606-4637 | | | 100 | % |
Goldman Sachs Target Date Retirement Portfolio
| | | | | | | Class
| | Name/Address
| | Percentage
of Class | | Class R6
| | Goldman Sachs Seed Account, Attn: IMD-India-SAOS, Helios Business Park, 150 Outer Ring Road, Kadubeesanahalli, Bengaluru, 560 103, India | | | 82.66 | % | Class R6
| | Matrix Trust Company Custo., FBO America First Federal Credit, 717 17th Street, Suite 1300, Denver, CO 80202-3304 | | | 9.73 | % |
Goldman Sachs Target Date 2025 Portfolio
| | | | | | | Class
| | Name/Address
| | Percentage
of Class | | Class A
| | GSAM HoldingsPershing LLC, Seed Account, Attn: IMD-India-SAOS, Helios Business Park, 150 Outer Ring Road, Kadubeesanahalli, Bengaluru, 560 103, India | | | 85.02 | % | Class A
| | National Financial Services LLC, For the Exclusive Benefit of Our Customers, Attn: Mutual Funds Department, 4th Floor, 499 Washington Blvd.1 Pershing Plz., Jersey City, NJ 07310-1995 | | | 10.79 | % |
Goldman Sachs Target Date 2030 Portfolio
| | | | | | 07399 | Class
| | Name/Address
| | Percentage
of Class | | Class A
| | National Financial ServicesPershing LLC, FEBOFBO Customers, Attn: Mutual Funds Department, 4th Floor, 499 Washington Blvd.1 Pershing Plz., Jersey City, NJ 07310-1995 | | | 6.61 | % 07399 | Investor
| Pershing LLC, PO Box 2052, Jersey City, NJ 07303-2052 | | Principal Securities Inc., DCGT as TTEE and/or CUST, FBO PLIC Various Retirement Plans Omnibus, Attn: NPIO Trade Desk, 711 High St., Des Moines, IA 50392-0001 | | Protective Life Insurance, Co., Protective Var Annuity Sep Account, Attn: annuity Operational Accounting, 2801 Highway 280 S., Birmingham, Al 35223-2479 | | Raymond James, 880 Carillon Parkway, St. Petersburg, FL 33716 | | Raymond James, 92500015, Omnibus for Mutual Funds, Attn: Courtney Waller, 880 Carillon Parkway, St. Petersburg, FL 33716-1102 | | RBC Capital Markets Corporation, Mutual Business Omnibus Processing, Attn: Mutual Fund Ops Manager, 60 S 6th St., Ste. 700 # P08, Minneapolis, MN 55402-4413 | | SEI Private Trust Company, 1 Freedom Vally Dr., Oaks, PA 19456-9989 | | State Street Bank & Trust Co., One Lincoln Street, Boston, MA 02111 | | State Street Bank and TR TTEE/CUST,Cust, FBO ADP Access Product, 1 Lincoln Street,St., Boston, MA 02111-2900 | | | 16.08 | % 02111-2901 | Class R6
| | Goldman Sachs Seed Account, Attn: IMD-India-SAOS, Helios Business Park, 150 Outer Ring Road, Kadubeesanahalli, Bengaluru, 560 103, India | | | 52.64 | % | Class R6
| | Matrix Trust Company Cust., FBO America First Federal Credit, 717 17th Street, Suite 1300, Denver, CO 80202-3304 | | | 7.91 | % |
Goldman Sachs Target Date 2035 Portfolio
| | | | | | | Class
| | Name/Address
| | Percentage
of Class | | Class A
| | GSAM Holdings LLC Seed Account, Attn: IMD-India-SAOS, Helios Business Park, 150 Outer Ring Road, Kadubeesanahalli, Bengaluru, 560 103, India | | | 91.92 | % |
D-3
Goldman Sachs Target Date 2040 Portfolio
| | | | | | Stifel Nicolaus & Co., Exclusive Benefit of Customers, 501 N. Broadway, St. Louis, MO 63102-2188 | Class
| | Name/Address
| | Percentage
of Class | | Class R6
| | Goldman Sachs Seed Account, Attn: IMD-India-SAOS, Helios Business Park, 150 Outer Ring Road, Kadubeesanahalli, Bengaluru, 560 103, India | | | 87.00 | % |
Goldman Sachs Target Date 2045 Portfolio
| | | | | | TCA Trustcorp America, 5301 Washington Ave NW, Ste. 450, Washington, DC 20015-2047 | Class
| | Name/Address
| | Percentage
of Class | | Class A
| | GSAM Holdings LLC Seed Account, Attn: IMD-India-SAOS, Helios Business Park, 150 Outer Ring Road, Kadubeesanahalli, Bengaluru, 560 103, India | | | 84.75 | % |
Goldman Sachs Target Date 2050 Portfolio
| | | | | | TD Ameritrade, 200 S 108th Avenue, Omaha, NE 68154 | Class
| | Name/Address
| | Percentage
of Class | | Class R6
| | Goldman Sachs Seed Account, Attn: IMD-India-SAOS, Helios Business Park, 150 Outer Ring Road, Kadubeesanahalli, Bengaluru, 560 103, India | | | 87.37 | % |
Goldman Sachs Target Date 2055 Portfolio
| | | | | | TD Ameritrade Clearing Inc., TD Ameritrade Inc. FBO our clients, PO Box 2226, Omaha, NE 68103-2226 | Class
| | Name/Address
| | Percentage
of Class | | Class A
| | GSAM Holdings LLC Seed Account, Attn: IMD-India-SAOS, Helios Business Park, 150 Outer Ring Road, Kadubeesanahalli, Bengaluru, 560 103, India | | | 89.41 | % |
Goldman Sachs Target Date 2060 Portfolio
| | | | | | The Bank of New York Mellon, 240 Greenwich St., 13 Fl East, New York, NY 10286 | Class
| | Name/Address
| | Percentage
of Class | | Class A
| | GSAM Holdings LLC SeedThe Hartford Life Insurance Company, Separate Account 401, Attn: IMD-India-SAOS, Helios Business Park, 150 Outer Ring Road, Kadubeesanahalli, Bengaluru, 560 103, India | | | 97.54 | % |
Goldman Sachs ETF Trust
Goldman Sachs ActiveBeta® Emerging Markets Equity ETF
| | | | David Broeck, 1 Griffin Rd., Windsor, CT 06095-1515 | Name/Address
| | Percentage
of Class | | UBS WM USA, 0O0 11011 6100, Omni Account M/F, Spec Cdy A/C EBOC UBSFSI, 1000 Harbor Blvd., Weehawken, NJ 07086-6761 | | Voya Financial Partners LLC, Voya Retirement Insurance & Annuity Company, 1 Orange Way, Windsor, CT 06095-4773 | | Wells Fargo Bank NA, Account FEBO Customers, Attn: Money Funds, 1525 W WT Harris Blvd., MSC D1109-010, Charlotte, NC 28288-1076 | | Wells Fargo Clearing Services, LLC, 1 North Jefferson Ave., St. Louis, MO 63103 | | | 15.01 | % | Charles Schwab, 101 Montgomery Street, San Francisco, CA 94104
| | | 12.59 | % | Fifth Third Bank, NA, 38 Fountain Square Plaza, Cincinnati, OH 45263
| | | 8.22 | % | State Street Bank & Co., One Lincoln Street, Boston, MA 02111
| | | 7.51 | % | National Financial Services LLC, 200 Liberty Street, New York, NY 10281
| | | 6.71 | % |
D-4
Goldman Sachs ActiveBeta® Europe Equity ETF
| | | | | Name/Address
| | Percentage
of Class | | Morgan Stanley Smith Barney LLC, 1 Harborside Financial Center, Plaza II, Jersey City, NJ 07311
| | | 26.87 | % | Fifth Third Bank, NA, 38 Fountain Square Plaza, Cincinnati, OH 45263
| | | 15.45 | % | LPL Financial Corporation, LPL Financial, 4707 Executive Drive, San Francisco, CA 92121-3091
| | | 14.86 | % | Goldman Sachs & Co. LLC., 200 West Street, New York, NY 10282
| | | 8.76 | % | TD Ameritrade, 200 S 108th Avenue, Omaha, NE 68154
| | | 6.20 | % | Charles Schwab, 101 Montgomery Street, San Francisco, CA 94104
| | | 6.09 | % | National Financial Services LLC, 200 Liberty Street, New York, NY 10281
| | | 5.44 | % |
Goldman Sachs ActiveBeta® International Equity ETF
| | | | | Name/Address
| | Percentage
of Class | | Charles Schwab, 101 Montgomery Street, San Francisco, CA 94104
| | | 15.05 | % | Wells Fargo Clearing Services, LLC, 1 North Jefferson Ave.Special Custody Acct for the Exclusive Benefit of Customer, 2801 Market St., St. Louis, MO 63103 | | | 12.84 | % | National Financial Services LLC, 200 Liberty Street, New York, NY 10281
| | | 11.11 | % | Wells Fargo Bank, N.A., 550 S. 4th Street, Minneapolis, MN 55415-1529
| | | 8.64 | % | LPL Financial Corporation, LPL Financial, 4707 Executive Drive, San Francisco, CA 92121-3091
| | | 7.26 | % | Apex Clearing Corporation, 350 North St. Paul Street, Suite 1300, Dallas, TX 75201
| | | 6.33 | % | State Street Bank & Trust Co., One Lincoln Street, Boston, MA 02111
| | | 5.69 | % 63103-2523 |
D-2
Goldman Sachs ActiveBeta® Japan Equity ETF Trust | | | | | Name/Address
| | Percentage
of Class | | JP Morgan Securities, LLC, 383 Madison Ave., New York, NY 10179
| | | 35.50 | % | Morgan Stanley Smith Barney LLC, 1 Harborside Financial Center, Plaza II, Jersey City, NJ 07311
| | | 19.26 | % | Charles Schwab, 101 Montgomery Street, San Francisco, CA 94104
| | | 13.78 | % | TD Ameritrade, 200 S 108th Avenue, Omaha, NE 68154
| | | 7.87 | % |
Goldman Sachs ActiveBeta® U.S. Large Cap Equity ETF
| | | | | | | | | Fund Name | | Name/Address* | | Number of Shares | | | Percentage of Class | Goldman Sachs Access Emerging Markets USD Bond ETF | | LPL Financial LLC | | | 455,156 | | | 36.41% | | Apex Clearing Corporation | | | 246,839 | | | 19.75% | | National Financial Services LLC | | | 142,581 | | | 11.41% | | Pershing LLC | | | 135,736 | | | 10.86% | | TD Ameritrade | | | 86,170 | | | 6.89% | Goldman Sachs Access High Yield Corporate Bond ETF | | National Financial Services LLC | | | 473,662 | | | 21.05% | | Goldman Sachs & Co. LLC | | | 400,062 | | | 17.78% | | Raymond James | | | 238,995 | | | 10.62% | | Charles Schwab & Co., Inc. | | | 213,376 | | | 9.48% | | Apex Clearing Corporation | | | 161,774 | | | 7.19% | | TD Ameritrade | | | 137,414 | | | 6.11% | | Pershing LLC | | | 118,555 | | | 5.27% | Goldman Sachs Access Inflation Protected USD Bond ETF | | LPL Financial LLC | | | 379,804 | | | 16.69% | | National Financial Services LLC | | | 341,687 | | | 15.02% | | Raymond James | | | 264,670 | | | 11.63% | | Charles Schwab & Co., Inc. | | | 225,827 | | | 9.93% | | Pershing LLC | | | 162,165 | | | 7.13% | | TD Ameritrade | | | 158,205 | | | 6.95% | | The Bank of New York Mellon | | | 154,997 | | | 6.81% | | Merrill Lynch, Pierce, Fenner & Smith, Inc. | | | 119,043 | | | 5.23% | Goldman Sachs Access Investment Grade Corporate 1-5 Year Bond ETF | | LPL Financial LLC | | | 94,847 | | | 47.42% | | Merrill Lynch, Pierce, Fenner & Smith, Inc. | | | 23,475 | | | 11.74% | | JP Morgan Securities, LLC | | | 21,123 | | | 10.56% | | Reliance Trust Company, 1100 Abernathy Road NE Ste 400, Atlanta, GA 30328-5634 | | | 19,960 | | | 9.98% | Goldman Sachs Access Investment Grade Corporate Bond ETF | | State Street Bank & Trust Co. | | | 3,147,610 | | | 22.64% | | Reliance Trust Company/FIS Global Plus, 20117th Street NW Ste 1000, Atlanta, GS 30363 | | | 1,804,658 | | | 12.98% | | National Financial Services LLC | | | 1,694,917 | | | 12.19% | | Pershing LLC | | | 1,381,523 | | | 9.94% | | TD Ameritrade | | | 1,272,656 | | | 9.16% | | Charles Schwab & Co., Inc. | | | 1,038,893 | | | 7.47% | | The Bank of New York Mellon | | | 739,694 | | | 5.32% | Goldman Sachs Access Treasury 0-1 Year ETF | | Charles Schwab & Co., Inc. | | | 8,045,742 | | | 14.76% | | Morgan Stanley Smith Barney LLC | | | 6,880,945 | | | 12.62% | | Apex Clearing Corporation | | | 5,404,902 | | | 9.91% | | National Financial Services LLC | | | 5,309,185 | | | 9.74% | | TD Ameritrade | | | 4,241,353 | | | 7.78% | | Merrill Lynch, Pierce, Fenner & Smith, Inc. | | | 4,240,361 | | | 7.78% | | Wells Fargo Clearing Services, LLC | | | 3,959,770 | | | 7.26% |
| | | | | Name/Address
| | Percentage
of Class | | Pershing LLC, One Pershing Plaza, Jersey City, NJ 07399
| | | 19.97 | % | Wells Fargo Clearing Services, LLC, 1 North Jefferson Ave., St. Louis, MO 63103
| | | 15.75 | % | Charles Schwab, 101 Montgomery Street, San Francisco, CA 94104
| | | 9.54 | % | State Street Bank & Trust Co., One Lincoln Street, Boston, MA 02111
| | | 6.16 | % | National Financial Services LLC, 200 Liberty Street, New York, NY 10281
| | | 5.82 | % | Wells Fargo Bank, N.A., 550 S. 4th Street, Minneapolis, MN 55415-1529
| | | 5.20 | % | Morgan Stanley Smith Barney LLC, 1 Harborside Financial Center, Plaza II, Jersey City, NJ 07311
| | | 5.17 | % |
D-3
| | | | | | | | | Fund Name | | Name/Address* | | Number of Shares | | | Percentage of Class | Goldman Sachs Access U.S. Aggregate Bond ETF | | LPL Financial LLC | | | 4,823,495 | | | 40.88% | | National Financial Services LLC | | | 1,576,724 | | | 13.36% | | Pershing LLC | | | 1,382,063 | | | 11.71% | | TD Ameritrade | | | 781,781 | | | 6.63% | | Charles Schwab & Co., Inc. | | | 734,922 | | | 6.23% | | Apex Clearing Corporation | | | 713,813 | | | 6.05% | Goldman Sachs Access Ultra Short Bond ETF | | Charles Schwab & Co., Inc. | | | 2,749,086 | | | 23.75% | | Goldman Sachs & Co. LLC | | | 2,651,018 | | | 22.90% | | TD Ameritrade | | | 1,798,048 | | | 15.53% | | Morgan Stanley Smith Barney LLC | | | 951,654 | | | 8.22% | | Pershing LLC | | | 861,049 | | | 7.44% | | Wells Fargo Clearing Services, LLC | | | 707,803 | | | 6.11% | | National Financial Services LLC | | | 672,227 | | | 5.81% | Goldman Sachs ActiveBeta® Emerging Markets Equity ETF | | Wells Fargo Clearing Services, LLC | | | 5,649,510 | | | 17.25% | | Charles Schwab & Co., Inc. | | | 4,357,728 | | | 13.31% | | State Street Bank & Trust Co. | | | 2,840,377 | | | 8.67% | | Raymond James | | | 2,232,015 | | | 6.82% | | LPL Financial LLC | | | 2,106,182 | | | 6.43% | | National Financial Services LLC | | | 2,021,699 | | | 6.17% | Goldman Sachs ActiveBeta® Europe Equity ETF | | LPL Financial LLC | | | 78,642 | | | 22.47% | | Morgan Stanley Smith Barney LLC | | | 59,013 | | | 16.86% | | Goldman Sachs & Co. LLC | | | 44,718 | | | 12.78% | | Charles Schwab & Co., Inc. | | | 34,836 | | | 9.95% | | JP Morgan Securities, LLC | | | 32,905 | | | 9.40% | | TD Ameritrade | | | 18,251 | | | 5.21% | Goldman Sachs ActiveBeta® International Equity ETF | | Charles Schwab & Co., Inc. | | | 19,011,684 | | | 18.62% | | Wells Fargo Clearing Services, LLC | | | 12,964,623 | | | 12.70% | | Wells Fargo Bank, N.A., 420 Montgomery Street, San Francisco, CA 94104 | | | 10,784,766 | | | 10.56% | | National Financial Services LLC | | | 10,632,859 | | | 10.41% | | LPL Financial LLC | | | 6,721,587 | | | 6.58% | | Apex Clearing Corporation | | | 6,480,353 | | | 6.35% | | Pershing LLC | | | 6,473,634 | | | 6.34% | | TD Ameritrade | | | 6,115,678 | | | 5.99% | Goldman Sachs ActiveBeta® Japan Equity ETF | | JP Morgan Securities, LLC | | | 139,043 | | | 34.76% | | Charles Schwab & Co., Inc. | | | 66,939 | | | 16.73% | | National Financial Services LLC | | | 31,403 | | | 7.85% | | TD Ameritrade | | | 25,808 | | | 6.45% | | Pershing LLC | | | 21,762 | | | 5.44% | Goldman Sachs ActiveBeta® Paris-Aligned Climate U.S. Large Cap Equity ETF | | Goldman Sachs & Co. LLC | | | 194,688 | | | 97.34% | Goldman Sachs ActiveBeta® U.S. Large Cap Equity ETF | | Wells Fargo Clearing Services, LLC | | | 26,734,992 | | | 20.66% | | Charles Schwab & Co., Inc. | | | 16,698,251 | | | 12.90% |
D-4
| | | | | | | | | Fund Name | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Pershing LLC | | | 15,026,277 | | | 11.61% | | National Financial Services LLC | | | 8,954,187 | | | 6.92% | | Wells Fargo Bank, N.A., 420 Montgomery Street, San Francisco, CA 94104 | | | 8,111,561 | | | 6.27% | | State Street Bank & Trust Co. | | | 7,744,910 | | | 5.99% | | Morgan Stanley Smith Barney LLC | | | 6,513,307 | | | 5.03% | Goldman Sachs ActiveBeta® U.S. Small Cap Equity ETF | | Charles Schwab & Co., Inc. | | | 1,736,033 | | | 21.57% | | National Financial Services LLC | | | 1,052,764 | | | 13.08% | | Apex Clearing Corporation | | | 1,011,198 | | | 12.56% | | LPL Financial LLC | | | 746,109 | | | 9.27% | | TD Ameritrade | | | 559,439 | | | 6.95% | | Raymond James | | | 541,423 | | | 6.73% | | Fifth Third Bank, N.A., 38 Fountain Square Plaza, Cincinnati, OH 45263 | | | 537,028 | | | 6.67% | | Pershing LLC | | | 493,132 | | | 6.13% | Goldman Sachs ActiveBeta® World Low Vol Plus Equity ETF | | CDS Clearing and Depository Services Inc., 100 Adelaide St W, Toronto, ON M5H 1S3 | | | 15,830,716 | | | 90.98% | Goldman Sachs Bloomberg Clean Energy Equity ETF | | Goldman Sachs & Co. LLC | | | 163,675 | | | 65.47% | | JP Morgan Securities, LLC | | | 41,140 | | | 16.46% | | Charles Schwab & Co., Inc. | | | 12,724 | | | 5.09% | | Vanguard Marketing Corporation, 100 Vanguard Blvd., Malvern, PA 19355 | | | 12,492 | | | 5.00% | Goldman Sachs Equal Weight U.S. Large Cap Equity ETF | | Charles Schwab & Co., Inc. | | | 2,659,293 | | | 35.94% | | National Financial Services LLC | | | 1,373,362 | | | 18.56% | | Morgan Stanley Smith Barney LLC | | | 525,431 | | | 7.10% | | Raymond James | | | 484,680 | | | 6.55% | Goldman Sachs Hedge Fund Industry VIP ETF | | Merrill Lynch, Pierce, Fenner & Smith, Inc. | | | 200,111 | | | 12.51% | | Charles Schwab & Co., Inc. | | | 197,417 | | | 12.34% | | National Financial Services LLC | | | 195,680 | | | 12.23% | | TD Ameritrade | | | 173,975 | | | 10.87% | | Citibank, 390 Greenwich St, New York, NY 10013 | | | 165,403 | | | 10.34% | | Morgan Stanley Smith Barney LLC | | | 143,351 | | | 8.96% | | Goldman Sachs & Co. LLC | | | 94,977 | | | 5.94% | Goldman Sachs Innovate Equity ETF | | Goldman Sachs & Co. LLC | | | 2,529,578 | | | 36.66% | | Northern Trust Corporation, 50 S La Salle Street, Chicago, IL 60603 | | | 1,528,043 | | | 22.15% | | Charles Schwab & Co., Inc. | | | 660,558 | | | 9.57% | | TD Ameritrade | | | 627,063 | | | 9.09% | | National Financial Services LLC | | | 559,323 | | | 8.11% | Goldman Sachs JUST U.S. Large Cap Equity ETF | | Charles Schwab & Co., Inc. | | | 1,030,667 | | | 23.69% | | Goldman Sachs & Co. LLC | | | 1,022,248 | | | 23.50% | | | National Financial Services LLC | | | 511,136 | | | 11.75% | | Pershing LLC | | | 296,166 | | | 6.81% |
D-5
Goldman Sachs ActiveBeta® U.S. Small Cap Equity ETF
| | | | | Name/Address
| | Percentage
of Class | | Charles Schwab, 101 Montgomery Street, San Francisco, CA 94104
| | | 17.05 | % | LPL Financial Corporation, LPL Financial, 4707 Executive Drive, San Francisco, CA 92121-3091
| | | 13.99 | % | TD Ameritrade, 200 S 108th Avenue, Omaha, NE 68154
| | | 13.49 | % | National Financial Services LLC, 200 Liberty Street, New York, NY 10281
| | | 12.18 | % | Apex Clearing Corporation, 350 North St. Paul Street, Suite 1300, Dallas, TX 75201
| | | 10.11 | % | Merrill Lynch, Pierce, Fenner & Smith, Inc., 101 Hudson Street, Jersey City, NJ 07302-3997
| | | 7.32 | % | Fifth Third Bank, NA, 38 Fountain Square Plaza, Cincinnati, OH 45263
| | | 7.01 | % | Pershing LLC, One Pershing Plaza, Jersey City, NJ 07399
| | | 5.36 | % |
Goldman Sachs Equal Weight U.S. Large Cap Equity ETF
| | | | | Name/Address
| | Percentage
of Class | | Charles Schwab, 101 Montgomery Street, San Francisco, CA 94104
| | | 30.98 | % | National Financial Services LLC, 200 Liberty Street, New York, NY 10281
| | | 17.34 | % | LPL Financial Corporation, LPL Financial, 4707 Executive Drive, San Francisco, CA 92121-3091
| | | 9.00 | % | Morgan Stanley Smith Barney LLC, 1 Harborside Financial Center, Plaza II, Jersey City, NJ 07311
| | | 8.77 | % | AEIS Inc., 801 Montrose Avenue, South Plainfield, NJ 07080-1803
| | | 8.17 | % | Pershing LLC, One Pershing Plaza, Jersey City, NJ 07399
| | | 6.17 | % | TD Ameritrade, 200 S 108th Avenue, Omaha, NE 68154
| | | 5.77 | % |
Goldman Sachs Hedge Fund Industry VIP ETF
| | | | | Name/Address
| | Percentage
of Class | | TD Ameritrade, 200 S 108th Avenue, Omaha, NE 68154
| | | 12.58 | % | National Financial Services LLC, 200 Liberty Street, New York, NY 10281
| | | 11.53 | % | Merrill Lynch, Pierce, Fenner & Smith, Inc., 101 Hudson Street, Jersey City, NJ 07302-3997
| | | 8.95 | % | Citibank, 388 Greenwich Street, New York, NY 10013
| | | 8.61 | % | Charles Schwab, 101 Montgomery Street, San Francisco, CA 94104
| | | 8.20 | % | Morgan Stanley Smith Barney LLC, 1 Harborside Financial Center, Plaza II, Jersey City, NJ 07311
| | | 7.50 | % | Goldman Sachs & Co. LLC., 200 West Street, New York, NY 10282
| | | 6.65 | % | LPL Financial Corporation, LPL Financial, 4707 Executive Drive, San Francisco, CA 92121-3091
| | | 5.48 | % | UBS Financial Services Inc., 1000 Harbor Blvd, Weehawken, NJ 07086-6727
| | | 5.33 | % |
Goldman Sachs JUST U.S. Large Cap Equity ETF
| | | | | Name/Address
| | Percentage
of Class | | Goldman Sachs & Co. LLC., 200 West Street, New York, NY 10282
| | | 27.72 | % | Charles Schwab, 101 Montgomery Street, San Francisco, CA 94104
| | | 21.60 | % | National Financial Services LLC, 200 Liberty Street, New York, NY 10281
| | | 9.25 | % | Morgan Stanley Smith Barney LLC, 1 Harborside Financial Center, Plaza II, Jersey City, NJ 07311
| | | 7.32 | % | Pershing LLC, One Pershing Plaza, Jersey City, NJ 07399
| | | 5.62 | % | Merrill Lynch, Pierce, Fenner & Smith, Inc., 101 Hudson Street, Jersey City, NJ 07302-3997
| | | 5.25 | % |
Goldman Sachs Innovate Equity ETF
| | | | | Name/Address
| | Percentage
of Class | | Goldman Sachs & Co. LLC., 200 West Street, New York, NY 10282
| | | 46.58 | % |
| | | | | | | | | Fund Name | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Morgan Stanley Smith Barney LLC | | | 289,815 | | | 6.66% | | Merrill Lynch, Pierce, Fenner & Smith, Inc. | | | 253,760 | | | 5.83% | Goldman Sachs Future Consumer Equity ETF | | The Bank of New York Mellon | | | 3,487,998 | | | 60.93% | | TD Ameritrade | | | 1,677,920 | | | 29.31% | | Goldman Sachs & Co. LLC | | | 443,807 | | | 7.75% | Goldman Sachs Future Health Care Equity ETF | | The Bank of New York Mellon | | | 2,619,332 | | | 75.92% | | Goldman Sachs & Co. LLC | | | 638,953 | | | 18.52% | Goldman Sachs Future Planet Equity ETF | | The Bank of New York Mellon | | | 3,175,907 | | | 67.21% | | Goldman Sachs & Co. LLC | | | 894,536 | | | 18.93% | | SEI Private Trust Company, One Freedom Valley Drive, Oaks, PA 19456-9989 | | | 468,172 | | | 9.91% | Goldman Sachs Future Real Estate and Infrastructure Equity ETF | | Goldman Sachs & Co. LLC | | | 571,253 | | | 78.79% | | National Financial Services LLC | | | 44,770 | | | 6.18% | | Charles Schwab & Co., Inc. | | | 43,112 | | | 5.95% | Goldman Sachs Future Tech Leaders Equity ETF | | The Bank of New York Mellon | | | 3,951,118 | | | 38.74% | | Goldman Sachs & Co. LLC | | | 2,844,241 | | | 27.88% | | National Financial Services LLC | | | 693,886 | | | 6.80% | | Charles Schwab & Co., Inc. | | | 596,312 | | | 5.85% | Goldman Sachs MarketBetaTM Emerging Markets Equity ETF | | State Street Bank & Trust Co. | | | 585,460 | | | 90.07% | | JP Morgan Securities, LLC | | | 51,072 | | | 7.86% | Goldman Sachs MarketBetaTM International Equity ETF | | State Street Bank & Trust Co. | | | 7,626,873 | | | 89.73% | | The Bank of New York Mellon | | | 548,549 | | | 6.45% | Goldman Sachs MarketBetaTM U.S. Equity ETF | | State Street Bank & Trust Co. | | | 6,147,629 | | | 38.54% | | LPL Financial LLC | | | 3,899,458 | | | 24.45% | | National Financial Services LLC | | | 1,187,056 | | | 7.44% | | The Bank of New York Mellon | | | 1,093,126 | | | 6.85% | | Pershing LLC | | | 1,082,499 | | | 6.79% | Goldman Sachs Community Municipal Bond ETF | | JP Morgan Securities, LLC | | | 181,547 | | | 45.39% | | Goldman Sachs & Co. LLC | | | 100,147 | | | 25.04% | | BOFA Securities, Inc., 200 N College Street, 3rd Fl North, Charlotte, NC 28202 | | | 97,289 | | | 24.32% | Goldman Sachs Defensive Equity ETF | | BOFA Securities, Inc., 200 N College Street, 3rd Fl North, Charlotte, NC 28202 | | | 16,568 | | | 43.84% | | Pershing LLC | | | 12,332 | | | 32.63% | | National Financial Services LLC | | | 3,965 | | | 10.49% | | Goldman Sachs & Co. LLC | | | 3,443 | | | 9.11% | Goldman Sachs North American Pipelines & Power Equity ETF | | Virtu Americas LLC, 1 Liberty Plaza , New York, NY 10006 | | | 100,590 | | | 50.30% | | Citigroup Global Markets Inc., 390 Greenwich St, New York, NY 10013 | | | 50,000 | | | 25.00% | | RBC Capital Markets, 200 Vesey St., FL 9, New York, NY 10281 | | | 48,900 | | | 24.45% |
D-6
| | | | | Name/Address
| | Percentage
of Class | | Northern Trust Corporation, 50 S La Salle Street, Chicago, IL 60603
| | | 19.59 | % | Charles Schwab, 101 Montgomery Street, San Francisco, CA 94104
| | | 6.13 | % | Merrill Lynch, Pierce, Fenner & Smith, Inc., 101 Hudson Street, Jersey City, NJ 07302-3997
| | | 6.05 | % |
Goldman Sachs Access High Yield Corporate Bond ETF
| | | | | Name/Address
| | Percentage
of Class | | State Street Bank & Trust Co., One Lincoln Street, Boston, MA 02111
| | | 29.86 | % | LPL Financial Corporation, LPL Financial, 4707 Executive Drive, San Francisco, CA 92121-3091
| | | 13.34 | % | Goldman Sachs & Co. LLC., 200 West Street, New York, NY 10282
| | | 11.19 | % | Charles Schwab, 101 Montgomery Street, San Francisco, CA 94104
| | | 6.48 | % | National Financial Services LLC, 200 Liberty Street, New York, NY 10281
| | | 6.42 | % | TD Ameritrade, 200 S 108th Avenue, Omaha, NE 68154
| | | 6.05 | % | Apex Clearing Corporation, 350 North St. Paul Street, Suite 1300, Dallas, TX 75201
| | | 5.08 | % |
Goldman Sachs Access Inflation Protected USD Bond ETF
| | | | | Name/Address
| | Percentage
of Class | | LPL Financial Corporation, LPL Financial, 4707 Executive Drive, San Francisco, CA 92121-3091
| | | 30.01 | % | National Financial Services LLC, 200 Liberty Street, New York, NY 10281
| | | 16.55 | % | Charles Schwab, 101 Montgomery Street, San Francisco, CA 94104
| | | 8.29 | % | TD Ameritrade, 200 S 108th Avenue, Omaha, NE 68154
| | | 7.39 | % | Pershing LLC, One Pershing Plaza, Jersey City, NJ 07399
| | | 6.00 | % | E*Trade, 671 North Glebe Road Ballston, Tower Arlington, VA 22203
| | | 5.92 | % |
Goldman Sachs Access Investment Grade Corporate 1-5 Year Bond ETF
| | | | | Name/Address
| | Percentage
of Class | | State Street Bank & Trust Co., One Lincoln Street, Boston, MA 02111
| | | 63.19 | % | Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013
| | | 18.18 | % | JP Morgan Securities, LLC, 383 Madison Ave., New York, NY 10179
| | | 10.48 | % |
Goldman Sachs Access Investment Grade Corporate Bond ETF
| | | | | Name/Address
| | Percentage
of Class | | State Street Bank & Trust Co., One Lincoln Street, Boston, MA 02111
| | | 17.98 | % | Pershing LLC, One Pershing Plaza, Jersey City, NJ 07399
| | | 12.04 | % | Reliance Trust Company, 1100 Abernathy Road NE Ste 400, Atlanta, GA 30328-5634
| | | 10.46 | % | LPL Financial Corporation, LPL Financial, 4707 Executive Drive, San Francisco, CA 92121-3091
| | | 9.47 | % | JP Morgan Securities, LLC, 383 Madison Ave., New York, NY 10179
| | | 9.32 | % | National Financial Services LLC, 200 Liberty Street, New York, NY 10281
| | | 8.20 | % | TD Ameritrade, 200 S 108th Avenue, Omaha, NE 68154
| | | 7.95 | % | Charles Schwab, 101 Montgomery Street, San Francisco, CA 94104
| | | 7.49 | % | Morgan Stanley Smith Barney LLC, 1 Harborside Financial Center, Plaza II, Jersey City, NJ 07311
| | | 5.23 | % |
D-7
Goldman Sachs Access Treasury 0-1 Year ETF
| | | | | Name/Address
| | Percentage
of Class | | Merrill Lynch, Pierce, Fenner & Smith, Inc., 101 Hudson Street, Jersey City, NJ 07302-3997
| | | 17.14 | % | Charles Schwab, 101 Montgomery Street, San Francisco, CA 94104
| | | 10.91 | % | Apex Clearing Corporation, 350 North St. Paul Street, Suite 1300, Dallas, TX 75201
| | | 10.69 | % | Morgan Stanley Smith Barney LLC, 1 Harborside Financial Center, Plaza II, Jersey City, NJ 07311
| | | 10.36 | % | Wells Fargo Clearing Services, LLC, 1 North Jefferson Ave., St. Louis, MO 63103
| | | 7.30 | % | TD Ameritrade, 200 S 108th Avenue, Omaha, NE 68154
| | | 6.22 | % | RBC Capital Markets, LLC, 60 S 6th Street, Minneapolis, MN 55402-4413
| | | 6.19 | % | National Financial Services LLC, 200 Liberty Street, New York, NY 10281
| | | 5.42 | % |
Goldman Sachs Access U.S. Aggregate Bond ETF
| | | | | Name/Address
| | Percentage
of Class | | LPL Financial Corporation, LPL Financial, 4707 Executive Drive, San Francisco, CA 92121-3091
| | | 45.23 | % | E*Trade, 671 North Glebe Road Ballston, Tower Arlington, VA 22203
| | | 9.34 | % | National Financial Services LLC, 200 Liberty Street, New York, NY 10281
| | | 9.13 | % | Pershing LLC, One Pershing Plaza, Jersey City, NJ 07399
| | | 8.65 | % | TD Ameritrade, 200 S 108th Avenue, Omaha, NE 68154
| | | 7.79 | % | Charles Schwab, 101 Montgomery Street, San Francisco, CA 94104
| | | 6.11 | % |
Goldman Sachs Access Ultra Short Bond ETF
| | | | | Name/Address
| | Percentage
of Class | | Charles Schwab, 101 Montgomery Street, San Francisco, CA 94104
| | | 28.06 | % | Goldman Sachs & Co. LLC., 200 West Street, New York, NY 10282
| | | 21.61 | % | Pershing LLC, One Pershing Plaza, Jersey City, NJ 07399
| | | 12.65 | % | National Financial Services LLC, 200 Liberty Street, New York, NY 10281
| | | 9.13 | % | TD Ameritrade, 200 S 108th Avenue, Omaha, NE 68154
| | | 8.21 | % | RBC Capital Markets, LLC, 60 S 6th Street, Minneapolis, MN 55402-4413
| | | 5.27 | % |
Goldman Sachs MarketBetaTM Emerging Markets Equity ETF
| | | | | Name/Address
| | Percentage
of Class | | State Street Bank & Trust Co., One Lincoln Street, Boston, MA 02111
| | | 90.07 | % | JP Morgan Securities, LLC, 383 Madison Ave., New York, NY 10179
| | | 8.81 | % |
Goldman Sachs MarketBetaTM International Equity ETF
| | | | | Name/Address
| | Percentage
of Class | | State Street Bank & Trust Co., One Lincoln Street, Boston, MA 02111
| | | 99.43 | % |
Goldman Sachs MarketBetaTM U.S. Equity ETF
| | | | | Name/Address
| | Percentage
of Class | | State Street Bank & Trust Co., One Lincoln Street, Boston, MA 02111
| | | 79.95 | % | LPL Financial Corporation, LPL Financial, 4707 Executive Drive, San Francisco, CA 92121-3091
| | | 10.38 | % |
D-8
Goldman Sachs Future Planet Equity ETF
| | | | | Name/Address
| | Percentage
of Class | | Goldman Sachs & Co. LLC., 200 West Street, New York, NY 10282
| | | 53.07 | % | SEI, 1 Freedom Valley Drive, Oaks, PA 19456
| | | 27.99 | % | LPL Financial Corporation, LPL Financial, 4707 Executive Drive, San Francisco, CA 92121-3091
| | | 5.96 | % |
Goldman Sachs MLP and Energy Renaissance FundETF Trust II | | | | | Name/Address
| | Percentage
of Class | | First Trust Portfolios L.P., First Trust Advisors L.P., The Charger Corporation, 120 East Liberty Drive, Suite 400, Wheaton, IL 60187
| | | 10.90 | %* |
* | Based on a Schedule 13G/A filed with the SEC on July 8, 2021.
|
| | | | | | | | | Fund Name | | Name/Address* | | Number of Shares | | | Percentage of Class | Goldman Sachs MarketBetaTM Total International Equity ETF | | Goldman Sachs & Co. LLC | | | 6,356,821 | | | 63.98% | | National Financial Services LLC | | | 3,578,594 | | | 36.02% | Goldman Sachs MarketBetaTM U.S. 1000 ETF | | JP Morgan Chase Bank NA, 270 Park Ave., New York, NY | | | 31,183,182 | | | 87.02% | | National Financial Services LLC | | | 4,602,635 | | | 12.84% |
Goldman Sachs Real Estate Diversified Income Fund | | | | | | | Class
| | Name/Address
| | Percentage
of Class | | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | Goldman Sachs Real Estate Diversified Income Fund | | Class A | | LPL Financial | | | 1,215,097 | | | 15.82% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 470,402 | | | 6.13% | | Class C | | LPL Financial | | | 287,631 | | | 6.60% | | Class I | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 3,428,013 | | | 28.13% | | Class I | | LPL Financial | | | 2,358,710 | | | 19.35% | | Class L | | Pershing LLC, Chris J Termini, Janet Termini JT Ten, 188 Bache Ave, Staten Island, NY 10306-3014 | | | 28,889 | | | 5.61% | | Class L | | LPL Financial | | | 61,426 | | | 11.94% | | Class W | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 524,627 | | | 16.22% | | Class W | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 251,573 | | | 7.78% |
Goldman Sachs Trust | | Class A
| | National Financial Services LLC, 499 Washington Blvd., Jersey City, NJ 07310-1995 | | | 26.52 | % | Class A
| | Pershing LLC, PO Box 2052, Jersey City, NJ 07303-2052 | | | 19.51 | % | Class A
| | LPL Financial, Omnibus Customer Account, Attn: Mutual Fund Trading, 4707 Executive Drive, San Diego, CA 92121-3091 | | | 12.57 | % | Class P
| | Goldman Sachs & Co, C/O Mutual Fund Operations, 200 West Street, New York, NY 10282-2198 | | | 8.92 | % |
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | Goldman Sachs Absolute Return Tracker Fund | | Class A | | Charles Schwab & Co. Inc., Special Custody Acct for Benefit of Customers, Attn: Mutual Funds | | | 1,152,879 | | | 25.14% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 1,152,155 | | | 25.12% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 406,159 | | | 8.86% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 361,720 | | | 7.89% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 355,902 | | | 7.76% |
D-7
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class A | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 305,807 | | | 6.67% | | Class A | | American Enterprise Investment SVC | | | 298,174 | | | 6.50% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 194,528 | | | 31.49% | | Class C | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 86,597 | | | 14.02% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 84,250 | | | 13.64% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 70,918 | | | 11.48% | | Class C | | American Enterprise Investment SVC | | | 69,864 | | | 11.31% | | Class C | | LPL Financial | | | 46,903 | | | 7.59% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 83,273,655 | | | 32.65% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 39,430,647 | | | 15.46% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 34,456,067 | | | 13.51% | | Investor | | American Enterprise Investment SVC | | | 32,489,552 | | | 69.18% | | Investor | | LPL Financial | | | 7,930,125 | | | 16.89% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 3,209,101 | | | 6.83% | | Class R | | Hartford Life Insurance Company | | | 36,938 | | | 39.40% | | Class R | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 16,474 | | | 17.57% | | Class R | | GWFS Equities, Inc., Massachusetts Mutual Life Insurance, 1295 State St. MIP M200-INVST, Springfield, MA 01111-0001 | | | 12,607 | | | 13.45% | | Class R | | National Financial Services, LLC, 100 Magellan Way, Covington, KY 41015-1987 | | | 10,649 | | | 11.36% | | Class R | | GWFS Equities, Inc., Empower Trust FBO, 8515 E Orchard Rd. 2T2. Greenwood Vlg., Co 8011-5002 | | | 8,280 | | | 8.83% | | Class R | | GWFS Equities, Inc., Capital Bank & Trust Company TTEE F, 8515 E Orchard Rd., 2T2, Greenwood Vlg., CO 80111-5002 | | | 4,767 | | | 5.08% | | Class R6 | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 53,544,188 | | | 77.66% | | Class R6 | | Saxon & Co., PO Box 94597, Cleveland, OH 44101-4597 | | | 9,844,184 | | | 14.28% |
D-8
| | | | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 23,936,415 | | | | 99.99% | | Goldman Sachs Balanced Strategy Portfolio | | Class A | | Edward D. Jones & Co. | | | 2,800,443 | | | | 34.98% | | | Class A | | State Street Bank and TR TTEE/Cust | | | 604,671 | | | | 7.55% | | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 604,567 | | | | 7.55% | | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 433,342 | | | | 5.41% | | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 55,476 | | | | 18.09% | | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 46,086 | | | | 15.03% | | | Class C | | The O N Equity Sales Co., Acensus Trust Compan, FBO ECM 401(K0/ Profit Sharing Plan 19623, PO Box 10758, Fargo, ND 58106-0758 | | | 37,559 | | | | 12.25% | | | Class C | | LPL Financial | | | 23,400 | | | | 7.63% | | | Class C | | Pershing, LLC | | | 20,457 | | | | 6.67% | | | Class C | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 16,209 | | | | 5.29% | | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 32,025,302 | | | | 98.19% | | | Service | | TCA Trustcorp America | | | 28,754 | | | | 96.04% | | | Investor | | State Street Bank and TR TTEE/Cust | | | 106,950 | | | | 41.06% | | | Investor | | LPL Financial | | | 66,731 | | | | 25.62% | | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 48,822 | | | | 18.75% | | | Investor | | UBS WM USA | | | 25,881 | | | | 9.94% | | | Class R | | The Strategic Financial Alliance, Tapia Quality Products 401(K) Plan & Defined Benefit Plan, 1291 Thurston Ave., Los Altos, CA 94024-6865 | | | 376,386 | | | | 42.26% | | | Class R | | State Street Bank and TR TTEE/Cust | | | 341,194 | | | | 38.31% | | | Class R | | The Strategic Financial Alliance, Joseph H. De Vore TTEE, De Vore Packaging Inc. Defined Benefit Pension Plan, FBO Susan E. De Vore, 1010 Calle Cordillera, Ste. 107, San Clemente, CA 92673-6243 | | | 149,745 | | | | 16.81% | | | Class R6 | | State Street Bank Trustee and/or Cust | | | 59,089 | | | | 29.75% | | | Class R6 | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 56,577 | | | | 28.48% | | | Class R6 | | Reliance Trust Company FBO Mission Tool, PO Box 78446. Atlanta, GA 30357 | | | 35,488 | | | | 17.87% | |
D-9
| | | | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | | Class R6 | | Voya Financial Partners, LLC | | | 18,697 | | | | 9.41% | | | Class R6 | | Devenir LLC, Matrix Trust Company Cust. FBO HAS Bank – HSG, 717 17th St., Suite 1300, Denver, CO. 80202-3304 | | | 18,165 | | | | 9.14% | | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 4,442,536 | | | | 99.98% | | Goldman Sachs Bond Fund | | Class A | | Edward D. Jones & Co. | | | 1,828,593 | | | | 32.97% | | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 958,421 | | | | 17.28% | | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 341,041 | | | | 6.15% | | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 331,442 | | | | 5.98% | | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 72,199 | | | | 21.40% | | | Class C | | American Enterprise Investment SVC | | | 49,862 | | | | 14.78% | | | Class C | | LPL Financial | | | 28,845 | | | | 8.55% | | | Class C | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 28,238 | | | | 8.37% | | | Class C | | Pershing, LLC | | | 28,450 | | | | 8.43% | | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 24,056 | | | | 7.13% | | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 19,639 | | | | 5.82% | | | Class C | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 20,987 | | | | 6.22% | | | Class C | | UBS WM USA | | | 17,413 | | | | 5.16% | | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 2,158,042 | | | | 20.42% | | | Institutional | | Voya Institutional Plan Services LLC, Voya Institutional TR Co as TTEE, Custodian for Core Market Solutions, 30 Braintree Hill Office Park, Braintree, MA 02184 | | | 2,043,022 | | | | 19.33% | | | Institutional | | Pershing LLC, PO Box 2052 | | | 1,854,516 | | | | 17.55% | | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 903,784 | | | | 8.55% | | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 725,011 | | | | 6.86% | | | Service | | MSCS Financial Services, LLC, PAI Trust Company, Inc., 1300 Enterprise Dr., De Pere, WI 54115-4934 | | | 10,551 | | | | 85.45% | |
GSTIIETFCEFRDIFPROXY2021 D-10
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Service | | GSAM Holdings LLC Seed Account | | | 1,796 | | | 14.55% | | Investor | | American Enterprise Investment SVC | | | 2,494,693 | | | 51.46% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 1,485,816 | | | 30.65% | | Investor | | GWFS Equities, Inc., 8525 E Orchard Rd., Greenwood Vlg., CO 80111-5002 | | | 524,202 | | | 10.81% | | Investor | | LPL Financial | | | 249,216 | | | 5.14% | | Class R | | GWFS Equities, Inc., 1295 State St. MIP M200-INVST, Springfield, MA 01111-0001 | | | 162,729 | | | 56.20% | | Class R | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 43,684 | | | 15.09% | | Class R | | Mid Atlantic Trust Company | | | 23,895 | | | 8.25% | | Class R | | Principal Securities Inc. | | | 20,435 | | | 7.06% | | Class R6 | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 2,386,390 | | | 31.87% | | Class R6 | | Empower Financial Services, Inc. | | | 976,241 | | | 13.04% | | Class R6 | | Prudential PIMS/Retirement, as Nominee for the TTEE/CUST Pl 106, Profit Sharing and Salary, PO Box 5788, Portland, OR 97228-5788 | | | 498,608 | | | 6.66% | | Class R6 | | Valic Financial Advisors, Inc., VRSCO FBO AIGFSB Cust TTEE FBO Coop School District of Greater St. Louis 403B, 2727-A Allen Parkway, 4-D1, Houston, TX 77019-2107 | | | 510,571 | | | 6.82% | | Class R6 | | Valic Financial Advisors, Inc., VRSCO FBO AIGFSB Cust TTEE FBO Minneaspolis Public Schools 403B, 2727-A Allen Parkway, 4-D1, Houston, TX 77019-2107 | | | 464,206 | | | 6.20% | | Class R6 | | Edward D. Jones & Co. | | | 379,595 | | | 5.07% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 9,445,562 | | | 99.88% | Goldman Sachs China Equity Fund | | Class A | | Edward D. Jones & Co. | | | 140,089 | | | 26.91% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 65,223 | | | 12.53% | | Class A | | Pershing LLC, PO Box 2052 | | | 61,829 | | | 11.88% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 55,582 | | | 10.68% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 37,899 | | | 7.28% | | Class C | | Stifel Nicolaus | | | 28,530 | | | 50.50% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 15,103 | | | 26.73% |
D-11
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 3,060 | | | 5.42% | | Institutional | | Pershing LLC, PO Box 2052 | | | 118,260 | | | 31.78% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 94,033 | | | 25.27% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 39,615 | | | 10.65% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 29,839 | | | 8.02% | | Institutional | | Stifel Nicolaus & Co. | | | 22,438 | | | 6.03% | | Investor | | American Enterprise Investment SVC | | | 6,524 | | | 45.65% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 5,313 | | | 37.17% | | Investor | | LPL Financial | | | 2,148 | | | 15.03% | | Class R6 | | Edward D. Jones & Co. | | | 39,696 | | | 97.44% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 1,678,532 | | | 98.84% | Goldman Sachs Clean Energy Income Fund | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 229,679 | | | 66.22% | | Class A | | Stiefel Nicolaus & Co | | | 35,220 | | | 10.15% | | Class A | | Pershing LLC, PO Box 2052 | | | 31,607 | | | 9.11% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 19,964 | | | 5.76% | | Class C | | American Enterprise Investment SVC | | | 35,308 | | | 68.01% | | Class C | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 8,294 | | | 15.97% | | Class C | | Pershing LLC, PO Box 2052 | | | 7,345 | | | 14.15% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 514,129 | | | 65.13% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 137,118 | | | 17.37% | | Institutional | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 60,847 | | | 7.71% | | Investor | | American Enterprise Investment SVC | | | 151,007 | | | 50.76% | | Investor | | LPL Financial | | | 94,418 | | | 31.74% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 30,074 | | | 10.11% | | Class R6 | | GSAM Holdings LLC Seed Account | | | 5,565 | | | 62.45% | | Class R6 | | Pershing LLC, PO Box 2052 | | | 1,811 | | | 20.32% | | Class R6 | | Voya Financial Partners, LLC | | | 1,306 | | | 14.66% | Goldman Sachs Commodity Strategy Fund | | Class A | | Edward D. Jones & Co. | | | 1,083,417 | | | 36.95% | | Class A | | Pershing LLC, PO Box 2052 | | | 394,490 | | | 13.45% |
D-12
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 247,998 | | | 8.46% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 218,326 | | | 7.45% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 171,217 | | | 5.84% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 425,023 | | | 69.30% | | Class C | | Edward D. Jones & Co. | | | 47,377 | | | 7.73% | | Class C | | Principal Securities Inc. | | | 30,682 | | | 5.00% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 18,862,614 | | | 57.39% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 6,572,555 | | | 20.00% | | Investor | | American Enterprise Investment SVC | | | 2,454,950 | | | 47.90% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 1,322,738 | | | 25.81% | | Investor | | LPL Financial | | | 1,168,818 | | | 22.81% | | Class R | | Principal Securities Inc. | | | 70,343 | | | 18.21% | | Class R | | GWFS Equities Inc., 1295 State St. MIP M200-INVST, Springfield, MA 01111-0001 | | | 59,742 | | | 15.46% | | Class R | | Securities America, Inc., Ascensus Trust Company, PO Box 10758, Fargo, ND 58706-0758 | | | 49,902 | | | 12.92% | | Class R | | GWFS Equities Inc., 8515 E Orchard Rd. 2T2, Greenwood Vlg., CO 80111-5002 | | | 29,689 | | | 7.68% | | Class R | | GWFS Equities Inc., 8515 E Orchard Rd. 2T2, Greenwood Vlg., CO 80111-5002 | | | 20,752 | | | 5.37% | | Class R6 | | Edward D. Jones & Co. | | | 8,042,591 | | | 50.06% | | Class R6 | | Wells Fargo Bank NA FBO Omnibus Cash, PO Box 1533, Minneapolis, MN 55480-1533 | | | 6,934,125 | | | 43.16% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 30,561,090 | | | 99.99% | Goldman Sachs Concentrated Growth Fund | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 118,980 | | | 22.38% | | Class A | | Edward D. Jones & Co. | | | 84,944 | | | 15.98% | | Class A | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 47,445 | | | 8.92% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 44,686 | | | 8.40% |
D-13
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class A | | LPL Financial | | | 34,617 | | | 6.51% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 29,931 | | | 5.63% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 29,294 | | | 5.51% | | Class C | | Pershing LLC | | | 37,089 | | | 59.68% | | Class C | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 12,345 | | | 19.86% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 6,318 | | | 10.17% | | Institutional | | MSCS Financial Services, LLC, SEI Private Trust Company, C/O Principal Financial ID 636, Attn: Mutual Fund Administrator, 1 Freedom Valley, Dr., Oaks PA 19456-9989 | | | 133,706 | | | 25.15% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 214,652 | | | 40.38% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 133,706 | | | 25.15% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 30,078 | | | 5.66% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 265,917 | | | 99.44% | | Class R6 | | Edward D. Jones & Co. | | | 83,677 | | | 84.08% | | Class R6 | | MSCS Financial Services, LLC, PAI Trust Company, Inc., Smith Communication Partners, Inc., 1300 Enterprise Dr., De Pere, WI 54115-4934 | | | 14,650 | | | 14.72% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 265,917 | | | 99.44% | Goldman Sachs Core Fixed Income Fund | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 6,832,692 | | | 51.72% | | Class A | | Edward D. Jones & Co. | | | 2,645,466 | | | 20.02% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 173,975 | | | 20.91% | | Class C | | American Enterprise Investment SVC | | | 168,662 | | | 20.27% | | Class C | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 68,279 | | | 8.20% | | Class C | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 51,133 | | | 6.14% |
D-14
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 48,027 | | | 5.77% | | Class C | | Western International Sec, Inc., Smelly Mels Plumbing Inc., Goldman Sachs/ADP 401(K) Plan, 123 Manor Dr., Pacifica, CA 94044-1953 | | | 42,657 | | | 5.13% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 24,382,520 | | | 45.33% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 5,441,795 | | | 10.12% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 4,090,261 | | | 7.60% | | Institutional | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 3,560,376 | | | 6.62% | | Institutional | | TD Ameritrade Clearing Inc. | | | 3,062,240 | | | 5.69% | | Institutional | | Mitra & CO FBO Z7 DC, C/O Reliance Trust Company WI, 4900 W Brown Deer Rd., Milwaukee, WI 53223-2422 | | | 2,980,415 | | | 5.54% | | Service | | TCA Trustcorp America | | | 79,918 | | | 80.23% | | Service | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 13,717 | | | 13.77% | | Investor | | American Enterprise Investment SVC | | | 14,761,931 | | | 51.50% | | Investor | | LPL Financial | | | 8,594,905 | | | 29.98% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 4,629,337 | | | 16.15% | | Class R | | State Street Bank and TR TTEE/Cust | | | 355,453 | | | 85.12% | | Class R | | Ascensus Trust Company FBO, Envirotrac Ltd 401K Plan 197093, | | | 21,631 | | | 5.18% | | Class R6 | | Goldman Sachs Asset Management LP, US Bank TT&SS Alternative Investments Custody FBO Childrens Health Foundation, 601 Childrens LN., Norfolk, VA 23507-1910 | | | 14,273,012 | | | 43.35% | | Class R6 | | Goldman Sachs Direct Accts, Mac & Co A/C 470338 FBO GS 529 Plan Mutual Fund Operations, 500 Grant St., Room 151-1010, Pittsburgh, PA 15219-2502 | | | 13,300,480 | | | 40.40% | | Class R6 | | Goldman Sachs Trust | | | 1,860,766 | | | 5.65% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 73,439,523 | | | 99.59% | Goldman Sachs Dynamic Global Equity Fund | | Class A | | Edward D. Jones & Co. | | | 1,163,121 | | | 14.95% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 861,322 | | | 11.07% |
D-15
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 713,649 | | | 9.17% | | Class A | | State Street Bank and TR TTEE/Cust | | | 580,683 | | | 7.46% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 574,488 | | | 7.39% | | Class C | | Sweeney & Associates, Inc., 38730 Sky Canyon Dr., Ste. C, Murrieta, CA 92563-2560 | | | 82,566 | | | 22.76% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 29,376 | | | 8.10% | | Class C | | Acensus Trust Company FBO, Sato- American Metal 401(K) Plan 19375 | | | 22,597 | | | 6.23% | | Institutional | | Pershing LLC, PO Box 2052 | | | 305,238 | | | 36.27% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 139,714 | | | 16.60% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 133,836 | | | 15.90% | | Institutional | | TD Ameritrade Clearing Inc. | | | 61,390 | | | 7.29% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 50,078 | | | 5.95% | | Service | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 5,296 | | | 37.28% | | Service | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 3,015 | | | 21.22% | | Service | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 2,264 | | | 15.94% | | Service | | Principal Securities Inc. | | | 2,238 | | | 15.76% | | Service | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 949 | | | 6.68% | | Investor | | State Street Bank and TR TTEE/Cust | | | 189,217 | | | 70.65% | | Investor | | LPL Financial | | | 36,863 | | | 13.76% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 31,138 | | | 11.63% | | Class R | | State Street Bank and TR TTEE/Cust | | | 308,840 | | | 98.97% | | Class R6 | | Voya Financial Partners, LLC | | | 113,458 | | | 68.45% | | Class R6 | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 26,160 | | | 15.78% | | Class R6 | | State Street Bank Trustee and or Custodian | | | 15,055 | | | 9.08% | | Class R6 | | Edward D. Jones & Co. | | | 10,164 | | | 6.13% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 6,100,377 | | | 96.46% |
D-16
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | Goldman Sachs Dynamic Municipal Income Fund | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 13,541,691 | | | 21.36% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 9,060,651 | | | 14.29% | | Class A | | Edward D. Jones & Co. | | | 8,504,652 | | | 13.41% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 6,120,983 | | | 9.65% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 5,946,302 | | | 9.38% | | Class A | | American Enterprise Investment SVC | | | 4,067,334 | | | 6.42% | | Class A | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 3,197,532 | | | 5.04% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 1,803,066 | | | 25.07% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 1,243,413 | | | 17.29% | | Class C | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 1,062,083 | | | 14.76% | | Class C | | American Enterprise Investment SVC | | | 942,836 | | | 13.11% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 737,293 | | | 10.25% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 59,144,025 | | | 22.01% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 51,603,126 | | | 19.20% | | Institutional | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 34,769,332 | | | 12.94% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 34,223,949 | | | 12.73% | | Institutional | | UBS WM USA | | | 19,367,221 | | | 7.21% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 18,744,615 | | | 6.97% | | Institutional | | Pershing LLC, PO Box 2052 | | | 17,373,814 | | | 6.46% | | Service | | TCA Trustcorp America | | | 1,285 | | | 83.48% | | Service | | GSAM Holdings LLC Seed Account | | | 254 | | | 16.52% | | Investor | | American Enterprise Investment SVC | | | 40,581,237 | | | 41.85% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 26,417,629 | | | 27.24% | | Investor | | LPL Financial | | | 24,442,942 | | | 25.21% |
D-17
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class R6 | | Edward D. Jones & Co. | | | 6,511,616 | | | 72.60% | | Class R6 | | Laciba & Co Cash/Cash, C/O Lake City Bank, 114 E Market St., Warsaw, IN 46580-2806 | | | 1,559,029 | | | 17.38% | | Class R6 | | JP Morgan Securities, LLC, FEBO Customers, Mutual Fund Dept. | | | 684,759 | | | 7.64% | | Class P | | Goldman Sachs & CO., | | | 112,191,269 | | | 99.19% | Goldman Sachs Emerging Markets Debt Fund | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 1,094,959 | | | 40.99% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 365,933 | | | 13.70% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 301,347 | | | 11.28% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 286,076 | | | 10.71% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 268,219 | | | 52.02% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 74,146 | | | 14.38% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 45,563 | | | 8.84% | | Class C | | Pershing LLC, PO Box 2052 | | | 28,024 | | | 5.43% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 6,794,242 | | | 18.10% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 6,823,432 | | | 18.18% | | Institutional | | UBS WM USA | | | 3,838,377 | | | 10.23% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 3,549,399 | | | 9.46% | | Institutional | | Goldman Sachs Trust | | | 3,168,474 | | | 8.44% | | Institutional | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 3,118,433 | | | 8.31% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 2,832,532 | | | 7.55% | | Institutional | | Pershing LLC, PO Box 2052 | | | 2,012,562 | | | 5.36% | | Investor | | American Enterprise Investment SVC | | | 786,959 | | | 52.10% | | Investor | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 333,214 | | | 22.06% | | Investor | | LPL Financial | | | 156,026 | | | 10.33% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 152,893 | | | 10.12% |
D-18
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class R6 | | Goldman Sachs Trust | | | 3,847,960 | | | 25.18% | | Class R6 | | Goldman Sachs Trust | | | 3,295,603 | | | 21.57% | | Class R6 | | Empower Financial Services, Inc. | | | 2,266,194 | | | 14.83% | | Class R6 | | Goldman Sachs Trust | | | 1,791,171 | | | 11.72% | | Class R6 | | Goldman Sachs Direct Accounts, Mac & Co A/C 47034, 500 Grant Street, Room 151-1010, Pittsburgh, PA 15219-2502 | | | 978,319 | | | 6.40% | | Class R6 | | Goldman Sachs Trust | | | 955,446 | | | 6.25% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 3,438,605 | | | 99.31% | Goldman Sachs Emerging Markets Equity ex. China Fund | | Class A | | GSAM Holdings LLC Seed Account | | | 5,013 | | | 91.01% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 495 | | | 8.99% | | Class C | | GSAM Holdings LLC Seed Account | | | 5,013 | | | 100.00% | | Institutional | | GSAM Holdings LLC Seed Account | | | 471,211 | | | 94.18% | | Institutional | | Pershing LLC, PO Box 2052 | | | 28,599 | | | 5.72% | | Investor | | GSAM Holdings LLC Seed Account | | | 5,012 | | | 100.00% | | Class R | | GSAM Holdings LLC Seed Account | | | 5,013 | | | 100.00% | | Class R6 | | GSAM Holdings LLC Seed Account | | | 5,014 | | | 100.00% | | Class P | | Goldman Sach & Co., C/O Mutual Fund Ops, 295 Chipeta Way, Salt Lake City, UT 84108-1285 | | | 122,822 | | | 96.08% | Goldman Sachs Emerging Markets Equity Fund | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 1,873,409 | | | 33.34% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 546,378 | | | 9.72% | | Class A | | Edward D. Jones & Co. | | | 488,134 | | | 8.69% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 448,060 | | | 7.97% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 416,131 | | | 7.41% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 326,032 | | | 5.80% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 288,416 | | | 30.71% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 221,905 | | | 23.63% | | Class C | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 69,677 | | | 7.42% | | Class C | | American Enterprise Investment SVC | | | 52,249 | | | 5.56% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 28,994,491 | | | 29.66% |
D-19
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 27,478,409 | | | 28.11% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 8,980,237 | | | 9.19% | | Institutional | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 7,359,927 | | | 7.53% | | Service | | UMB Bank NA, 1 SW Security Benefit Pl., Topeka, KS 66636-1000 | | | 739,513 | | | 74.19% | | Service | | UMB Bank NA, 1 SW Security Benefit Pl., Topeka, KS 66636-1000 | | | 158,194 | | | 15.87% | | Investor | | American Enterprise Investment SVC | | | 3,405,134 | | | 54.78% | | Investor | | LPL Financial | | | 1,510,945 | | | 24.31% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 806,726 | | | 12.98% | | Class R6 | | SEI Private Trust Company, C/O GWP US Advisors, 1 Freedom Valley Dr., Oaks, PA 19456-9989 | | | 1,686,720 | | | 22.21% | | Class R6 | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 1,329,376 | | | 17.51% | | Class R6 | | Empower Financial Services, Inc. | | | 594,149 | | | 7.82% | | Class R6 | | Edward D. Jones & Co. | | | 522,032 | | | 6.87% | | Class R6 | | JP Morgan Securities, LLC, FEBO Customers, Mutual Fund Dept. | | | 498,292 | | | 6.56% | | Class R6 | | Reliance Trust Company, PO Box 78446, Atlanta, GA 84108-1285 | | | 452,490 | | | 5.96% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 22,680,005 | | | 98.63% | Goldman Sachs Emerging Markets Equity Insights Fund | | Class A | | State Street Bank and TR TTEE/Cust | | | 1,090,267 | | | 28.29% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 388,832 | | | 10.09% | | Class C | | Stifel Nicolaus & Co. | | | 156,028 | | | 33.96% | | Class C | | Pershing LLC, PO Box 2052 | | | 57,162 | | | 12.44% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 55,189 | | | 12.01% | | Class C | | LPL Financial | | | 53,175 | | | 11.57% | | Class C | | American Enterprise Investment SVC | | | 48,662 | | | 10.59% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 39,288 | | | 8.55% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 48,610,314 | | | 33.45% | | Institutional | | Pershing LLC, PO Box 2052 | | | 26,163,238 | | | 18.00% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 23,408,365 | | | 16.11% |
D-20
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Institutional | | SEI Private Trust Company, C/O First Interstate Bank | | | 8,211,948 | | | 5.65% | | Investor | | American Enterprise Investment SVC | | | 3,174,175 | | | 40.94% | | Investor | | LPL Financial | | | 2,723,954 | | | 35.14% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 947,355 | | | 12.22% | | Class R | | State Street Bank and TR TTEE/Cust | | | 2,304,395 | | | 85.37% | | Class R | | Minnesota Life Insurance Company, 400 Robert St. N. Ste A, St. Paul, MN 55101-2099 | | | 242,352 | | | 8.98% | | Class R6 | | GS Tax-Adv Global Equity Portfolio, C/O Fund Management Team, 200 West St. Fl 29, New York, NY 10282-2198 | | | 11,440,705 | | | 17.07% | | Class R6 | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 11,076,017 | | | 16.53% | | Class R6 | | Goldman Sachs Trust | | | 8,154,030 | | | 12.17% | | Class R6 | | Goldman Sachs Trust | | | 5,646,429 | | | 8.43% | | Class R6 | | Vallee & CO FBO FCB, C/O Reliance Trust Company WI, 4900 W Brown Deer Rd., Milwaukee, WI 53223-2422 | | | 5,493,591 | | | 8.20% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 8,926,443 | | | 100.00% | Goldman Sachs Energy Infrastructure Fund | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 150,049 | | | 69.62% | | Class A | | Pershing LLC, PO Box 2052 | | | 56,152 | | | 26.05% | | Class C | | Pershing LLC, PO Box 2052 | | | 44,844 | | | 100.00% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 2,304,395 | | | 85.37% | | Institutional | | LPL Financial | | | 947,355 | | | 12.22% | | Investor | | GSAM Holdings LLC Seed Account | | | 6,715 | | | 96.65% | | Class R | | GSAM Holdings LLC Seed Account | | | 6,531 | | | 62.93% | | Class R | | Matrix Trust Company as Agent for Advisor Trust Inc, 717 17th St. Ste. 1300, Denver, CO 80202-3304 | | | 3,848 | | | 37.07% | | Class R6 | | Goldman Sachs Trust | | | 6,961,783 | | | 88.57% | | Class R6 | | Goldman Sachs Trust | | | 511,913 | | | 6.51% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 25,992,762 | | | 99.28% | Goldman Sachs Enhanced Dividend Global Equity Portfolio | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 105,009 | | | 45.98% | | Class A | | Pershing LLC, PO Box 2052 | | | 28,673 | | | 12.56% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 14,724 | | | 6.45% | | Class A | | TD Ameritrade Clearing Inc. | | | 14,049 | | | 6.15% | | Class A | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 12,318 | | | 5.39% |
D-21
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 294,509 | | | 42.71% | | Institutional | | TD Ameritrade Clearing Inc. | | | 182,329 | | | 26.44% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 41,154 | | | 5.97% | | Class R6 | | GSAM Holdings LLC Seed Account | | | 1,127 | | | 100.00% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 32,172,741 | | | 98.48% | Goldman Sachs Enhanced Income Fund | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 373,482 | | | 27.62% | | Class A | | Edward D. Jones & Co. | | | 169,738 | | | 12.55% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 143,813 | | | 10.63% | | Class A | | LPL Financial | | | 114,924 | | | 8.50% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 83,130 | | | 6.15% | | Administration | | Pershing LLC | | | 578,354 | | | 99.36% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 8,357,173 | | | 33.56% | | Institutional | | National grid Insurance USA, Ltd., 1 Metrotech Center, Brooklyn, NY 11201-3948 | | | 6,008,399 | | | 24.12% | | Institutional | | Rutgers the State University, 33 Knightsbridge Rd., Fl 2 West, Piscataway, NJ 08854-3987 | | | 5,533,550 | | | 22.22% | | Institutional | | Penchecks, Inc., 8580 La Mesa Blvd., Ste 100, La Mesa, CA 91942-9539 | | | 1,743,750 | | | 7.00% | | Service | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 28,834 | | | 96.32% | | Investor | | LPL Financial | | | 685,889 | | | 81.58% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 98,423 | | | 11.71% | | Class R6 | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 263,816 | | | 51.12% | | Class R6 | | Edward D. Jones & Co. | | | 240,928 | | | 46.68% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 29,320,356 | | | 82.85% | | Class P | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 3,578,978 | | | 10.11% | | Class P | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 2,485,430 | | | 7.02% | Goldman Sachs Equity Income Fund | | Class A | | Edward D. Jones & Co. | | | 3,752,065 | | | 53.44% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 23,434 | | | 20.57% | | Class C | | Mid Atlantic Trust Company | | | 10,147 | | | 8.91% |
D-22
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class C | | Pershing LLC, PO Box 2052 | | | 9,865 | | | 8.66% | | Class C | | Ascensus Trust Company FBO, Family Medicine Associates 401(K)/P 036155 | | | 9,360 | | | 8.22% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 6,361 | | | 5.58% | | Institutional | | Matrix Trust Company Custodian FBO Flushing Savings Bank, PO Box 52129, Phoenix, AZ 85072-2129 | | | 174,992 | | | 29.06% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 114,843 | | | 19.07% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 54,768 | | | 9.09% | | Institutional | | Reliance Trust Co, 201 17th NW Ste. 1000, Atlanta, GA 30363-1195 | | | 48,728 | | | 8.09% | | Service | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 1,390 | | | 63.78% | | Service | | Edward D. Jones & Co. Attn: Mutual Fund Shareholder Accounting, 201 Progress Pkwy, Maryland Hts., MO 63043-3042 | | | 355 | | | 16.26% | | Service | | Vanguard Brokerage Services, A/C 8249-3614, PO Box 982901, El Paso, TX 79998-2901 | | | 217 | | | 9.94% | | Service | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 185 | | | 8.49% | | Investor | | American Enterprise Investment SVC | | | 35,221 | | | 33.92% | | Investor | | LPL Financial | | | 33,195 | | | 31.97% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 32,252 | | | 31.06% | | Class R | | Pam O’ FBO Meadlist Golf Inc, 327 Dahlonega St., Ste 1005, Cumming, GA 300408210 | | | 9,944 | | | 62.09% | | Class R | | Mid Atlantic Clearing and Settlement, William Grischo FBO Explore Communications Inc. 401(K) P, 3213 Zuni St., Denver, Co., 80211-3355 | | | 2,083 | | | 13.01% | | Class R | | National Financial Service, 100 Magellan Way, Covington, KY 41015-1987 | | | 1,090 | | | 6.80% | | Class R6 | | Edward D. Jones & Co. | | | 146,032 | | | 98.07% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 1,589,028 | | | 99.33% | Goldman Sachs ESG Emerging Markets Equity Fund | | Class A | | TD Ameritrade Clearing Inc. | | | 65,330 | | | 29.15% | | Class A | | American Enterprise Investment SVC | | | 40,413 | | | 18.03% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 21,352 | | | 9.53% |
D-23
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class A | | UBS WM USA | | | 14,348 | | | 6.40% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 14,025 | | | 6.26% | | Class A | | LPL Financial | | | 13,603 | | | 6.07% | | Class A | | Pershing LLC, PO Box 2052 | | | 12,794 | | | 5.71% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 11,818 | | | 5.27% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 11,749 | | | 5.24% | | Class C | | RBC Capital Markets Corporation | | | 7,616 | | | 80.91% | | Class C | | GSAM Holdings LLC Seed Account | | | 805 | | | 8.55% | | Institutional | | Charles Schwab & Co., | | | 1,594,226 | | | 79.18% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 263,080 | | | 13.07% | | Investor | | American Enterprise Investment SVC | | | 35,022 | | | 62.62% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 14,038 | | | 25.10% | | Investor | | LPL Financial | | | 4,435 | | | 7.93% | | Class R | | Matrix Trust Company as Agent for Advisor Trust, Inc., 717 17th St., Ste 1300, Denver, CO 80202-3304 | | | 14,624 | | | 57.65% | | Class R | | Matrix Trust Company as Agent for Advisor Trust, Inc., 717 17th St., Ste 1300, Denver, CO 80202-3304 | | | 7,667 | | | 30.23% | | Class R | | Matrix Trust Company as Agent for Advisor Trust, Inc., 717 17th St., Ste 1300, Denver, CO 80202-3304 | | | 1,806 | | | 7.12% | | Class R6 | | Empower Financial Services, LLC | | | 1,014 | | | 50.35% | | Class R6 | | GSAM Holdings LLC Seed Account | | | 795 | | | 39.47% | | Class P | | Goldman Sachs & Co., C/O Mutual Funds OPS, 295 Chipeta Way, Salt Lake City, UT 84108-1285 | | | 1,529,550 | | | 99.89% | Goldman Sachs Financial Square Federal Instruments Fund | | Administration | | American Enterprise Investment SVC | | | 56,548,409 | | | 37.91% | | Administration | | Amalgamated Bank of Chicago, Attn: Debra Outlaw, 30 N. Lasalle St. 38th Fl., Chicago, IL 60602-2590 | | | 47,232,313 | | | 31.66% | | Administration | | Pershing LLC, FBO Customers | | | 18,191,262 | | | 12.19% | | Administration | | Goldman Sachs & Co. LLC, FBO ANHE, 30 Hudson St. Fl 5, Jersey City, NJ 073024699 | | | 9,637,866 | | | 6.46% | | Administration | | Goldman Sachs & Co. LLC, FBO AWAJ, 30 Hudson St. Fl 5, Jersey City, NJ 073024699 | | | 8,339,562 | | | 5.59% | | Capital | | GSAM Holdings LLC Seed Account | | | 54,202 | | | 100.00% |
D-24
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Cash Management | | Pershing LLC, FBO Customers | | | 15,103,934 | | | 99.65% | | Class D | | UBS WM USA | | | 12,015,944 | | | 99.92% | | Institutional | | Goldman Sachs & Co., 295 Chipeta Way, FL 4, Salt Lake City, UT 84108-1285 | | | 3,127,915,347 | | | 56.99% | | Institutional | | Wells Fargo Bank NA | | | 375,695,223 | | | 6.85% | | Institutional | | BOFA Securities, Inc., 200 N. College St., 3rd Floor North, Charlotte, NC 28202-2191 | | | 276,726,519 | | | 5.04% | | Service | | TMI Trust Company, 1215 N. West Shore Blvd., Ste. 750, Tampa, FL 33607-3924 | | | 26,146,417 | | | 72.16% | | Service | | Amalgamated Bank of Chicago, Attn: Debra Outlaw, 30 N. Lasalle St. 38th Fl., Chicago, IL 60602-2590 | | | 9,191,742 | | | 25.37% | | Class P | | Pershing LLC, FBO Customers | | | 132,501,125 | | | 99.96% | Goldman Sachs Financial Square Government Fund | | Class A | | Edward D. Jones & Co., Attn: Mutual Fund Shareholder Accounting, 12555 Manchester Rd., Maryland Hts., MO 63043 | | | 1,296,142,575 | | | 71.23% | | Class A | | RBC Capital Markets Corporation | | | 307,190,168 | | | 16.88% | | Class A | | Pershing LLC, PO Box 2052 | | | 115,311,324 | | | 6.34% | | Administration | | Hanco, C/O Hancock Whitney Bank Trust Div, 2285 Lakeshore Dr., Bldg 4, New Orleans, LA 70122-3533 | | | 2,169,354,833 | | | 23.57% | | Administration | | Mori & Co, Commerce Bank of Kansas City, Attn: Trust Operations, 911 Main St., Ste 201, Kansas City, MO 64105-5304 | | | 2,169,354,833 | | | 20.10% | | Administration | | M&T Bank, Tice & Co., C/O M&T Trust Co, PO Box 1377, Buffalo, NY 14240-1377 | | | 645,577,359 | | | 7.02% | | Administration | | Amalgamated Bank of Chicago, Attn: Debra Outlaw, 30 N. Lasalle St. 38th Fl., Chicago, IL 60602-2590 | | | 488,725,960 | | | 5.31% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 1,548,466 | | | 30.13% | | Class C | | Western International Sec, Inc., Smelly Mels Plumbing Inc., Goldman Sachs/ADP 401(K) Plan, 123 Manor Dr., Pacifica, CA 94044-1953 | | | 431,624 | | | 8.40% | | Class C | | Goldman Sachs Direct EX DLR Accts, Rocky Run Family Medicine, Goldman Sachs/ADP 401K Plan, ADP Plan #100645, 5645 Stone Rd., Centreville, VA 20120-1618 | | | 420,816 | | | 8.19% | | Class C | | Morgan Stanley Smith Barney LLC, Garrod Trust, ADP Plan #100504, Goldman Sachs/ADP 401K Plan, 22600 Eden Rd., Saratoga, CA 95070-9758 | | | 409,733 | | | 7.97% |
D-25
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class C | | Goldman Sachs Direct EX DLR Accts., Stracq Inc DBA Stryka Botanics, Goldman Sachs/ADP 401K Plan, ADP Plan #170019, 239 Homestead Rd., Hillsborough, NJ 08844-1913 | | | 257,681 | | | 5.01% | | Capital | | TD Banknorth NA, Attn: Deposit Accounting ME091-31N, PO Box 1377, Lewiston, ME 04243-1377 | | | 963,488,537 | | | 32.68% | | Capital | | Maril & Co., FBO Synovus Trust Co., 4900 W Brown Deer Rd., Milwaukee, WI 53223-2422 | | | 494,826,113 | | | 16.78% | | Capital | | Hanco, C/O Hancock Whitney Bank Trust Div, 2285 Lakeshore Dr., Bldg 4, New Orleans, LA 70122-3533 | | | 312,254,753 | | | 10.59% | | Capital | | MSCS Financial Services, LLC, Statevest & Co., PO Box 2499, Brattleboro, VT 05303-2499 | | | 206,127,100 | | | 6.99% | | Capital | | SEI Private Trust Company, C/O Regions Bank | | | 196,741,424 | | | 6.67% | | Capital | | Parkside Financial Bank & Trust, 8112 Maryland Ave., Ste 101, St. Louis, MO 63105-3700 | | | 179,161,664 | | | 6.08% | | Cash Management | | Pershing LLC, FBO Customers | | | 334,262,685 | | | 99.41% | | Class D | | UBS WM USA | | | 92,829,895 | | | 99.99% | | Drexel Hamilton | | JP Morgan Securities LLC – Chase Processing 28521, JPMS IB 352, FBO 7528075117075, FBO Facebook, Inc., 4 Chase Metrotech Center, 7th Fl., Brooklyn, NY 11245-0001 | | | 4,335,000,000 | | | 41.37% | | Drexel Hamilton | | Microsoft Capital Group LLC, Attn: Treasury Department, One Microsoft Way, Redmond, WA 98052-8300 | | | 2,335,000,000 | | | 22.29% | | Drexel Hamilton | | Nasdaq, Inc. Attn: Treasury Services, 151 W 42nd St., New York, NY 10036-6563 | | | 599,192,059 | | | 5.72% | | Institutional | | Hare & Co. | | | 15,389,071,413 | | | 7.01% | | Institutional | | Wells Fargo Bank NA | | | 14,084,483,035 | | | 6.42% | | Service | | MSCS Financial Services, LLC, Statevest & Co., PO Box 2499, Brattleboro, VT 05303-2499 | | | 340,269,085 | | | 23.19% | | Service | | SEI Private Trust Company. C/O Regions Bank | | | 184,054,890 | | | 12.55% | | Service | | MSCS Financial Services, LLC, Matrix Trust Company as Agent for Newport Trust Company, NTC Individual Retirement Account, 35 Iron Point Circle, Suite 330, Folsom, CA 95630-8589 | | | 138,605,989 | | | 9.45% |
D-26
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Service | | TMI Trust Company, 1215 N. West Shore Blvd., Ste. 750, Tampa, FL 33607-3924 | | | 90,361,504 | | | 6.16% | | Preferred | | M&T Bank, Tice & Co., C/O M&T Trust Co, PO Box 1377, Buffalo, NY 14240-1377 | | | 1,139,323,047 | | | 59.50% | | Preferred | | Pershing LLC, FBO Customers | | | 183,167,834 | | | 9.57% | | Preferred | | Mori & Co, Commerce Bank of Kansas City, Attn: Trust Operations, 911 Main St., Ste 201, Kansas City, MO 64105-5304 | | | 105,355,786 | | | 5.50% | | Premier | | Bank of Oklahoma, PO Box 2180, Tulsa, OK 74101-2180 | | | 74,305,696 | | | 42.96% | | Premier | | LPL Financial | | | 62,665,217 | | | 36.23% | | Resource | | American United Life Insurance Co | | | 4,329,916 | | | 52.06% | | Resource | | American United Life Insurance Co | | | 3,985,585 | | | 47.92% | | Class R6 | | Goldman Sachs Trust, Tactical Exposure Fund, Attn: Gordon Lui | | | 144,117,458 | | | 50.32% | | Class R6 | | Principal Securities Inc. | | | 37,209,098 | | | 12.99% | | Class R6 | | Goldman Sachs Trust, GS Multi-Manager Global Equity Fund | | | 19,099,586 | | | 6.67% | | Class R6 | | American United Life Insurance Co | | | 17,060,611 | | | 5.96% | | Class R6 | | American United Life Insurance Co | | | 15,080,609 | | | 5.27% | | Select | | BOKF, NA., Muscogee Creek Nation Invest Savings Ops., Attn: Patricia Kilian, PO Box 580, Okmulgee, OK 74447-0580 | | | 160,280,971 | | | 10.91% | | Select | | Cachematrix Holdings, LLC, Citizens Bank NA., Attn: Commercial Banking, Treasury Solutions Product, One Citizens Plaza, Providence, RI 02903-1345 | | | 159,013,370 | | | 10.82% | | Select | | Wells Fargo Bank NA | | | 126,403,818 | | | 8.60% | | Select | | LPL Financial LLC as Agent for the Exclusive Benefit for its Customers, Attn: Cinthya Leite | | | 79,715,353 | | | 5.43% | | Select | | Hanco, C/O Hancock Whitney Bank Trust Div, 2285 Lakeshore Dr., Bldg 4, New Orleans, LA 70122-3533 | | | 77,112,000 | | | 5.25% | | Loop | | Microsoft Capital Group LLC, Attn: Treasury Department, One Microsoft Way, Redmond, WA 98052-8300 | | | 2,250,000,000 | | | 40.77% | | Loop | | Google LLC, 1600 Amphitheatre Pkwy, Mountain View, CA 94043-1351 | | | 2,231,149,570 | | | 40.43% | | Seelaus | | Activision Publishing Inc. Attn: Corporate Treasury, 3100 Ocean Park Blvd., Santa Monica, CA 90405-3032 | | | 622,461,546 | | | 27.97% | | Seelaus | | Dowdupont Inc., 974 Centre Rd., Blg 730, Wilmington, DE 19805-1269 | | | 900,000,000 | | | 40.44% |
D-27
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Seelaus | | Anthropic PBC., 548 Market St., OMB 90375, San Francisco, CA 94104-5401 | | | 236,629,613 | | | 10.63% | | Seelaus | | The Walt Disney Company, 500 S. Buena Vista St., Burbank, CA 91521-0001 | | | 150,856,460 | | | 6.78% | Goldman Sachs Financial Square Money Market Fund | | Administration | | Citibank NA, FBO 124556, Attn: Johaira Rivera, 480 Washington Blvd., Fl 30, Jersey City, NJ 07310-2053 | | | 2,474,903 | | | 87.56% | | Administration | | Band & CO Institutional Trust, C/O US Bank NA, 1555 N Rivercenter Dr. Ste 203, Milwaukee, WI 532123958 | | | 154,546 | | | 5.47% | | Institutional | | BOFA Securities Inc., for the Benefit of its Customers, 200 N College St., 3rd Flr North, Charlotte, NC 28202-2191 | | | 389,138,067 | | | 16.97% | | Institutional | | Spotify USA Inc., Attn: Treasury, 4 World Trade Center, New York, NY 10007-0042 | | | 251,853,688 | | | 10.98% | | Institutional | | JP Morgan Chase Bank NA, FBO Its Customers Third Party Indy Sweep Non Disclosed, 10410 Highland Manor Dr., Fl 3, Tampa, Fl 33610-9128 | | | 219,833,622 | | | 9.59% | | Institutional | | Cachematrix Holdings, LLC, 2000 Purchase St., Purchase, NY 10577-2509 | | | 136,076,214 | | | 5.93% | | Institutional | | Cachematrix Holdings, LLC, C/O 40/86 Advisors Inc., 535 N. College Dr., Camel, IN 46032-5622 | | | 128,953,283 | | | 5.62% | | Service | | Goldman Sachs Direct Ex DLR Accts, James Leonard Chapman, Brenda Chapman, 30 Moreno Point Rd., PH 701C, Destin, FL 32541-3186 | | | 1,143 | | | 41.59% | | Service | | GSAM Holdings LLC Seed Account | | | 1,081 | | | 39.33% | | Service | | One Bank & Trust NA, Threadway Properties Building Fund, Attn: Melanie Ellis, 300 W Capitol Ave., Little Rock, AR 722101-3544 | | | 522 | | | 19.01% | | Preferred | | Bank Leumi USA, Eyal Arad, 425 E 58th St., Apt 16D, New York, NY 10022-2379 | | | 63,468 | | | 92.65% | | Preferred | | Goldman Sachs Direct Ex DLR Accts, Hamilton Engineering & Surveying Inc., Attn: Jack S Hamilton Jr., 3409 W Lemon St., Tampa, Fl 33609-1433 | | | 3,934 | | | 5.74% | | Select | | Wells Fargo Bank NA | | | 3,025,674 | | | 66.80% | | Select | | BOKF, NA., Bonray Investments, LLC, 1313 E 45th St., Shawnee, OK 74804-2214 | | | 905,765 | | | 20.00% | | Select | | BOKF, NA., HBH Enterprises Limited Partnership, Attn: Philip Day VP, 1313 45th St., Shawnee, OK 74804-2214 | | | 598,112 | | | 13.20% |
D-28
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | Goldman Sachs Financial Square Prime Obligations Fund | | Administration | | Citibank NA, FBO Escrow Concentration A/C 122089, Attn: Joyce Glencamp, 480 Washington Blvd., Fl 30, Jersey City, NJ 07310-2053 | | | 5,185,366 | | | 80.42% | | Administration | | Greatbanc Trust Company, Anbee & CP, C/O Greatbanc Trust Company, 801 Warrenville Rd., St 500, Lisle, IL 60532-4347 | | | 1,072,764 | | | 16.64% | | Capital | | BOKF, NA., Actus Holdings, LLC, 3100 Norge Rd., Chickasha, OK 73018-6169 | | | 332,275 | | | 79.81% | | Capital | | BOKF, NA., BBJ, LLC., PO Box 18298, Oklahoma City, OK 73154-0298 | | | 53,877 | | | 12.94% | | Capital | | BOKF, NA., Mackellar, Inc., PO Box 18298, Oklahoma City, OK 73154-0298 | | | 28,687 | | | 6.89% | | Drexel Hamilton | | Drexel Hamilton LLC, BKV Corporation, 1200 17th St., Ste 2100, Denver, CO 80202-5829 | | | 9,993,005 | | | 99.70% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 1,253,460,769 | | | 39.97% | | Institutional | | LPL Financial | | | 776,774,133 | | | 24.77% | | Institutional | | Wells Fargo Bank NA | | | 469,706,551 | | | 14.98% | | Preferred | | BOKF, NA., Simergent LLC, 11Ne 11th St., Oklahoma City, OK 73104-1417 | | | 10,573 | | | 90.56% | | Preferred | | GSAM Holdings LLC Seed Account | | | 1,101 | | | 9.43% | | Select | | BOKF, NA., Darden Resources, Inc., 6305 E 120th CT. Unit K8, Tulsa, OK 74137-8810 | | | 7,735,272 | | | 50.14% | | Select | | BOKF, NA., Noah Corporation, 7667 E 46th Pl., Tulsa, OK 74145-6307 | | | 1,988,990 | | | 12.89% | | Select | | BOKF, NA., Doris J. Darden Trust, 6305 E 120th Ct., Unit K8, Tulsa, OK 74137-8810 | | | 1,835,666 | | | 11.90% | | Select | | BOKF, NA., Everest Railcar Services, Inc., Attn: Steven Hendricks, PO Box 979, Bentonville, AR 72712-0979 | | | 1,769,204 | | | 11.47% | | Select | | BOKF, NA., Strat Land Exploration Co., 6305 E 120th Ct., Unit K8, Tulsa, OK 74137-8810 | | | 1,382,257 | | | 8.96% | Goldman Sachs Financial Square Treasury Instruments Fund | | Administration | | Hare & Co. | | | 320,576,684 | | | 15.84% | | Administration | | Bank of Oklahoma, PO Box 2180, Tulsa, OK 74101-2180 | | | 201,246,666 | | | 9.94% | | Administration | | Jefferies LLC, FBO Brightline Capital Partners LP, 101 Hudson, St., Fl 11, Jersey City, NJ 07302-3915 | | | 139,829,412 | | | 6.91% |
D-29
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Administration | | BMO Harris Bank NA, 320 Canal St., Fl 14, Chicago, IL 60606-5707 | | | 127,720,988 | | | 6.31% | | Administration | | Goldman Sachs & Co. LLC, FBO ATJM, 30 Hudson St. Fl 5, Jersey City, NJ 073024699 | | | 126,747,584 | | | 6.26% | | Administration | | Goldman Sachs & Co. LLC, FBO 7NVM, 30 Hudson St. Fl 5, Jersey City, NJ 073024699 | | | 119,162,364 | | | 5.89% | | Capital | | Goldman Sachs & Co. LLC, FBO AL03, 30 Hudson St. Fl 5, Jersey City, NJ 073024699 | | | 170,390,950 | | | 22.82% | | Capital | | Goldman Sachs & Co. LLC, FBO 4ZJX, 30 Hudson St. Fl 5, Jersey City, NJ 073024699 | | | 100,472,979 | | | 13.46% | | Capital | | Goldman Sachs & Co. LLC, FBO AMJY, 30 Hudson St. Fl 5, Jersey City, NJ 073024699 | | | 71,853,032 | | | 9.62% | | Capital | | Goldman Sachs & Co. LLC, FBO AVK4, 30 Hudson St. Fl 5, Jersey City, NJ 073024699 | | | 64,756,834 | | | 8.67% | | Capital | | Goldman Sachs & Co. LLC, FBO ALYX, 30 Hudson St. Fl 5, Jersey City, NJ 073024699 | | | 58,405,535 | | | 7.82% | | Capital | | Goldman Sachs & Co. LLC, FBO AA49, 30 Hudson St. Fl 5, Jersey City, NJ 073024699 | | | 52,212,027 | | | 6.99% | | Cash Management | | Pershing LLC, FBO Customers | | | 20,015,056 | | | 74.86% | | Cash Management | | Commerce Bank – Lenexa, Robert L Bayless Procuder LLC, Attn: Robert Bayless, 621 17th St., Ste 2300, Denver, Co 80293-2023 | | | 6,720,323 | | | 25.14% | | Class D | | UBS WM USA | | | 47,465,182 | | | 99.98% | | Institutional | | Goldman Sachs & Co, 295 Chipeta Way, Fl 4, Salt Lake City, UT 84108-1285 | | | 16,706,029,868 | | | 20.86% | | Institutional | | Hare & Co. | | | 15,041,800,669 | | | 18.78% | | Institutional | | Hare & Co. | | | 8,748,953,505 | | | 10.92% | | Service | | UMB Bank NA, 928 Grand Blvd. MS1010405, Kansas City, MO 64106-2008 | | | 517,877,455 | | | 84.51% | | Service | | Flagstar Bank NA, 1400 Broadway, FL 6, New York, NY 10018-0728 | | | 81,854,607 | | | 13.36% | | Loop | | Presidents & Fellows of Harvard College-Gen Operating AC, C/O Harvard Management Co., 600 Atlantic Ave., Boston, MA 02210-2211 | | | 60,538,258 | | | 56.12% |
D-30
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Loop | | Tapestry Inc., Attn: Treasury, 10 Hudson Yards, Fl 18, New York, NY 10001-2158 | | | 44,000,145 | | | 40.79% | | Preferred | | Pershing LLC, FBO Customers | | | 99,311,739 | | | 88.28% | | Preferred | | Deutsche Bank Trust CO, Burgess Biopower LLC, Revenue Account, 1 Cate St., Ste 100, Portsmouth, NH 03801-7107 | | | 6,190,252 | | | 5.50% | | Premier | | Bank of Oklahoma, PO Box 2180, Tulsa, OK 74101-2180 | | | 528,110,596 | | | 100.00% | | Seelaus | | Microsoft Capital Group LLC, Attn: Treasury Department, One Microsoft Way, Redmond, WA 98052-8300 | | | 2,000,000,000 | | | 97.46% | | Select | | Horseshoe RE II Limited, Nectaris RE LC1300 | | | 86,459,918 | | | 16.00% | | Select | | First National Capital Markets, Inc., One Earth Energy LLC, 202 North Jordan Dr., Gibson City, IL 60936-2203 | | | 59,553,582 | | | 11.02% | | Select | | Horseshoe RE II Limited, HRE II MS Amlin Underwriting LC1200 | | | 59,361,818 | | | 10.99% | | Select | | Horseshoe RE II Limited, HRE II MS Amlin Underwriting LC5200 | | | 43,767,010 | | | 8.10% | | Select | | Horseshoe RE II Limited, HRE II MS Amlin Underwriting LC1200 | | | 42,293,473 | | | 7.83% | | Select | | Horseshoe RE II Limited, MS Amlin AG LC2200 | | | 31,904,414 | | | 5.91% | | Select | | Horseshoe RE II Limited, Amlin Underwriting LC2200 | | | 27,921,823 | | | 5.17% | | Select | | First National Capital Markets, Inc., Nugen Energy LLC, 27283 447Th Ave., Marion, SD 57043-5100 | | | 30,160,219 | | | 5.58% | | Select | | Horseshoe RE II Limited, Nectaris RE CF5300 | | | 29,715,044 | | | 5.50% | Goldman Sachs Financial Square Treasury Obligations Fund | | Administration | | Reliance trust Co., Attn: Joe White, PO Box 78446, Atlanta, GA 30357 | | | 461,299,310 | | | 21.11% | | Administration | | MSCS Financial Services, LLC, Statevest & Co., PO Box 2499, Brattleboro, VT 05303-2499 | | | 402,999,782 | | | 18.44% | | Administration | | Hanco, C/O Hancock Whitney Bank Trust Div, 2285 Lakeshore Dr., Bldg 4, New Orleans, LA 70122-3533 | | | 394,265,931 | | | 18.04% | | Administration | | MSCS Financial Services, LLC, Fulton Financial Advisors, 1 Penn Sq, Ste 1, Lancaster, PA 17602-2853 | | | 209,929,105 | | | 9.61% | | Capital | | TD Banknorth NA, Attn: Deposit Accounting ME091-31N, PO Box 1377, Lewiston, ME 04243-1377 | | | 580,432,154 | | | 62.52% |
D-31
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Capital | | Goldman Sachs & Co. LLC, FBO AVNJ, 30 Hudson St. Fl 5, Jersey City, NJ 073024699 | | | 108,531,102 | | | 11.69% | | Capital | | Commerce Bank – Lenexa, Construction Industry Laborers Pension Fund, Attn: Sandy Bell-Holladay, PO Box 909500, Kansas City, MO 64190-9500 | | | 69,202,451 | | | 7.45% | | Cash Management | | Pershing LLC, FBO Customers | | | 11,427,982 | | | 97.07% | | Institutional | | Hare & Co. | | | 4,651,307,035 | | | 13.88% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 3,973,137,550 | | | 11.85% | | Institutional | | Wells Fargo Bank NA | | | 2,474,967,587 | | | 7.38% | | Institutional | | Band & CO Institutional Trust, C/O US Bank NA, 1555 N Rivercenter Dr. Ste 203, Milwaukee, WI 532123958 | | | 1,793,564,361 | | | 5.35% | | Service | | SEI Private Trust Company, C/O Regions Bank | | | 704,951,576 | | | 44.24% | | Service | | MSCS Financial Services, LLC, Statevest & Co., PO Box 2499, Brattleboro, VT 05303-2499 | | | 316,786,303 | | | 19.88% | | Service | | Hare & Co. | | | 177,194,213 | | | 11.12% | | Service | | BBC Partnership, 1401 Avenue Q, Lubbock, Texas 79401-3819 | | | 142,825,849 | | | 8.96% | | Preferred | | M&T Bank, Tice & Co., C/O M&T Trust Co, PO Box 1377, Buffalo, NY 14240-1377 | | | 494,402,055 | | | 51.86% | | Preferred | | Pershing LLC, PO Box 2052 | | | 240,560,253 | | | 25.23% | | Preferred | | BBC Partnership, 1401 Avenue Q, Lubbock, Texas 79401-3819 | | | 87,306,616 | | | 9.16% | | Preferred | | Union Bank & Trust, Co., Industricorp & Co. C/O Trust Operations, 312 Central Ave. SE, Ste. 200, Minneaspolis, MN 55414-1025 | | | 51,933,751 | | | 5.45% | | Premier | | Commerce Bank – Lenexa, Cement Masons and Plasterers Local, 518 Health Care Fund Holding Acct., PO Box 26237, Salt Lake City, UT 84126-0237 | | | 2,247,942 | | | 19.19% | | Premier | | Commerce Bank – Lenexa, Class Ltd., Attn: Cyndie Howell, 1200 Merle Evans Dr., PO Box 266, Columbus, KS 66725-0266 | | | 1,870,907 | | | 15.97% | | Premier | | Commerce Bank – Lenexa, Oklahoma Center for Nonprofits Inc., Attn: Marion Taylor President, 720 W Wilshire Blvd., Ste 115, Oklahoma City, OK 73116-7737 | | | 882,255 | | | 7.53% |
D-32
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Premier | | Commerce Bank – Lenexa, Construction and General Laborers Local 264, Attn: Reggie Thomas, 1101 East 87th St., Kansas City, MO 64131-3099 | | | 878,445 | | | 7.50% | | Premier | | Commerce Bank – Lenexa, KC Cement Masons Pension Fund, Admin Account, Attn: Dawnette Butterworth, PO Box 26237, Salt Lake City, UT 84126-0237 | | | 816,155 | | | 6.97% | | Premier | | Commerce Bank – SE MO, The Oasis Institute, Attn: Marcia Kerz, 11780 Borman Dr., Saint Louis, MO 63146-4135 | | | 804,359 | | | 6.87% | | Resource | | Delaware Trust Company, CSC Trust Company of Delaware, 251 Little Falls Dr., Wilmington, DE 19808-1674 | | | 11,154,124 | | | 99.99% | | Select | | BOKF, NA., Texas Oncology PA, Attn: Jason Shook, 12221 Merit Dr., Ste 500, Dallas, Tx 75251-3100 | | | 38,245,356 | | | 61.15% | | Select | | BOKF, NA., Otoe-Missouria Tribe, 8151 Highway 177, Red Rock, OK 74651-0348 | | | 10,204,318 | | | 16.32% | | Select | | JPMorgan Chase Bank NA, FBO its Customers, Third Party TS Link, 10410 Highland Manor Dr., Fl 3, Tampa, FL 33610-9128 | | | 5,000,000 | | | 7.99% | Goldman Sachs Financial Square Treasury Solutions Fund | | Administration | | First Hawaiian Bank, Attn: Wealth Management, 999 Bishop St., Fl 3, Honolulu, HI 96813-4424 | | | 240,683,235 | | | 34.64% | | Administration | | Jefferies LLC, FBO Cota Growth Fund LP, 101 Hudson, St., Fl 11, Jersey City, NJ 07302-3915 | | | 73,600,168 | | | 10.59% | | Administration | | Jefferies LLC, FBO Venrock Healthcare Capital, 101 Hudson, St., Fl 11, Jersey City, NJ 07302-3915 | | | 72,485,417 | | | 10.43% | | Administration | | The Oakmark Funds, Attn: Mutual Fund Operations, C/O Harris Associates, 111 S. Wacker Dr., Ste. 4600, Chicago, IL 60606-4319 | | | 61,012,308 | | | 8.78% | | Administration | | Mori & Co, Commerce Bank of Kansas City, Attn: Trust Operations, 911 Main St., Ste 201, Kansas City, MO 64105-5304 | | | 35,935,973 | | | 5.17% | | Capital | | Commerce Bank – Lenexa, BDK LLP, Main Firm Account, Attn: Betty Hunter, PO Box 1900, Springfield, MO 65801-1900 | | | 49,445,532 | | | 29.82% | | Capital | | Commerce Bank – Lenexa, IPHFHA, Ad Comm, Attn: Dana Carr, 7829 E Rockhill St., Ste 201, Wichita, KS 67206-3918 | | | 18,375,883 | | | 11.08% |
D-33
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Capital | | Commerce Bank – Lenexa, Ridewell Corporation, Attn: Steve Montgomery, PO Box 4586, Springfield, MO 65808-4586 | | | 12,025,554 | | | 7.25% | | Capital | | Commerce Bank – Lenexa, BKD Capital Advisors LLC, Attn: Betty Hunter Controller, 910 E Saint Louis St., Ste 400, Springfield, MO 65806-2570 | | | 9,006,019 | | | 5.43% | | Cash Management | | MSCS Financial Services, LLC, Statevest & Co., PO Box 2499, Brattleboro, VT 05303-2499 | | | 236,841,007 | | | 96.60% | | Institutional | | Goldman Sachs & Co, 295 Chipeta Way, Fl 4, Salt Lake City, UT 84108-1285 | | | 3,039,092,034 | | | 23.10% | | Institutional | | Hare & Co. | | | 1,007,931,714 | | | 7.66% | | Institutional | | Purdue Pharma, LP, Attn: Accounting Service, 1 Stamford Forum, Stamford, CT 06901-3516 | | | 939,003,655 | | | 7.14% | | Institutional | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 735,264,634 | | | 5.59% | | Service | | Flagstar Bank NA, 1400 Broadway, Fl 6, New York, NY 10018-0728 | | | 101,509,083 | | | 43.09% | | Service | | Mori & Co. | | | 6,892,249 | | | 12.87% | | Service | | Haws & Co., 6295 Greenwood Plaza Blvd., Greenwood Vlg., CO 80111-4908 | | | 26,326,795 | | | 11.18% | | Service | | MidAmerica National Bank, Po Box 1300, Macomb, IL 61455-5600 | | | 20,214,447 | | | 8.58% | | Preferred | | Pershing LLC, FBO Customers | | | 37,167,637 | | | 69.41% | | Preferred | | Band & CO Institutional Trust, C/O US Bank NA, 1555 N Rivercenter Dr. Ste 203, Milwaukee, WI 532123958 | | | 9,172,434 | | | 17.13% | | Preferred | | Mori & Co, Commerce Bank of Kansas City, Attn: Trust Operations, 911 Main St., Ste 201, Kansas City, MO 64105-5304 | | | 6,892,249 | | | 12.87% | Goldman Sachs Flexible Cap Fund | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 592,045 | | | 49.39% | | Class A | | Edward D. Jones & Co. | | | 180,636 | | | 15.07% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 81,934 | | | 6.83% | | Class C | | Pershing LLC, PO Box 2052 | | | 27,846 | | | 32.82% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 26,792 | | | 31.58% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 10,930 | | | 12.88% | | Class C | | LPL Financial | | | 6,663 | | | 7.85% | | Class C | | American Enterprise Investment SVC | | | 6,497 | | | 7.66% |
D-34
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 474,316 | | | 66.47% | | Institutional | | RBC Capital Markets Corporation | | | 87,366 | | | 12.24% | | Institutional | | TD Ameritrade Clearing Inc. | | | 42,367 | | | 5.94% | | Investor | | LPL Financial | | | 177,326 | | | 74.28% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 45,088 | | | 18.89% | | Investor | | American Enterprise Investment SVC | | | 13,305 | | | 5.57% | | Class R | | National Financial Services LLC, FIIOC FBO, Vergason Technology Inc., Retirement Plan, 100 Magellan way (KW1C), Covington , KY 41015-1987 | | | 6,835 | | | 87.86% | | Class R | | GSAM Holdings LLC Seed Account | | | 712 | | | 9.15% | | Class R6 | | Edward D. Jones & Co. | | | 271,352 | | | 99.48% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 1,310,129 | | | 94.13% | | Class P | | JP Morgan Securities, LLC, FEBO Customers, Mutual Fund Dept. | | | 80,608 | | | 5.79% | Goldman Sachs Focused Value Fund | | Class A | | Pershing LLC, PO Box 2052 | | | 24,993 | | | 83.36% | | Class A | | Cadaret Grant & Co. Inc., Theresa M. Manzuk Cust., FBO Ella T. Amarante Utma NY, 9703 Versailles Rd., Angola, NY 14006-9519 | | | 1,517 | | | 5.06% | | Class C | | Pershing LLC, PO Box 2052 | | | 15,282 | | | 93.57% | | Class C | | GSAM Holdings LLC Seed Account | | | 1,050 | | | 6.43% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 143,126 | | | 84.74% | | Investor | | GSAM Holdings LLC Seed Account | | | 1,049 | | | 100.00% | | Class R | | Oppenheimer & Co. Inc., FBO Raymond Wrobleski CPA PS Plan, Raymond F Wrobleski TTEE, 116 Kingsbury Rd., Garden City, NY 11530-3110 | | | 2,390 | | | 69.49% | | Class R | | GSAM Holdings LLC Seed Account | | | 1,049 | | | 30.51% | | Class R6 | | GSAM Holdings LLC Seed Account | | | 1,053 | | | 100.00% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 3,277,776 | | | 99.65% | Goldman Sachs Global Core Fixed Income Fund | | Class A | | Edward D. Jones & Co. | | | 458,127 | | | 18.43% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 411,772 | | | 16.56% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 340,870 | | | 13.71% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 305,428 | | | 12.28% | | Class A | | American Enterprise Investment SVC | | | 169,806 | | | 6.83% |
D-35
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 27,470 | | | 20.00% | | Class C | | American Enterprise Investment SVC | | | 27,273 | | | 19.86% | | Class C | | UBS WM USA | | | 15,224 | | | 11.09% | | Class C | | Pershing LLC, PO Box 2052 | | | 11,807 | | | 8.60% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 10,480 | | | 7.63% | | Class C | | LPL Financial | | | 9,554 | | | 6.96% | | Class C | | Acensus Trust Company FBO, Seoil USA Industrial, Inc. 401(K) P 590757 | | | 7,810 | | | 5.69% | | Class C | | Principal Securities Inc. | | | 7,080 | | | 5.16% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 11,529,250 | | | 62.46% | | Institutional | | Pershing LLC, PO Box 2052 | | | 2,889,680 | | | 15.66% | | Institutional | | Charles Schwab & CO. | | | 1,485,434 | | | 8.05% | | Investor | | American Enterprise Investment SVC | | | 1,985,629 | | | 49.89% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 1,036,586 | | | 26.04% | | Investor | | LPL Financial | | | 520,211 | | | 13.07% | | Class R6 | | Goldman Sachs Trust, GS Balanced Strategy Portfolio | | | 13,971,352 | | | 51.51% | | Class R6 | | Goldman Sachs Trust, GS Growth and Income Strategy Portfolio | | | 10,855,031 | | | 40.02% | | Service | | Principal Securities Inc. | | | 38,339 | | | 97.12% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 653,766 | | | 99.85% | Goldman Sachs Global Infrastructure Fund | | Class A | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 6,825 | | | 36.35% | | Class A | | Goldman Sachs Direct Accts., Ascensus Trust Company, FBO Alpha Business Solutions 687427, PO Box 10758, Fargo, ND 58106-0758 | | | 3,537 | | | 18.84% | | Class A | | Pershing LLC, PO Box 2052 | | | 1,981 | | | 10.55% | | Class A | | JP Morgan Securities LLC, FEBO Customers, Mutual Fund Dept. | | | 1,950 | | | 10.39% | | Class A | | Royal Alliance, UMB Bank NA, Cust Roth IRA FBO David S Phillip, 24944 W Lake Forrest Ln, Shorewood, IL 60404-8212 | | | 1,111 | | | 5.92% | | Class A | | Lincoln Financial Advisors, UMB Bank NA, Cust IRA FBO, Perli Lubelski, 33 Dubon Ct., Ste A, Farmingdale, NY 11735-1074 | | | 1,011 | | | 5.38% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 21,482 | | | 83.35% |
D-36
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class C | | Pershing LLC, PO Box 2052 | | | 2,740 | | | 10.63% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 555,100 | | | 89.84% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 130,215 | | | 97.81% | | Class R6 | | Goldman Sachs & Co LLC, GS Tax-Adv Global Equity Portfolio, C/O Fund Management, 200 West St., 37th Floor, New York, NY 10282-2102 | | | 582,823 | | | 6.80% | | Class R6 | | Goldman Sachs & Co LLC, GS Tax-Adv Global Equity Portfolio, C/O Fund Management, 200 West St., 37th Floor, New York, NY 10282-2102 | | | 4,769,734 | | | 55.66% | | Class R6 | | Goldman Sachs Trust, GS Satellite Strategies Portfolio | | | 1,081,316 | | | 12.62% | | Class R6 | | Goldman Sachs Trust, GS Growth Strategy Portfolio | | | 677,959 | | | 7.91% | | Class R6 | | Goldman Sachs Trust, GS Growth and Income Strategy Portfolio | | | 672,208 | | | 7.84% | | Class R6 | | Goldman Sachs & Co LLC, GS Enhanced Div Global EQ Portfolio, C/O Fund Management, 200 West St., 37th Floor, New York, NY 10282-2102 | | | 582,823 | | | 6.80% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 8,205,012 | | | 99.77% | Goldman Sachs Global Managed Beta Fund | | Institutional | | Goldman Sachs Asset Management LP, Christian School Pension TR Fund, 2969 Prairie St. SW, Ste 102, Grandville, MI 49418-2008 | | | 22,895,050 | | | 14.33% | | Institutional | | Goldman Sachs Asset Management LP, Sprint Master Trust, 6200 Sprint Pkwy # HF0202-2BDTX, Overland Park, KS 66251-6117 | | | 15,600,795 | | | 9.77% | | Institutional | | Goldman Sachs Asset Management LP, KPMG Pension Plan, 3 Chestnut Ridge Rd., Montvale, NJ 07645-1842 | | | 11,454,775 | | | 7.17% | | Institutional | | Goldman Sachs Direct Accts., Mac & Co A/C 47034, FBO GS 529 Plan, Mutual Fund Operations, 500 Grant Street, Room 151-1010, Pittsburgh, PA 15219-2502 | | | 8,148,296 | | | 5.10% | | Institutional | | Goldman Sachs Asset Management LP, Christian School Pension TR Fund, 2969 Prairie St. SW, Ste 102, Grandville, MI 49418-2008 | | | 22,895,050 | | | 14.33% | Goldman Sachs Global Real Estate Securities Fund | | Class A | | Edward D. Jones & Co. | | | 27,611 | | | 22.42% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 19,334 | | | 15.70% |
D-37
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class A | | MSCS Financial Services, LLC, Advisor Trust, Inc., Cayman’s Clothiers, Inc. 401K Plan, 717 17th St., Ste 1300, Denver, CO 80202-3304 | | | 12,044 | | | 9.78% | | Class A | | Commonwealth Annuity & Life, Annuity Co to Commonwealth Annuity and Life Ins Co. | | | 11,519 | | | 9.35% | | Class A | | TD Ameritrade Clearing Inc. | | | 7,702 | | | 6.25% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 7,437 | | | 6.04% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 6,510 | | | 5.29% | | Class C | | GSAM Holdings LLC Seed Account | | | 3,071 | | | 54.19% | | Class C | | TD Ameritrade Clearing Inc. | | | 2,080 | | | 36.71% | | Class C | | Goldman Sachs Direct Ex DLR Accts, UMB Bank NA, Cust Roth IRA FBO Kristine M. Sierakowski, 2720 White Barn Rd., Aurora, IL 60502-6332 | | | 516 | | | 9.10% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 40,917 | | | 32.82% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 27,285 | | | 21.89% | | Institutional | | GSAM Holdings LLC Comp Hedge, Attn IMD-INDA-SAOS-2021 | | | 12,218 | | | 9.80% | | Institutional | | GSAM Holdings LLC Comp Hedge, Attn IMD-INDA-SAOS-2020 | | | 12,163 | | | 9.76% | | Institutional | | GSAM Holdings LLC Comp Hedge, Attn IMD-INDA-SAOS-2022 | | | 9,136 | | | 7.33% | | Institutional | | GSAM Holdings LLC Comp Hedge, Attn IMD-INDA-SAOS-2023 | | | 7,578 | | | 6.08% | | Investor | | LPL Financial | | | 17,342 | | | 70.72% | | Investor | | GSAM Holdings LLC Seed Account | | | 3,294 | | | 13.43% | | Investor | | MSCS Financial Services, LLC, Advisor Trust, Inc., Graham and Jensen, LLP, 717 17th St., Ste 1300, Denver, CO 80202-3304 | | | 2,727 | | | 11.12% | | Class R6 | | Goldman Sachs Trust, GS Tax-Advantaged Global Equity Portfolio | | | 6,487,768 | | | 81.64% | | Class R6 | | Goldman Sachs & Co LLC, GS Enhanced Div Global EQ Portfolio, C/O Fund Management, 200 West St., 37th Floor, New York, NY 10282-2102 | | | 802,321 | | | 10.10% | | Class R6 | | Goldman Sachs Trust, GS Satellite Strategies Portfolio | | | 479,951 | | | 6.04% |
D-38
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | Goldman Sachs Government Income Fund | | Class A | | Hartford Life Insurance Company | | | 637,265 | | | 18.84% | | Class A | | Edward D. Jones & Co. | | | 299,634 | | | 8.86% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 195,560 | | | 5.78% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 25,696 | | | 43.86% | | Class C | | American Enterprise Investment SVC | | | 4,980 | | | 8.50% | | Class C | | Principal Securities Inc. | | | 3,838 | | | 6.55% | | Class C | | Mid Atlantic Trust Company | | | 3,012 | | | 5.14% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 530,091 | | | 16.11% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 419,858 | | | 12.76% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 413,280 | | | 12.56% | | Institutional | | Principal Securities Inc. | | | 364,958 | | | 11.09% | | Institutional | | Reliance trust Co., BBL Companies, 201 17th St. NW< Ste 1000, Atlanta, GA 30363-1195 | | | 269,220 | | | 8.18% | | Institutional | | TIAA Trust, N.A. as CUST/TTEE of Retirement Plans Recordkept by TIAA, Attn: Fund Operations, 8500 Andrew Carnegie Blvd., Charlotte, NC 28262-5800 | | | 249,304 | | | 7.58% | | Institutional | | Reliance trust Co., Pentegra Omnibus, 201 17th St. NW< Ste 1000, Atlanta, GA 30363-1195 | | | 197,425 | | | 6.00% | | Service | | Security Benefit Life Insurance Co., UMB Bank NA, FBO Fiduciary for Tax Deferred Accts., 1 SW Security Benefit Pl., Topeka, KS 66636-1000 | | | 792,543 | | | 49.23% | | Investor | | American Enterprise Investment SVC | | | 1,055,611 | | | 92.11% | | Class R | | Hartford Life Insurance Company | | | 521,336 | | | 71.06% | | Class R | | GWFS Equities Inc., Empower Trust, FBO Empower Benefit Grand Fathered Plan | | | 153,158 | | | 20.88% | | Class R | | GWFS Equities Inc., Massachusetts Mutual Life Insurance, 1295 State Street, MIP M200-INVST, Springfield, MA 01111-0001 | | | 41,791 | | | 5.70% | | Class R6 | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 97,862 | | | 18.33% | | Class R6 | | Empower Financial Services, Inc. | | | 130,412 | | | 24.43% |
D-39
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class R6 | | Hartford Life Insurance Company, The Hartford, 1 Hartford Plz., Hartford, CT 06155-0001 | | | 61,517 | | | 11.52% | | Class R6 | | Mid Atlantic Trust Company | | | 54,339 | | | 10.18% | | Class R6 | | Edward D. Jones & Co. | | | 52,029 | | | 9.75% | | Class R6 | | MSCS Financial Services, LLC, Matrix Trust Company as Agent for Newport Trust Company, Medallion Instrumentation Systems, LLC Employee 401K Plan, 35 Iron Point Circle, Suite 330, Folsom, CA 95630-8589 | | | 34,952 | | | 6.55% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 579,853 | | | 99.86% | Goldman Sachs Growth and Income Strategy Portfolio | | Class A | | Edward D. Jones & Co. | | | 6,057,892 | | | 36.01% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 1,566,537 | | | 9.31% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 1,028,234 | | | 6.11% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 981,274 | | | 5.83% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 92,217 | | | 19.75% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 23,354 | | | 5.00% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 22,146,963 | | | 95.33% | | Service | | TCA Trustcorp America | | | 110,486 | | | 84.31% | | Service | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 14,762 | | | 11.26% | | Investor | | LPL Financial | | | 162,974 | | | 28.36% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 133,881 | | | 23.30% | | Investor | | American Enterprise Investment SVC | | | 57,340 | | | 9.98% | | Class R | | State Street Bank and TR TTEE/Cust | | | 283,970 | | | 95.81% | | Class R6 | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 47,131 | | | 30.29% | | Class R6 | | State Street Bank and Trust as Trustee and/or Custodian | | | 32,199 | | | 20.69% | | Class R6 | | Devenir LLC, Matirx Trust Company Cust. FBO HAS Bank – HSG, 717 17th Street, Suite 1300, Denver, CO 80202-3304 | | | 27,798 | | | 17.86% |
D-40
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class R6 | | MSCS Financial Services LLC, Matrix Trust Company agent for TRP RPS RK FBO 401K, GARvin Construction Products, 300 Mystic Ave, Medford, MA 02155-6305 | | | 23,297 | | | 14.97% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 16,413,383 | | | 98.74% | Goldman Sachs Growth Strategy Portfolio | | Class A | | Edward D. Jones & Co. | | | 3,460,879 | | | 18.70% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 1,938,185 | | | 10.47% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 1,409,254 | | | 7.62% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 1,380,571 | | | 7.46% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 1,287,903 | | | 6.96% | | Class A | | American Enterprise Investment SVC | | | 1,085,525 | | | 5.87% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 175,805 | | | 22.62% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 92,667 | | | 11.92% | | Class C | | RBC Capital Markets Corporation | | | 47,335 | | | 6.09% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 10,328,311 | | | 86.22% | | Service | | TCA Trustcorp America | | | 78,910 | | | 57.59% | | Service | | American United Life Insurance Co | | | 33,691 | | | 24.59% | | Service | | American United Life Insurance Co | | | 10,801 | | | 7.88% | | Service | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 6,985 | | | 5.10% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 455,939 | | | 44.24% | | Investor | | American Enterprise Investment SVC | | | 324,264 | | | 31.46% | | Investor | | LPL Financial | | | 151,902 | | | 14.74% | | Investor | | State Street Bank and TR TTEE/Cust | | | 85,297 | | | 8.28% | | Class R | | State Street Bank and TR TTEE/Cust | | | 311,011 | | | 84.86% | | Class R6 | | Voya Financial Partners, LLC, Voya Institutional Trust Company, 1 Orange Way, Windsor, CT 06095-4773 | | | 105,772 | | | 23.05% | | Class R6 | | State Street Bank and Trust as Trustee and/or Custodian | | | 104,498 | | | 22.78% | | Class R6 | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 78,393 | | | 17.09% |
D-41
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class R6 | | Voya Financial Partners, LLC, Voya Retirement Insurance And | | | 55,977 | | | 12.20% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 14,889,787 | | | 99.71% | Goldman Sachs High Yield Floating Rate Fund | | Class A | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 138,908 | | | 34.39% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 113,639 | | | 28.14% | | Class A | | Pershing LLC | | | 41,751 | | | 10.34% | | Class A | | American Enterprise Investment SVC | | | 33,395 | | | 8.27% | | Class C | | Pershing LLC, PO Box 2052 | | | 30,931 | | | 39.99% | | Class C | | RBC Capital Markets Corporation | | | 18,969 | | | 24.53% | | Class C | | Stifel Nicolaus & Co | | | 11,911 | | | 15.40% | | Class C | | LPL Financial | | | 6,734 | | | 8.71% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 5,317 | | | 6.88% | | Class R | | GSAM Holdings LLC Seed Account | | | 1,603 | | | 5.32% | | Class R | | Empower Trust FBO | | | 5,625 | | | 18.66% | | Class R | | Anthony Siracusa & Maureen Siracusa | | | 22,639 | | | 75.10% | | Class R6 | | State Street Bank and Trust as Trustee and/or Custodian | | | 231,931 | | | 11.64% | | Class R6 | | Voya Financial Partners, LLC | | | 538,794 | | | 27.05% | | Class R6 | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 967,195 | | | 48.55% | | Class R6 | | Voya Financial Partners, LLC | | | 252,786 | | | 12.69% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 12,320,090 | | | 84.38% | | Institutional | | Charles Schwab & Co Inc | | | 1,589,218 | | | 10.88% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 537,824 | | | 70.99% | | Investor | | LPL Financial | | | 122,209 | | | 16.13% | | Investor | | American Enterprise Investment SVC | | | 90,670 | | | 11.97% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 221,140,125 | | | 99.85% | Goldman Sachs High Yield Fund | | Class A | | Edward D. Jones & Co. | | | 3,865,843 | | | 23.07% | | Class A | | Pershing LLC, PO Box 2052 | | | 1,375,037 | | | 8.20% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 1,330,611 | | | 7.94% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 1,154,839 | | | 6.89% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 916,104 | | | 5.47% | | Class A | | American Enterprise Investment SVC | | | 861,591 | | | 5.14% |
D-42
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 147,120 | | | 22.90% | | Class C | | Pershing LLC, PO Box 2052 | | | 86,271 | | | 13.43% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 76,001 | | | 11.83% | | Class C | | LPL Financial | | | 55,761 | | | 8.68% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 51,708 | | | 8.05% | | Class C | | American Enterprise Investment SVC | | | 48,373 | | | 7.53% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 12,698,478 | | | 41.07% | | Institutional | | Factory Mutual Insurance Company | | | 7,090,767 | | | 22.93% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 873,916 | | | 59.03% | | Investor | | LPL Financial | | | 423,488 | | | 28.60% | | Investor | | American Enterprise Investment SVC | | | 93,372 | | | 6.31% | | Class R | | Hartford Life Insurance Company | | | 519,132 | | | 69.02% | | Class R | | GWFS Equities Inc., Massachusetts Mutual Life Insurance, 1295 State St., MIP M200-INVST, Springfield, MA 01111-0001 | | | 110,868 | | | 14.74% | | Class R | | GWFS Equities Inc., Empower Trust, FBO Empower Benefit Grand Fathered Plane | | | 68,000 | | | 9.04% | Goldman Sachs High Yield Municipal Fund | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 7,209,052 | | | 15.04% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 7,169,007 | | | 14.96% | | Class A | | Edward D Jones & Co | | | 5,267,639 | | | 10.99% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 4,935,522 | | | 10.30% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 4,907,119 | | | 10.24% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 3,593,705 | | | 7.50% | | Class A | | Pershing LLC, PO Box 2052 | | | 2,742,864 | | | 5.72% | | Class A | | LPL Financial | | | 2,675,793 | | | 5.58% | | Class A | | American Enterprise Investment SVC | | | 2,614,914 | | | 5.46% | | Class A | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 2,555,262 | | | 5.33% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 1,939,884 | | | 30.33% |
D-43
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 631,037 | | | 9.87% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 627,965 | | | 9.82% | | Class C | | American Enterprise Investment SVC | | | 624,740 | | | 9.77% | | Class C | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 528,212 | | | 8.26% | | Class C | | LPL Financial | | | 514,964 | | | 8.05% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 50,001,108 | | | 26.61% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 30,645,202 | | | 16.31% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 19,243,552 | | | 10.24% | | Institutional | | Pershing LLC, PO Box 2052 | | | 18,495,476 | | | 9.84% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 15,896,912 | | | 8.46% | | Institutional | | MSCS Financial Services LLC, Zions First National Bank, PO Box 30880, Salt Lake City, UT 84130-0880 | | | 10,767,564 | | | 5.73% | | Institutional | | UBS WM USA | | | 3,192,488 | | | 5.08% | | Service | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 331,772 | | | 46.65% | | Service | | Hartford Life Insurance Company | | | 283,395 | | | 39.85% | | Service | | Empower Trust FBO | | | 52,637 | | | 7.40% | | Investor | | American Enterprise Investment SVC | | | 22,719,683 | | | 36.15% | | Investor | | LPL Financial | | | 19,254,870 | | | 30.64% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 14,939,999 | | | 23.77% | | Investor | | Pershing LLC, PO Box 2052 | | | 3,192,488 | | | 5.08% | | Class R6 | | JP Morgan Securities, LLC, FEBO Customers, Mutual Fund Dept. | | | 1,123,344 | | | 56.07% | | Class R6 | | Edward D. Jones & Co. | | | 753,650 | | | 37.62% | | Class R6 | | Vallee & CO FBO 50 | | | 124,942 | | | 6.24% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 761,121,308 | | | 99.30% | Goldman Sachs Income Builder Fund | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 4,260,608 | | | 17.36% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 3,334,135 | | | 13.58% | | Class A | | Edward D. Jones & Co. | | | 3,122,608 | | | 12.72% | | Class A | | American Enterprise Investment SVC | | | 2,685,684 | | | 10.94% |
D-44
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 2,399,674 | | | 9.77% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 2,163,731 | | | 8.81% | | Class A | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 1,341,385 | | | 5.46% | | Class A | | LPL Financial | | | 1,261,021 | | | 5.14% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 3,480,770 | | | 37.89% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 1,215,405 | | | 13.23% | | Class C | | American Enterprise Investment SVC | | | 1,043,273 | | | 11.36% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 655,891 | | | 7.14% | | Class C | | LPL Financial | | | 587,772 | | | 6.40% | | Class C | | Pershing LLC, PO Box 2052 | | | 587,200 | | | 6.39% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 8,540,328 | | | 19.78% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 7,298,461 | | | 16.91% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 6,979,384 | | | 16.17% | | Institutional | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 6,296,689 | | | 14.59% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 2,501,565 | | | 5.79% | | Institutional | | UBS WM USA | | | 2,417,988 | | | 5.60% | | Institutional | | Pershing LLC, PO Box 2052 | | | 2,201,704 | | | 5.10% | | Investor | | American Enterprise Investment SVC | | | 7,981,350 | | | 47.08% | | Investor | | LPL Financial | | | 4,687,699 | | | 27.65% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 3,794,299 | | | 22.38% | | Class R6 | | Edward D. Jones & Co. | | | 1,307,714 | | | 75.01% | | Class R6 | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 283,506 | | | 16.26% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 1,401,219 | | | 99.96% | Goldman Sachs Income Fund | | Class A | | RBC Capital Markets Corporation | | | 31,422 | | | 40.17% | | Class A | | Pershing LLC, PO Box 2052 | | | 17,118 | | | 21.88% |
D-45
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class A | | American Enterprise Investment SVC | | | 11,970 | | | 15.30% | | Class A | | GSAM Holdings LLC Seed Account | | | 5,979 | | | 7.64% | | Class A | | LPL Financial | | | 4,702 | | | 6.01% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 4,522 | | | 5.78% | | Class C | | American Enterprise Investment SVC | | | 18,847 | | | 47.63% | | Class C | | Pershing LLC, PO Box 2052 | | | 14,904 | | | 37.66% | | Class C | | GSAM Holdings LLC Seed Account | | | 5,821 | | | 14.71% | | Institutional | | GSAM Holdings LLC Seed Account | | | 1,182,149 | | | 76.43% | | Institutional | | GSAM Holdings LLC Comp Hedge, Attn IMD-INDA-SAOS-2021 | | | 137,310 | | | 8.88% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 201,900 | | | 48.47% | | Investor | | LPL Financial | | | 170,530 | | | 40.94% | | Investor | | American Enterprise Investment SVC | | | 38,058 | | | 9.14% | | Class R6 | | GSAM Holdings LLC Seed Account | | | 6,052 | | | 100.00% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 5,358,498 | | | 99.88% | Goldman Sachs Inflation Protected Securities Fund | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 829,384 | | | 21.14% | | Class A | | Edward D. Jones & Co. | | | 748,309 | | | 19.07% | | Class A | | State Street Bank and TR TTEE/Cust | | | 603,233 | | | 15.37% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 94,596 | | | 27.90% | | Class C | | Pershing LLC, PO Box 2052 | | | 87,072 | | | 25.68% | | Class C | | LPL Financial | | | 48,470 | | | 14.30% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 45,889 | | | 13.53% | | Class C | | American Enterprise Investment SVC | | | 33,833 | | | 9.98% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 2,162,811 | | | 28.67% | | Institutional | | Reliance trust Co., Huntington National Bank, PO Box 78446, Atlanta, GA 30357 | | | 745,949 | | | 9.89% | | Institutional | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 645,374 | | | 8.56% | | Institutional | | MSCS Financial Services LLC, Matrix Cash Reinv 03, 42 McClurg, Rd., Youngstown, OH 44512-6700 | | | 536,064 | | | 7.11% | | Institutional | | UBS WM USA | | | 518,579 | | | 6.88% | | Investor | | American Enterprise Investment SVC | | | 990,499 | | | 32.93% |
D-46
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Investor | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 715,298 | | | 23.78% | | Investor | | LPL Financial | | | 643,372 | | | 21.39% | | Investor | | MSCS Financial Services, LLC, Matrix Trust Company as Agent for Newport Trust Company, Texas Roadhouse Management Corp Def., 35 Iron Point Circle, Suite 330, Folsom, CA 95630-8589 | | | 363,860 | | | 12.10% | | Class R6 | | State Street Bank and Trust as Trustee and/or Custodian | | | 5,487,436 | | | 39.23% | | Class R6 | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 2,999,330 | | | 21.44% | | Class R6 | | Edward D. Jones & Co. | | | 1,829,474 | | | 13.08% | | Class R6 | | Goldman Sachs Trust, GS Satellite Strategies Portfolio | | | 931,271 | | | 6.66% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 2,082,018 | | | 99.93% | Goldman Sachs International Equity Dividend and Premium Fund | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 49,906 | | | 20.19% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 30,360 | | | 12.28% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 26,465 | | | 10.71% | | Class A | | American Enterprise Investment SVC | | | 26,413 | | | 10.69% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 18,865 | | | 7.63% | | Class A | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 16,767 | | | 6.78% | | Class A | | LPL Financial | | | 16,058 | | | 6.50% | | Class A | | Lincoln Investment Planning, Lincoln Investment Planning LLC, FBO Lincoln Customers, 601 Office Center Dr., Ste 300, Ft. Washington, PA 19034-3275% | | | 14,282 | | | 5.78% | | Class A | | Ausdal Financial Partners, Inc., UMB Bank NA, 36360 Woodward Ave., Bloomfield, MI 48304-0905 | | | 12,402 | | | 5.02% | | Class C | | LPL Financial | | | 5,678 | | | 22.45% | | Class C | | Acensus Trust Company FBO, Dr. Jason M. Cohen 401(K) 214194 | | | 5,277 | | | 20.86% | | Class C | | Stifel Nicolaus & Co. | | | 4,532 | | | 17.92% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 3,636 | | | 14.37% |
D-47
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class C | | Lincoln Investment Planning, UMB Bank, NA C/F, Kevin T, Kester, IRA, 330 Cocoa Ave, Hershey, PA 17033-1429 | | | 2,190 | | | 8.66% | | Class C | | Pershing LLC, PO Box 2052 | | | 1,885 | | | 7.45% | | Institutional | | MSCS Financial Services LLC, SEI Private Trust Company, C/O First Horizon ID 683, 1 Freedom Valley Dr., Oaks, PA 19456-9989 | | | 184,779 | | | 28.96% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 178,298 | | | 27.94% | | Institutional | | MSCS Financial Services LLC, Mori & Co., 922 Walnut St., Mailstop TBTS 2, Kansas City, MO 64106-1802 | | | 67,944 | | | 10.65% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 38,771 | | | 6.08% | | Investor | | LPL Financial | | | 100,367 | | | 35.88% | | Investor | | American Enterprise Investment SVC | | | 100,075 | | | 35.78% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 78,715 | | | 28.14% | | Class R6 | | Goldman Sachs & Co LLC, GS Enhanced Div Global EQ Portfolio, C/O Fund Management, 200 West St., 37th Floor, New York, NY 10282-2102 | | | 11,024,255 | | | 99.97% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 9,693,383 | | | 98.65% | Goldman Sachs International Equity ESG Fund | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 1,153,049 | | | 25.39% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 764,336 | | | 16.83% | | Class A | | Edward D. Jones & Co. | | | 547,917 | | | 12.07% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 441,944 | | | 9.73% | | Class A | | TD Ameritrade Clearing Inc. | | | 269,421 | | | 5.93% | | Class C | | UBS WM USA | | | 85,786 | | | 23.53% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 45,111 | | | 12.37% | | Class C | | Stifel Nicolaus & Co. | | | 30,380 | | | 8.33% | | Class C | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 30,216 | | | 8.29% | | Class C | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 30,194 | | | 8.28% |
D-48
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class C | | American Enterprise Investment SVC | | | 28,642 | | | 7.86% | | Class C | | LPL Financial | | | 21,727 | | | 5.96% | | Institutional | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 5,762,885 | | | 30.14% | | Institutional | | Pershing LLC, PO Box 2052 | | | 4,674,626 | | | 24.45% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 4,609,826 | | | 24.11% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 1,949,272 | | | 10.20% | | Service | | Hand Securities, Inc., CBNA as Custodian FBO Mackenzie-Childs 401(K) Plan | | | 18,105 | | | 52.52% | | Service | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 5,572 | | | 16.16% | | Service | | Empower Financial Services, Inc. | | | 4,980 | | | 14.45% | | Investor | | American Enterprise Investment SVC | | | 1,947,712 | | | 46.04% | | Investor | | LPL Financial | | | 991,052 | | | 23.43% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 972,355 | | | 22.99% | | Class R6 | | Edward D. Jones & Co. | | | 1,550,567 | | | 45.66% | | Class R6 | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 327,482 | | | 9.64% | | Class R6 | | Empower Financial Services, Inc. | | | 318,807 | | | 9.39% | | Class R6 | | Voya Financial Partners, LLC | | | 297,500 | | | 8.76% | | Class R6 | | Empower Financial Services, Inc. | | | 201,705 | | | 5.94% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 3,968,530 | | | 98.85% | Goldman Sachs International Equity Income Fund | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 1,622,082 | | | 34.35% | | Class A | | TD Ameritrade Clearing Inc. | | | 676,327 | | | 14.32% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 672,612 | | | 14.24% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 68,055 | | | 23.04% | | Class C | | Stifel Nicolaus & Co. | | | 52,591 | | | 17.80% | | Class C | | American Enterprise Investment SVC | | | 35,390 | | | 11.98% | | Class C | | Acensus Trust Company FBO, Family Medicine Associates 401(K)/P 036155 | | | 31,690 | | | 10.73% | | Class C | | Pershing LLC, PO Box 2052 | | | 24,340 | | | 8.24% | | Class C | | LPL Financial | | | 23,966 | | | 8.11% |
D-49
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 16,276,744 | | | 43.90% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 10,248,969 | | | 27.64% | | Institutional | | Pershing LLC, PO Box 2052 | | | 3,812,664 | | | 10.28% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 3,457,020 | | | 9.32% | | Investor | | LPL Financial | | | 7,615,459 | | | 44.55% | | Investor | | American Enterprise Investment SVC | | | 4,439,013 | | | 25.97% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 4,130,377 | | | 24.16% | | Class R | | GWFS Equities Inc., Capital Bank & Trust CO, FBO, CO FA Score Signum Architecture LLP 401K PSP | | | 27,023 | | | 59.42% | | Class R | | GWFS Equities Inc., Capital Bank & Trust CO, FBO Joe W Morgan Inc 401K PSP. C/O Empower | | | 6,593 | | | 14.50% | | Class R | | National Financial Services LLC, FIIOC FBO George A Sanchez DMD, 401K Profit Sharing Plan, 100 Magellan way (KW1C), Covington , KY 41015-1987 | | | 5,396 | | | 11.86% | | R6 | | Edward D. Jones & Co. | | | 2,405,292 | | | 76.70% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 3,173,439 | | | 99.60% | Goldman Sachs International Equity Insights Fund | | Class A | | Edward D. Jones & Co. | | | 1,115,188 | | | 19.38% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 742,568 | | | 12.91% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 564,483 | | | 9.81% | | Class A | | State Street Bank and TR TTEE/Cust. | | | 457,195 | | | 7.95% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 379,512 | | | 6.60% | | Class C | | American Enterprise Investment SVC | | | 137,649 | | | 22.09% | | Class C | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 87,217 | | | 14.00% | | Class C | | LPL Financial | | | 83,068 | | | 13.33% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 66,064 | | | 10.60% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 64,728 | | | 10.39% |
D-50
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class C | | Stifel Nicolaus & Co. | | | 40,939 | | | 6.57% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 36,272 | | | 5.82% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 12,032,743 | | | 22.39% | | Service | | American United Life Insurance Co | | | 78,771 | | | 44.89% | | Service | | American United Life Insurance Co | | | 28,606 | | | 16.30% | | Service | | Lincoln Financial Advisors, Lincoln Financial Group Trust Co., FBO Rollover SS IRA Plan, PO Box 21008, Greensboro, NC 27420-1008 | | | 15,186 | | | 8.66% | | Service | | Empower Financial Services, Inc. | | | 10,946 | | | 6.24% | | Service | | TCA Trustcorp America | | | 10,235 | | | 5.83% | | Investor | | American Enterprise Investment SVC | | | 2,620,320 | | | 50.90% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 1,641,040 | | | 31.87% | | Class R | | State Street Bank and TR TTEE/Cust. | | | 261,275 | | | 58.96% | | Class R | | Acensus Trust Company FBO, Mission Driven Research 401(K) Plan 229768 | | | 42,041 | | | 9.49% | | Class R | | Acensus Trust Company FBO, Summit Software 401(K) Plan 132086 | | | 38,931 | | | 8.79% | | Class R | | National Financial Services LLC, FIIOC FBO, Team Velocity Marketing LLC, 401K Plan,100 Magellan way (KW1C), Covington , KY 41015-1987 | | | 23,036 | | | 5.20% | | Class R6 | | Goldman Sachs Trust, GS Growth Strategy Portfolio | | | 8,925,768 | | | 28.50% | | Class R6 | | Goldman Sachs Trust, GS Growth and Income Strategy Portfolio | | | 6,398,927 | | | 20.43% | | Class R6 | | Goldman Sachs Trust, GS Balanced Strategy Portfolio | | | 2,307,003 | | | 7.37% | | Class R6 | | Goldman Sachs Trust, GS Dynamic Global Equity Fund | | | 1,922,760 | | | 6.14% | | Class R6 | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 1,847,778 | | | 5.90% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 26,698,013 | | | 95.60% | Goldman Sachs International Small Cap Insights Fund | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 1,695,426 | | | 27.69% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 742,631 | | | 12.13% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 543,799 | | | 8.88% |
D-51
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 501,887 | | | 8.20% | | Class A | | American Enterprise Investment SVC | | | 409,048 | | | 6.68% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 258,859 | | | 24.59% | | Class C | | American Enterprise Investment SVC | | | 255,388 | | | 24.26% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 111,640 | | | 10.60% | | Class C | | Stifel Nicolaus & Co. | | | 99,817 | | | 9.48% | | Class C | | LPL Financial | | | 99,408 | | | 9.44% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 60,929 | | | 5.79% | | Class C | | Pershing LLC, PO Box 2052 | | | 52,993 | | | 5.03% | | Institutional | | Pershing LLC, PO Box 2052 | | | 149,415,999 | | | 71.99% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 23,407,279 | | | 11.28% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 10,653,628 | | | 5.13% | | Investor | | American Enterprise Investment SVC | | | 3,322,668 | | | 46.16% | | Investor | | LPL Financial | | | 1,815,717 | | | 25.22% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 664,762 | | | 9.23% | | ClassR6 | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 12,673,068 | | | 28.20% | | Class R6 | | Goldman Sachs & Co LLC, GS Tax-Adv Global Equity Portfolio, C/O Fund Management, 200 West St., 37th Floor, New York, NY 10282-2102 | | | 9,817,829 | | | 21.85% | | Class R6 | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 5,907,037 | | | 13.14% | | Class R6 | | Goldman Sachs Trust, GS Growth Strategy Portfolio | | | 2,741,743 | | | 6.10% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 3,288,497 | | | 97.91% | Goldman Sachs International Tax-Managed Equity Fund | | Class A | | Edward D. Jones & Co. | | | 139,923 | | | 28.65% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 65,892 | | | 13.49% | | Class A | | American Enterprise Investment SVC | | | 56,858 | | | 11.64% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 51,729 | | | 10.59% | | Class A | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 43,184 | | | 8.84% | | Class A | | LPL Financial | | | 25,441 | | | 5.21% |
D-52
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class A | | Pershing LLC, PO Box 2052 | | | 24,569 | | | 5.03% | | Class C | | Stifel Nicolaus & Co. | | | 21,054 | | | 33.33% | | Class C | | American Enterprise Investment SVC | | | 14,187 | | | 22.46% | | Class C | | Pershing LLC, PO Box 2052 | | | 5,027 | | | 7.96% | | Class C | | LPL Financial Corporation, Matrix Trust Company as Agent for Julia Hallquist 403B, 717 17th St., Ste 1300, Denver Co., 80202-3304 | | | 4,580 | | | 7.25% | | Class C | | Lincoln Investment Planning, Gerald W Houseweart II, 4388 Red Rock Rd., Benton, PA 17814-7605 | | | 4,505 | | | 7.13% | | Class C | | LPL Financial Corporation, Thomas Berarducci & Chiwan Kim TTEES, Berarducci Kim Trust Agreement, US DTD 02/18/2014, 8500 Willow Gate Ct., Granite Bay, CA 95746-6135 | | | 4,296 | | | 6.80% | | Class C | | RBC Capital Markets Corporation | | | 3,797 | | | 6.01% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 320,288 | | | 31.37% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 288,594 | | | 28.26% | | Institutional | | UBS WM USA | | | 87,484 | | | 8.57% | | Institutional | | Pershing LLC, PO Box 2052 | | | 82,993 | | | 8.13% | | Investor | | American Enterprise Investment SVC | | | 635,123 | | | 71.09% | | Investor | | LPL Financial | | | 128,277 | | | 14.36% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 70,590 | | | 7.90% | | R6 | | Goldman Sachs & Co LLC, GS Tax-Adv Global Equity Portfolio, C/O Fund Management, 200 West St., 37th Floor, New York, NY 10282-2102 | | | 57,181,709 | | | 99.58% | | P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 5,670,177 | | | 98.39% | Goldman Sachs Investment Grade Credit Fund | | Class A | | American Enterprise Investment SVC | | | 118,157 | | | 15.35% | | Class A | | Edward D. Jones & Co. | | | 274,275 | | | 35.64% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 109,142 | | | 14.18% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 7,090,697 | | | 81.86% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 778,218 | | | 8.98% | | Investor | | American Enterprise Investment SVC | | | 968,564 | | | 81.79% | | Investor | | LPL Financial | | | 156,302 | | | 13.20% |
D-53
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Separate Account Institutional | | GS PWM INSTL Class, FBO Acct# 021117601 | | | 2,187,130 | | | 18.40% | | Separate Account Institutional | | GS PWM INSTL Class, FBO Acct# 021117726 | | | 1,570,523 | | | 13.22% | | Separate Account Institutional | | GS PWM INSTL Class, FBO Acct# 054043385 | | | 1,109,360 | | | 9.34% | | Separate Account Institutional | | GS PWM INSTL Class, FBO Acct# 021113246 | | | 973,854 | | | 8.19% | | Separate Account Institutional | | GS PWM INSTL Class, FBO Acct# 021094826 | | | 873,877 | | | 7.35% | | Class R6 | | Goldman Sachs Asset Management LP, DLRT-GSAM IG Credit, 200 West St., Fl 29, New York, NY 10282-2198 | | | 25,996,437 | | | 68.83% | | Class R6 | | Goldman Sachs Asset Management LP, US Bank TT&SS Alternative, Investments Custody FBO Childrens Health Foundation, 601 Childrens Ln, Norfolk, VA 23507-1910 | | | 8,168,911 | | | 21.63% | | Class R6 | | Goldman Sachs Asset Management LP, US Bank GS Investment Grade Credit Fund FBO GFS, 1300 Gezon Pkwy SW, Wyoming, MI 49509-9300 | | | 3,300,690 | | | 8.74% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 22,672,754 | | | 99.98% | Goldman Sachs Investor Money Market Fund | | Class A | | Edward D. Jones & Co. | | | 1,008,312,844 | | | 78.13% | | Class A | | RBC Capital Markets Corporation | | | 217,594,881 | | | 16.86% | | Administration | | American Enterprise Investment SVC | | | 174,574,054 | | | 65.06% | | Administration | | Pershing LLC, FBO Customers | | | 54,270,388 | | | 20.23% | | Administration | | Pershing LLC, PO Box 2052 | | | 19,724,013 | | | 7.35% | | Class C | | GSAM Holdings LLC Seed Account | | | 10,689 | | | 51.91% | | Class C | | Stifel Nicolaus & Co. | | | 9,896 | | | 48.06% | | Cash Management | | Pershing LLC, FBO Customers | | | 23,205,369 | | | 99.95% | | Class D | | UBS WM USA | | | 5,258,079 | | | 99.81% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 1,916,050,966 | | | 31.15% | | Institutional | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 1,565,607,498 | | | 25.46% |
D-54
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 998,041,757 | | | 16.23% | | Institutional | | LPL Financial, P.O Box 509046, San Diego, CA 92150-9046 | | | 833,846,213 | | | 13.56% | | Institutional | | American Enterprise Investment SVC | | | 324,070,506 | | | 5.27% | | Service | | Pershing LLC, FBO Customers | | | 22,672,754 | | | 99.98% | Goldman Sachs Investor Tax-Exempt Money Market Fund | | Class A | | Edward D. Jones & Co. | | | 24,703,686 | | | 72.41% | | Class A | | RBC Capital Markets Corporation | | | 7,917,595 | | | 23.21% | | Administration | | LPL Financial | | | 4,009,138 | | | 57.31% | | Administration | | BMO Harris Bank NA, 320 Canal St., Fl 14, Chicago, IL 60606-5707 | | | 1,582,400 | | | 22.62% | | Administration | | Goldman Sachs Direct Ex DLR Accts, Mary Jane Spence Tod, Raymond E Spence, 19979 Smith Cir, Ashburn, VA 20147-2509 | | | 850,000 | | | 12.15% | | Class C | | GSAM Holdings LLC Seed Account | | | 9,173 | | | 100% | | Capital | | GSAM Holdings LLC Seed Account | | | 1,055 | | | 100% | | Cash Management | | GSAM Holdings LLC Seed Account | | | 1,027 | | | 63.61% | | Cash Management | | Pershing LLC, FBO Customers | | | 587 | | | 36.39% | | Service | | SEI Private Trust Company, C/O City National Bank | | | 226,432 | | | 97.00% | | Class I | | The Glenmede Trust Company NA, 1650 Market St., Ste. 1200, Philadelphia, PA 19103-7391 | | | 1,073,215,253 | | | 55.14% | | Class I | | SEI Private Trust Company, C/O BMO Harris SWP | | | 291,862,585 | | | 15.00% | | Class I | | First Premier Bank, Unifalls & Co., C/O First Premier Bank, PO Box 2640, Sioux Falls, SD 57101-2640 | | | 138,138,401 | | | 7.10% | | Class I | | LPL Financial | | | 136,268,400 | | | 7.00% | | Preferred | | Band & CO Institutional Trust, C/O US Bank NA, 1555 N Rivercenter Dr. Ste 203, Milwaukee, WI 532123958 | | | 128,773 | | | 60.90% | | Preferred | | Pershing LLC, FBO Customers | | | 81,625 | | | 38.60% | | Premier | | GSAM Holdings LLC Seed Account | | | 1,046 | | | 100% | | Select | | GSAM Holdings LLC Seed Account | | | 1,062 | | | 99.97% | Goldman Sachs Large Cap Core Fund | | Class A | | Edward D. Jones & Co. | | | 3,757,474 | | | 12.85% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 1,942,183 | | | 6.64% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 168,900 | | | 13.71% |
D-55
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 111,729 | | | 9.07% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 89,009 | | | 7.22% | | Class C | | Stifel Nicolaus & Co. | | | 71,309 | | | 5.79% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 810,027 | | | 27.15% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 422,751 | | | 14.17% | | Institutional | | Pershing LLC, PO Box 2052 | | | 223,811 | | | 7.50% | | Institutional | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 189,595 | | | 6.36% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 158,949 | | | 5.33% | | Service | | Empower Financial Services, Inc. | | | 13,549 | | | 35.13% | | Service | | Empower Financial Services, Inc. | | | 7,972 | | | 20.67% | | Service | | Mid Atlantic Trust Company | | | 7,814 | | | 20.26% | | Service | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 4,872 | | | 12.63% | | Service | | MSCS Financial Services LLC, Essa Bank and Trust, 744 Main St., Ste 1, Stroudsburg, PA 18360-2268 | | | 2,089 | | | 5.42% | | Service | | TCA Trustcorp America | | | 1,947 | | | 5.05% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 1,947 | | | 60.53% | | Investor | | American Enterprise Investment SVC | | | 180,175 | | | 19.80% | | Investor | | LPL Financial | | | 51,578 | | | 5.67% | | Class R | | State Street Bank and TR TTEE/Cust. | | | 274,998 | | | 83.80% | | Class R6 | | Empower Financial Services, Inc. | | | 1,702,039 | | | 64.67% | | Class R6 | | Empower Financial Services, Inc. | | | 354,501 | | | 13.47% | | Class R6 | | Edward D. Jones & Co. | | | 251,000 | | | 9.54% | | Class R6 | | Empower Financial Services, Inc. | | | 151,306 | | | 5.75% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 3,493,410 | | | 98.38% | Goldman Sachs Large Cap Growth Insights Fund | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 422,751 | | | 14.17% | | Class A | | Edward D. Jones & Co. | | | 693,556 | | | 9.00% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 572,035 | | | 7.42% |
D-56
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 540,716 | | | 7.02% | | Class A | | State Street Bank and TR TTEE/Cust. | | | 436,665 | | | 5.67% | | Class A | | American Enterprise Investment SVC | | | 402,583 | | | 5.23% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 269,430 | | | 21.54% | | Class C | | Pershing LLC, PO Box 2052 | | | 262,331 | | | 20.98% | | Class C | | American Enterprise Investment SVC | | | 184,253 | | | 14.73% | | Class C | | LPL Financial | | | 127,223 | | | 11.25% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 109,240 | | | 8.73% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 64,505 | | | 5.16% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 1,758,429 | | | 19.54% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 1,682,438 | | | 18.69% | | Institutional | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 861,925 | | | 9.58% | | Institutional | | TD Ameritrade Clearing Inc. | | | 545,055 | | | 6.06% | | Institutional | | Empower Financial Services, Inc. | | | 489,128 | | | 5.43% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 478,684 | | | 5.32% | | Institutional | | MSCS Financial Services LLC, Matrix Cash Reinv 03, 42 McClurg Rd., Youngstown, OH 44512-6700 | | | 472,848 | | | 5.25% | | Service | | Devon Bank, 6445 N Western Ave., Ste 300, Chicago, IL 60645-5452 | | | 554,988 | | | 58.85% | | Service | | American United Life Insurance Co | | | 310,213 | | | 32.90% | | Investor | | American Enterprise Investment SVC | | | 2,427,955 | | | 43.03% | | Investor | | LPL Financial | | | 959,750 | | | 17.01% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 846,432 | | | 15.00% | | Investor | | American United Life Insurance Co., 1 American Sq., Indianapolis, IN 46282-0002. | | | 737,883 | | | 13.08% | | Class R | | State Street Bank and TR TTEE/Cust. | | | 127,223 | | | 11.23% | | Class R6 | | Goldman Sachs Direct Accts., Mac & Co A/C 47034, FBO GS 529 Plan, Mutual Fund Operations, 500 Grant Street, Room 151-1010, Pittsburgh, PA 15219-2502 | | | 1,721,612 | | | 16.14% |
D-57
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class R6 | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 1,228,167 | | | 11.51% | | Class R6 | | Goldman Sachs Trust, GS Dynamic Global Equity Fund | | | 920,248 | | | 8.63% | | Class R6 | | Principal Securities Inc. | | | 897,087 | | | 8.41% | | Class R6 | | American United Life Insurance Co | | | 876,901 | | | 8.22% | | Class R6 | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 805,207 | | | 7.55% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 1,816,068 | | | 97.67% | Goldman Sachs Large Cap Value Fund | | Class A | | Edward D. Jones & Co. | | | 1,624,579 | | | 30.94% | | Class A | | UBS WM USA | | | 631,244 | | | 12.02% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 351,225 | | | 6.69% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 302,145 | | | 5.75% | | Class C | | UBS WM USA | | | 343,324 | | | 58.25% | | Class C | | LPL Financial | | | 69,758 | | | 11.84% | | Investor | | LPL Financial | | | 294,248 | | | 64.28% | | Investor | | American Enterprise Investment SVC | | | 113,167 | | | 24.72% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 29,551 | | | 6.46% | | Class R | | Hartford Life Insurance Company | | | 209,340 | | | 73.54% | | Class R | | GWFS Equities Inc., Massachusetts Mutual Life Insurance, 1295 State St., MIP M200-INVST, Springfield, MA 01111-0001 | | | 28,094 | | | 9.87% | | Class R | | Principal Securities Inc. | | | 26,768 | | | 9.40% | Goldman Sachs Large Cap Value Insights Fund | | Class A | | American Enterprise Investment SVC | | | 172,658 | | | 7.29% | | Class A | | Edward D. Jones & Co. | | | 444,415 | | | 18.77% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 269,505 | | | 11.38% | | Class A | | TD Ameritrade Clearing Inc. | | | 203,705 | | | 8.60% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 170,520 | | | 7.20% | | Class A | | State Street Bank and TR TTEE/Cust. | | | 151,970 | | | 6.42% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 151,430 | | | 6.40% | | Class C | | LPL Financial | | | 83,606 | | | 22.52% |
D-58
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 70,059 | | | 18.87% | | Class C | | UBS WM USA | | | 21,634 | | | 5.83% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 20,547 | | | 5.54% | | Class C | | American Enterprise Investment SVC | | | 33,278 | | | 8.97% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 1,419,075 | | | 37.59% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 1,027,686 | | | 27.22% | | Institutional | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 303,010 | | | 8.03% | | Institutional | | UBS WM USA | | | 242,907 | | | 6.43% | | Service | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 85,456 | | | 86.99% | | Service | | Empower Financial Services, Inc. | | | 9,242 | | | 9.41% | | Investor | | LPL Financial | | | 1,444,719 | | | 51.97% | | Investor | | American Enterprise Investment SVC | | | 1,135,325 | | | 40.84% | | Class R | | State Street Bank and TR TTEE/Cust. | | | 146,005 | | | 88.45% | | Class R | | TIAA Trust, N.A. as CUST/TTEE of Retirement Plans Recordkept by TIAA, Attn: Fund Operations, 8500 Andrew Carnegie Blvd., Charlotte, NC 28262-5800 | | | 9,180 | | | 5.56% | | Class R6 | | Goldman Sachs Trust, Dynamic Global Equity Fund | | | 1,383,711 | | | 41.82% | | Class R6 | | Goldman Sachs Trust, GS Balanced Strategy Portfolio | | | 580,409 | | | 17.54% | | Class R6 | | Goldman Sachs Trust, GS Growth and Income Strategy Portfolio | | | 499,562 | | | 15.10% | | Class R6 | | Goldman Sachs Trust, GS Balanced Strategy Portfolio | | | 240,992 | | | 7.28% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 2,082,042 | | | 98.86% | Goldman Sachs Local Emerging Markets Debt Fund | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 196,938 | | | 32.51% | | Class A | | LPL Financial | | | 159,543 | | | 26.34% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 45,072 | | | 7.44% | | Class A | | American Enterprise Investment SVC | | | 37,238 | | | 6.15% | | Class A | | Edward D. Jones & Co. | | | 30,539 | | | 5.04% | | Class C | | LPL Financial | | | 333,255 | | | 91.07% |
D-59
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Institutional | | MSCS Financial Services LLC, Naidot & Co., FBO Pineone trust Custody Account, C/O Bessemer Trust Co., 100 Woodbridge Center Dr., Woodbridge, NJ 07095-1162 | | | 223,945 | | | 16.00% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 659,974 | | | 47.16% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 136,772 | | | 9.77% | | Institutional | | GSAM Holdings LLC Comp Hedge, Attn IMD-INDA-SAOS-2021 | | | 89,147 | | | 6.37% | | Investor | | American Enterprise Investment SVC | | | 1,538,420 | | | 51.88% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 764,829 | | | 25.79% | | Investor | | LPL Financial | | | 621,227 | | | 20.95% | | Class R6 | | Goldman Sachs Trust, GS Growth and Income Strategy Portfolio | | | 2,008,299 | | | 33.49% | | Class R6 | | Goldman Sachs Trust, GS Trust Growth Strategy Portfolio | | | 1,984,946 | | | 33.10% | | Class R6 | | Goldman Sachs Trust, GS Trust Balanced Strategy Portfolio | | | 1,284,377 | | | 21.42% | | Class R6 | | Goldman Sachs Trust, GS Satellite Strategies Portfolio | | | 716,681 | | | 11.95% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 2,977,964 | | | 85.85% | | Class P | | GS PWM INSTL Class, FBO Acct# 021961289 | | | 342,295 | | | 9.87% | Goldman Sachs Long Short Credit Strategies Fund | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 21,801 | | | 27.73% | | Class A | | Pershing LLC, PO Box 2052 | | | 20,155 | | | 25.64% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 14,857 | | | 18.90% | | Class A | | TD Ameritrade Clearing Inc. | | | 10,765 | | | 13.69% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 4,794 | | | 6.10% | | Class C | | Pershing LLC, PO Box 2052 | | | 4,731 | | | 40.08% | | Class C | | GSAM Holdings LLC Seed Account | | | 3,248 | | | 27.52% | | Class C | | RBC Capital Markets Corporation | | | 2,651 | | | 22.46% | | Class C | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 1,174 | | | 9.94% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 649,288 | | | 48.85% | | Institutional | | UBS WM USA | | | 159,389 | | | 11.99% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 132,984 | | | 10.01% |
D-60
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Institutional | | GSAM Holdings LLC Comp Hedge, Attn IMD-INDA-SAOS-2020 | | | 108,581 | | | 8.17% | | Institutional | | Pershing LLC, PO Box 2052 | | | 97,611 | | | 7.34% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 83,994 | | | 6.32% | | Investor | | LPL Financial | | | 141,042 | | | 78.12% | | Investor | | TD Ameritrade Clearing Inc. | | | 30,814 | | | 17.07% | | Class R | | GSAM Holdings LLC Seed Account | | | 3,401 | | | 96.51% | | Class R6 | | Goldman Sachs & Co LLC, GS VIT GS Multi-Strat Alt Portfolio, C/O Fund Management, 200 West St., 37th Floor, New York, NY 10282-2102 | | | 874,782 | | | 99.84% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 3,950,844 | | | 99.96% | Goldman Sachs Managed Futures Strategy Fund | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 1,056,352 | | | 58.29% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 336,618 | | | 18.58% | | Class A | | American Enterprise Investment SVC | | | 122,617 | | | 6.77% | | Class C | | American Enterprise Investment SVC | | | 496,242 | | | 79.17% | | Class C | | Stifel Nicolaus & Co. | | | 83,846 | | | 13.38% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 3,147,247 | | | 44.08% | | Institutional | | Pershing LLC, PO Box 2052 | | | 1,420,417 | | | 19.90% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 1,398,743 | | | 19.59% | | Institutional | | TD Ameritrade Clearing Inc. | | | 559,675 | | | 7.84% | | Investor | | American Enterprise Investment SVC | | | 19,665,274 | | | 82.30% | | Investor | | LPL Financial | | | 3,898,515 | | | 16.32% | | Class R | | State Street Bank and TR TTEE/Cust. | | | 19,349 | | | 29.35% | | Class R | | PAI Trust Company Inc., Barnes Pipe & Steel Supply 401K P, 1300 Enterprise Dr., De Pere, WI 54115-4934 | | | 15,091 | | | 22.89% | | Class R | | Crown Capital Securities LP, Matrix Trust Company Cust. FBO Barth Calderon 401K Plan, 717 17th St, Suite 1300, Denver, CO 80202-3304 | | | 8,075 | | | 12.25% | | Class R | | MSCS Financial Services, LLC, Mark C Tasi MD 401K Plan, 717 17th St., Ste 1300, Denver, CO 80202-3304 | | | 7,708 | | | 11.69% | | Class R | | National Financial Services LLC, FIIOC FBO, Team Velocity Marketing LLC, 401K Plan, 100 Magellan way (KW1C), Covington , KY 41015-1987 | | | 7,152 | | | 10.85% |
D-61
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class R | | Ascensus Trust Company FBO GRP Engineering Inc., 401(k) Plan 230479, | | | 3,884 | | | 5.89% | | Class R6 | | Goldman Sachs Trust, GS Growth and Income Strategy Portfolio | | | 1,994,761 | | | 30.67% | | Class R6 | | Goldman Sachs Trust, GS Balanced Strategy Portfolio | | | 1,508,403 | | | 23.19% | | Class R6 | | Goldman Sachs Trust, GS Growth Strategy Portfolio | | | 1,488,845 | | | 22.89% | | Class R6 | | Goldman Sachs Direct Accts., Mac & Co A/C 47034, FBO GS 529 Plan, Mutual Fund Operations, 500 Grant Street, Room 151-1010, Pittsburgh, PA 15219-2502 | | | 936,306 | | | 14.39% | | Class R6 | | Goldman Sachs & Co LLC, GS VIT GS Multi-Strat Alt Portfolio, C/O Fund Management, 200 West St., 37th Floor, New York, NY 10282-2102 | | | 557,648 | | | 8.57% | | Class P | | GSAM Holdings LLC Seed Account | | | 1,328 | | | 100.00% | Goldman Sachs Mid Cap Growth Fund | | Class A | | State Street Bank and TR TTEE/Cust. | | | 1,888,509 | | | 8.29% | | Class A | | Edward D. Jones & Co. | | | 3,254,345 | | | 14.29% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 1,835,197 | | | 8.06% | | Class A | | GWFS Equities Inc., Wells Fargo Bank NA Trustee, City of Tallahassee Matched Annuity, C/O Fascore LLC | | | 1,652,470 | | | 7.26% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 1,620,656 | | | 7.12% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 1,570,686 | | | 6.90% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 1,140,971 | | | 5.01% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 107,831 | | | 17.99% | | Class C | | Stifel Nicolaus & Co. | | | 41,072 | | | 6.85% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 38,103 | | | 6.36% | | Class C | | Goldman Sachs Direct EX DLR Accts, Rocky Run Family Medicine, Goldman Sachs/ADP 401K Plan, ADP Plan #100645, 5645 Stone Rd., Centreville, VA 20120-1618 | | | 30,351 | | | 5.06% | | Class C | | Pershing LLC, PO Box 2052 | | | 30,066 | | | 5.02% |
D-62
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 3,548,367 | | | 22.60% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 2,866,228 | | | 18.26% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 1,556,697 | | | 9.92% | | Institutional | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 815,645 | | | 5.20% | | Institutional | | UBS WM USA | | | 1,140,971 | | | 5.01% | | Service | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 1,872,258 | | | 77.48% | | Service | | Empower Financial Services, Inc. | | | 173,338 | | | 7.17% | | Investor | | Principal Securities Inc. | | | 2,500,385 | | | 45.61% | | Investor | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 626,829 | | | 11.43% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 510,946 | | | 9.32% | | Investor | | LPL Financial | | | 418,504 | | | 7.63% | | Investor | | American Enterprise Investment SVC | | | 357,744 | | | 6.53% | | Class R | | Hartford Life Insurance Company | | | 1,452,595 | | | 40.75% | | Class R | | State Street Bank and TR TTEE/Cust. | | | 1,130,742 | | | 31.72% | | Class R6 | | MSCS Financial Services LLC, Associated Trust Company, PO Box 22037, Green Bay, WI 54305-2037 | | | 2,444,007 | | | 22.67% | | Class R6 | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 1,634,809 | | | 15.16% | | Class R6 | | MSCS Financial Services LLC, Associated Trust Company, PO Box 22037, Green Bay, WI 54305-2037 | | | 701,869 | | | 6.51% | | Class R6 | | Principal Securities Inc. | | | 625,586 | | | 5.80% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 2,422,433 | | | 99.36% | Goldman Sachs Mid Cap Value Fund | | Class A | | Edward D. Jones & Co. | | | 4,273,056 | | | 32.46% | | Class A | | Hartford Life Insurance Company | | | 795,143 | | | 6.04% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 680,248 | | | 5.17% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 67,496 | | | 27.15% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 26,865 | | | 10.81% |
D-63
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class C | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 24,299 | | | 9.77% | | Class C | | Pershing LLC, PO Box 2052 | | | 20,854 | | | 8.39% | | Class C | | American Enterprise Investment SVC | | | 18,630 | | | 7.49% | | Class C | | LPL Financial | | | 15,859 | | | 6.38% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 2,261,836 | | | 24.31% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 1,478,020 | | | 15.89% | | Institutional | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 727,696 | | | 7.82% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 716,273 | | | 7.70% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 62,850 | | | 7.40% | | Institutional | | Pershing LLC, PO Box 2052 | | | 572,847 | | | 6.16% | | Service | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 467,201 | | | 55.02% | | Service | | American United Life Insurance Co | | | 86,862 | | | 10.23% | | Service | | Hartford Life Insurance Company, Separate Account, 200 Hopmeadow St., Weatogue, CT 06089-9793 | | | 62,850 | | | 7.40% | | Service | | Empower Financial Services, Inc. | | | 52,672 | | | 6.20% | | Service | | American United Life Insurance Co | | | 51,434 | | | 6.06% | | Investor | | American Enterprise Investment SVC | | | 1,226,537 | | | 53.94% | | Investor | | LPL Financial | | | 402,783 | | | 17.71% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 328,353 | | | 14.44% | | Class R | | Hartford Life Insurance Company | | | 197,630 | | | 32.30% | | Class R | | State Street Bank and TR TTEE/Cust. | | | 157,972 | | | 25.82% | | Class R | | GWFS Equities Inc., Massachusetts Mutual Life Insurance, 1295 State St., MIP M200-INVST, Springfield, MA 01111-0001 | | | 61,979 | | | 10.13% | | Class R6 | | Edward D. Jones & Co. | | | 1,367,955 | | | 52.84% | | Class R6 | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 229,955 | | | 8.88% | | Class R6 | | American United Life Insurance Co | | | 178,844 | | | 6.91% | | Class R6 | | Empower Financial Services, Inc. | | | 147,585 | | | 5.70% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 5,179,724 | | | 99.17% |
D-64
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | Goldman Sachs MLP Energy Infrastructure Fund | | Class A | | American Enterprise Investment SVC | | | 208,211 | | | 10.99% | | Class A | | Morgan Stanley Smith Barney LLC, U.S. Bank FBO, SISC GASB 45 Trust A, 1555 N. Rivercenter Dr., Ste 302, Milwaukee, WI 53212-3958 | | | 369,544 | | | 19.50% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 337,077 | | | 17.79% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 282,028 | | | 14.88% | | Class A | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 176,599 | | | 9.32% | | Class A | | LPL Financial | | | 108,572 | | | 5.73% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 147,826 | | | 23.58% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 117,103 | | | 18.68% | | Class C | | LPL Financial | | | 102,971 | | | 16.43% | | Class C | | American Enterprise Investment SVC | | | 71,234 | | | 11.36% | | Class C | | UBS WM USA | | | 50,918 | | | 8.12% | | Class C | | Pershing LLC | | | 47,231 | | | 7.53% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 41,502 | | | 6.62% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 1,090,091 | | | 17.19% | | Institutional | | MSCS Financial Services LLC, SEI Private Trust Company, C/O Rockland SWP, 1 Freedom Valley Dr., Oaks, PA 19456-9989 | | | 913,418 | | | 14.40% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 858,568 | | | 13.54% | | Institutional | | Pershing LLC | | | 783,729 | | | 12.36% | | Institutional | | UBS WM USA | | | 619,058 | | | 9.76% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 589,736 | | | 9.30% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 513,034 | | | 8.09% | | Institutional | | TD Ameritrade Clearing Inc. | | | 383,709 | | | 6.05% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 708,118 | | | 43.00% | | Investor | | LPL Financial | | | 444,147 | | | 26.97% | | Investor | | American Enterprise Investment SVC | | | 436,469 | | | 26.50% |
D-65
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class R | | Ascensus Trust Company FBO, Rankin & Rankin, Inc. 401(K) Plan 90687 | | | 12,188 | | | 35.97% | | Class R | | Ascensus Trust Company FBO, Modern Glass, Paomt & Tile Company 213261 | | | 5,110 | | | 15.08% | | Class R | | National Financial Services LLC, FIIOC FBO, Northland Truss Systems Inc., 401K Plan, 100 Magellan way (KW1C), Covington , KY 41015-1987 | | | 3,592 | | | 10.60% | | Class R | | GWFS Equities Inc., Captial Bank & Trust CO TTEE FBO Northern Clearing 401K Plan, C/O Fascore LLC | | | 2,679 | | | 7.91% | | Class R | | Crown Capital Securities LP, Matrix Trust Company Cust. FBO Barth Calderon 401K Plan, 717 17th St, Suite 1300, Denver, CO 80202-3304 | | | 2,219 | | | 6.55% | | Class R | | Ascensus Trust Company FBO, Stiegler Chiropractic 401(K) Plan 90687 | | | 2,190 | | | 6.46% | | Class R | | Ascensus Trust Company FBO, Roseville Motor Express Inc 401(K) Cash Defer Plan 590731 | | | 2,055 | | | 6.07% | | Class R6 | | Goldman Sachs & Co LLC, GS Tax-Adv Global Equity Portfolio, C/O Fund Management, 200 West St., 37th Floor, New York, NY 10282-2102 | | | 2,045,932 | | | 56.51% | | Class R6 | | Goldman Sachs Trust, GS Income Builder Fund | | | 1,054,073 | | | 29.11% | | Class R6 | | Goldman Sachs & Co LLC, GS Enhanced Div Global EQ Portfolio, C/O Fund Management, 200 West St., 37th Floor, New York, NY 10282-2102 | | | 242,581 | | | 6.70% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 35,624,893 | | | 98.91% | Goldman Sachs Municipal Income Completion Fund | | SEP ACCT | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 1,917,490 | | | 10.44% | Goldman Sachs Real Estate Securities Fund | | Class A | | Edward D. Jones & Co. | | | 283,381 | | | 22.19% | | Class A | | State Street Bank and TR TTEE/Cust. | | | 134,475 | | | 10.53% | | Class A | | American Enterprise Investment SVC | | | 104,646 | | | 8.19% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 76,721 | | | 6.01% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 69,738 | | | 5.46% | | Class C | | Acensus Trust Company FBO, Seoil USA Industrial, Inc. 401(K) P 590757 | | | 11,486 | | | 15.09% |
D-66
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class C | | Pershing LLC, PO Box 2052 | | | 11,353 | | | 14.91% | | Class C | | Mid Atlantic Trust Company | | | 9,256 | | | 12.16% | | Class C | | Sage Point Financial Inc., Mid Atlantic Trust Company FBO, Trees 360 Degrees 401(K) Profit SHA, 1251 Waterfront PL., Ste 525, Pittsburgh, PA 15222-4228 | | | 5,514 | | | 7.24% | | Class C | | LPL Financial | | | 4,065 | | | 5.34% | | Institutional | | Goldman Sachs Foundation, Attn: GS Foundation Team, 200 West St., Fl 29, New York, NY 10282-2198 | | | 1,436,005 | | | 63.98% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 296,301 | | | 13.20% | | Institutional | | St. Treasurer/Nebr. Invest. Council, State of Nebraska, Nebraska Investment Council, 1526 K St., Ste 420, Lincoln, NE 68508-2734 | | | 180,222 | | | 8.03% | | Service | | Empower Financial Services, Inc. | | | 8,749 | | | 27.76% | | Service | | Empower Financial Services, Inc. | | | 7,290 | | | 23.12% | | Service | | Empower Financial Services, Inc. | | | 4,021 | | | 12.75% | | Service | | Empower Financial Services, Inc. | | | 2,949 | | | 9.35% | | Service | | Empower Financial Services, Inc. | | | 2,400 | | | 7.61% | | Service | | Empower Financial Services, Inc. | | | 2,293 | | | 7.27% | | Investor | | American Enterprise Investment SVC | | | 26,005 | | | 32.30% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 19,079 | | | 23.70% | | Investor | | LPL Financial | | | 10,926 | | | 13.57% | | Investor | | Pershing LLC, PO Box 2052 | | | 9,528 | | | 11.84% | | Investor | | National Financial Services LLC, FIIOC FBO, Tireco Inc. 401K Profit Sharing Plan, 100 Magellan way (KW1C), Covington , KY 41015-1987 | | | 8,005 | | | 9.94% | | Investor | | Cetera Advisor Networks, LLC, Mid Atlantic Trust Company, FBO Stealth Components, 1251 Waterfront Pl., Ste 525, Pittsburgh, PA 15222-4228 | | | 4,943 | | | 6.14% | | Class R | | GWFS Equities Inc, Empower Trust Company LLCC TTEEF Employee Benefits Clients 401K | | | 19,547 | | | 43.16% | | Class R | | GWFS Equities Inc, David Lair & Brian Trueman TTEE FBO, Hankin Special Elevators Inc 401K | | | 9,436 | | | 20.83% | | Class R | | Mid Atlantic Trust Company | | | 2,613 | | | 5.77% |
D-67
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class R6 | | Goldman Sachs Direct Accts., Mac & Co A/C 47034, FBO GS 529 Plan, Mutual Fund Operations, 500 Grant Street, Room 151-1010, Pittsburgh, PA 15219-2502 | | | 197,361 | | | 91.89% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 5,385,628 | | | 95.42% | Goldman Sachs Rising Dividend Growth Fund | | Class A | | American Enterprise Investment SVC | | | 2,791,287 | | | 12.73% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 3,225,342 | | | 14.71% | | Class A | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 3,144,905 | | | 14.35% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 2,718,003 | | | 12.40% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 1,522,000 | | | 6.94% | | Class A | | Edward D. Jones & Co. | | | 1,421,089 | | | 6.48% | | Class A | | LPL Financial | | | 1,197,038 | | | 5.46% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 857,847 | | | 35.28% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 479,680 | | | 19.72% | | Class C | | American Enterprise Investment SVC | | | 307,888 | | | 12.66% | | Class C | | Pershing LLC, PO Box 2052 | | | 138,774 | | | 5.71% | | Class C | | LPL Financial | | | 137,904 | | | 5.67% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 2,090,658 | | | 22.18% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 1,853,095 | | | 19.66% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 1,649,859 | | | 17.50% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 1,056,751 | | | 11.21% | | Institutional | | UBS WM USA | | | 703,598 | | | 7.47% | | Investor | | American Enterprise Investment SVC | | | 2,945,219 | | | 49.95% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 1,536,730 | | | 26.06% | | Investor | | LPL Financial | | | 962,318 | | | 16.32% | | Class R | | GWFS Equities Inc., Michael Ryan Jeffery Walln & Ron, C/O fascore LLC, Wallin TTEE FBO P&L Gen CNTCTRs Inc. | | | 16,116 | | | 14.71% |
D-68
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class R | | GWFS Equities Inc, Marshall & Robert Hendrian TTEE FBO, JW Allen Co, Inc., C/O fascore LLC | | | 15,916 | | | 14.53% | | Class R | | MSCS Financial Services, LLC, Mark C Tasi MD 401K Plan, 717 17th St., Ste 1300, Denver, CO 80202-3304 | | | 14,049 | | | 12.83% | | Class R | | MSCS Financial Services, LLC, Advisor Trust, Inc., Chester Cusd #139 403(B) Plan, 717 17th St., Ste 1300, Denver, CO 80202-3304 | | | 10,829 | | | 9.89% | | Class R | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 10,493 | | | 9.58% | | Class R | | Goldman Sachs Direct Accts., Ascensus Trust Company, FBO My Plastic Surgery Group-Sando & AK 630060, PO Box 10758, Fargo, ND 58106-0758 | | | 9,721 | | | 8.87% | | Class R | | National Financial Services LLC, FIIOC FBO, D A Hoerr & Sons Inc., 401K Savings Plan, 100 Magellan way (KW1C), Covington , KY 41015-1987 | | | 5,634 | | | 5.14% | | Class R6 | | Edward D. Jones & Co. | | | 199,655 | | | 30.89% | | Class R6 | | Hand Securities, Inc., CBNA as Custodian FBO AGC of SD 401(K) PSP Omnibus | | | 130,907 | | | 20.25% | | Class R6 | | Hand Securities, Inc., CBNA as Custodian FBO Golden West Technologies Retmt Plan | | | 59,262 | | | 9.17% | | Class R6 | | Hand Securities, Inc., CBNA as Custodian FBO SDACBHS Retirement Omnibus | | | 42,260 | | | 6.54% | | Class R6 | | Hand Securities, Inc., CBNA as Custodian FBO Suds & Duds, Inc. 401(K) PS Plan | | | 34,731 | | | 5.37% | | Class P | | Goldman Sachs & Co, 295 Chipeta Way, Fl 4, Salt Lake City, UT 84108-1285 | | | 1,119,325 | | | 99.87% | Goldman Sachs Satellite Strategies Portfolio | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 917,173 | | | 23.54% | | Class A | | Edward D. Jones & Co. | | | 647,408 | | | 16.62% | | Class A | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 411,720 | | | 10.57% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 383,207 | | | 9.84% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 315,741 | | | 8.10% | | Class A | | LPL Financial | | | 248,367 | | | 6.38% | | Class A | | Pershing LLC, PO Box 2052 | | | 211,756 | | | 5.44% |
D-69
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 27,686 | | | 25.20% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 23,575 | | | 21.45% | | Class C | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 16,804 | | | 15.29% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 7,388 | | | 6.72% | | Class C | | LPL Financial | | | 7,076 | | | 6.44% | | Class C | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 6,230 | | | 5.67% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 1,279,690 | | | 31.56% | | Institutional | | Pershing LLC, PO Box 2052 | | | 710,310 | | | 17.52% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 501,601 | | | 12.37% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 389,913 | | | 9.62% | | Institutional | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 247,225 | | | 6.10% | | Service | | MSCS Financial Services LLC, BankPlus Wealth Management Group 1, 1200 Eastover Dr., Ste 300, Jackson, MS 39211-6325 | | | 6,702 | | | 42.69% | | Service | | Pershing LLC, PO Box 2052 | | | 6,230 | | | 39.68% | | Service | | American United Life Insurance Co | | | 2,767 | | | 17.63% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 766,013 | | | 64.81% | | Investor | | LPL Financial | | | 372,118 | | | 31.48% | | Class R | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 36,926 | | | 73.01% | | Class R | | GWFS Equities Inc, Massachusetts Mutual Life Insurance, 1295 State St., MIP M200-INVST, Springfield, MA 01111-0001 | | | 3,926 | | | 7.76% | | Class R | | HARTFORD LIFE INSURANCE COMPANY | | | 7,795 | | | 15.41% | | Class R6 | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 134,214 | | | 60.87% | | Class R6 | | Edward D. Jones & Co. | | | 45,566 | | | 20.67% | | Class R6 | | State Street Bank and TR TTEE/Cust. | | | 19,682 | | | 8.93% |
D-70
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | Goldman Sachs Short Duration Bond Fund | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 2,901,514 | | | 58.47% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 690,899 | | | 13.92% | | Class A | | Edward D. Jones & Co. | | | 659,086 | | | 13.28% | | Class C | | LPL Financial | | | 89,600 | | | 33.54% | | Class C | | American Enterprise Investment SVC | | | 64,402 | | | 24.11% | | Class C | | Pershing LLC, PO Box 2052 | | | 44,169 | | | 16.54% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 27,318 | | | 10.23% | | Class C | | Stifel Nicolaus & Co. | | | 19,018 | | | 7.12% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 6,217,951 | | | 42.64% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 2,415,283 | | | 16.56% | | Institutional | | Pershing LLC, PO Box 2052 | | | 1,820,274 | | | 12.48% | | Institutional | | SEI Private Trust Company, Attn: Mutual Funds, C/O ID 261 | | | 794,707 | | | 5.45% | | Investor | | American Enterprise Investment SVC | | | 4,088,935 | | | 67.00% | | Investor | | LPL Financial | | | 1,109,862 | | | 18.19% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 837,099 | | | 13.72% | | Class R | | GSAM Holdings LLC Seed Account | | | 1,197 | | | 56.09% | | Class R | | Acensus Trust Company FBO, MTW Aerospace 401(K) Plan 685488 | | | 638 | | | 29.88% | | Class R | | GWFS Equities Inc, Captial Bank & Trust CO FBO, C/O Fascore, Plantation Management Company 401K | | | 275 | | | 12.87% | | Class R6 | | Goldman Sachs Trust, State Street Bank & TR CO Cust, FBO Goldman Sachs Growth and Income, GS Inflation Protected Securities, C/O State Street Corporation, 2 Avenue DE Lafayette, Fl 6, Boston, MA 0211-1888 | | | 3,041,671 | | | 35.12% | | Class R6 | | Goldman Sachs Trust, State Street Bank & TR CO Cust, FBO Goldman Sachs Growth Strategy, GS Short Duration Bond, C/O State Street Corporation, 2 Avenue DE Lafayette, Fl 6, Boston, MA 0211-1888 | | | 3,036,683 | | | 35.06% | | Class R6 | | Goldman Sachs Trust, State Street Bank & TR CO Cust, FBO Goldman Sachs Balanced Strategy, GS Short Duration Bond, C/O State Street Corporation, 2 Avenue DE Lafayette, Fl 6, Boston, MA 0211-1888 | | | 1,917,287 | | | 22.14% |
D-71
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 114,525,917 | | | 99.68% | Goldman Sachs Short Duration Government Fund | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 1,504,485 | | | 24.45% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 567,986 | | | 9.23% | | Class A | | Edward D. Jones & Co. | | | 518,007 | | | 8.42% | | Class A | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 485,615 | | | 7.89% | | Class A | | Nationwide Investment Services | | | 419,711 | | | 6.82% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 329,572 | | | 5.36% | | Class C | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 86,849 | | | 16.44% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 68,827 | | | 13.03% | | Class C | | American Enterprise Investment SVC | | | 60,073 | | | 11.37% | | Class C | | LPL Financial | | | 33,292 | | | 6.30% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 6,503,120 | | | 26.87% | | Institutional | | Wells Fargo Clearing Services LLC | | | 5,268,241 | | | 21.77% | | Institutional | | Pershing LLC, PO Box 2052 | | | 2,738,499 | | | 11.32% | | Institutional | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 1,751,493 | | | 7.24% | | Institutional | | John Hancock Trust Company LLC, 200 Berkeley St., Ste 7, Boston, MA 02116-5038 | | | 1,442,784 | | | 5.96% | | Service | | Devon Bank, 6445 N Western Ave., Ste 300, Chicago, IL 60645-5452 | | | 1,073,889 | | | 55.09% | | Service | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 787,907 | | | 40.42% | | Investor | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 1,136,420 | | | 32.08% | | Investor | | American Enterprise Investment SVC | | | 953,726 | | | 26.93% | | Investor | | Principal Securities Inc. | | | 897,819 | | | 25.35% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 233,650 | | | 6.60% | | Class R6 | | Edward D. Jones & Co. | | | 639,185 | | | 38.98% | | Class R6 | | Principal Securities Inc. | | | 309,875 | | | 18.90% |
D-72
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class R6 | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 208,865 | | | 12.74% | | Class R6 | | Mid Atlantic Trust Company | | | 114,519 | | | 6.98% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 17,127,623 | | | 96.28% | Goldman Sachs Short Duration Tax-Free Fund | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 3,603,570 | | | 28.04% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 2,166,091 | | | 16.86% | | Class A | | Edward D. Jones & Co. | | | 1,899,318 | | | 14.78% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 1,414,884 | | | 11.01% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 211,600 | | | 24.53% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 188,337 | | | 21.83% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 148,946 | | | 17.26% | | Class C | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 78,200 | | | 9.06% | | Class C | | American Enterprise Investment SVC | | | 76,323 | | | 8.85% | | Class C | | LPL Financial | | | 45,174 | | | 5.24% | | Institution | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 26,025,404 | | | 33.94% | | Institution | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 9,414,597 | | | 12.28% | | Institution | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 9,284,078 | | | 12.11% | | Institution | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 8,395,489 | | | 10.95% | | Institution | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 7,938,093 | | | 10.35% | | Service | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 10,868 | | | 95.93% | | Investor | | LPL Financial | | | 4,285,527 | | | 45.02% | | Investor | | American Enterprise Investment SVC | | | 4,087,131 | | | 42.93% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 842,803 | | | 8.85% |
D-73
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class R6 | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 35,312,342 | | | 63.15% | | Class R6 | | MSCS Financial Services LLC, C/O Truist Bank ID 866, Atttn: Mutual Fund Admin, PO Box 22037, Green Bay, WI 54305-2037 | | | 17,190,606 | | | 30.74% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 423,464,995 | | | 99.22% | Goldman Sachs Short-Term Conservative Income Fund | | Class A | | American Enterprise Investment SVC | | | 1,584,346 | | | 48.72% | | Class A | | LPL Financial | | | 10,667,066 | | | 40.50% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 339,841 | | | 10.45% | | Class A | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 208,596 | | | 6.41% | | Class A | | Stifel Nicolaus & Co. | | | 206,289 | | | 6.34% | | Administration | | GSAM Holdings LLC Seed Account | | | 2,809 | | | 100.00% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 31,575,469 | | | 32.43% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 12,122,330 | | | 12.45% | | Institutional | | Lingand Pharmaceuticals Incorporated, 3911 Sorrento Valley Blvd, Ste 110, San Diego, CA 92121-1457 | | | 8,263,961 | | | 8.49% | | Institutional | | BOKF, NA., Chickasaw Holding Company, Attn: Larry Jones, PO Box 460, Sulphur, OK 73086-0460 | | | 7,235,779 | | | 7.43% | | Institutional | | BOFA Securities, Inc., The Patrick J. McGovern Foundation Inc., PO Box 171536, Boston, MA 02117-3375 | | | 5,475,836 | | | 5.62% | | Investor | | American Enterprise Investment SVC | | | 14,279,784 | | | 54.22% | | Investor | | LPL Financial | | | 613,530 | | | 18.87% | | Preferred | | GSAM Holdings LLC Seed Account | | | 2,799 | | | 100.00% | | Class R6 | | Goldman Sachs Trust, GS CT Tactical Exposure Fund | | | 7,307,247 | | | 99.91% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 68,427,177 | | | 99.83% | Goldman Sachs Small Cap Equity Insights Fund | | Class A | | Edward D. Jones & Co. | | | 216,079 | | | 18.32% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 84,339 | | | 7.15% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 76,102 | | | 6.45% | | Class A | | Pershing LLC, PO Box 2052 | | | 74,031 | | | 6.28% |
D-74
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class A | | American Enterprise Investment SVC | | | 67,535 | | | 5.73% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 65,272 | | | 5.53% | | Class A | | State Street Bank and TR TTEE/Cust. | | | 63,934 | | | 5.42% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 63,020 | | | 5.34% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 60,948 | | | 5.17% | | Class C | | Pershing LLC, PO Box 2052 | | | 50,116 | | | 20.62% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 27,585 | | | 11.35% | | Class C | | Stifel Nicolaus & Co. | | | 19,303 | | | 7.94% | | Class C | | American Enterprise Investment SVC | | | 17,927 | | | 7.38% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 15,271 | | | 6.28% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 2,809,666 | | | 60.89% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 337,896 | | | 7.32% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 331,987 | | | 7.19% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 255,266 | | | 5.53% | | Institutional | | Pershing LLC, PO Box 2052 | | | 249,765 | | | 5.41% | | Service | | MSCS Financial Services, LLC, Trustees of Pima Federal Credit Uni, 717 17th St., Ste 1300, Denver, CO 80202-3304 | | | 60,947 | | | 64.59% | | Service | | Empower Financial Services, Inc. | | | 8,125 | | | 8.61% | | Investor | | LPL Financial | | | 847,065 | | | 61.21% | | Investor | | American Enterprise Investment SVC | | | 429,756 | | | 31.05% | | Class R | | State Street Bank and TR TTEE/Cust. | | | 74,611 | | | 47.63% | | Class R | | Acensus Trust Company FBO, Dakom Service, Inc. 401(K) Plan 21834 | | | 14,748 | | | 9.42% | | Class R | | GWFS Equities Inc, Ellen Meyer & Joseph Nocilla TTEE F, C/O Fascore, Plaza Family Care PC 401K Plan | | | 11,064 | | | 7.06% | | Class R6 | | Goldman Sachs & Co LLC, GS Enhanced Div Global EQ Portfolio, C/O Fund Management, 200 West St., 37th Floor, New York, NY 10282-2102 | | | 1,297,539 | | | 41.49% | | Class R6 | | Principal Securities Inc. | | | 320,580 | | | 10.25% |
D-75
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class R6 | | Goldman Sachs Trust, GS Dynamic Global Equity Fund | | | 289,692 | | | 9.26% | | Class R6 | | Goldman Sachs Trust, GS Growth Strategy Portfolio | | | 180,996 | | | 5.79% | | Class R6 | | Goldman Sachs Trust, GS Growth and Income Strategy Portfolio | | | 165,706 | | | 5.30% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 4,817,917 | | | 99.05% | Goldman Sachs Small Cap Growth Fund | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 68,798 | | | 75.96% | | Class A | | LPL Financial | | | 11,866 | | | 13.10% | | Class A | | Pershing LLC, PO Box 2052 | | | 5,342 | | | 5.90% | | Class C | | GSAM Holdings LLC Seed Account | | | 5,988 | | | 62.22% | | Class C | | LPL Financial | | | 2,991 | | | 31.09% | | Class C | | TD Ameritrade Clearing Inc. | | | 488 | | | 5.07% | | Institution | | Pershing LLC, PO Box 2052 | | | 788,551 | | | 43.89% | | Institution | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 674,333 | | | 37.54% | | Institution | | GSAM Holdings LLC Seed Account | | | 277,259 | | | 15.43% | | Investor | | LPL Financial | | | 410,348 | | | 98.56% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 68,798 | | | 75.96% | | Class A | | LPL Financial | | | 11,866 | | | 13.10% | | Class A | | Pershing LLC, PO Box 2052 | | | 5,342 | | | 5.90% | | Class R6 | | GSAM Holdings LLC Seed Account | | | 5,992 | | | 91.60% | | Class R6 | | Acensus Trust Company FBO, Runyon Design, LLC 401(K) Plan 27069 | | | 549 | | | 8.40% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 1,042,229 | | | 99.43% | Goldman Sachs Small Cap Growth Insights Fund | | Class A | | LPL Financial | | | 121,267 | | | 5.02% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 121,483 | | | 5.03% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 15,855 | | | 9.74% | | Class C | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 14,215 | | | 8.73% | | Class C | | LPL Financial | | | 13,152 | | | 8.08% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 12,499 | | | 7.68% | | Class C | | UBS WM USA | | | 11,417 | | | 7.01% | | Class C | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 8,530 | | | 5.24% |
D-76
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Institution | | MSCS Financial Services LLC, Matrix Trust Company Custodian FBO, Flushing Savings Bank NQ Plans Mast, PO Box 52129, Phoenix, AZ 85072-2129 | | | 281,576 | | | 14.75% | | Institution | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 494,253 | | | 25.90% | | Institution | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 336,338 | | | 17.62% | | Institution | | TD Ameritrade Clearing Inc. | | | 149,418 | | | 7.83% | | Investor | | LPL Financial | | | 801,980 | | | 62.58% | | Investor | | American Enterprise Investment SVC | | | 325,345 | | | 25.39% | | Class R | | GWFS Equities Inc, Pediatric Assoc of Lancaster TTEE F, C/O Fascore | | | 24,758 | | | 7.66% | | Class R | | Kestra Investment Services, Mid Atlantic Trust Company FBO, CS2 Design Group LLC 401K Profit, 1251 Waterfront Pl, Ste 525, Pittsburgh, PA 15222-4228 | | | 21,767 | | | 6.74% | | Class R | | State Street Bank and TR TTEE/Cust. | | | 180,494 | | | 55.86% | | Class R6 | | Principal Securities Inc. | | | 66,044 | | | 17.97% | | Class R6 | | State Street Bank and TR TTEE/Cust. | | | 54,140 | | | 14.73% | | Class R6 | | Edward D. Jones & Co. | | | 53,737 | | | 14.62% | | Class R6 | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 47,076 | | | 12.81% | | Class R6 | | Empower Financial Services, Inc. | | | 39,028 | | | 10.62% | | Class R6 | | Empower Financial Services, Inc. | | | 22,159 | | | 6.03% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 262,258 | | | 100.00% | Goldman Sachs Small Cap Value Fund | | Class A | | Edward D. Jones & Co. | | | 1,693,748 | | | 25.33% | | Class A | | State Street Bank and TR TTEE/Cust. | | | 795,093 | | | 11.89% | | Class A | | Hartford Life Insurance Company | | | 696,070 | | | 10.41% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 397,649 | | | 5.95% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 376,206 | | | 5.63% | | Class C | | UBS WM USA | | | 7,539 | | | 13.84% | | Class C | | Principal Securities Inc. | | | 6,194 | | | 11.37% | | Class C | | Pershing LLC, PO Box 2052 | | | 5,603 | | | 10.29% | | Class C | | American Enterprise Investment SVC | | | 5,585 | | | 10.25% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 5,169 | | | 9.49% |
D-77
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds, Acensus Trust Company FBO YMCA of Huntington WV Retirement Plan 218534, PO Box 10758, Fargo, ND 58106-0758 | | | 3,569 | | | 6.55% | | Class C | | Centaurus Financial Inc., Ascensus Trust Company FBO, Law Office of Warren A Forstall, LLC, Po Box 10758, Fargo, ND 58106-0758 | | | 3,552 | | | 6.52% | | Class C | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 3,194 | | | 5.86% | | Class C | | Acensus Trust Company FBO, Kidd Plumbing 401(K) Plan 231980 | | | 3,013 | | | 5.53% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 5,318,913 | | | 30.82% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 4,089,585 | | | 23.70% | | Institutional | | Principal Securities Inc. | | | 1,160,365 | | | 6.72% | | Service | | American United Life Insurance Co | | | 154,906 | | | 37.55% | | Service | | American United Life Insurance Co | | | 43,821 | | | 10.62% | | Service | | Empower Financial Services, Inc. | | | 37,267 | | | 9.03% | | Investor | | TIAA Trust, N.A. as CUST/TTEE of Retirement Plans Recordkept by TIAA, Attn: Fund Operations, 8500 Andrew Carnegie Blvd., Charlotte, NC 28262-5800 | | | 597,936 | | | 31.51% | | Investor | | John Hancock Trust Company LLC, 200 Berkeley St., Ste 7, Boston, MA 02116-5038 | | | 329,418 | | | 17.36% | | Investor | | GWFS Equities Inc, Empower Trust FBO, Employee Benefits Clients 401K | | | 113,636 | | | 5.99% | | Investor | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 103,190 | | | 5.44% | | Investor | | State Street Bank and TR TTEE/Cust. | | | 103,738 | | | 5.47% | | Class R | | Hartford Life Insurance Company | | | 372,984 | | | 37.63% | | Class R | | State Street Bank and TR TTEE/Cust. | | | 249,402 | | | 25.16% | | Class R | | GWFS Equities Inc, Massachusetts Mutual Life Insurance, 1295 State St., MIP M200-INVST, Springfield, MA 01111-0001 | | | 154,285 | | | 15.57% | | Class R | | Principal Securities Inc. | | | 53,759 | | | 5.42% | | Class R6 | | Edward D. Jones & Co. | | | 2,469,945 | | | 22.08% | | Class R6 | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 2,116,205 | | | 18.92% | | Class R6 | | JP Morgan Securities, LLC, FEBO Customers, Mutual Fund Dept. | | | 1,545,130 | | | 13.81% |
D-78
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class R6 | | TIAA Trust, N.A. as CUST/TTEE of Retirement Plans Recordkept by TIAA, Attn: Fund Operations, 8500 Andrew Carnegie Blvd., Charlotte, NC 28262-5800 | | | 982,690 | | | 8.78% | | Class R6 | | MSCS Financial Services LLC, Matrix Trust Company as Agent for Newport Trust Company, The sisters of the Third Order of St. Francis Employees Ret Svgs Plan, 35 Iron point Circle, Folsom, CA 95630-8587 | | | 729,389 | | | 6.52% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 5,926,657 | | | 98.69% | Goldman Sachs Small Cap Value Insights Fund | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 256,836 | | | 7.62% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 225,230 | | | 6.68% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 216,874 | | | 6.44% | | Class A | | Pershing LLC, PO Box 2052 | | | 188,397 | | | 5.59% | | Class C | | American Enterprise Investment SVC | | | 33,033 | | | 18.14% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 27,245 | | | 14.96% | | Class C | | LPL Financial | | | 19,513 | | | 10.72% | | Class C | | Stifel Nicolaus & Co. | | | 18,760 | | | 10.30% | | Class C | | Fortune Financial SVC Inc., Mark Mathieu, 22 Brighton A, Boca Raton, Fl 33434-2985 | | | 12,195 | | | 6.70% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 12,178 | | | 6.69% | | Class C | | Pershing LLC, PO Box 2052 | | | 11,539 | | | 6.34% | | Class C | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 9,526 | | | 5.23% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 2,303,353 | | | 38.59% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 589,433 | | | 9.87% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 529,901 | | | 8.88% | | Institutional | | Pershing LLC, PO Box 2052 | | | 326,532 | | | 6.18% |
D-79
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Institutional | | MSCS Financial Services LLC, SEI Private Trust Company, C/O Franklin St Trust ID 701, Attn: Mutual Fund Admin, 1 Freedom Valley Dr., Oaks, PA 19456-9989 | | | 350,034 | | | 5.86% | | Investor | | American Enterprise Investment SVC | | | 3,433,661 | | | 65.00% | | Investor | | LPL Financial | | | 357,610 | | | 6.77% | | Investor | | Pershing LLC, PO Box 2052 | | | 326,532 | | | 6.18% | | Class R | | State Street Bank and TR TTEE/Cust. | | | 58,425 | | | 10.26% | | Class R6 | | T Rowe Price Retirement Plan Svcs, Reliance Trust Company, FBO T Rowe Price Retirement Plan Clients, PO Box 78446, Atlanta, GA 30357 | | | 983,918 | | | 18.49% | | Class R6 | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 832,203 | | | 15.69% | | Class R6 | | Principal Securities Inc. | | | 568,886 | | | 10.69% | | Class R6 | | Empower Financial Services, Inc. | | | 367,613 | | | 6.91% | | Class R6 | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 356,289 | | | 6.70% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 770,575 | | | 99.68% | Goldman Sachs Small/Mid Cap Growth Fund | | Class A | | Edward D. Jones & Co. | | | 2,062,812 | | | 14.39% | | Class A | | American Enterprise Investment SVC | | | 1,364,138 | | | 9.51% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 1,348,305 | | | 9.40% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 1,235,551 | | | 8.62% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 1,028,163 | | | 7.17% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 1,009,285 | | | 7.04% | | Class A | | Morgan Stanley Smith Barney LLC, U.S. Bank FBO, SISC GASB 45 Trust A, 1555 N. Rivercenter Dr., Ste 302, Milwaukee, WI 53212-3958 | | | 868,691 | | | 6.06% | | Class A | | UBS WM USA | | | 866,872 | | | 6.05% | | Class A | | LPL Financial | | | 786,267 | | | 5.48% | | Class A | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 722,844 | | | 5.04% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 2,225,158 | | | 46.19% |
D-80
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class C | | American Enterprise Investment SVC | | | 580,918 | | | 12.06% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 550,109 | | | 11.42% | | Class C | | UBS WM USA | | | 323,290 | | | 6.71% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 252,005 | | | 5.23% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 9,014,748 | | | 24.14% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 7,170,039 | | | 19.20% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 3,859,279 | | | 10.33% | | Institutional | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 3,346,411 | | | 8.96% | | Institutional | | UBS WM USA | | | 2,566,970 | | | 6.87% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 2,421,896 | | | 6.49% | | Institutional | | TD Ameritrade Clearing Inc. | | | 2,138,408 | | | 5.73% | | Service | | Empower Financial Services, Inc. | | | 14,132 | | | 19.46% | | Service | | Devon Bank, 6445 N Western Ave., Ste 300, Chicago, IL 60645-5452 | | | 13,495 | | | 18.58% | | Service | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 13,266 | | | 18.26% | | Service | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 8,066 | | | 11.11% | | Service | | Empower Financial Services, Inc. | | | 6,915 | | | 9.52% | | Service | | TCA Trustcorp America | | | 3,730 | | | 5.14% | | Investor | | American Enterprise Investment SVC | | | 9,498,253 | | | 53.42% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 3,434,163 | | | 19.31% | | Investor | | LPL Financial | | | 2,423,826 | | | 13.63% | | Investor | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 1,447,643 | | | 8.14% | | Class R | | Hartford Life Insurance Company | | | 151,526 | | | 28.57% | | Class R | | State Street Bank and TR TTEE/Cust. | | | 28,868 | | | 5.44% | | Class R6 | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 2,810,195 | | | 38.70% | | Class R6 | | Edward D. Jones & Co. | | | 616,889 | | | 8.49% |
D-81
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class R6 | | Prudential PIMS/Retirement, as Nominee for the TTEE/CUST PL 719, SIKA Corporation 401(K), 201 Polito Ave., Lyndhurst, NJ 07071-3601 | | | 611,316 | | | 8.42% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 15,261,494 | | | 98.97% | Goldman Sachs Small/Mid Cap Value Fund | | Class A | | American Enterprise Investment SVC | | | 55,062 | | | 34.05% | | Class A | | Stifel Nicolaus & Co. | | | 20,339 | | | 12.58% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 12,138 | | | 7.51% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 10,439 | | | 6.46% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 8,431 | | | 5.21% | | Class C | | American Enterprise Investment SVC | | | 29,304 | | | 43.79% | | Class C | | Stifel Nicolaus & Co. | | | 17,260 | | | 25.79% | | Class C | | LPL Financial | | | 14,107 | | | 21.08% | | Institutional | | TD Ameritrade Clearing Inc. | | | 575,522 | | | 35.17% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 449,389 | | | 27.47% | | Institutional | | MSCS Financial Services LLC, SEI Private Trust Company, C/O Principal Financial ID 636, Attn: Mutual Fund Administrator, 1 Freedom Valley Dr., Oaks, PA 19456-9989 | | | 287,805 | | | 17.59% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 129,388 | | | 7.91% | | Investor | | American Enterprise Investment SVC | | | 412,939 | | | 66.57% | | Investor | | LPL Financial | | | 152,829 | | | 24.64% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 53,918 | | | 8.69% | | Class R | | Pai Trust Company Inc., River Falls Eye Surgery & Laser Center, 1300 Enterprise Dr., De Pere, WI 54115-4934 | | | 4,048 | | | 54.26% | | Class R | | GWFS Equities Inc, BRN Burden Emrik Nero SCHZ Bibbey S, Yellowstone Pathology 401K PSP, C/O Fascore LLC | | | 1,303 | | | 17.47% | | Class R | | State Street Bank and TR TTEE/Cust. | | | 957 | | | 12.83% | | Class R | | GSAM Holdings LLC Seed Account | | | 669 | | | 8.97% | | Class R6 | | Voya Institutional Plan Services LLC, 1 Heritage Dr., North Quincy, MA 02171-2105 | | | 4,563,870 | | | 73.13% | | Class R6 | | Vanguard Fiduciary Trust Company, Attn: Outside Funds K22, PO Box 2600, Valley Forge, PA 19482-2600 | | | 1,589,857 | | | 25.47% |
D-82
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 6,364,234 | | | 99.94% | Goldman Sachs Strategic Factor Allocation Fund | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 1,317,873 | | | 98.41% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 206,368,547 | | | 100.00% | Goldman Sachs Strategic Growth Fund | | Class A | | National Financial Services LLC, FIIOC FBO, F J Neil + Inter-Mares Trading Co., Profit Sharing & 401K Plan, 100 Magellan way (KW1C), Covington , KY 41015-1987 | | | 283,771 | | | 6.88% | | Class A | | Edward D. Jones & Co. | | | 709,308 | | | 17.19% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 643,215 | | | 15.59% | | Class A | | Pershing LLC, PO Box 2052 | | | 283,224 | | | 6.86% | | Class A | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 280,092 | | | 6.79% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 271,591 | | | 6.58% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 260,965 | | | 6.32% | | Class C | | Equitable Advisors LLC, UMB Bank NA, Cust Non DFI Simple FBO Charles Russell, 108 Lotus St., Oceanside, CA 92054-3730 | | | 10,675 | | | 5.42% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 63,394 | | | 32.19% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 24,847 | | | 12.62% | | Class C | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 22,350 | | | 11.35% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 15,643 | | | 7.94% | | Class C | | American Enterprise Investment SVC | | | 14,461 | | | 7.34% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 2,588,155 | | | 67.28% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 316,343 | | | 8.22% | | Institutional | | UBS WM USA | | | 264,626 | | | 6.88% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 230,657 | | | 6.00% |
D-83
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Service | | Lincoln Financial Advisors, Lincoln Financial Group Trust Co., FBO Rollover IRA Plan, PO Box 21008, Greensboro, NC 27420-1008 | | | 35,906 | | | 33.85% | | Service | | Lincoln Financial Advisors, Lincoln Financial Group Trust Co., FBO Traditional IRA Plan, PO Box 21008, Greensboro, NC 27420-1008 | | | 22,203 | | | 20.93% | | Service | | Lincoln Financial Advisors, Lincoln Financial Group Trust Co., FBO Rollover SS IRA Plan, PO Box 21008, Greensboro, NC 27420-1008 | | | 5,963 | | | 5.62% | | Service | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 33,555 | | | 31.64% | | Investor | | American Enterprise Investment SVC | | | 443,850 | | | 84.18% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 51,915 | | | 9.85% | | Class R | | GWFS Equities Inc, Alejandro Onofrio TTEE FBO, Ocasa Inc 401K, C/O Fascore | | | 18,923 | | | 73.45% | | Class R | | State Street Bank and TR TTEE/Cust. | | | 4,641 | | | 18.01% | | Class R | | GSAM Holdings LLC Seed Account | | | 2,201 | | | 8.54% | | Class R6 | | Empower Financial Services, Inc. | | | 340,800 | | | 86.99% | | Class R6 | | Edward D. Jones & Co. | | | 34,941 | | | 8.92% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 5,551,455 | | | 98.24% | Goldman Sachs Strategic Income Fund | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 2,520,175 | | | 19.60% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 1,946,330 | | | 15.13% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 1,621,241 | | | 12.61% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 1,260,225 | | | 9.80% | | Class A | | TD Ameritrade Clearing Inc. | | | 981,944 | | | 7.64% | | Class A | | American Enterprise Investment SVC | | | 743,238 | | | 5.78% | | Class A | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 746,053 | | | 5.80% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 189,226 | | | 26.63% | | Class C | | LPL Financial | | | 135,761 | | | 19.11% | | Class C | | UBS WM USA | | | 98,868 | | | 13.91% |
D-84
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 69,507 | | | 9.78% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 60,127 | | | 8.46% | | Class C | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 37,312 | | | 5.25% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 6,637,547 | | | 20.27% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 5,792,928 | | | 17.69% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 4,619,344 | | | 14.10% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 4,433,872 | | | 13.54% | | Institutional | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 2,795,779 | | | 8.54% | | Institutional | | Pershing LLC, PO Box 2052 | | | 2,187,730 | | | 6.68% | | Institutional | | TD Ameritrade Clearing Inc. | | | 1,637,813 | | | 5.00% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 607,288 | | | 38.91% | | Investor | | LPL Financial | | | 486,220 | | | 31.15% | | Investor | | American Enterprise Investment SVC | | | 123,404 | | | 7.91% | | Class R | | GWFS Equities Inc, Massachusetts Mutual Life Insurance, 1295 State St., MIP M200-INVST, Springfield, MA 01111-0001 | | | 53,846 | | | 16.36% | | Class R | | Pershing LLC, PO Box 2052 | | | 91,562 | | | 27.83% | | Class R | | The Hartford Plz., Hartford Ct 06155-0001 | | | 70,677 | | | 21.48% | | Class R | | Ascensus Trust Company | | | 38,476 | | | 11.69% | | Class R | | Principal Securities Inc. | | | 28,698 | | | 8.72% | | Class R6 | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 2,137,496 | | | 55.24% | | Class R6 | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 1,417,037 | | | 36.62% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 16,878,839 | | | 99.75% | Goldman Sachs Strategic Volatility Premium Fund | | Institutional | | GSAM Holdings LLC Comp Hedge, Attn IMD-INDA-SAOS-2022 | | | 5,778 | | | 17.75% | | Institutional | | GSAM Holdings LLC Seed Account, The Goldman Sachs Group LP, ILA Money Market CM Seed Account, Attn: IMD-INDIA-SAOS, Helios Business Park, 150 Outer Ring Rd., Kadubeesanahalli | | | 5,057 | | | 15.54% |
D-85
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Institutional | | GSAM Holdings LLC Comp Hedge, Attn IMD-INDA-SAOS-2023 | | | 2,850 | | | 8.76% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 18,867 | | | 57.96% | | Class P | | Goldman Sachs & Co, 295 Chipeta Way, Fl 4, Salt Lake City, UT 84108-1285 | | | 45,559,128 | | | 100.00% | Goldman Sachs Tactical Tilt Overlay Fund | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 1,648,272 | | | 68.42% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 681,215 | | | 28.28% | | Class R6 | | Goldman Sachs Asset Management LP, Deloitte Pension Plan for Partners, Multi Asset Class, 695 E main St., Stamford, CT 06901-2141 | | | 10,293,115 | | | 18.38% | | Class R6 | | Goldman Sachs Asset Management LP, KPMG Partner Pension Plan, 3 Chestnut Ridge Rd., Montvale, NJ 07645-1842 | | | 8,407,254 | | | 15.01% | | Class R6 | | Goldman Sachs Asset Management LP, KPMG Partner Pension Plan, 3 Chestnut Ridge Rd., Montvale, NJ 07645-1842 | | | 6,655,718 | | | 11.88% | | Class R6 | | Goldman Sachs Asset Management LP, Deloitte Pension Plan for Partners, Princ and Dir Multi Asset Class, Attn: Chris Mattoni, Senior Mgr Total Rewards COE Talent, 695 E main St., Stamford, CT 06901-2141 | | | 6,290,765 | | | 11.23% | | Class R6 | | Goldman Sachs Asset Management LP, Cargill SUP Goldman Sachs Tactical Tilt Overlay Fund 332215, 9320 Excelsior Blvd., MS 15-6-9320, Hopkins, MN 55343-9469 | | | 4,682,982 | | | 8.36% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 395,197,611 | | | 100.00% | Goldman Sachs Tax-Advantaged Global Equity Portfolio | | Class A | | Band & CO Institutional Trust, C/O US Bank NA, 1555 N Rivercenter Dr. Ste 203, Milwaukee, WI 532123958 | | | 15,363 | | | 52.12% | | Class A | | Stifel Nicolaus & Co. | | | 6,586 | | | 22.35% | | Class A | | TD Ameritrade Clearing Inc. | | | 6,293 | | | 21.35% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 875,017 | | | 44.53% | | Institutional | | UBS WM USA | | | 470,866 | | | 23.96% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 173,601 | | | 8.84% | | Institutional | | Pershing LLC | | | 151,989 | | | 7.74% |
D-86
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 102,984 | | | 5.24% | | Class R6 | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 407,544 | | | 99.83% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 172,719,862 | | | 97.63% | Goldman Sachs Technology Opportunities Fund | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 2,806,616 | | | 16.40% | | Class A | | TD Ameritrade Clearing Inc. | | | 1,448,883 | | | 8.46% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 1,298,736 | | | 7.59% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 1,098,851 | | | 6.42% | | Class A | | American Enterprise Investment SVC | | | 921,798 | | | 5.39% | | Class A | | State Street Bank and TR TTEE/Cust. | | | 874,600 | | | 5.11% | | Class C | | Pershing LLC, PO Box 2052 | | | 293,949 | | | 18.69% | | Class C | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 232,129 | | | 14.76% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 187,219 | | | 11.90% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 138,349 | | | 8.80% | | Class C | | American Enterprise Investment SVC | | | 94,823 | | | 6.03% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 837,659 | | | 24.05% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 402,318 | | | 11.55% | | Institutional | | American United Life Insurance Co | | | 354,564 | | | 10.18% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 200,407 | | | 5.75% | | Institutional | | American United Life Insurance Co | | | 194,410 | | | 5.58% | | Institutional | | TD Ameritrade Clearing Inc. | | | 177,622 | | | 5.10% | | Service | | MSCS Financial Services LLC, Vantagepoint Traditional IRA, C/O Missionsquare Retirement, 777 North Capital Street, NE, Washington, DC 20002-4239 | | | 116,240 | | | 23.78% |
D-87
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Service | | MSCS Financial Services LLC, Vantagepoint Roth IRA, C/O Missionsquare Retirement, 777 North Capital Street, NE, Washington, DC 20002-4239 | | | 93,767 | | | 19.18% | | Service | | American United Life Insurance Co | | | 82,048 | | | 16.79% | | Service | | American United Life Insurance Co | | | 55,022 | | | 11.26% | | Investor | | American Enterprise Investment SVC | | | 475,927 | | | 50.19% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 244,292 | | | 25.76% | | Investor | | LPL Financial | | | 131,238 | | | 13.84% | | Class R6 | | Goldman Sachs Direct Accts., Mac & Co A/C 47034, FBO GS 529 Plan, Mutual Fund Operations, 500 Grant Street, Room 151-1010, Pittsburgh, PA 15219-2502 | | | 2,190,223 | | | 90.08% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 2,801,667 | | | 98.80% | Goldman Sachs U.S. Equity Dividend and Premium Fund | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 2,021,713 | | | 17.97% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 1,364,433 | | | 12.13% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 1,226,314 | | | 10.90% | | Class A | | American Enterprise Investment SVC | | | 1,217,304 | | | 10.82% | | Class A | | LPL Financial | | | 973,646 | | | 8.66% | | Class A | | Pershing LLC, PO Box 2052 | | | 826,974 | | | 7.35% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 687,591 | | | 6.11% | | Class A | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 619,270 | | | 5.51% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 1,117,481 | | | 22.35% | | Class C | | American Enterprise Investment SVC | | | 891,846 | | | 17.84% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 669,623 | | | 13.39% | | Class C | | Pershing LLC, PO Box 2052 | | | 426,665 | | | 8.53% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 387,648 | | | 7.75% | | Class C | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 366,799 | | | 7.34% |
D-88
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class C | | LPL Financial | | | 320,106 | | | 6.40% | | Class C | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 280,554 | | | 5.61% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 22,181,057 | | | 25.68% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 12,442,053 | | | 14.40% | | Institutional | | TD Ameritrade Clearing Inc. | | | 12,208,705 | | | 14.13% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 10,434,338 | | | 12.08% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 8,363,422 | | | 9.68% | | Institutional | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 5,963,999 | | | 6.90% | | Institutional | | Pershing LLC, PO Box 2052 | | | 5,136,380 | | | 5.95% | | Investor | | American Enterprise Investment SVC | | | 15,616,101 | | | 49.35% | | Investor | | LPL Financial | | | 10,254,837 | | | 32.41% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 4,698,194 | | | 14.85% | | Class R6 | | Goldman Sachs & Co LLC, GS Enhanced Div Global EQ Portfolio, C/O Fund Management, 200 West St., 37th Floor, New York, NY 10282-2102 | | | 14,906,717 | | | 67.33% | | Class R6 | | Saxon & Co., PO Box 94597, Cleveland, OH 44101-4597 | | | 4,963,767 | | | 22.42% | | Class R6 | | Wells Fargo Bank NA FBO Omnibus Cash, PO Box 1533, Minneapolis, MN 55480-1533 | | | 1,112,172 | | | 5.02% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 45,261,588 | | | 97.17% | Goldman Sachs U.S. Equity ESG Fund | | Class A | | Edward D. Jones & Co. | | | 180,887 | | | 40.43% | | Class A | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 96,831 | | | 21.65% | | Class A | | LPL Financial | | | 35,203 | | | 7.87% | | Class C | | LPL Financial | | | 20,576 | | | 33.22% | | Class C | | Stifel Nicolaus & Co. | | | 6,969 | | | 11.25% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 25,038 | | | 40.43% | | Institutional | | GSAM Holdings LLC Comp Hedge, Attn IMD-INDA-SAOS-2022 | | | 13,658 | | | 13.71% | | Institutional | | GSAM Holdings LLC Comp Hedge, Attn IMD-INDA-SAOS-2021 | | | 9,638 | | | 9.67% |
D-89
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Institutional | | GSAM Holdings LLC Comp Hedge, Attn IMD-INDA-SAOS-2023 | | | 6,532 | | | 6.56% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 24,264 | | | 24.35% | | Institutional | | Pershing LLC, PO Box 2052 | | | 17,212 | | | 17.28% | | Institutional | | TD Ameritrade Clearing Inc. | | | 16,230 | | | 16.29% | | Investor | | MSCS Financial Services LLC, Attn: Mutual Funds, C/O ID 337, SEI Private Trust Company, 1 Freedom Valley Dr., Oaks, PA 19456-9989 | | | 13,545 | | | 33.84% | | Investor | | MSCS Financial Services LLC, Matrix Trust Company as Agent for TD Ameritrade Clearing Inc. Trust Company TDARP, Pegasus Elite Aviation 401K Plan, PO Box 17749, Denver, CO 80217-0749 | | | 2,025 | | | 5.06% | | Investor | | LPL Financial | | | 19,221 | | | 48.02% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 4,684 | | | 11.70% | | Class R | | GWFS Equities Inc, Charles Hermes & Nancy Lyons TTEES, C/O Fascore, Clockwork Active Media Systems 401K | | | 12,660 | | | 75.48% | | Class R | | GWFS Equities Inc, Kym Harrington TTEE FBO, C/O Fascore, Salesedge LLC 401K Profit Sharing P | | | 2,109 | | | 12.58% | | Class R | | GSAM Holdings LLC Seed Account | | | 1,654 | | | 9.86% | | Class R6 | | Edward D. Jones & Co. | | | 71,508 | | | 98.96% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 593,376 | | | 99.83% | Goldman Sachs U.S. Equity Insights Fund | | Class A | | Edward D. Jones & Co. | | | 935,532 | | | 16.73% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 526,413 | | | 9.41% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 302,844 | | | 5.42% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 94,116 | | | 31.84% | | Class C | | American Enterprise Investment SVC | | | 29,948 | | | 10.13% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 17,115 | | | 5.79% | | Class C | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 16,744 | | | 5.66% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 3,519,736 | | | 76.94% |
D-90
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Service | | Empower Financial Services, Inc. | | | 41,121 | | | 41.08% | | Service | | Empower Financial Services, Inc. | | | 18,986 | | | 18.97% | | Service | | Empower Financial Services, Inc. | | | 14,871 | | | 14.86% | | Service | | American United Life Insurance Co | | | 8,405 | | | 8.40% | | Investor | | LPL Financial | | | 540,344 | | | 42.25% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 247,721 | | | 19.37% | | Investor | | American Enterprise Investment SVC | | | 237,205 | | | 18.55% | | Investor | | American United Life Insurance Co | | | 129,229 | | | 10.10% | | Class R | | State Street Bank and TR TTEE/Cust. | | | 46,699 | | | 32.66% | | Class R | | The Hartford., 1 Hartford Plz., Hartford, CT 06155-0001 | | | 22,953 | | | 16.05% | | Class R | | GWFS Equities Inc, Jason Dorris TTEE FBO, Dorris & Assoc International 401K &, C/O Fascore LLC | | | 12,469 | | | 8.72% | | Class R | | Mid Atlantic Trust Company | | | 10,530 | | | 7.36% | | Class R6 | | Empower Financial Services, Inc. | | | 88,671 | | | 20.30% | | Class R6 | | Empower Trust | | | 51,991 | | | 11.90% | | Class R6 | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 47,547 | | | 10.89% | | Class R6 | | Charles Schwab Trust Bank. TTEE, Safariland LLC 401(K) Ret. Plan 106062, 2423 E Lincoln Dr. Phoenix, AZ 85016-1215 | | | 45,306 | | | 10.37% | | Class R6 | | Charles Schwab Trust Bank. Trust, Rothschild & Co North America, Inc. 401(K) and Profit SHA 101903, 2423 E. Lincoln Dr. Phoenix, AZ 85016-1215 | | | 42,219 | | | 9.67% | | Class R6 | | Edward D. Jones & Co. | | | 32,909 | | | 7.53% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 4,587,272 | | | 98.22% | Goldman Sachs U.S. Mortgages Fund | | Class A | | Pershing LLC, PO Box 2052 | | | 442,060 | | | 27.04% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 163,088 | | | 9.98% | | Class A | | Wright – Falcon International Bank, 19230 Stone Oak Parkway, San Antonio, Tx 78258-3282 | | | 174,155 | | | 10.65% | | Class A | | First National Huntsville Company, 1300 11th Street, Huntsville, TX 77340-3802 | | | 145,588 | | | 8.91% | | Class A | | State Street Bank and TR TTEE/Cust. | | | 145,198 | | | 8.88% | | Class A | | Wright Investors’ SVC Distributors, Essa Bank and Trust, 744 Main St. Ste. 1, Stroudsburg, PA 18360-2268 | | | 112,186 | | | 6.86% | | Class A | | TD Ameritrade Clearing Inc. | | | 83,662 | | | 5.12% |
D-91
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Investor | | American Enterprise Investment SVC | | | 2,231,374 | | | 76.31% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 259,888 | | | 8.89% | | Investor | | State Street Bank and TR TTEE/Cust. | | | 147,460 | | | 5.04% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 3,720,697 | | | 55.89% | | Institutional | | Empower Financial Services, Inc. | | | 1,125,351 | | | 16.90% | | Institutional | | MSCS Financial Services LLC, Attn: Mutual Funds, C/O ID 861, SEI Private Trust Company, 1 Freedom Valley Dr., Oaks, PA 19456-9989 | | | 672,889 | | | 10.11% | | Class R6 | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 971,632 | | | 55.18% | | Class R6 | | Edward D. Jones & Co. | | | 230,144 | | | 13.07% | | Class R6 | | State Street Bank and TR TTEE/Cust. | | | 210,375 | | | 11.95% | | Class R6 | | Empower Financial Services, Inc. | | | 208,567 | | | 11.84% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 764,172 | | | 99.85% | | Separate Account | | GS PWM INSTL Class, FBO Acct# 021117601 | | | 2,002,833 | | | 19.10% | | Separate Account | | GS PWM INSTL Class, FBO Acct# 021117726 | | | 1,454,318 | | | 13.87% | | Separate Account | | GS PWM INSTL Class, FBO Acct# 054043385 | | | 1,023,898 | | | 9.77% | | Separate Account | | GS PWM INSTL Class, FBO Acct# 021113246 | | | 908,438 | | | 8.67% | | Separate Account | | GS PWM INSTL Class, FBO Acct# 021094826 | | | 805,459 | | | 7.68% | Goldman Sachs U.S. Tax-Managed Equity Fund | | Class A | | Edward D. Jones & Co. | | | 499,436 | | | 21.00% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 302,834 | | | 12.74% | | Class A | | Pershing LLC, PO Box 2052 | | | 278,855 | | | 11.73% | | Class A | | American Enterprise Investment SVC | | | 242,131 | | | 10.18% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 174,283 | | | 7.33% | | Class A | | LPL Financial | | | 163,995 | | | 6.90% | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 141,145 | | | 5.94% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 126,993 | | | 5.34% |
D-92
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 185,322 | | | 37.83% | | Class C | | American Enterprise Investment SVC | | | 96,631 | | | 19.73% | | Class C | | Stifel Nicolaus & Co. | | | 94,237 | | | 19.24% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 35,017 | | | 7.15% | | Institutional | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 296,129 | | | 19.27% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 264,136 | | | 17.19% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 217,497 | | | 14.16% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 164,553 | | | 10.71% | | Institutional | | Pershing LLC, PO Box 2052 | | | 106,066 | | | 6.90% | | Institutional | | MSCS Financial Services LLC, Zeel & Co., Attn: Trust Ops, 141 E 8th St., Holland, MI 49423-3503 | | | 98,168 | | | 6.39% | | Service | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 90,172 | | | 100.00% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 243,175 | | | 47.58% | | Investor | | American Enterprise Investment SVC | | | 149,875 | | | 29.32% | | Investor | | LPL Financial | | | 97,631 | | | 19.10% | | Class R6 | | Goldman Sachs & Co LLC, GS Tax-Adv Global Equity Portfolio, C/O Fund Management, 200 West St., 37th Floor, New York, NY 10282-2102 | | | 61,972,400 | | | 99.94% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 5,497,525 | | | 97.15% |
GOLDMAN SACHS TRUSTGoldman Sachs Trust II
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | Goldman Sachs GQG Partners International Opportunities Fund | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 5,440,829 | | | 24.05% | | Class A | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 3,083,146 | | | 13.63% | | Class A | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 2,779,050 | | | 12.28% |
D-93
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 2,112,801 | | | 9.34% | | Class A | | TD Ameritrade Clearing Inc. | | | 2,087,852 | | | 9.23% | | Class A | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 1,721,766 | | | 7.61% | | Class A | | American Enterprise Investment SVC | | | 1,133,273 | | | 5.01% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 1,041,275 | | | 19.17% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 1,003,989 | | | 18.48% | | Class C | | American Enterprise Investment SVC | | | 741,778 | | | 13.66% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 711,894 | | | 13.11% | | Class C | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 533,065 | | | 9.81% | | Class C | | LPL Financial | | | 471,978 | | | 8.69% | | Class C | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 290,852 | | | 5.35% | | Class C | | Stifel Nicolaus & Co. | | | 273,681 | | | 5.04% | | Institutional | | Pershing LLC, PO Box 2052 | | | 53,459,835 | | | 5.29% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 215,554,783 | | | 21.35% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 213,007,884 | | | 21.10% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 144,837,887 | | | 14.34% | | Institutional | | Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its Customers, Goldman Sachs Funds | | | 129,312,468 | | | 12.81% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 53,386,141 | | | 5.29% | | Investor | | American Enterprise Investment SVC | | | 139,262,737 | | | 41.70% | | Investor | | LPL Financial | | | 118,062,446 | | | 35.35% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 63,194,923 | | | 18.92% | | Class R | | Pershing LLC, PO Box 2052 | | | 71,079 | | | 36.82% | | Class R | | State Street Bank and TR TTEE/Cust | | | 44,976 | | | 23.30% | | | Class R | | GWFS Equities Inc., Empower Trust Company LLC, TTEE F Employee Benefits Clients 401K | | | 30,792 | | | 15.95% |
D-94
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class R | | Lincoln Financial Advisors, Lincoln Retirement Services Company, FBO Life University 401(K) Savings, PO BOX 7876, Fort Wayne, IN 46801-7876 | | | 29,943 | | | 15.51% | | Class R6 | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 10,939,291 | | | 14.25% | | Class R6 | | MSCS Financial Services, The Trust Company of Tennessee, 4823 Old Kingston Pike, Ste 100, Knoxville, TN 37919-6499 | | | 7,814,161 | | | 10.18% | | Class R6 | | Wells Fargo Bank NA FBO Omnibus Cash, PO Box 1533, Minneapolis, MN 55480-1533 | | | 8,044,987 | | | 10.48% | | Class R6 | | Nationwide Investment Services | | | 6,805,665 | | | 8.86% | | Class R6 | | TIAA Trust, N.A. as CUST/TTEE of Retirement Plans Recordkept by TIAA, Attn: Fund Operations, 8500 Andrew Carnegie Blvd., Charlotte, NC 28262-5800 | | | 4,561,657 | | | 5.94% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 142,387,718 | | | 98.77% | Goldman Sachs Multi-Manager Alternatives Fund | | Class A | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 193,369 | | | 27.35% | | Class A | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 93,129 | | | 13.17% | | Class A | | American Enterprise Investment SVC | | | 78,877 | | | 11.16% | | Class A | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 73,963 | | | 10.46% | | Class A | | UBS WM USA | | | 71,001 | | | 10.04% | | Class A | | TD Ameritrade Clearing Inc. | | | 41,670 | | | 5.89% | | Class C | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 33,916 | | | 42.41% | | Class C | | American Enterprise Investment SVC | | | 12,745 | | | 15.93% | | Class C | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 9,908 | | | 12.38% | | Class C | | UBS WM USA | | | 6,274 | | | 7.84% | | Class C | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 5,626 | | | 7.03% | | Institutional | | National Financial Services LLC, FEBO Customers Mutual Funds | | | 507,320 | | | 20.18% | | Institutional | | Wells Fargo Clearing Services, LLC., Special Custody Acct for the Exclusive Benefit of Customer | | | 453,863 | | | 18.05% | | Institutional | | Morgan Stanley Smith Barney LLC, For the Exclusive Benefit of its Customers | | | 351,042 | | | 13.96% |
D-95
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Institutional | | RBC Capital Markets Corporation | | | 319,719 | | | 12.71% | | Institutional | | Charles Schwab & Co, Inc., Special Custody AC FBO Customers | | | 236,451 | | | 9.40% | | Institutional | | UBS WM USA | | | 227,072 | | | 9.03% | | Investor | | American Enterprise Investment SVC | | | 259,831 | | | 53.58% | | Investor | | Raymond James, 92500015, Omnibus for Mutual Funds | | | 128,660 | | | 26.53% | | Investor | | LPL Financial | | | 75,258 | | | 15.52% | | Class R | | GSAM Holdings LLC Seed Account | | | 2,600 | | | 99.03% | | Class R6 | | JP Morgan Securities, LLC, FEBO Customers, Mutual Fund Dept. | | | 2,235 | | | 69.22% | | Class R6 | | GSAM Holdings LLC Seed Account | | | 994 | | | 30.78% | | Class P | | Goldman Sachs & Co., FBO Omnibus 6600 | | | 7,782,602 | | | 98.56% | Goldman Sachs Multi-Manager Global Equity Fund | | Class R6 | | Goldman Sachs Asset Management LP, Motorola Solutions Retirement Trust, 2000 Progress Pkwy, Schaumburg, IL 60196-4000 | | | 18,313,869 | | | 32.29% | | Class R6 | | Goldman Sachs Asset Management LP, Bombardier Trust US Master Trust, 1 Learjet Way, Wichita, KS 67209-2924 | | | 10,183,756 | | | 17.95% | | Class R6 | | Goldman Sachs Asset Management LP, The Timkensteel Corporation, Bargaining Unit Pension Plan, 1835 Dueber Ave SW, Canton, OH 44706-2728 | | | 4,502,857 | | | 7.94% | | Class R6 | | Goldman Sachs Asset Management LP, Chick-fil-a Inc., Amended and Restated Defined Benefit Pension Plan Trust, 5200 Buffington Rd., Atlanta, GA 30349-2945 | | | 3,819,968 | | | 6.73% | | Class R6 | | Goldman Sachs Asset Management LP, Star Tribune Retirement Plans, Master Trust, 650 3rd Ave., S Ste 1300, Minneapolis, MN 55402-1947 | | | 3,630,816 | | | 6.40% | | Class R6 | | Goldman Sachs Asset Management LP, Christian School Pension TR Fund, 2969 Prairie St. SW, Ste 102, Grandville, MI 49418-2008 | | | 313,3907 | | | 5.53% | Goldman Sachs Multi-Manager Non-Core Fixed Income Fund | | Class R6 | | Goldman Sachs Asset Management LP, Motorola Solutions Retirement Trust, 2000 Progress Pkwy, Schaumburg, IL 60196-4000 | | | 22,261,536 | | | 16.46% | | Class R6 | | Goldman Sachs Asset Management LP, Thomson Reuters Group Pension Plan, 610 Opperman Dr., Eagan, MN 55123-1340 | | | 12,167,961 | | | 9.00% |
D-96
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Class R6 | | Goldman Sachs Asset Management LP, Cargill Sup Goldman Sachs Multi-Manager Non Core Fixed Income Fund 332214, 9230 Excelsior Blvd, MS 15-6-9320, Hopkins, MN 55343-9469 | | | 11,500,819 | | | 8.50% | | Class R6 | | Goldman Sachs Asset Management LP, Christian School Pension Tr Fund, 2969 Prairie St. SW, Ste 102, Grandville, MI 49418-2008 | | | 10,914,879 | | | 8.07% | | Class R6 | | Goldman Sachs Asset Management LP, Whirlpool Corp and Subsidiary, Employees Retirement Trust, 2000 N M 63, Benton Harbor, MI 49022-2692 | | | 7,129,532 | | | 5.27% | Goldman Sachs Multi-Manager Real Assets Strategy Fund | | Class R6 | | Goldman Sachs Asset Management LP, Motorola Solutions Retirement Trust, 2000 Progress Pkwy, Schaumburg, IL 10112-0015 | | | 11,282,644 | | | 20.03% | | Class R6 | | Goldman Sachs Asset Management LP, Sprint Master Trust, 6200 Sprint Pkwy #HF0202-2BDTX, Overland Park, KS 66251-6117 | | | 8,418,939 | | | 14.95% | | Class R6 | | Goldman Sachs Asset Management LP, Christian School Pension TR Fund, 2969 Prairie St. SW, Ste 102, Grandville, MI 49418-2008 | | | 4,983,408 | | | 8.85% | | Class R6 | | Goldman Sachs Asset Management LP, Deloitte LLP Master Pension Trust, 30 Rockefeller Plaza, New York, NY 10112-0015 | | | 4,512,120 | | | 8.01% | | Class R6 | | Goldman Sachs Asset Management LP, Deloitte Pension Plan for Partners, Prin and Dir Multi Asset Class, 30 Rockefeller Plaza, New York, NY 10112-0015 | | | 3,926,940 | | | 6.97% | Multi-Manager International Equity Fund | | Class P | | Goldman Sachs & Co, 295 Chipeta Way, Fl 4, Salt Lake City, UT 84108-1285 | | | 97,387,686 | | | 100.00% | Multi-Manager U.S. Small Cap Equity Fund | | Class P | | Goldman Sachs & Co, 295 Chipeta Way, Fl 4, Salt Lake City, UT 84108-1285 | | | 60,546,762 | | | 100.00% |
200 WEST STREETGoldman Sachs Variable Insurance Trust
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | Goldman Sachs Buffered S&P 500 Fund – Jan/Jul, | | Institutional | | GSAM Holdings LLC Seed Account | | | 495,000 | | | 100% | | Service | | GSAM Holdings LLC Seed Account | | | 5,000 | | | 100% |
D-97
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | Goldman Sachs Buffered S&P 500 Fund – Mar/Sep | | Institutional | | GSAM Holdings LLC Seed Account | | | 495,000 | | | 100% | | Service | | GSAM Holdings LLC Seed Account | | | 5,000 | | | 100% | Goldman Sachs Buffered S&P 500 Fund – May/Nov | | Institutional | | GSAM Holdings LLC Seed Account | | | 495,000 | | | 100% | | Service | | GSAM Holdings LLC Seed Account | | | 5,000 | | | 100% | Goldman Sachs Core Fixed Income Fund | | Institutional | | Lombard International Life Assurance Company, One Liberty Place, 1650 Market St., 53th Fl., 1 Liberty Place, Fl 54, Philadelphia, PA 19103-4201 | | | 2,535,349 | | | 56.05% | | Institutional | | Protective Life Insurance, Co. | | | 1,384,768 | | | 30.61% | | Institutional | | AIG Life Insurance Co., 27 Richmond, Rd., PO Box HM 152, Hamilton HM, AX, Bermuda | | | 313,130 | | | 6.92% | | Service | | Thrivent Financial for Lutherans, 600 Portland Ave, Ste. 100, Minneapolis, MN 55415-4402 | | | 4,859,140 | | | 56.98% | | Service | | Protective Life Insurance, Co. | | | 2,816,343 | | | 33.02% | Goldman Sachs Government Money Market Fund | | Institutional | | Valic Financial Advisors, Inc., Variable Annuity Life Insurance Co, 2727-A Allen Parkway, 4-D1, Houston, TX 77019-2107 | | | 537,303,612 | | | 33.01% | | Institutional | | Nationwide Investment Services, Nationwide Insurance Co., Cust FBO NWPP | | | 432,360,209 | | | 26.56% | | Institutional | | Nationwide Investment Services | | | 357,196,758 | | | 21.95% | | Service | | American General Life Insurance CO., 2727A Allen Pkwy., # -D1 MSC 4, Houston, TX 77019-2107 | | | 360,656,026 | | | 45.49% | | Service | | Commonwealth Annuity & Life, Annuity Company to Commonwealth Annuity and Life Ins. Co | | | 194,697,103 | | | 24.56% | | Service | | Life of Virginia, GE Life & Annuity Assurance Co., Attn: Variable Accounting, 6620 W Broad St., Bldg 2, Richmond, VA 23230-1721 | | | 144,751,904 | | | 18.26% | Goldman Sachs International Equity Insights Fund | | Institutional | | Lombard International Life Assurance Company, One Liberty Place, 1650 Market St., 53th Fl., 1 Liberty Place, Fl 54, Philadelphia, PA 19103-4201 | | | 1,700,781 | | | 21.99% | | Institutional | | Kemper Inv Life Insurance Co., Zurich American Life Ins Co., Separate Accounts, 2801 Highway 280 S, Birmingham, AL 35223-2479 | | | 1,070,236 | | | 13.84% | | Institutional | | Protective Life Insurance, Co. | | | 2,053,244 | | | 26.54% | | Institutional | | Providence Life Assurance Company Bermuda Ltd., 7 Par-La-Ville Rd., Hamilton HM 11, Bermuda | | | 847,656 | | | 10.96% |
D-98
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Institutional | | Protective Life Insurance, Co. | | | 778,985 | | | 10.07% | | Institutional | | AIG Life Insurance Co., 27 Richmond, Rd., PO Box HM 152, Hamilton HM, AX, Bermuda | | | 569,046 | | | 7.36% | | Service | | Protective Life Insurance, Co. | | | 3,683,079 | | | 83.81% | | Service | | Protective Life Insurance, Co. | | | 337,050 | | | 7.67% | | Service | | Commonwealth Annuity & Life, First Allmerica Financial Life Insurance Company | | | 286,017 | | | 6.51% | Goldman Sachs Large Cap Value Fund | | Institutional | | Ohio National Life Insurance, Co. | | | 7,412,640 | | | 46.06% | | Institutional | | Protective Life Insurance, Co. | | | 3,520,859 | | | 21.88% | | Institutional | | Protective Life Insurance, Co. | | | 1,588,371 | | | 9.87% | | Institutional | | Lombard International Life Assurance Company, One Liberty Place, 1650 Market St., 53th Fl., 1 Liberty Place, Fl 54, Philadelphia, PA 19103-4201 | | | 1,159,440 | | | 7.20% | | Service | | The Lincoln National Life Ins. Co., 1300 S. Clinton St., Fort Wayne, IN 46802-3506 | | | 12,730,120 | | | 46.62% | | Service | | Protective Life Insurance, Co. | | | 9,245,266 | | | 33.86% | | Service | | Ohio National Life Insurance, Co. | | | 4,167,195 | | | 15.26% | Goldman Sachs Mid Cap Growth Fund | | Institutional | | Lombard International Life Assurance Company, 1 Liberty Place, Fl 54, Philadelphia, PA 19103-4201 | | | 10,6216 | | | 83.44% | | Institutional | | Prudential Investment Management Services, LLC, Atten: Separate Accounts Trade Confirms, 213 Washington St. Fl. 7, Newark, NJ 07102-2917 | | | 7,630 | | | 5.99% | | Institutional | | Kemper Inv Life Insuranc Co., Zurich American Life Ins Co., Attn: Paul Narsingh, 165 Broadway, 21st Fl, New York, NY 10006-1454 | | | 6,731 | | | 5.29% | | Institutional | | GSAM Holdings LLC Seed Account | | | 6,712 | | | 5.27% | | Service | | Protective Life Insurance, Co. | | | 4,704,691 | | | 76.75% | | Service | | Commonwealth Annuity & Life, First Allmerica Financial Life Insurance Company | | | 608,984 | | | 9.94% | Goldman Sachs Mid Cap Value Fund | | Institutional | | Riversource Life Insurance CO of NY, A/C 1 Investment Acctg – Managed Assets, 1646 AXP Financial Ctr, Minneapolis, MN 55474-0001 | | | 12,186,810 | | | 60.56% | | Institutional | | Life of Virginia, GE Life & Annuity Assurance Co., Attn: Variable Accounting, 6620 W Broad St., Bldg 2, Richmond, VA 23230-1721 | | | 1,875,380 | | | 9.32% | | Service | | Protective Life Insurance, Co. | | | 6,449,491 | | | 82.41% | | Service | | Protective Life Insurance, Co. | | | 449,730 | | | 5.75% |
D-99
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | Goldman Sachs Multi-Strategy Alternatives Portfolio | | Advisor | | Riversource Life Insurance CO of NY, A/C 1 Investment Acctg – Managed Assets, 1646 AXP Financial Ctr, Minneapolis, MN 55474-0001 | | | 1,245,571 | | | 47.59% | | Advisor | | Nationwide Investment Services, Jefferson National Life Insurance | | | 710,372 | | | 27.14% | | Advisor | | The Lincoln National Life Ins. Co., 1300 S. Clinton St., Fort Wayne, IN 46802-3506 | | | 365,503 | | | 13.97% | | Institutional | | The Lincoln National Life Ins. Co., 1300 S. Clinton St., Fort Wayne, IN 46802-3506 | | | 177,796 | | | 83.43% | | Institutional | | Lombard International Life Assurance Company, One Liberty Place, 1650 Market St., 53th Fl., 1 Liberty Place, Fl 54, Philadelphia, PA 19103-4201 | | | 2,8261 | | | 13.26% | | Service | | Nationwide Investment Services | | | 782,878 | | | 61.57% | | Service | | Nationwide Investment Services | | | 198,750 | | | 15.63% | | Service | | Riversource Life Insurance CO of NY, 1646 AXP Financial Ctr, Minneapolis, MN 55474-0001 | | | 92,124 | | | 7.25% | | Service | | Principal Securities Inc. | | | 66,031 | | | 5.19% | Goldman Sachs Small Cap Equity Insights Fund | | Institutional | | Protective Life Insurance, Co. | | | 1,532,751 | | | 18.70% | | Institutional | | Riversource Life Insurance CO of NY, A/C 1 Investment Acctg – Managed Assets, 1646 AXP Financial Ctr, Minneapolis, MN 55474-0001 | | | 907,098 | | | 11.07% | | Institutional | | Protective Life Insurance, Co. | | | 782,230 | | | 9.54% | | Institutional | | Mid Atlantic Trust Company | | | 747,849 | | | 9.12% | | Institutional | | Providence Life Assurance Company Bermuda Ltd., 7 Par-La-Ville Rd., Hamilton HM 11, Bermuda | | | 575,428 | | | 7.02% | | Institutional | | Prudential Investment Management Services, LLC, Atten: Separate Accounts Trade Confirms, 213 Washington St. Fl. 7, Newark, NJ 07102-2917 | | | 563,111 | | | 6.87% | | Institutional | | Mid Atlantic Trust Company | | | 431,076 | | | 5.26% | | Institutional | | Midland National Life Insurance Co., 1 Midland Plz, Sioux Falls, SD 57193-0001 | | | 429,896 | | | 5.24% | | Service | | Protective Life Insurance, Co. | | | 885,016 | | | 39.56% | | Service | | Thrivent Financial for Lutherans, 600 Portland Ave, Ste. 100, Minneapolis, MN 55415-4402 | | | 874,115 | | | 39.07% | Goldman Sachs Strategic Growth Fund | | Institutional | | Protective Life Insurance, Co. | | | 2,467,596 | | | 19.39% | | Institutional | | Farmers New World Life – Vul, Attn: Heather Smith, 3120 139th Ave. SE, Ste 300, Bellevue, WA 98005-4491 | | | 2,212,901 | | | 17.39% | | Institutional | | Protective Life Insurance, Co. | | | 1,381,550 | | | 10.86% |
D-100
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Institutional | | Ohio National Life Insurance, Co. | | | 1,128,811 | | | 8.87% | | Institutional | | The Lincoln National Life Ins. Co., 1300 S. Clinton St., Fort Wayne, IN 46802-3506 | | | 1,030,174 | | | 8.10% | | Institutional | | Mass Mutual Life Insurance, Attn: RS Fund Operations, 1295 State St., MIP C105, Springfield, MA 01111-0001 | | | 923,951 | | | 7.26% | | Institutional | | Metlife Insurance Company of Connecticut, Attn: Shareholder Accounting, PO Box 990027, Hartford, CT 06199-0027 | | | 716,936 | | | 5.63% | | Service | | Protective Life Insurance, Co. | | | 12,899,260 | | | 74.99% | | Service | | Ohio National Life Insurance, Co. | | | 1,859,171 | | | 10.81% | | Service | | Commonwealth Annuity & Life, First Allmerica Financial Life Insurance Company | | | 1,267,305 | | | 7.37% | Goldman Sachs Trend Driven Allocation Fund | | Institutional | | Lombard International Life Assurance Company, 1 Liberty Place, Fl 54, Philadelphia, PA 19103-4201 | | | 23,669 | | | 61.25% | | Institutional | | Pacific Life Insurance Company, 700 Newport Center Dr., Newport Beach, CA 92660-6307 | | | 11,800 | | | 30.54% | | Institutional | | GSAM Holdings LLC Seed Account | | | 3,172 | | | 8.21% | | Service | | Securian Financial Services Inc., Minnesota Life Insurance Company, 400 Robert St. N Ste A, Saint Paul, MN 55101-2099 | | | 14,121,172 | | | 55.75% | | Service | | Ohio National Life Insurance, Co. | | | 9,030,146 | | | 35.65% | Goldman Sachs U.S. Equity Insights Fund | | Institutional | | Riversource Life Insurance CO of NY, A/C 1 Investment Acctg – Managed Assets, 1646 AXP Financial Ctr, Minneapolis, MN 55474-0001 | | | 7,963,958 | | | 53.33% | | Institutional | | Protective Life Insurance, Co. | | | 1,278,277 | | | 8.56% | | Institutional | | Ohio National Life Insurance, Co. | | | 1,109,509 | | | 7.43% | | Institutional | | Lombard International Life Assurance Company, One Liberty Place, 1650 Market St., 53th Fl., 1 Liberty Place, Fl 54, Philadelphia, PA 19103-4201 | | | 976,066 | | | 6.54% | | Service | | Commonwealth Annuity & Life, Annuity Company to Commonwealth Annuity and Life Insurance Company | | | 1,048,145 | | | 44.00% | | Service | | Ohio National Life Insurance, Co. | | | 518,586 | | | 21.77% | | Service | | Commonwealth Annuity & Life, First Allmerica Financial Life Insurance | | | 272,068 | | | 11.42% | | Service | | Delaware Life Insurance Company, 1601 Trapelo Rd., Ste 30, Waltham, MA 02451-7360 | | | 12,8821 | | | 5.41% |
D-101
| | | | | | | | | | | Fund Name | | Class | | Name/Address* | | Number of Shares | | | Percentage of Class | | | Service | | Forethought Life Insurance Co, 10 W Market St., Ste 2300, Indianapolis, IN 46204-2954 | | | 149,782 | | | 6.29% |
* | The entities set forth in this column for each table are the shareholders of record and may be deemed to be the beneficial owners of certain of the shares listed for certain purposes under the securities laws. However, these entities generally do not have an economic interest in these shares and would ordinarily disclaim any beneficial ownership therein. |
D-102
GSFUNDS2023PROXY
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