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Goldman Sachs Variable Insurance Trust – ‘N-CSRS’ for 6/30/14

On:  Tuesday, 8/26/14, at 10:57am ET   ·   Effective:  8/26/14   ·   For:  6/30/14   ·   Accession #:  1193125-14-321056   ·   File #:  811-08361

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/26/14  Goldman Sachs Variable Ins Trust  N-CSRS      6/30/14    3:6.5M                                   RR Donnelley/FAGoldman Sachs Core Fixed Income Fund Goldman Sachs Core Fixed Income FundInstitutionalServiceGoldman Sachs Equity Index Fund Goldman Sachs Equity Index FundServiceGoldman Sachs Government Money Market Fund Goldman Sachs Government Money Market FundInstitutional SharesServiceGoldman Sachs High Quality Floating Rate Fund Goldman Sachs High Quality Floating Rate FundInstitutionalServiceGoldman Sachs International Equity Insights Fund Goldman Sachs Strategic International Equity FundInstitutionalServiceGoldman Sachs Large Cap Value Fund Goldman Sachs Large Cap Value FundInstitutionalServiceGoldman Sachs Mid Cap Growth Fund Goldman Sachs Growth Opportunities FundInstitutionalServiceGoldman Sachs Mid Cap Value Fund Goldman Sachs Mid Cap Value FundInstitutionalServiceGoldman Sachs Multi-Strategy Alternatives Portfolio Advisor SharesInstitutional SharesService SharesGoldman Sachs Small Cap Equity Insights Fund Goldman Sachs Small Cap Equity Insights FundInstitutionalServiceGoldman Sachs Strategic Growth Fund Goldman Sachs Strategic Growth FundInstitutionalServiceGoldman Sachs Strategic Income Fund Advisor SharesInstitutional SharesService SharesGoldman Sachs Trend Driven Allocation Fund Institutional SharesService SharesGoldman Sachs U.S. Equity Insights Fund Goldman Sachs U.S. Equity Insights FundInstitutionalService

Certified Semi-Annual Shareholder Report of a Management Investment Company   —   Form N-CSR
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-CSRS      Goldman Sachs Variable Insurance Trust              HTML   3.80M 
 3: EX-99.906CERT  Certifications Pursuant to Section 906           HTML      9K 
 2: EX-99.CERT  Certifications Pursuant to Section 302              HTML     16K 


N-CSRS   —   Goldman Sachs Variable Insurance Trust


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  Goldman Sachs Variable Insurance Trust  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-08361

 

 

Goldman Sachs Variable Insurance Trust

(Exact name of registrant as specified in charter)

71 South Wacker Drive, Chicago, Illinois 60606-6303

(Address of principal executive offices) (Zip code)

 

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

 

(Name and address of agents for service)

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

 

 

Date of fiscal year end: December 31

 

 

Date of reporting period: June 30, 2014

 

 

 

ITEM 1. REPORTS TO STOCKHOLDERS.

 

     The Semi-Annual Reports to Stockholders are filed herewith.

 

 

 


Goldman

Sachs Variable Insurance Trust

Goldman Sachs

Global Markets

Navigator Fund

Semi-Annual Report

June 30, 2014

 

LOGO


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Principal Investment Strategies and Risks

 

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

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

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

 

1


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

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

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

 

2


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

INVESTMENT OBJECTIVE

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

 

 

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Quantitative Investment Strategies Team discusses the Goldman Sachs Variable Insurance Trust — Goldman Sachs Global Markets Navigator Fund’s (the “Fund”) performance and positioning for the six-month period ended June 30, 2014 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Institutional and Service Shares generated cumulative total returns of 3.23% and 3.05%, respectively. These returns compare to the 3.63% cumulative total return of the Fund’s benchmark, the GS Global Markets Navigator Index (the “Index”), during the same time period. A blended index comprised 60% of the Standard & Poor’s 500® Index1 (with dividends reinvested) (the “S&P 500® Index”) and 40% of the Barclays U.S. Aggregate Bond Index2 (with dividends reinvested) generated a cumulative total return of 5.93% during the same time period. The S&P 500® Index and the Barclays U.S. Aggregate Bond Index generated cumulative total returns of 7.14% and 3.93%, respectively, during the same time period.

Importantly, during the Reporting Period, the Fund’s overall annualized volatility was 7.22%, less than the S&P 500® Index’s annualized volatility of 10.51% during the same time period.

 

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

Following a strong rally in 2013, global equity markets pulled back at the beginning of the Reporting Period, largely in response to ongoing global macroeconomic challenges and growing uncertainty in emerging market economies as well as to the contraction in China’s manufacturing Purchasing Managers Index (“PMI”). The S&P 500® Index fell 3.46% in January 2014, experiencing its worst monthly decline since May 2012. Emerging market equities also ended the month in negative territory.

Global equity markets rallied in February 2014. Despite weaker than expected U.S. economic data, the S&P 500® Index posted a gain of 4.57%, achieving a new all-time high. The MSCI EAFE (Europe, Australasia, Far East) Index3 (“MSCI EAFE Index”) also recorded positive returns. Meanwhile, the Eurozone economy grew at a stronger than expected rate as a result of improving domestic demand. Conversely, Japan trailed the developed markets overall, largely because of weak exports, with the MSCI Japan Net Return Index4 (“MSCI Japan Index”) declining 0.45%. The MSCI Emerging Markets Net Return Index5 (“MSCI Emerging Markets Index”) posted gains of 3.33% in February 2014 on improved sentiment for many emerging markets currencies. Positive import and export data from China, in addition to the strong performance of Polish and Greek stocks, helped to offset concerns about Russian equities.

In March 2014, global equities produced mixed results. The S&P 500® Index gained 0.84% after reaching a new record high mid-month, amid robust merger and acquisition and initial public offering activity. The MSCI Emerging Markets Index also gained, returning 3.09% for the month, as a rebound in Latin American equity markets and positive sentiment about India’s election led to a rally. Conversely, the MSCI EAFE Index retreated in March 2014, declining 0.64%. Despite disappointing corporate earnings and

 

 

1  The S&P 500® Index is the Standard & Poor’s 500 Composite Stock Price Index of 500 stocks, an unmanaged index of common stock prices. The Index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.
2  The Barclays U.S. Aggregate Bond Index represents an unmanaged diversified portfolio of fixed income securities, including U.S. Treasuries, investment grade corporate bonds, and mortgage-backed and asset-backed securities. The Index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.
3  The MSCI EAFE Index is an unmanaged index designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. The Index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.
4  The MSCI Japan Index is an unmanaged index designed to track the equity market performance of Japanese securities listed on Tokyo Stock Exchange, Osaka Stock Exchange, JASDAQ and Nagoya Stock Exchange. The Index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.
5  The MSCI Emerging Markets Index (MSCI EM) is an unmanaged index designed to measure equity market performance of emerging markets. The Index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.

 

3


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

signs of deflation, European equities were up, while Japanese equities continued to underperform on bearish sentiment in advance of an increase in Japan’s consumption tax.

 

Global equities were modestly positive in April 2014 as investors were buoyed by bullish sentiment, with a number of developed equity markets starting the month at or near record highs. The S&P 500® Index gained 0.74%, as consumer and business sentiment improved and initial jobless claims fell to a post-financial crisis low. The MSCI EAFE Index declined sharply at the start of the month but rallied back on positive European economic data to finish April 2014 1.45% higher. The MSCI Emerging Markets Index also gained modestly, returning 0.37%, as broadly strong performance across Asian markets was offset by geopolitical concerns from Russia and India and weak economic data from China. Conversely, the MSCI Japan Index declined 3.37% following the implementation of the much anticipated consumption tax increase.

Developed equity market indices ended the month of May 2014 at or near record highs against a backdrop of low volatility in the global financial markets. Momentum in U.S. stocks continued, with the S&P 500® Index gaining 2.35% in May 2014. U.S. market volatility also fell to its lowest level since 2007 as U.S. economic data continued to show signs of recovery, particularly in the labor and housing markets. The MSCI EAFE Index rose 1.62%, buoyed by bullish sentiment about mergers and acquisition activity. Meanwhile, the MSCI Japan Index rebounded in anticipation of further action from the Bank of Japan to boost investment sentiment after the consumption tax increase. The MSCI Emerging Markets Index was up 3.51% in May 2014, as political stability improved in India and Russia.

The S&P 500® Index continued to make fresh highs through June 2014 amid encouraging economic data. However, first calendar quarter U.S. economic growth was revised downward as a result of a drop in private consumption, which was attributed to severe winter weather. Japanese stocks rallied sharply during the month, with the MSCI Japan Index gaining 4.79% in June 2014, as the consumption tax drove the biggest year over year increase in inflation in more than 20 years. Emerging market equities benefited from the strong performance of the BRICS (Brazil, Russia, India, China and South Africa) markets, with the MSCI Emerging Markets Index rising 2.70%. The MSCI EAFE Index was also modestly higher, up 0.96%, on positive investor sentiment.

In the global fixed income markets, government bond yields, including longer maturity U.S. Treasury yields, declined in January and February 2014. Government bond yields were also pressured by investor risk aversion, largely due to geopolitical conflict between Russia and Ukraine. In January 2014, U.S. unemployment data showed disappointing nonfarm payroll growth. Federal Reserve (“Fed”) Chair Yellen said the Fed would adhere to its plan to scale back its quantitative easing program unless there is a “significant change” in the economic outlook. In March 2014, the Fed projected a slightly sooner than anticipated timetable for policy tightening and dropped the language regarding the 6.5% unemployment threshold as a condition for raising interest rates, pushing U.S. Treasury yields higher at the end of the first calendar quarter.

During the second quarter of 2014, as mentioned previously, the U.S. revised first calendar quarter economic growth downward. Meanwhile, the European Central Bank raised the possibility of additional monetary policy intervention to stimulate the weak Eurozone economy. Signs of slowing economic growth in the U.S. and Eurozone sparked a rally among U.S. Treasury securities and German government bonds. Yields were pushed lower, with the yield on the benchmark 10-year U.S. Treasury closing as low as 2.44% during the second calendar quarter. Meanwhile, Japan reported its first calendar quarter economic growth had increased by 5.9%, spurred by the consumption tax increase in April, which had led many consumers to speed up spending. Yields on Japanese government bonds, which had increased slightly in the first calendar quarter, declined in the second calendar quarter after the consumption tax was implemented in April 2014.

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

The Fund seeks to achieve its objective by investing in financial instruments that provide exposure to the various underlying global equity and fixed income indices that comprise the GS Global Markets Navigator Index. By dynamically allocating across global asset classes, using a momentum-based methodology, the Fund seeks to manage risk and enhance long-term returns in changing market environments.

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

 

4


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

During the first quarter of 2014, the Fund was hampered by its significant allocation to global equities, as global stocks retreated early in the quarter, with its position in Japanese equities detracting most. This was offset somewhat by the Fund’s allocation to Japanese government bonds, which contributed positively. Near the end of the first calendar quarter, global equities and global fixed income performed well, and the Fund benefited from its allocations to European equities and U.S. small-cap stocks as well as to Japanese and German government bonds.

During the second quarter of 2014, as U.S. equities outpaced most other global equity markets, the Fund’s allocation to U.S. large-cap stocks added to performance. The Fund’s exposure to European equities and emerging markets equities, which performed strongly in the second calendar quarter, also enhanced returns. In addition, the Fund’s exposure to German government bonds and U.S. Treasury securities contributed positively. Conversely, the Fund’s allocation to U.S. small-cap equities hurt performance.

For the Reporting Period overall, the Fund’s allocation to Japanese equities detracted most from relative performance. The Fund benefited from its exposure to U.S. large-cap equities, emerging markets equities and European equities. Its exposure to German, U.S. and Japanese government bonds also contributed positively.

How did volatility affect the Fund during the Reporting Period?

As part of our investment approach, we seek to mitigate the Fund’s volatility. As mentioned earlier, for the Reporting Period overall, the Fund’s actual volatility (annualized, using daily returns) was 7.22% versus the S&P 500® Index’s annualized volatility of 10.51%. Throughout the Reporting Period, the Fund’s 90-day realized volatility did not exceed our 10% volatility control.

How was the Fund positioned during the Reporting Period?

During the Reporting Period, we tactically managed the Fund’s allocations across equity and fixed income markets based on the momentum and volatility of these asset classes. Because of the strong momentum and exceptionally low volatility in most global equity markets, the Fund held an average allocation to equities of 71% of its total net assets during the Reporting Period. The Fund had an average allocation to fixed income of 27% of its total net assets and to cash of 2% of its total net assets during the Reporting Period.

When the Reporting Period began, the Fund’s total assets were allocated 79% to equities, 11% to fixed income and 10% to cash. As mentioned previously, global equity markets performed poorly at the beginning of the Reporting Period. In response, we reduced the Fund’s allocation to global equities and cash in February 2014, while significantly increasing its allocation to fixed income. In March 2014, we reduced the Fund’s allocation to global equities, while modestly increasing its allocation to fixed income and shifting the Fund’s cash position to neutral. Within equities, we increased the Fund’s exposure to U.S. large-cap stocks, European stocks and U.K. stocks because of what we considered the strong medium-term to long-term momentum in those markets. We significantly reduced the Fund’s allocation to Japanese equities due to weak short-term momentum in the Japanese stock market. Within fixed income, we doubled the Fund’s exposure to German government bonds, and added a modest allocation to U.S. Treasury securities based on our view that both market segments had strong short- and medium-term momentum. At the same time, we halved our allocation to Japanese government bonds.

In April 2014, we shifted the Fund to a neutral position in U.K. and Japanese equities because of the weak short-term momentum in those markets. We significantly increased the Fund’s exposure to U.S. Treasury securities as a result of strong short-term momentum in the U.S. Treasury market. Also, we slightly increased the Fund’s exposure to German government bonds while further reducing its allocation to Japanese government bonds. In May 2014, we increased the Fund’s allocation to global equities because of improving momentum across most world equity markets. At the same time, we decreased the Fund’s exposure to global fixed income and maintained a neutral position in cash. We increased the Fund’s exposure to U.S. large-cap stocks, European stocks and U.K. stocks. We also added an allocation to emerging markets equities because of strong short-term momentum in that asset class. In addition, during May 2014, we maintained the Fund’s exposure to German government bonds and shifted to a neutral position in both U.S. Treasury securities and Japanese government bonds. During June 2014, we maintained the Fund’s large allocation to global equities because of strong momentum across most world equity markets. We increased its exposure to European equities and emerging markets equities as a result of strong short-term momentum in both markets. We also maintained the Fund’s neutral position in Japanese equities and eliminated its modest exposure to U.S. small-cap stocks. In addition, we modestly increased the Fund’s allocation to German government bonds during June 2014.

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

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

 

5


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

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

At the end of the Reporting Period, we maintained the Fund’s large allocation to global equities because of strong momentum across most equities markets and had modestly reduced the Fund’s exposure to global fixed income. Within equities, we increased exposure to U.S. large-cap equities and added allocations to U.S. small-cap equities and Japanese equities as a result of strong short-term momentum. In addition, we slightly decreased the Fund’s allocation to emerging markets equities and European stocks. We also eliminated its position in U.K. equities. Within fixed income, we modestly decreased the Fund’s allocation to German government bonds. The Fund had minimal exposure to U.S. Treasury securities and no exposure to Japanese government bonds at the end of the Reporting Period.

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

 

6


FUND BASICS

 

Global Markets Navigator Fund

as of June 30, 2014

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/14    One Year      Since Inception      Inception Date
Institutional      N/A         6.50    10/16/13
Service      10.02      9.18       4/16/12

 

1  Standardized Total Returns are average annual total returns or cumulative total returns (only if the performance period is one year or less) as of the most recent calendar quarter-end. They assume reinvestment of all distributions at net asset value. Because Institutional Shares and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the total return figures in the above chart. Please visit www.GSAMFUNDS.com to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Institutional        0.86      1.14
Service        1.09         1.56   

 

2  The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectuses for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2015, and prior to such date the Investment Adviser may not terminate the arrangements without the approval of the Fund’s Board of Trustees. If these arrangements are discontinued in the future, the expense ratios may change without shareholder approval.

 

7


FUND BASICS

 

FUND COMPOSITION3

 

 

 

LOGO

 

 

 

3  The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets (excluding investments in the securities lending reinvestment vehicle, if any). Figures in the graph may not sum to 100% due to the exclusion of other assets and liabilities. The graph depicts the Fund’s investments but may not represent the Fund’s market exposure due to the exclusion of certain derivatives, if any, as listed in the Additional Investment Information section of the Schedule of Investments.
4  “Agency Debentures” include agency securities offered by companies such as Federal Home Loan Bank and Federal Home Loan Mortgage Corporation, which operate under a government charter. While they are required to report to a government regulator, their assets are not explicitly guaranteed by the government and they otherwise operate like any other publicly traded company.

 

8


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Schedule of Investments

June 30, 2014 (Unaudited)

 

Principal

Amount

   

Interest

Rate

   

Maturity

Date

    Value  
  Agency Debentures(a) – 16.8%   

 

FHLMC

  

$ 15,794,000        0.000     10/16/14      $ 15,791,646   

 

FNMA

  

  15,417,000        0.000       07/30/14        15,416,630   

 

 

 
  TOTAL AGENCY DEBENTURES   
  (Cost $31,206,139)      $ 31,208,276   

 

 

 
     
Shares     Description     Value  
  Exchange Traded Funds – 45.1%   
  736,238       
 
iShares MSCI Emerging
Markets ETF
  
  
  $ 31,827,569   
  289,054        Vanguard S&P 500 ETF        51,864,959   

 

 

 

 

TOTAL EXCHANGE TRADED FUNDS

  

  (Cost $77,107,258)      $ 83,692,528   

 

 

 
     

Principal

Amount

   

Interest

Rate

   

Maturity

Date

    Value  
  U.S. Treasury Obligations – 10.2%   

 

United States Treasury Bill(a)

  

$ 18,532,000        0.000     08/28/14      $ 18,531,407   

 

United States Treasury Note

  

  412,000        3.125       05/15/21        439,917   

 

 

 
  TOTAL U.S. TREASURY OBLIGATIONS   
  (Cost $18,971,061)      $ 18,971,324   

 

 

 

Shares

   

Distribution

Rate

  Value  
  Investment Company(b)(c) – 34.7%   

 
 

Goldman Sachs Financial Square Government Fund —
FST Shares

  
  

  64,400,171      0.006%   $ 64,400,171   
  (Cost $64,400,171)   

 

 

 
  TOTAL INVESTMENTS – 106.8%   
  (Cost $191,684,629)   $ 198,272,299   

 

 

 

 
 

LIABILITIES IN EXCESS OF
OTHER ASSETS – (6.8)%

    (12,543,616

 

 

 
  NET ASSETS – 100.0%   $ 185,728,683   

 

 

 

 

The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
(a)   Issued with a zero coupon. Income is recognized through the accretion of discount.
(b)   Represents an affiliated issuer.
(c)   Variable rate security. Interest rate or distribution rate disclosed is that which is in effect at June 30, 2014.

 

Investment Abbreviations:
FHLMC   — Federal Home Loan Mortgage Corp.
FNMA   — Federal National Mortgage Association

ADDITIONAL INVESTMENT INFORMATION

FUTURES CONTRACTS — At June 30, 2014, the Fund had the following futures contracts:

 

Type     

Number of

Contracts

Long (Short)

    

Expiration

Date

    

Current

Value

      

Unrealized

Gain (Loss)

 
EURO STOXX 50 Index      1,243      September 2014      $ 55,009,930         $ (739,973
Euro-Bund      163      September 2014        32,812,029           365,831   

FTSE 100 Index

     76      September 2014        8,728,756           (3,712
TOTAL                               $ (377,854

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Statement of Assets and Liabilities

June 30, 2014 (Unaudited)

 

  
Assets:       

Investments in unaffiliated issuers, at value (cost $127,284,458)

   $ 133,872,128   

Investments in affiliated issuer, at value (cost $64,400,171)

     64,400,171   

Cash

     280,495   

Receivables:

  

Collateral on certain derivative contracts(a)

     4,969,685   

Fund shares sold

     520,935   

Dividends and interest

     252,747   

Variation margin on certain derivative contracts

     108,860   

Reimbursement from investment adviser

     100,591   

Other assets

     6,646   
Total assets      204,512,258   
  
  
Liabilities:       

Payables:

  

Investments purchased

     18,531,567   

Amounts owed to affiliates

     153,009   

Fund shares redeemed

     26,802   

Accrued expenses

     72,197   
Total liabilities      18,783,575   
  
  
Net Assets:       

Paid-in capital

     173,912,882   

Undistributed net investment income

     162,698   

Accumulated net realized gain

     5,439,724   

Net unrealized gain

     6,213,379   
NET ASSETS    $ 185,728,683   

Net Assets:

  

Institutional

   $ 144,327   

Service

     185,584,356   

Total Net Assets

   $ 185,728,683   

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

  

Institutional

     12,203   

Service

     15,698,550   

Net asset value, offering and redemption price per share:

  

Institutional

     $11.83   

Service

     11.82   

(a) Represents segregated cash of $4,969,685 relating to collateral on futures transactions.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Statement of Operations

For the Six Months Ended June 30, 2014 (Unaudited)

 

  
Investment income:       

Dividends — unaffiliated issuer

   $ 726,730   

Interest

     133,709   

Securities lending income — affiliated issuer

     15,398   

Dividends — affiliated issuer

     1,226   
Total investment income      877,063   
  
  
Expenses:       

Management fees

     625,343   

Distribution and Service fees — Service Class

     197,818   

Professional fees

     79,816   

Printing and mailing costs

     43,960   

Custody, accounting and administrative services

     25,288   

Transfer Agent fees(a)

     15,830   

Trustee fees

     12,859   

Other

     9,421   
Total expenses      1,010,335   

Less — expense reductions

     (199,897
Net expenses      810,438   
NET INVESTMENT INCOME      66,625   
  
  
Realized and unrealized gain (loss):       

Net realized gain from:

  

Investments

     1,696,451   

Futures contracts

     3,814,744   

Foreign currency transactions

     19,996   

Net change in unrealized gain (loss) on:

  

Investments

     1,978,543   

Futures contracts

     (1,847,523

Foreign currency translation

     (1,499
Net realized and unrealized gain      5,660,712   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $ 5,727,337   

(a) Institutional and Service Shares has Transfer Agent fees of $6 and & 15,824, respectively.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Statements of Changes in Net Assets

 

     For the
Six Months Ended
June 30, 2014
(Unaudited)
     For the
Fiscal Year Ended
December 31, 2013
 
     
From operations:              

Net investment income (loss)

   $ 66,625       $ (141,146

Net realized gain

     5,531,191         2,956,011   

Net change in unrealized gain

     129,521         5,738,586   
Net increase in net assets resulting from operations      5,727,337         8,553,451   
     
     
Distributions to shareholders:              

From net investment income

     

Institutional Shares(a)

             (45 ) 

Service Shares

             (57,983

From net realized gains

     

Institutional Shares(a)

             (623 ) 

Service Shares

             (3,170,038
Total distributions to shareholders              (3,228,689
     
     
From share transactions:              

Proceeds from sales of shares

     53,430,175         110,493,138   

Reinvestment of distributions

             3,228,689   

Cost of shares redeemed

     (9,570,325      (8,894,669
Net increase in net assets resulting from share transactions      43,859,850         104,827,158   
TOTAL INCREASE      49,587,187         110,151,920   
     
     
Net assets:              

Beginning of period

     136,141,496         25,989,576   

End of period

   $ 185,728,683       $ 136,141,496   
Undistributed net investment income    $ 162,698       $ 96,073   

(a) Institutional Shares commenced operations on October 16, 2013.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Year

 

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

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2014 - Institutional

  $ 11.46      $ 0.04 (d)    $ 0.33      $ 0.37      $      $      $      $ 11.83        3.23   $ 144        0.77 %(e)      1.13 %(e)      0.75 %(d)(e)      158

2014 - Service

    11.47        (d)(f)      0.35        0.35                             11.82        3.05        185,584        1.02 (e)      1.28 (e)      0.08 (d)(e)      158   
                           

FOR THE FISCAL YEAR ENDED DECEMBER 31,

 

2013 - Institutional (Commenced October 16, 2013)

    11.41        0.01        0.34        0.35        (0.02     (0.28     (0.30     11.46        3.17        26        0.81 (e)      1.09 (e)      0.33 (e)      195   

2013 - Service

    10.36        (0.02     1.42        1.40        (0.01     (0.28     (0.29     11.47        13.57        136,116        1.04        1.51        (0.21     195   
                           

FOR THE PERIOD ENDED DECEMBER 31,

 

2012 - Service (Commenced April 16, 2012)

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

 

(a) Calculated based on the average shares outstanding methodology.
(b) Assumes investment at the net asset value at the beginning of the period, reinvestment of all distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c) The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.
(d) Reflects income recognized from a corporate action which amounted to $0.03 per share and 0.54% of average net assets.
(e) Annualized.
(f) Amount is less than $0.005 per share.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Notes to Financial Statements

June 30, 2014 (Unaudited)

 

1.    ORGANIZATION

 

Goldman Sachs Variable Insurance Trust (the “Trust” or “VIT”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust includes the Goldman Sachs Global Markets Navigator Fund (the “Fund”). The Fund is a non-diversified portfolio under the Act offering two classes of shares — Institutional and Service Shares. Shares of the Trust are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies.

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

2.    SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

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

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

 

14


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

2.    SIGNIFICANT ACCOUNTING POLICIES (continued)

 

in foreign exchange rates are included in the Statement of Operations within net change in unrealized gain (loss) on foreign currency transactions. Transactions denominated in foreign currencies are translated into U.S. dollars on the date the transaction occurred, the effects of which are included within net realized gain (loss) on foreign currency transactions.

3.  INVESTMENTS AND FAIR VALUE MEASUREMENTS

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

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

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

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

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

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

Equity Securities — Equity securities and investment companies traded on a U.S. securities exchange or the NASDAQ system, or those located on certain foreign exchanges, including but not limited to the Americas, are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, equity securities and exchange traded investment companies are valued at the last bid price for long positions and at the last ask price for short positions. Investments in investment companies (other than those that are exchange traded) are valued at the NAV on the valuation date. To the extent these investments are actively traded, they are classified as Level 1 of the fair value hierarchy, otherwise they are generally classified as Level 2.

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

Debt Securities — Debt securities for which market quotations are readily available are valued daily on the basis of quotations supplied by dealers or an independent pricing service approved by the Trustees. The pricing services may use valuation models or

 

15


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

 

3.  INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

matrix pricing, which consider: (i) yield or price with respect to bonds that are considered comparable in characteristics such as rating, interest rate and maturity date or (ii) quotations from securities dealers to determine current value. Short-term debt obligations that mature in sixty days or less and that do not exhibit signs of credit deterioration are valued at amortized cost, which approximates fair value. With the exception of treasury securities of G8 countries (not held in any money market funds), which are generally classified as Level 1, these investments are generally classified as Level 2 of the fair value hierarchy.

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

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

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

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

 

16


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

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

 

Investment Type      Level 1        Level 2        Level 3  
Assets               
Fixed Income               

Agency Debentures

     $         $ 31,208,276         $   

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

       18,971,324                       

Exchange Traded Funds

       83,692,528                       

Investment Company

       64,400,171                       
Total      $ 167,064,023         $ 31,208,276         $   
Derivative Type                              
Assets(a)               

Futures Contracts

     $ 365,831         $         $   
Liabilities(a)               

Futures Contracts

     $ (743,685      $         $   

 

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

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

4.    INVESTMENTS IN DERIVATIVES

The following table sets forth, by certain risk types, the gross value of derivative contracts as of June 30, 2014. These instruments were used to meet the Fund’s investment objectives and to obtain and/or manage exposure related to the risks below. The values in the table below exclude the effects of cash collateral received or posted pursuant to these derivative contracts, and therefore are not representative of the Fund’s net exposure.

 

     Risk   Statement of Assets and Liabilities   Assets(a)     Statement of Assets and Liabilities   Liabilities(a)  
    Equity     $      Variation margin on certain derivative contracts   $ 743,685   
    Interest Rate   Variation margin on certain derivative contracts     365,831            

 

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

The following table sets forth, by certain risk types, the Fund’s gains (losses) related to these derivatives and their indicative volumes for the six months ended June 30, 2014. These gains (losses) should be considered in the context that these derivative contracts may have been executed to create investment opportunities and/or economically hedge certain investments, and accordingly, certain gains (losses) on such derivative contracts may offset certain (losses) gains attributable to investments.

 

17


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

 

4.    INVESTMENTS IN DERIVATIVES (continued)

 

These gains (losses) are included in “Net realized gain (loss)” or “Net change in unrealized gain (loss)” on the Statement of Operations:

 

Risk    Statement of Operations         

Net

Realized
Gain (Loss)

     Net Change in
Unrealized
Gain (Loss)
    Average
Number of
Contracts(a)
 

Equity

   Net realized gain (loss) from futures contracts/Net change in unrealized gain (loss) on futures contracts         $ 2,828,321       $ (2,477,155     999   

Interest Rate

   Net realized gain (loss) from futures contracts/Net change in unrealized gain (loss) on futures contracts           986,423         629,632        135   

 

(a) Average number of contracts is based on the average of month end balances for the period ended June 30, 2014.

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

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

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

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

 

18


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

5.    AGREEMENTS AND AFFILIATED TRANSACTIONS

 

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

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

For the six months ended June 30, 2014, contractual and effective net management fees with GSAM were at the following rates:

 

Contractual Management Fee Rate        
First
$1 billion
    Next
$1 billion
    Next
$3 billion
    Next
$3 billion
    Over
$8 billion
    Effective
Rate
    Effective Net
Management Fee Rate
 
  0.79%        0.71     0.68     0.66     0.65     0.79     0.74 %* 

 

* GSAM has agreed to waive a portion of its management fee in order to achieve a net management rate, as defined in the Fund’s most recent prospectuses. This waiver will be effective through at least April 30, 2015 and prior to such date GSAM may not terminate the arrangement without approval of the Trustees. The Effective Net Management Rate above is calculated based on the management rate before and after the waiver had been adjusted, if applicable. For the six months ended June 30, 2014, GSAM waived $37,508 of its management fee.

B.  Distribution and Service Plan — The Trust, on behalf of the Service Shares of the Fund, has adopted a Distribution and Service Plan (the “Plan”). Under the Plan, Goldman Sachs, which serves as distributor (the “Distributor”), is entitled to a fee accrued daily and paid monthly, for distribution services and personal and account maintenance services, which may then be paid by Goldman Sachs to authorized dealers, equal to, on an annual basis, 0.25% of the Fund’s average daily net assets attributable to Service Shares.

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

D.  Other Expense Agreements and Affiliated Transactions — GSAM has agreed to limit certain “Other Expense” of the Fund (excluding transfer agent fees and expenses, taxes, interest, brokerage fees, shareholder meetings, litigation, indemnification, and extraordinary expenses) to the extent such expenses exceed, on an annual basis, a percentage rate of the average daily net assets of the Fund. Such Other Expense reimbursements, if any, are accrued daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any. The Other Expense limitation as an annual percentage rate of average daily net assets for the Fund is 0.004%. The Other Expense limitation will remain in place through at least April 30, 2015, and prior to such date GSAM may not terminate the arrangement without the approval of the Trustees. For the six months ended June 30, 2014, GSAM reimbursed $161,993 to the Fund. The Fund bears its respective share of costs related to proxy and shareholder meetings, and GSAM has agreed to reimburse the Fund to the extent such expenses exceed a specified percentage of the Fund’s net assets. In addition, the Fund has entered into certain offset arrangements with the custodian and the transfer agent, which may result in a reduction of the Fund’s expenses and are received irrespective of the application of the “Other Expense” limitation described above. For the six months ended June 30, 2014, custody fee credits were $396.

As of June 30, 2014, the amounts owed to affiliates of the Fund were $112,541, $37,469, and $2,999 for management, distribution and service, and transfer agent fees, respectively.

E.  Line of Credit Facility — As of June 30, 2014, the Fund participated in a $1,080,000,000 committed, unsecured revolving line of credit facility (the “facility”) together with other funds of the Trust and registered investment companies having management agreements with GSAM or its affiliates (“Other Borrowers”). Pursuant to the terms of the facility, the Fund and Other Borrowers could increase the credit amount by an additional $120,000,000, for a total of up to $1,200,000,000. This facility is to be used solely for temporary or emergency purposes, which may include the funding of redemptions. The interest rate on borrowings is

 

19


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

 

5.    AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

based on the federal funds rate. The facility also requires a fee to be paid by the Fund based on the amount of the commitment that has not been utilized. For the six months ended June 30, 2014, the Fund did not have any borrowings under the facility.

F.  Other Transactions with Affiliates — The following table provides information about the investment in shares of a fund of which the Fund is an affiliate for the six months ended June 30, 2014:

 

Name of Affiliated
Fund
  Number of
Shares Held
Beginning of Period
    Shares Bought     Shares Sold     Number of
Shares Held
End of Period
    Value at End
of Period
    Dividend
Income
 
Goldman Sachs
Financial Square
Government Fund
    49,080,417        136,042,329        (120,722,575     64,400,171      $ 64,400,171      $ 1,226   

As of June 30, 2014, the Goldman Sachs Group, Inc. was the beneficial owner of approximately 18.4% of the Institutional Class of the Fund.

6.    PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended June 30, 2014, were as follows:

 

Purchases of U.S. Government
and Agency Obligations
  Purchases (Excluding U.S.
Government and Agency
Obligations
    Sales and Maturities of U.S.
Government and Agency
Obligations
    Sales and Maturities (Excluding
U.S. Government and Agency
Obligations
 
$56,116,734   $ 78,408,857      $ 56,080,830      $ 55,966,746   

7.    SECURITIES LENDING

Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and the terms and conditions contained therein, the Fund, may lend its securities through a securities lending agent, Goldman Sachs Agency Lending (“GSAL”), a wholly-owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs and affiliates. In accordance with the Fund’s securities lending procedures, the Fund receives cash collateral at least equal to the market value of the securities on loan. The market value of the loaned securities is determined at the close of business of the Fund at their last sale price or official closing price on the principal exchange or system on which they are traded, and any additional required collateral is delivered to the Fund on the next business day. As with other extensions of credit, the Fund may experience delay in the recovery of its securities or incur a loss should the borrower of the securities breach its agreement with the Fund or become insolvent at a time when the collateral is insufficient to cover the cost of repurchasing securities on loan. Dividend income received from securities on loan may not be subject to withholding taxes and therefore withholding taxes paid may differ from the amounts listed in the Statement of Operations.

The Fund invests the cash collateral received in connection with securities lending transactions in the Goldman Sachs Financial Square Money Market Fund (“Money Market Fund”), an affiliated series of the Trust. The Money Market Fund is registered under the Act as an open end investment company, is subject to Rule 2a-7 under the Act, and is managed by GSAM, for which GSAM may receive an investment advisory fee of up to 0.205% on an annualized basis of the average daily net assets of the Money Market Fund.

In the event of a default by a borrower with respect to any loan, GSAL will exercise any and all remedies provided under the applicable borrower agreement to make the Fund whole. These remedies include purchasing replacement securities by applying the

 

20


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

7.    SECURITIES LENDING (continued)

 

collateral held from the defaulting broker against the purchase cost of the replacement securities. If, despite such efforts by GSAL to exercise these remedies, the Fund sustains losses as a result of a borrower’s default, GSAL indemnifies the Fund by purchasing replacement securities at its expense, or paying the Fund an amount equal to the market value of the replacement securities, subject to an exclusion for any shortfalls resulting from a loss of value in the cash collateral pool due to reinvestment risk and a requirement that the Fund agrees to assign rights to the collateral to GSAL for purpose of using the collateral to cover purchase of replacement securities as more fully described in the Securities Lending Agency Agreement.

Both the Fund and GSAL received compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the six months ended June 30, 2014, is reported under Investment Income on the Statement of Operations. For the six months ended June 30, 2014, GSAL earned $1,670 in fees as securities lending agent.

The following table provides information about the Fund’s investment in the Money Market Fund for the six months ended June 30, 2014:

 

Number of

Shares Held

Beginning of Period

    Shares Bought     Shares Sold    

Number of

Shares Held
End of Period

   

Value at End

of Period

 
  $14,049,375        41,547,275        (55,596,650          $   

8.    TAX INFORMATION

As of December 31, 2013, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:

 

Tax cost    $ 191,771,096   
Gross unrealized gain      6,587,830   
Gross unrealized loss      (86,627
Net unrealized security gain    $ 6,501,203   

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

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

9.    OTHER RISKS

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

Foreign Custody Risk — A Fund that invests in foreign securities may hold such securities and foreign currency with foreign banks, agents, and securities depositories appointed by the Fund’s custodian (each a “Foreign Custodian”). In some countries, Foreign Custodians may be subject to little or no regulatory oversight or independent evaluation of their operations. Further, the laws of certain countries may place limitations on a Fund’s ability to recover its assets if a Foreign Custodian enters into bankruptcy. Investments in emerging markets may be subject to greater custody risks than investments in more developed markets. Custody services in emerging market countries are often undeveloped and may be less regulated than in more developed countries, and thus may not afford the same level of investor protection as would apply in developed countries.

 

21


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

9.    OTHER RISKS (continued)

 

Large Shareholder Redemptions Risk — The Fund may experience adverse effects when certain large shareholders, such as other funds, participating insurance companies, accounts and Goldman Sachs affiliates, purchase or redeem large amounts of shares of the Fund. Such large shareholder redemptions may cause the Fund to sell portfolio securities at times when it would not otherwise do so, which may negatively impact the Fund’s NAV and liquidity. Similarly, large Fund share purchases may adversely affect the Fund’s performance to the extent that the Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would. These transactions may also increase transaction costs. In addition, a large redemption could result in the Fund’s current expenses being allocated over a smaller asset base, leading to an increase in the Fund’s expense ratio.

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

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

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

Investing in foreign markets may involve special risks and considerations not typically associated with investing in the U.S. Foreign securities may be subject to risk of loss because of more or less foreign government regulation, less public information and less economic, political and social stability in the countries in which the Fund invests. Loss may also result from the imposition of exchange controls, confiscations and other government restrictions by the United States or other governments, or from problems in registration, settlement or custody. Foreign risk also involves the risk of negative foreign currency rate fluctuations, which may cause the value of securities denominated in such foreign currency (or other instruments through which the Fund has exposure to foreign currencies) to decline in value. Currency exchange rates may fluctuate significantly over short periods of time. To the extent that the Fund also invests in securities of issuers located in emerging markets, these risks may be more pronounced.

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

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

 

22


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

10.    INDEMNIFICATIONS

 

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

11.    SUBSEQUENT EVENTS

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

12.    SUMMARY OF SHARE TRANSACTIONS

Share activity is as follows:

 

     For the Six Months Ended
June 30, 2014

(Unaudited)
    For the Fiscal Year Ended
December 31, 2013
 
      Shares     Dollars     Shares     Dollars  
Institutional Shares(a)         
Shares sold      9,952      $ 114,181        2,192      $ 25,006   
Reinvestment of distributions      —          —          59        668   
       9,952        114,181        2,251        25,674   
Service Shares         
Shares sold      4,669,823        53,315,994        9,863,268        110,468,132   
Reinvestment of distributions      —          —          287,191        3,228,021   
Shares redeemed      (837,423     (9,570,325     (793,971     (8,894,669
       3,832,400        43,745,669        9,356,488        104,801,484   
NET INCREASE      3,842,352      $ 43,859,850        9,358,739      $ 104,827,158   

 

(a) Institutional shares commenced operations on October 16, 2013.

 

23


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

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

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

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

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

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. As a shareholder of the Fund, you do not incur any transaction costs, such as sales charges, redemption fees, or exchange fees, but shareholders of other funds may incur such costs. The second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds whose shareholders may incur transaction costs.

 

Share Class   Beginning
Account Value
1/01/14
    Ending
Account Value
6/30/14
   

Expenses Paid
for the

6 Months
Ended
6/30/14
*

 
Institutional        
Actual   $ 1,000      $ 1,082.30      $ 3.41   
Hypothetical 5% return     1,000        1,021.52     3.31   
Service        
Actual     1,000        1,081.60        4.49   
Hypothetical 5% return     1,000        1,020.48     4.36   

 

  * Expenses are calculated using the Fund’s annualized net expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2014. Expenses are calculated by multiplying the annualized net expense ratio by the average account value for the period; then multiplying the result by the number of days in the most recent fiscal half year; and then dividing that result by the number of days in the fiscal year. The annualized net expense ratios for the period were 0.77% and 1.02% for the Institutional and Service Shares, respectively.  

 

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

 

24


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

 

Background

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

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

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

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

 

25


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

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

 

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

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

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

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

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

Investment Performance

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

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

They noted that the Fund’s Service Shares had placed in the second quartile of the Fund’s peer group and had underperformed the Fund’s benchmark index for the one-year period ended March 31, 2014.

 

 

26


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

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

 

Costs of Services Provided and Competitive Information

The Trustees considered the contractual terms of the Management Agreement and the fee rates payable by the Fund thereunder. In this regard, the Trustees considered information on the services rendered by the Investment Adviser to the Fund, which included both advisory and administrative services that were directed to the needs and operations of the Fund as a registered mutual fund.

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

In addition, the Trustees considered the Investment Adviser’s undertakings to waive a portion of its management fee and to limit certain expenses of the Fund that exceed a specified level. They also noted that the Investment Adviser did not manage institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, and therefore this type of fee comparison was not possible.

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

Profitability

The Trustees reviewed the Investment Adviser’s revenues and pre-tax profit margins with respect to the Trust and the Fund. In this regard the Trustees noted that they had received, among other things, profitability analyses and summaries, revenue and expense schedules by Fund and by function (i.e., investment management, transfer agency and distribution and service) and information on the Investment Adviser’s expense allocation methodology. They observed that the profitability and expense figures are substantially similar to those used by the Investment Adviser for many internal purposes, including compensation decisions among various business groups, and are thus subject to a vigorous internal debate about how certain revenue and expenses should be allocated. The Trustees also noted that the internal audit group within the Goldman Sachs organization had audited the expense allocation methodology and was satisfied with the reasonableness, consistency, and accuracy of the Investment Adviser’s expense allocation methodology and profitability analysis calculations. Profitability data for the Trust and the Fund were provided for 2013 and 2012, and the Trustees considered this information in relation to the Investment Adviser’s overall profitability. The Trustees considered the Investment Adviser’s revenues and pre-tax profit margins both in absolute terms and in comparison to information on the reported pre-tax profit margins earned by certain other asset management firms.

Economies of Scale

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

 

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

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

 

 

27


GOLDMAN SACHS VARIABLE INSURANCE TRUST GLOBAL MARKETS NAVIGATOR FUND

 

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

 

Other Benefits to the Investment Adviser and Its Affiliates

The Trustees also considered the other benefits derived by the Investment Adviser and its affiliates from their relationships with the Fund as stated above, including: (a) transfer agency fees received by Goldman, Sachs & Co. (“Goldman Sachs”); (b) brokerage and futures commissions earned by Goldman Sachs for executing securities and futures transactions on behalf of the Fund; (c) trading efficiencies resulting from aggregation of orders of the Fund with those for other funds or accounts managed by the Investment Adviser; (d) the Investment Adviser’s ability to leverage the infrastructure designed to service the Fund on behalf of its other clients; (e) the Investment Adviser’s ability to cross-market other products and services to Fund shareholders; (f) Goldman Sachs’ retention of certain fees as Fund Distributor; (g) the Investment Adviser’s ability to negotiate better pricing with custodians on behalf of its other clients, as a result of the relationship with the Fund; and (h) the possibility that the working relationship between the Investment Adviser and the Fund’s third party service providers may cause those service providers to be more likely to do business with other areas of Goldman Sachs. In the course of considering the foregoing, the Independent Trustees requested and received further information quantifying certain of these fall-out benefits.

Other Benefits to the Fund and Its Shareholders

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

Conclusion

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

 

28


TRUSTEES   OFFICERS
Ashok N. Bakhru, Chairman   James A. McNamara, President

John P. Coblentz, Jr.

Diana M. Daniels

 

Scott M. McHugh, Principal Financial Officer

and Treasurer

Joseph P. LoRusso   Caroline L. Kraus, Secretary
Herbert J. Markley  
James A. McNamara  
Jessica Palmer  
Alan A. Shuch  
Richard P. Strubel  
Roy W. Templin  

GOLDMAN, SACHS & CO.

Distributor and Transfer Agent

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Investment Adviser

200 West Street, New York

New York 10282

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

The reports concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, such as performance of the economy as a whole and of specific industry sectors, changes in the levels of interest rates, the impact of developing world events, and other factors that may influence the future performance of the Fund. Management believes these forward-looking statements to be reasonable, although they are inherently uncertain and difficult to predict. Actual events may cause adjustments in portfolio management strategies from those currently expected to be employed.

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities for the 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-621-2550; and (ii) on the Securities and Exchange Commission (“SEC”) web site at http://www.sec.gov.

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

The website links provided are for your convenience only and are not an endorsement or recommendation by GSAM of any of these websites or the products or services offered. GSAM is not responsible for the accuracy and validity of the content of these websites.

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

References to indices, benchmarks or other measures of relative market performance over a specified period of time are provided for your information only and do not imply that the portfolio will achieve similar results. The index composition may not reflect the manner in which a portfolio is constructed. While an adviser seeks to design a portfolio which reflects appropriate risk and return features, portfolio characteristics may deviate from those of the benchmark.

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

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

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

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

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

© 2014 Goldman Sachs. All rights reserved.

VITNAVSAR-14/136310.MF.MED.TMPL/8/2014


Goldman

Sachs Variable Insurance Trust

Goldman Sachs

Large Cap Value Fund

 

Semi-Annual Report

June 30, 2014

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Principal Investment Strategies and Risks

 

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

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

The Goldman Sachs Large Cap Value Fund invests primarily in large-capitalization U.S. equity investments. The Fund’s equity investments are subject to market risk, which means that the value of the securities in which it invests may go up or down in response to the prospects of individual companies, particular sectors and/or general economic conditions. Different investment styles (e.g., “value”) tend to shift in and out of favor, and at times the Fund may underperform other funds that invest in similar asset classes.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

INVESTMENT OBJECTIVE

The Fund seeks long-term capital appreciation.

 

 

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Value Investment Team discusses the Goldman Sachs Variable Insurance Trust — Goldman Sachs Large Cap Value Fund’s (the “Fund”) performance and positioning for the six-month period ended June 30, 2014 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Institutional and Service Shares generated cumulative total returns of 8.98% and 8.82%, respectively. These returns compare to the 8.28% cumulative total return of the Fund’s benchmark, the Russell 1000® Value Index (with dividends reinvested) (the “Russell Index”) during the same time period.

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

Representing the U.S. equity market, the S&P 500® Index gained 7.14% during the Reporting Period, enjoying a sixth consecutive quarterly gain, a stretch not seen since 1998. After a weak January 2014, U.S. equities rallied through the remainder of the Reporting Period, with the S&P 500® Index continuing to make new highs through the end of June 2014 amidst low volatility.

Economic data was slightly disappointing early in the Reporting Period. The housing market maintained its recovery, but the labor market remained weaker than expected. Additionally, fourth quarter 2013 Gross Domestic Product (“GDP”) was revised down to an annualized rate of 2.4% from 3.2%. The Federal Reserve (the “Fed”) reduced its asset purchases each month beginning in January 2014 and suggested a more hawkish stance in March 2014, dropping the threshold of 6.5% unemployment as a condition for raising interest rates. Fed Chair Yellen implied that interest rates could start to increase six months after the asset purchase program ends. Many U.S. corporate earnings announcements reflected top-line growth, though overall management guidance for 2014 was less optimistic than consensus.

During the second quarter of 2014, first quarter 2014 GDP was revised down to a contraction of 2.9%, largely due to disruption from severe winter weather. However, other economic data suggested the economy is improving. U.S. non-farm payrolls added 217,000 jobs in May 2014, and the national manufacturing Purchasing Managers Index (“PMI”), which rose to 56.4 in May 2014 from 55.4 in April 2014, showed the strongest reading in the past three months.

For the Reporting Period overall, all ten sectors within the S&P 500® Index were up, with the utilities, energy and health care sectors posting the largest gains in absolute terms. The top-weighted information technology sector was the largest positive contributor (weight times performance) to S&P 500® Index returns. The energy sector particularly benefited as oil prices climbed higher. Information technology and health care stocks benefited significantly from a robust merger and acquisition market. Conversely, consumer discretionary, industrials, telecommunication services and financials were the weakest sectors, though, as indicated, each still generated positive returns.

All segments of the U.S. equity market advanced during the Reporting Period, with mid-cap stocks, as measured by the Russell Midcap® Index, gaining most, followed by large-cap stocks and then at some distance by small-cap stocks, as measured by the Russell 1000® Index and the Russell 2000® Index, respectively. Large-cap stocks were most successful relative to small-caps in the information technology sector. From a style perspective, value-oriented stocks significantly outpaced growth-oriented stocks across the capitalization spectrum. (All as measured by the Russell Investments indices.)

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

Overall, stock selection had the greatest effect on the Fund’s performance relative to the Russell Index during the Reporting Period.

Which equity market sectors most significantly affected Fund performance?

Effective stock selection in the health care, energy and consumer staples sectors contributed most positively to the Fund’s performance relative to the Russell Index. Only partially offsetting these positive contributors was stock selection in the financials, industrials and information technology sectors, which detracted. Having an underweighted allocation to utilities, which was the best performing sector in the Russell Index during the Reporting Period, and an overweighted exposure to consumer discretionary, which lagged the Russell Index during the Reporting Period, hurt as well.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

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

Relative to the Russell Index, the Fund benefited most from positions in Devon Energy, Keurig Green Mountain and Halliburton.

Oil and gas exploration and production company Devon Energy was the top contributor to the Fund’s performance during the Reporting Period. In late February 2014, Devon Energy completed its acquisition of 82,000 acres in the Eagle Ford Shale from GeoSouthern Energy for $6 billion. Devon Energy’s management stated that it expects production from these assets to grow at a compounded annual rate of 25% over the next several years. The company also stated it plans to invest $1.1 billion in Eagle Ford Shale this year and expects to drill more than 200 wells. Many analysts believe the acquisition may be accretive to company earnings. Shares of the company also rose on reports of solid first quarter 2014 results, including improved production execution in the Permian Basin. At the end of June 2014, Linn Energy announced it had purchased $2.3 billion worth of oil and natural gas production assets from Devon Energy, comprised of all of Devon Energy’s non-core U.S. oil and gas properties. The sale is widely expected to allow Devon Energy to streamline its portfolio and bolster its balance sheet.

Specialty coffee and coffeemaker company Keurig Green Mountain was a top contributor to the Fund’s performance during the Reporting Period. Its shares rose following the announcement that Coca-Cola purchased a 10% stake in the company and entered into a 10-year agreement to develop Coke brand products for the Keurig Cold beverage system. The company also benefited from exposure to the Starbucks, Dunkin, Folgers and Costco brands. Further, shareholders approved the company’s official name change to Keurig Green Mountain from Green Mountain Coffee Roasters, recognizing the value that Keurig has brought to the overall franchise and creating a powerful corporate identity. Following the stock’s strong recent performance, we sold the Fund’s position in Keurig Green Mountain during the Reporting Period, taking profits.

Oilfield services provider Halliburton contributed positively to the Fund’s performance during the Reporting Period. Its shares benefited from a rise in oil prices, especially during the first quarter of 2014, and as investors became more optimistic about growth in 2014 oil services budgets, particularly in North America. Its shares moved higher again after the firm reported first quarter 2014 earnings that showed strong top- and bottom-line growth. The strongest area of growth was its completion and production segment. The firm also provided guidance to grow earnings per share by 25% in the second quarter of 2014. Its $500 million share repurchase during the second calendar quarter was also received well by investors.

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

Detracting most from the Fund’s results relative to its benchmark index were positions in diversified banking institution Citigroup, diversified industrials and financials conglomerate General Electric and diversified financial services firm Prudential Financial.

Shares of Citigroup traded lower in late March 2014 after the Fed rejected its capital return plan. We believed Citigroup would be one of the best capitalized banks in a stressful economic scenario. However, the Fed cited qualitative concerns, in particular a lack of progress in making improvements to the bank’s capital planning processes, as reasons for the rejection. Citigroup’s shares subsequently rallied after it reported first quarter 2014 revenue and earnings that exceeded estimates. However, in June 2014, shares declined again when the U.S. Department of Justice (“DOJ”) indicated it may sue Citigroup over the bank’s sale of residential mortgage-backed securities during the financial crisis, after negotiations to resolve the matter broke down. According to media sources, Citigroup had offered to pay less than $4 billion to settle the investigation, while the DOJ was seeking upwards of $10 billion.

Following an exceptionally strong year for the stock in 2013, shares of General Electric pulled back in early 2014, primarily on concerns about slower global GDP growth and its impact on the industrials sector. Its shares received a lift in April 2014 after the company reported earnings per share above consensus estimates. In June 2014, General Electric reached a deal to acquire Alstom, a French electricity and rail transport firm. General Electric also announced the sale of its consumer finance business, which should allow it to focus more on its higher margin businesses. We viewed both of these transactions positively.

Shares of Prudential Financial pulled back during the first quarter of 2014 following strong performance in 2013, driven by a combination of weak capital markets and a decline in interest rates, which was seen widely as a negative for some financials stocks. In May 2014, Prudential Financial reported first quarter 2014 earnings that were better than expected, driven by strong demand for its retirement services, partially offsetting earlier losses. In June 2014, the company’s board authorized the repurchase of up to $1.0 billion of its outstanding common stock between July 1, 2014 and June 30, 2015. At the end of the Reporting Period, we continued to believe the company’s lines of insurance, savings and other retirement products provided it with attractive growth prospects to serve aging populations in the U.S. and abroad.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

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

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

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

We initiated a Fund position in Medtronic, a medical device company that manufactures and sells cardiac, vascular and restorative therapy related products. In our view, shares of Medtronic were undervalued at the time of purchase and did not fully reflect the company’s potential for revenue growth acceleration or its net cash position and history of strong return of free cash flow. Furthermore, we anticipate a potential acceleration of Medtronic’s top-line growth from a combination of new product introductions in 2015, growth trends in emerging markets and modest growth assumptions in the U.S. and Europe.

We established a Fund position in Kroger, which is currently the largest grocery chain in the U.S., with the majority of its stores located in the West and South. In our view, Kroger has consistently been able to gain share, driven by a focus on low prices, high convenience and healthy choices. Its margins appear to us to have stabilized and, in our view, may begin to expand following many years of investment to improve its competitive positioning. We also believe its acquisition of Harris Teeter Supermarkets could provide synergies and boost its earnings per share in the coming years. We believe further industry consolidation could be beneficial for the company due it its strong market share and stable cash flows.

During the Reporting Period, SLM, commonly known as Sallie Mae, a student loan provider, spun off its education loan management unit, Navient, creating two separate entities. Following the spin-off, the market capitalization of SLM moved under $4 billion. As such, we believe the stock is no longer appropriate for the Fund, and thus we exited the position.

We sold the Fund’s position in BP, one of the largest integrated oil companies in the world. Shares of BP performed well during February 2014 after announcing solid fourth calendar quarter results due to strong execution. In line with our thesis, BP’s management continued its course of shareholder-friendly actions, including its commitment to an $8 billion share repurchase program. We ultimately exited the position in favor of names with what we considered to have better risk/reward profiles.

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

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

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

At the end of June 2014, the Fund had overweighted positions relative to the Russell Index in the consumer discretionary and information technology sectors. On the same date, the Fund had underweighted positions compared to the Russell Index in utilities and financials and was rather neutrally weighted to the Russell Index in consumer staples, energy, health care, industrials, materials and telecommunication services.

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

At the end of the Reporting Period, we believed U.S. equities had further upside potential should the U.S. economy accelerate. We believe real earnings growth may well serve as a fundamental driver of performance going forward. In our view, U.S. corporate fundamentals are strong, evidenced by both healthy balance sheets and earnings resilience, and should provide companies with a number of options to increase shareholder value. While we acknowledge the potential for headwinds remains, such as geopolitical risks, we ultimately remain constructive on the direction of U.S. equity markets and believe there are ample tailwinds, including the strengthening U.S. housing and employment markets, which should continue to provide a favorable backdrop for U.S. equities. Looking forward, we believe that should the U.S. economy improve, companies are likely to reinvest for future growth by increasing capital expenditures, research and development, hiring, and merger and acquisition activity rather than keeping excess cash on balance sheets. From a valuation perspective, U.S. equities remained, at the end of the Reporting Period, reasonably valued relative to history and inexpensive relative to fixed income. We believe a forward-looking analysis is critical in this investing environment, and we believe stock selection will be increasingly important as areas of the market become fully valued.

Regardless of market direction, our fundamental, bottom-up stock selection continues to drive our process, rather than headlines or sentiment. We maintain high conviction in the companies the Fund owns and believe they have the potential to outperform relative to the broader market regardless of economic growth conditions. We continue to focus on undervalued companies, such as

 

4


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

innovators with differentiated products, companies with low cost structures or companies that have been investing in their own businesses and may be poised to gain market share. We maintain our discipline in identifying companies with what we believe to be strong or improving balance sheets, led by quality management teams and trading at discounted valuations. We remain focused on the long-term performance of the Fund.

 

5


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Index Definitions

 

The Russell Midcap Index® measures the performance of the mid-cap segment of the U.S. equity universe. The Russell Midcap Index® is a subset of the Russell 1000® Index. It includes approximately 800 of the smallest securities based on a combination of their market cap and current index membership. The Russell Midcap Index represents approximately 31% of the total market capitalization of the Russell 1000 companies. The Russell Midcap Index® is constructed to provide a comprehensive and unbiased barometer for the mid-cap segment. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true mid-cap opportunity set.

The Russell 1000 Index® measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000® Index and includes approximately 1000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000 represents approximately 92% of the U.S. market. The Russell 1000 Index® is constructed to provide a comprehensive and unbiased barometer for the large-cap segment and is completely reconstituted annually to ensure new and growing equities are reflected.

The Russell 2000 Index® measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 Index® is a subset of the Russell 3000® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2000 is constructed to provide a comprehensive and unbiased small-cap barometer and is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set.

The S&P 500 Index® is the Standard & Poor’s 500 Composite Index of 500 stocks, an unmanaged index of common stock prices.

The MSCI EAFE Index® (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US & Canada. The MSCI EAFE® Index consists of the following 21 developed market country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.

All index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.

 

6


FUND BASICS

 

Large Cap Value Fund

as of June 30, 2014

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/14    One Year      Five Years      Ten Years      Since Inception      Inception Date
Institutional      25.89      16.63      7.14      5.06    1/12/98
Service      25.61         16.30         N/A         3.99       7/24/07

 

1  The Standardized Total Returns are average annual total returns as of the most recent calendar quarter-end. They assume reinvestment of all distributions at net asset value. Because Institutional Shares and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the total return figures in the above chart. Please visit www.GSAMFUNDS.com to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Institutional        0.75      0.79
Service        1.00         1.04   

 

2  The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectuses for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2015, and prior to such date the Investment Adviser may not terminate the arrangements without the approval of the Fund’s Board of Trustees. If these arrangements are discontinued in the future, the expense ratios may change without shareholder approval.

TOP TEN HOLDINGS AS OF 6/30/143

 

Holding      % of Net Assets      Line of Business
General Electric Co.        4.8%       Capital Goods
Exxon Mobil Corp.        4.7      Energy
Devon Energy Corp.        3.7      Energy
Pfizer, Inc.        3.3      Pharmaceuticals, Biotechnology & Life Sciences
Bank of America Corp.        3.3      Banks
JPMorgan Chase & Co.        3.2      Banks
American International Group, Inc.        3.0      Insurance
Citigroup, Inc.        2.6      Banks
Apache Corp.        2.4      Energy
EMC Corp.        2.3      Technology Hardware & Equipment

 

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

 

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FUND BASICS

 

FUND vs. BENCHMARK SECTOR ALLOCATIONS4

As of June 30, 2014

 

 

 

LOGO

 

 

 

4  The Fund is actively managed and, as such, its composition may differ over time. Consequently, the Fund’s overall sector allocations may differ from percentages contained in the graph above. The graph categorizes investments using Global Industry Classification Standard (“GICS”), however, the sector classifications used by the portfolio management team may differ from GICS. Underlying sector allocations of exchange traded funds held by the Fund, if any, are not reflected in the graph above. The percentage shown for each investment category reflects the value of investments in that category as a percentage of total market value. The graph depicts the Fund’s investments but may not represent the Fund’s market exposure due to the exclusion of certain derivatives, if any, as listed in the Additional Investment Information section of the Schedule of Investments.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Schedule of Investments

June 30, 2014 (Unaudited)

 

Shares      Description    Value  
  Common Stocks – 98.9%   

 

Banks – 11.1%

  

  2,533,326       Bank of America Corp.    $ 38,937,221   
  664,935       Citigroup, Inc.      31,318,439   
  661,173       JPMorgan Chase & Co.      38,096,788   
  284,698       SunTrust Banks, Inc.      11,405,002   
  226,708       Wells Fargo & Co.      11,915,772   
     

 

 

 
        131,673,222   

 

 

 

 

Capital Goods – 7.3%

  

  2,143,862       General Electric Co.      56,340,693   
  212,299       Textron, Inc.      8,128,929   
  173,402       The Boeing Co.      22,061,937   
     

 

 

 
        86,531,559   

 

 

 

 

Commercial & Professional Services – 1.1%

  

  296,055       Waste Management, Inc.      13,242,540   

 

 

 

 

Consumer Durables & Apparel – 0.7%

  

  225,927       Toll Brothers, Inc.*      8,336,706   

 

 

 

 

Consumer Services – 1.5%

  

  309,328       MGM Resorts International*      8,166,259   
  114,844       Starwood Hotels & Resorts Worldwide, Inc.      9,281,692   
     

 

 

 
        17,447,951   

 

 

 

 

Diversified Financials – 6.0%

  

  102,139       Ameriprise Financial, Inc.      12,256,680   
  252,331       Capital One Financial Corp.      20,842,540   
  206,975       Franklin Resources, Inc.      11,971,434   
  345,172       Morgan Stanley      11,159,411   
  798,660       Navient Corp.      14,144,269   
     

 

 

 
        70,374,334   

 

 

 

 

Energy – 13.8%

  

  284,840       Apache Corp.      28,660,601   
  545,263       Devon Energy Corp.      43,293,882   
  549,664       Exxon Mobil Corp.      55,340,171   
  249,208       Halliburton Co.      17,696,260   
  394,787       Southwestern Energy Co.*      17,958,861   
     

 

 

 
        162,949,775   

 

 

 

 

Food & Staples Retailing – 2.0%

  

  480,530       The Kroger Co.      23,752,598   

 

 

 

 

Food, Beverage & Tobacco – 2.7%

  

  71,121       Anheuser-Busch InBev NV ADR      8,174,648   
  404,273       ConAgra Foods, Inc.      11,998,822   
  321,368       Tyson Foods, Inc. Class A      12,064,155   
     

 

 

 
        32,237,625   

 

 

 

 

Health Care Equipment & Services – 4.8%

  

  104,775       Covidien PLC      9,448,609   
  408,101       Medtronic, Inc.      26,020,520   
  261,062       UnitedHealth Group, Inc.      21,341,819   
     

 

 

 
        56,810,948   

 

 

 
  Common Stocks – (continued)   

 

Household & Personal Products – 2.1%

  

  228,482       The Estee Lauder Companies, Inc. Class A    $ 16,967,073   
  105,262       The Procter & Gamble Co.      8,272,541   
     

 

 

 
        25,239,614   

 

 

 

 

Insurance – 7.3%

  

  645,060       American International Group, Inc.      35,207,375   
  473,077       Hartford Financial Services Group, Inc.      16,940,887   
  143,165       MetLife, Inc.      7,954,248   
  300,455       Prudential Financial, Inc.      26,671,390   
     

 

 

 
        86,773,900   

 

 

 

 

Materials – 2.4%

  

  96,390       Celanese Corp. Series A      6,195,949   
  164,104       Eastman Chemical Co.      14,334,485   
  148,559       The Dow Chemical Co.      7,644,846   
     

 

 

 
        28,175,280   

 

 

 

 

Media – 4.1%

  

  246,298       CBS Corp. Class B      15,304,958   
  506,205       Liberty Global PLC Series C*      21,417,534   
  141,958       Viacom, Inc. Class B      12,312,017   
     

 

 

 
        49,034,509   

 

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences – 8.9%

  

  174,609       Celgene Corp.*      14,995,421   
  192,283       Eli Lilly & Co.      11,954,234   
  284,982       Merck & Co., Inc.      16,486,209   
  301,946       Mylan, Inc.*      15,568,336   
  1,327,246       Pfizer, Inc.      39,392,661   
  69,843       Vertex Pharmaceuticals, Inc.*      6,612,735   
     

 

 

 
        105,009,596   

 

 

 

 

Real Estate Investment Trust – 1.2%

  

  101,429       AvalonBay Communities, Inc.      14,422,189   

 

 

 

 

Retailing – 3.9%

  

  124,781       Expedia, Inc.      9,827,751   
  264,966       L Brands, Inc.      15,542,906   
  496,784       The Gap, Inc.      20,651,311   
     

 

 

 
        46,021,968   

 

 

 

 

Semiconductors & Semiconductor Equipment – 2.9%

  

  756,853       Intel Corp.      23,386,758   
  318,342       Maxim Integrated Products, Inc.      10,763,143   
     

 

 

 
        34,149,901   

 

 

 

 

Software & Services – 4.3%

  

  98,732       Citrix Systems, Inc.*      6,175,687   
  265,108       eBay, Inc.*      13,271,306   
  22,713       Google, Inc. Class A*      13,279,610   
  420,949       Microsoft Corp.      17,553,573   
     

 

 

 
        50,280,176   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Schedule of Investments (continued)

June 30, 2014 (Unaudited)

 

Shares      Description    Value  
  Common Stocks – (continued)   

 

Technology Hardware & Equipment – 4.6%

  

  185,327       Apple, Inc.    $ 17,222,438   
  417,146       Cisco Systems, Inc.      10,366,078   
  1,035,092       EMC Corp.      27,264,323   
     

 

 

 
        54,852,839   

 

 

 

 

Telecommunication Services – 2.0%

  

  474,710       Verizon Communications, Inc.      23,227,560   

 

 

 

 

Transportation – 1.1%

  

  209,105       C.H. Robinson Worldwide, Inc.      13,338,808   

 

 

 

 

Utilities – 3.1%

  

  338,784       FirstEnergy Corp.      11,762,581   
  86,523       NextEra Energy, Inc.      8,866,877   
  325,369       PG&E Corp.      15,624,219   
     

 

 

 
        36,253,677   

 

 

 
  TOTAL INVESTMENTS – 98.9%   
  (Cost $906,429,580)    $ 1,170,137,275   

 

 

 

 
 

OTHER ASSETS IN EXCESS OF
LIABILITIES – 1.1%

     12,657,488   

 

 

 
  NET ASSETS – 100.0%    $ 1,182,794,763   

 

 

 

 

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

 

Investment Abbreviation:
ADR   —American Depositary Receipt

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Statement of Assets and Liabilities

June 30, 2014 (Unaudited)

 

  
Assets:       

Investments, at value (cost $906,429,580)

   $ 1,170,137,275   

Cash

     18,589,638   

Receivables:

  

Investments sold

     19,936,120   

Dividends

     1,301,727   

Fund shares sold

     209,714   

Reimbursement from investment adviser

     76,441   

Other assets

     121,909   
Total assets      1,210,372,824   
  
  
Liabilities:       

Payables:

  

Investments purchased

     17,755,285   

Fund shares redeemed

     8,833,984   

Amounts owed to affiliates

     879,641   

Accrued expenses

     109,151   
Total liabilities      27,578,061   
  
  
Net Assets:       

Paid-in capital

     805,833,389   

Undistributed net investment income

     8,191,731   

Accumulated net realized gain

     105,061,948   

Net unrealized gain

     263,707,695   
NET ASSETS    $ 1,182,794,763   

Net Assets:

  

Institutional

   $ 372,987,009   

Service

     809,807,754   

Total Net Assets

   $ 1,182,794,763   

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

  

Institutional

     27,191,932   

Service

     59,165,661   

Net asset value, offering and redemption price per share:

  

Institutional

     $13.72   

Service

     13.69   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Statement of Operations

For the Six Months Ended June 30, 2014 (Unaudited)

 

  
Investment income:       

Dividends

   $ 11,318,355   
  
  
Expenses:       

Management fees

     4,234,914   

Distribution and Service fees — Service Class

     977,540   

Transfer Agent fees(a)

     114,338   

Printing and mailing costs

     55,540   

Custody, accounting and administrative services

     42,776   

Professional fees

     36,663   

Trustee fees

     12,885   

Other

     24,607   
Total expenses      5,499,263   

Less — expense reductions

     (268,042
Net expenses      5,231,221   
NET INVESTMENT INCOME      6,087,134   
  
  
Realized and unrealized gain (loss):       

Net realized gain from investments (including commissions recaptured of $70,969)

     92,563,315   

Net change in unrealized loss on investments

     (147,610
Net realized and unrealized gain      92,415,705   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $ 98,502,839   

(a) Institutional and Service Shares had Transfer Agent fees of $36,141 and $78,197, respectively.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Statements of Changes in Net Assets

 

     For the
Six Months Ended
June 30, 2014
(Unaudited)
     For the
Fiscal Year Ended
December 31, 2013
 
     
From operations:              

Net investment income

   $ 6,087,134       $ 11,427,742   

Net realized gain

     92,563,315         142,897,821   

Net change in unrealized gain (loss)

     (147,610      173,069,369   
Net increase in net assets resulting from operations      98,502,839         327,394,932   
     
     
Distributions to shareholders:              

From net investment income

     

Institutional Shares

             (4,254,465

Service Shares

             (7,134,156

From net realized gains

     

Institutional Shares

             (40,647,036

Service Shares

             (86,993,768
Total distributions to shareholders              (139,029,425
     
     
From share transactions:              

Proceeds from sales of shares

     26,457,108         69,381,064   

Reinvestment of distributions

             139,029,425   

Cost of shares redeemed

     (104,959,409      (320,236,241
Net decrease in net assets resulting from share transactions      (78,502,301      (111,825,752
TOTAL INCREASE      20,000,538         76,539,755   
     
     
Net assets:              

Beginning of period

     1,162,794,225         1,086,254,470   

End of period

   $ 1,182,794,763       $ 1,162,794,225   
Undistributed net investment income    $ 8,191,731       $ 2,104,597   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

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

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2014 - Institutional

  $ 12.59      $ 0.08      $ 1.05      $ 1.13      $      $      $      $ 13.72        8.98   $ 372,987        0.74 %(d)      0.79 %(d)      1.23 %(d)      37

2014 - Service

    12.58        0.06        1.05        1.11                             13.69        8.82        809,808        0.99 (d)      1.04 (d)      0.99 (d)      37   
                           

FOR THE FISCAL YEARS ENDED DECEMBER 31,

 

2013 - Institutional

    10.76        0.14        3.39        3.53        (0.16     (1.54     (1.70     12.59        33.23        370,241        0.75        0.79        1.15        86   

2013 - Service

    10.75        0.11        3.39        3.50        (0.13     (1.54     (1.67     12.58        32.93        792,553        1.00        1.04        0.91        86   

2012 - Institutional

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

2012 - Service

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

2011 - Institutional

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

2011 - Service

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

2010 - Institutional

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

2010 - Service

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

2009 - Institutional

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

2009 - Service

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

 

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

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Notes to Financial Statements

June 30, 2014 (Unaudited)

 

1.    ORGANIZATION

 

Goldman Sachs Variable Insurance Trust (the “Trust” or “VIT”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust includes the Goldman Sachs Large Cap Value Fund (the “Fund”). The Fund is a diversified portfolio under the Act offering two classes of shares — Institutional and Service Shares. Shares of the Trust are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies.

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

2. SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

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

 

15


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS

 

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

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

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

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

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

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

Equity Securities — Equity securities and investment companies traded on a U.S. securities exchange or the NASDAQ system, or those located on certain foreign exchanges, including but not limited to the Americas, are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, equity securities and exchange traded investment companies are valued at the last bid price for long positions and at the last ask price for short positions. Investments in investment companies (other than those that are exchange traded) are valued at the NAV on the valuation date. To the extent these investments are actively traded, they are classified as Level 1 of the fair value hierarchy, otherwise they are generally classified as Level 2.

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

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

 

16


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

Significant events which could also affect a single issuer may include, but are not limited to: corporate actions such as reorganizations, mergers and buy-outs; ratings downgrades; and bankruptcies.

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

 

Investment Type      Level 1        Level 2        Level 3  
Assets               

Common Stock and/or Other Equity Investments(a)

North America

     $ 1,170,137,275         $         $   

 

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

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

4.    AGREEMENTS AND AFFILIATED TRANSACTIONS

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

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

For the six months ended June 30, 2014, contractual and effective net management fees with GSAM were at the following rates:

 

Contractual Management Fee Rate        
First
$1 billion
    Next
$1 billion
    Next
$3 billion
    Next
$3 billion
    Over
$8 billion
    Effective
Rate
    Effective Net
Management Fee Rate
 
  0.75%        0.68     0.65     0.64     0.63     0.74     0.71 %* 

 

* GSAM has agreed to waive a portion of its management fee in order to achieve a net management fee rate, as defined in the Fund’s most recent prospectuses. This waiver will be effective through at least April 30, 2015, and prior to such date GSAM may not terminate the arrangement without approval of the Trustees. The Effective Net Management Rate above is calculated based on the management rate before and after the waiver had been adjusted, if applicable. For the six months ended June 30, 2014, GSAM waived $148,764 of its management fee.

B.  Distribution and Service Plan — The Trust, on behalf of the Service Shares of the Fund, has adopted a Distribution and Service Plan (the “Plan”). Under the Plan, Goldman Sachs, which serves as distributor (the “Distributor”), is entitled to a fee accrued daily and paid monthly, for distribution services and personal and account maintenance services, which may then be paid by Goldman Sachs to authorized dealers, equal to, on an annual basis, 0.25% of the Fund’s average daily net assets attributable to Service Shares.

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

D.  Other Expense Agreements and Affiliated Transactions — GSAM has agreed to limit certain “Other Expense” of the Fund (excluding transfer agent fees and expenses, taxes, interest, brokerage fees, shareholder meetings, litigation, indemnification, and extraordinary expenses) to the extent such expenses exceed, on an annual basis, a percentage rate of the average daily net assets of the Fund. Such Other Expense reimbursements, if any, are accrued daily and paid monthly. In addition, the Fund is not obligated

 

17


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

4.    AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

to reimburse GSAM for prior fiscal year expense reimbursements, if any. The Other Expense limitation as an annual percentage rate of average daily net assets for the Fund is 0.004%. The Other Expense limitation will remain in place through at least April 30, 2015, and prior to such date GSAM may not terminate the arrangement without the approval of the Trustees. The Fund bears its respective share of costs related to proxy and shareholder meetings, and GSAM has agreed to reimburse the Fund to the extent such expenses exceed a specified percentage of the Fund’s net assets. For the six months ended June 30, 2014, GSAM reimbursed $115,963 to the Fund. In addition, the Fund has entered into certain offset arrangements with the custodian and the transfer agent, which may result in a reduction of the Fund’s expenses and are received irrespective of the application of the “Other Expense” limitation described above. For the six months ended June 30, 2014, custody fee credits were $3,315.

As of June 30, 2014, the amounts owed to affiliates of the Fund were $693,821, $166,382, and $19,438 for management, distribution and service, and transfer agent fees, respectively.

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

F.  Other Transactions with Affiliates — For the six months ended June 30, 2014, Goldman Sachs earned $417 in brokerage commissions from portfolio transactions.

5.    PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended June 30, 2014, were $419,402,588 and $ 491,275,600, respectively.

6.    TAX INFORMATION

As of June 30, 2014, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:

 

Tax cost    $ 915,390,965   
Gross unrealized gain      266,250,210   
Gross unrealized loss      (11,503,900
Net unrealized security gain    $ 254,746,310   

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

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

 

18


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

7.    OTHER RISKS

 

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

Large Shareholder Redemptions Risk — The Fund may experience adverse effects when certain large shareholders, such as other funds, participating insurance companies, accounts and Goldman Sachs affiliates, purchase or redeem large amounts of shares of the Fund. Such large shareholder redemptions may cause the Fund to sell portfolio securities at times when it would not otherwise do so, which may negatively impact the Fund’s NAV and liquidity. Similarly, large Fund share purchases may adversely affect the Fund’s performance to the extent that the Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would. These transactions may also increase transaction costs. In addition, a large redemption could result in the Fund’s current expenses being allocated over a smaller asset base, leading to an increase in the Fund’s expense ratio.

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

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

8.    INDEMNIFICATIONS

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

9.    SUBSEQUENT EVENTS

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

 

19


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

10.    SUMMARY OF SHARE TRANSACTIONS

 

Share activity is as follows:

 

     For the Six Months Ended
June 30, 2014
(Unaudited)
    For the Fiscal Year Ended
December 31, 2013
 
      Shares     Dollars     Shares     Dollars  
Institutional Shares         
Shares sold      693,631      $ 9,002,051        1,750,598      $ 21,814,523   
Reinvestment of distributions                    3,659,454        44,901,501   
Shares redeemed      (2,911,137     (37,615,124     (8,698,000     (108,878,229
       (2,217,506     (28,613,073     (3,287,948     (42,162,205
Service Shares         
Shares sold      1,356,581        17,455,057        3,795,885        47,566,541   
Reinvestment of distributions                    7,677,645        94,127,924   
Shares redeemed      (5,204,304     (67,344,285     (16,816,932     (211,358,012
       (3,847,723     (49,889,228     (5,343,402     (69,663,547
NET DECREASE      (6,065,229   $ (78,502,301     (8,631,350   $ (111,825,752

 

20


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

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

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

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

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

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. As a shareholder of the Fund, you do not incur any transaction costs, such as sales charges, redemption fees, or exchange fees, but shareholders of other funds may incur such costs. The second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds whose shareholders may incur transaction costs.

 

Share Class   Beginning
Account Value
1/01/14
    Ending
Account Value
6/30/14
    Expenses Paid
for the
6 Months
Ended
6/30/14
*
 
Institutional        
Actual   $ 1,000      $ 1,089.80      $ 3.83   
Hypothetical 5% return     1,000        1,021.12     3.71   
Service        
Actual     1,000        1,088.20        5.13   
Hypothetical 5% return     1,000        1,019.89     4.96   

 

  * Expenses are calculated using the Fund’s annualized net expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2014. Expenses are calculated by multiplying the annualized net expense ratio by the average account value for the period; then multiplying the result by the number of days in the most recent fiscal half year; and then dividing that result by the number of days in the fiscal year. The annualized net expense ratios for the period were 0.74% and 0.99% for the Institutional and Service Shares, respectively.  

 

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

 

21


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

 

Background

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

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

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

  (a)   the nature and quality of the advisory, administrative and other services provided to the Fund by the Investment Adviser and its affiliates, including information about:
  (i)   the structure, staff and capabilities of the Investment Adviser and its portfolio management teams;
  (ii)   the groups within the Investment Adviser and its affiliates that support the portfolio management teams or provide other types of necessary services, including fund services groups (e.g., accounting and financial reporting, tax, shareholder services and operations), controls and risk management groups (e.g., legal, compliance, valuation oversight, credit risk management, internal audit, compliance testing, market risk analysis, finance and strategy and central funding), sales and distribution support groups and others (e.g., information technology and training);
  (iii)   trends in headcount;
  (iv)   the Investment Adviser’s financial resources and ability to hire and retain talented personnel and strengthen its operations; and
  (v)   the parent company’s support of the Investment Adviser and its mutual fund business, as expressed by the firm’s senior management;
  (b)   information on the investment performance of the Fund, including comparisons to the performance of a group of similar mutual funds, as provided by a third party mutual fund data provider engaged as part of the contract review process (the “Outside Data Provider”), its benchmark performance index, and a comparable institutional composite managed by the Investment Adviser, and general investment outlooks in the markets in which the Fund invests;
  (c)   the terms of the Management Agreement and agreements with affiliated service providers entered into by the Trust on behalf of the Fund;
  (d)   expense information for the Fund, including:
  (i)   the relative management fee and expense level of the Fund as compared to those of comparable funds managed by other advisers, as provided by the Outside Data Provider;
  (ii)   the Fund’s expense trends over time; and
  (iii)   to the extent the Investment Adviser manages institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, comparative information on the advisory fees charged and services provided to those accounts by the Investment Adviser;
  (e)   with respect to the extensive investment performance and expense comparison data provided by the Outside Data Provider, its processes in producing that data for the Fund;
  (f)   the undertakings of the Investment Adviser to waive certain fees and to limit certain expenses of the Fund that exceed a specified level, and a summary of contractual fee reductions made by the Investment Adviser and/or its affiliates over the past several years with respect to the Fund;
  (g)   information relating to the profitability of the Management Agreement and the transfer agency and distribution and service arrangements of the Fund and the Trust as a whole to the Investment Adviser and its affiliates;
  (h)   whether the Fund’s existing management fee schedule adequately addressed any economies of scale;
  (i)   a summary of the “fall-out” benefits derived by the Investment Adviser and its affiliates from their relationships with the Fund, including the fees received by the Investment Adviser’s affiliates from the Fund for transfer agency, portfolio trading, distribution and other services;

 

22


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

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

 

  (j)   a summary of potential benefits derived by the Fund as a result of its relationship with the Investment Adviser;
  (k)   information regarding commissions paid by the Fund and broker oversight, an update on the Investment Adviser’s soft dollars practices, other information regarding portfolio trading and how the Investment Adviser carries out its duty to seek best execution;
  (l)   the manner in which portfolio manager compensation is determined; and the number and types of accounts managed by the portfolio managers;
  (m)   the nature and quality of the services provided to the Fund by its unaffiliated service providers, and the Investment Adviser’s general oversight and evaluation (including reports on due diligence) of those service providers as part of the administration services provided under the Management Agreement; and
  (n)   the Investment Adviser’s processes and policies addressing various types of potential conflicts of interest; its approach to risk management; the annual review of the effectiveness of the Fund’s compliance program; and periodic compliance reports.

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

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

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

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

Investment Performance

The Trustees also considered the investment performance of the Fund. In this regard, they compared the investment performance of the Fund to its peers using rankings and ratings compiled by the Outside Data Provider as of December 31, 2013, and updated performance information prepared by the Investment Adviser using the peer group identified by the Outside Data Provider as of March 31, 2014. The information on the Fund’s investment performance was provided for the one-, three-, five- and ten-year periods ending on the applicable dates. The Trustees also reviewed the Fund’s investment performance over time (including on a year-by-year basis) relative to its performance benchmark. As part of this review, they considered the investment performance trends of the Fund over time, and reviewed the investment performance of the Fund in light of its investment objective and policies and market conditions. The Trustees also received information comparing the Fund’s performance to that of a comparable institutional composite managed by the Investment Adviser.

In addition, the Trustees considered materials prepared and presentations made by the Investment Adviser’s senior management and portfolio management personnel, in which Fund performance was assessed. The Trustees also considered the

 

23


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

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

 

Investment Adviser’s periodic reports with respect to the Fund’s risk profile, and how the Investment Adviser’s approach to risk monitoring and management influences portfolio management.

The Trustees noted that the Fund’s Service Shares had placed in the first quartile of the Fund’s peer group for the one-year period, in the third quartile for the three-year period, and in the fourth quartile for the five-year period, and had outperformed the Fund’s benchmark index for the one-year period and underperformed the Fund’s benchmark index for the three- and five-year periods ended March 31, 2014.

Costs of Services Provided and Competitive Information

The Trustees considered the contractual terms of the Management Agreement and the fee rates payable by the Fund thereunder. In this regard, the Trustees considered information on the services rendered by the Investment Adviser to the Fund, which included both advisory and administrative services that were directed to the needs and operations of the Fund as a registered mutual fund.

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

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

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

Profitability

The Trustees reviewed the Investment Adviser’s revenues and pre-tax profit margins with respect to the Trust and the Fund. In this regard the Trustees noted that they had received, among other things, profitability analyses and summaries, revenue and expense schedules by Fund and by function (i.e., investment management, transfer agency and distribution and service) and information on the Investment Adviser’s expense allocation methodology. They observed that the profitability and expense figures are substantially similar to those used by the Investment Adviser for many internal purposes, including compensation decisions among various business groups, and are thus subject to a vigorous internal debate about how certain revenue and expenses should be allocated. The Trustees also noted that the internal audit group within the Goldman Sachs organization had audited the expense allocation methodology and was satisfied with the reasonableness, consistency, and accuracy of the Investment Adviser’s expense allocation methodology and profitability analysis calculations. Profitability data for the Trust and the Fund were provided for 2013 and 2012, and the Trustees considered this information in relation to the Investment Adviser’s overall profitability. The Trustees considered the Investment Adviser’s revenues and pre-tax profit margins both in absolute terms and in comparison to information on the reported pre-tax profit margins earned by certain other asset management firms.

Economies of Scale

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

 

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

 

 

24


GOLDMAN SACHS VARIABLE INSURANCE TRUST LARGE CAP VALUE FUND

 

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

 

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

Other Benefits to the Investment Adviser and Its Affiliates

The Trustees also considered the other benefits derived by the Investment Adviser and its affiliates from their relationships with the Fund as stated above, including: (a) transfer agency fees received by Goldman, Sachs & Co. (“Goldman Sachs”); (b) brokerage and futures commissions earned by Goldman Sachs for executing securities and futures transactions on behalf of the Fund; (c) research received by the Investment Adviser from broker-dealers in exchange for executing certain transactions on behalf of the Fund; (d) trading efficiencies resulting from aggregation of orders of the Fund with those for other funds or accounts managed by the Investment Adviser; (e) the Investment Adviser’s ability to leverage the infrastructure designed to service the Fund on behalf of its other clients; (f) the Investment Adviser’s ability to cross-market other products and services to Fund shareholders; (g) Goldman Sachs’ retention of certain fees as Fund Distributor; (h) the Investment Adviser’s ability to negotiate better pricing with custodians on behalf of its other clients, as a result of the relationship with the Fund; and (i) the possibility that the working relationship between the Investment Adviser and the Fund’s third party service providers may cause those service providers to be more likely to do business with other areas of Goldman Sachs. In the course of considering the foregoing, the Independent Trustees requested and received further information quantifying certain of these fall-out benefits.

Other Benefits to the Fund and Its Shareholders

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

Conclusion

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

 

25


TRUSTEES   OFFICERS
Ashok N. Bakhru, Chairman   James A. McNamara, President
John P. Coblentz, Jr.   Scott M. McHugh, Principal Financial Officer
Diana M. Daniels   and Treasurer
Joseph P. LoRusso   Caroline L. Kraus, Secretary
Herbert J. Markley  
James A. McNamara  
Jessica Palmer  
Alan A. Shuch  
Richard P. Strubel  
Roy W. Templin  

GOLDMAN, SACHS & CO.

Distributor and Transfer Agent

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Investment Adviser

200 West Street, New York

New York 10282

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

The reports concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, such as performance of the economy as a whole and of specific industry sectors, changes in the levels of interest rates, the impact of developing world events, and other factors that may influence the future performance of the Fund. Management believes these forward-looking statements to be reasonable, although they are inherently uncertain and difficult to predict. Actual events may cause adjustments in portfolio management strategies from those currently expected to be employed.

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities for the 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-621-2550; and (ii) on the Securities and Exchange Commission (“SEC”) web site at http://www.sec.gov.

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

The website links provided are for your convenience only and are not an endorsement or recommendation by GSAM of any of these websites or the products or services offered. GSAM is not responsible for the accuracy and validity of the content of these websites.

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

References to indices, benchmarks or other measures of relative market performance over a specified period of time are provided for your information only and do not imply that the portfolio will achieve similar results. The index composition may not reflect the manner in which a portfolio is constructed. While an adviser seeks to design a portfolio which reflects appropriate risk and return features, portfolio characteristics may deviate from those of the benchmark.

 

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

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

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

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

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

© 2014 Goldman Sachs. All rights reserved.

VITLCVSAR-14/136315.MF.MED.TMPL/8/2014


Goldman

Sachs Variable Insurance Trust

Goldman Sachs

Mid Cap Value Fund

Semi-Annual Report

June 30, 2014

 

LOGO


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Principal Investment Strategies and Risks

 

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

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

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

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

INVESTMENT OBJECTIVE

The Fund seeks long-term capital appreciation.

 

 

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Value Investment Team discusses the Goldman Sachs Variable Insurance Trust — Goldman Sachs Mid Cap Value Fund’s (the “Fund”) performance and positioning for the six-month period ended June 30, 2014 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Institutional and Service Shares generated cumulative total returns of 8.69% and 8.52%, respectively. These returns compare to the 11.14% cumulative total return of the Fund’s benchmark, the Russell Midcap® Value Index (with dividends reinvested) (the “Russell Index”), during the same time period.

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

Representing the U.S. equity market, the S&P® 500 Index gained 7.14% during the Reporting Period, enjoying a sixth consecutive quarterly gain, a stretch not seen since 1998. After a weak January 2014, U.S. equities rallied through the remainder of the Reporting Period, with the S&P 500 Index continuing to make new highs through the end of June 2014 amidst low volatility.

Economic data was slightly disappointing early in the Reporting Period. The housing market maintained its recovery, but the labor market remained weaker than expected. Additionally, fourth quarter 2013 Gross Domestic Product (“GDP”) was revised down to an annualized rate of 2.4% from 3.2%. The Federal Reserve (the “Fed”) reduced its asset purchases each month beginning in January 2014 and suggested a more hawkish stance in March 2014, dropping the threshold of 6.5% unemployment as a condition for raising interest rates. Fed Chair Yellen implied that interest rates could start to increase six months after the asset purchase program ends. Many U.S. corporate earnings announcements reflected top-line growth, though overall management guidance for 2014 was less optimistic than consensus.

During the second quarter of 2014, first quarter 2014 GDP was revised down to a contraction of 2.9%, largely due to disruption from severe winter weather. However, other economic data suggested the economy is improving. U.S. non-farm payrolls added 217,000 jobs in May 2014, and the national manufacturing Purchasing Managers Index (“PMI”), which rose to 56.4 in May 2014 from 55.4 in April 2014, showed the strongest reading in the past three months.

For the Reporting Period overall, all ten sectors within the S&P® 500 Index were up, with the utilities, energy and health care sectors posting the largest gains in absolute terms. The top-weighted information technology sector was the largest positive contributor (weight times performance) to S&P® 500 Index returns. The energy sector particularly benefited as oil prices climbed higher. Information technology and health care stocks benefited significantly from a robust merger and acquisition market. Conversely, consumer discretionary, industrials, telecommunication services and financials were the weakest sectors, though, as indicated, each still generated positive returns.

All segments of the U.S. equity market advanced during the Reporting Period, with mid-cap stocks, as measured by the Russell Midcap® Index, gaining most, followed by large-cap stocks and then at some distance by small-cap stocks, as measured by the Russell 1000® Index and the Russell 2000® Index, respectively. Large-cap stocks were most successful relative to small-caps in the information technology sector. From a style perspective, value-oriented stocks significantly outpaced growth-oriented stocks across the capitalization spectrum. (All as measured by the Russell Investments indices.)

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

Overall, stock selection had the greatest effect on the Fund’s performance relative to the Russell Index during the Reporting Period.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Which equity market sectors most significantly affected Fund performance?

Detracting from the Fund’s relative results most was stock selection in the financials, consumer discretionary and information technology sectors, where company-specific issues weighed on certain holdings. Having an overweighted allocation in consumer discretionary, which lagged the Russell Index during the Reporting Period, hurt as well. Such detractors were only partially offset by effective stock selection in the consumer staples and energy sectors, which helped the Fund’s performance relative to the Russell Index.

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

Detracting from the Fund’s results relative to its benchmark index were positions in Triumph Group, PVH and Louisiana-Pacific.

Triumph Group, which designs, manufactures and services products for the aerospace industry, was the top detractor from the Fund’s results during the Reporting Period. Its shares traded lower after the company reported weaker than expected fourth quarter 2013 results and, in our view, conservative forward looking earnings estimates. Its management cited additional charges to the 747-8 program and weakness in military spending as reasons for its forward guidance. In May 2014, Triumph Group’s shares rebounded somewhat, as the company reported fiscal fourth quarter results, including earnings, that exceeded consensus estimates in part due to improved margins in its aerospace unit. In addition, the company revealed it had repurchased approximately 300,000 shares during the second calendar quarter, while also announcing an increase to its share buyback authorization. At the end of the Reporting Period, we anticipated continued improvement in demand in the latter half of 2014, and we remained positive regarding its management’s ability to meet expectations, stabilize recent production issues and further strengthen margins.

PVH, which designs, sources, manufactures and markets apparel and footwear, saw its shares negatively impacted during the first quarter of 2014 by its lowering of its fiscal year 2013 revenue guidance and by inclement winter weather. PVH also reported fourth quarter 2013 results in March 2014 that slightly missed consensus expectations, as improved margins offset slightly lower top-line growth. In June 2014, PVH reported first quarter 2014 earnings per share slightly below consensus expectations, and its shares retreated as the firm cut its full-year 2014 guidance on concerns regarding inventory pressures in the overall North American market. The apparel market in particular has been seeing incremental inventory pressure.

Building materials manufacturer Louisiana-Pacific was a top detractor from the Fund’s results during the Reporting Period. Despite good performance early in 2014, Louisiana-Pacific reported weaker than expected revenue for the first quarter of 2014. Its management cited severe weather as a key factor in the revenue miss. The weather also had a notable impact on the firm’s logistical capabilities, which caused higher than average inventory levels, according to its management. Its shares also traded lower after regulatory approval was not granted for the company’s attempted acquisition of Ainsworth Lumber, a Toronto-based lumber production company. The two firms had reached an agreement in September 2013. Despite the recent weakness, we remained optimistic at the end of the Reporting Period, as we believed consolidation in the industry is changing the competitive landscape. We were also positive on the firm’s return-on-capital profile and its potential for margin improvement.

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

The Fund benefited most relative to the Russell Index from positions in Keurig Green Mountain, Cimarex Energy and Newfield Exploration.

Specialty coffee and coffeemaker company Keurig Green Mountain was the top contributor to the Fund’s performance during the Reporting Period. Its shares rose following the announcement that Coca-Cola purchased a 10% stake in the company and entered into a 10-year agreement to develop Coke brand products for the Keurig Cold beverage system. The company also benefited from exposure to the Starbucks, Dunkin, Folgers and Costco brands. Further, shareholders approved the company’s official name change to Keurig Green Mountain from Green Mountain Coffee Roasters, recognizing the value that Keurig has brought to the overall franchise and creating a powerful corporate identity. Following the stock’s strong recent performance, we sold the Fund’s position in Keurig Green Mountain during the Reporting Period, taking profits.

 

 

3


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Oil and gas exploration and production company Cimarex Energy performed well during the Reporting Period. In mid-January 2014, Cimarex Energy reported 2014 production and capital expenditure guidance that was widely seen as enabling the company to fund an aggressive drilling program. In May 2014, the company posted strong first quarter 2014 revenue and earnings, which were supported by significant production growth. The company also raised its 2014 production guidance well above consensus estimates. Further, the company announced a purchase and sale agreement to acquire oil and gas assets in the Cana-Woodford shale region in Western Oklahoma, which was viewed positively by investors. At the end of the Reporting Period, we remained encouraged by the company’s shift in focus from natural gas toward oil production and believed technological improvements could lead to increased productivity while also strengthening its capital position.

Shares of oil and gas exploration and production company Newfield Exploration, a new purchase for the Fund during the Reporting Period, rose after the company announced its fourth quarter 2013 earnings in February 2014. Top- and bottom-line first quarter 2014 results beat consensus, causing its shares to continue their rally. Newfield Exploration’s share gains also rose on higher oil prices. In our view, the company also exhibited strong execution in its core operations, particularly in the Anadarko Basin, with improved completion techniques. Additionally, the company continued to downsize and improve its financial position by selling non-core assets, reducing costs and focusing its capital on the basins with the highest rates of return. At the end of the Reporting Period, we believed Newfield Exploration could potentially benefit from any further increase in oil prices resulting from heightened expectations for global economic growth and/or geopolitical risks. We also maintained our positive view regarding the company’s management team and believed its shares remained attractively valued relative to its peer group at the end of the Reporting Period despite its strong recent performance.

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

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

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

In addition to the purchases mentioned earlier, we initiated a Fund position in Cigna, a global health maintenance organization (“HMO”). In our view, shares of Cigna were trading at a discount to many of its peers at the time of purchase. However, we anticipated this gap may narrow because the business appeared to be performing well after facing challenges at the end of 2013. We also became more bullish on the company’s Medicare Advantage opportunity, which could potentially boost earnings per share going forward. In our view, the potential for capital deployment in the form of share repurchases, dividends and/or acquisition activity could also be a positive catalyst for the stock.

We established a Fund position in Kroger, which is currently the largest grocery chain in the U.S. with the majority of its stores located in the West and South. In our view, Kroger has consistently been able to gain share, driven by a focus on low prices, high convenience and healthy choices. Its margins appear to us to have stabilized and, in our view, may begin to expand following many years of investment to improve its competitive positioning. We also believe its acquisition of Harris Teeter Supermarkets could provide synergies and boost its earnings per share in the coming years. We believe further industry consolidation could be beneficial for the company due it its strong market share and stable cash flows.

In addition to sales already mentioned, we exited the Fund’s position in health care benefits provider Aetna following strong 2013 and early 2014 performance. The company also announced in February 2014 a $1 billion increase to its share repurchase program, which we viewed as an incremental positive. However, we ultimately exited the position in favor of other names that we believed had a more favorable risk/reward profile.

Similarly, we sold the Fund’s position in health care insurance provider Humana, as the stock had performed well and approached our probability-weighted price target. In line with our thesis, shares of Humana benefited from modest membership growth along with disciplined underwriting and cost management.

 

4


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

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

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

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

At the end of June 2014, the Fund had overweighted positions relative to the Russell Index in the industrials, energy, consumer discretionary, health care and consumer staples sectors. On the same date, the Fund had underweighted positions compared to the Russell Index in utilities, financials and materials and was rather neutrally weighted to the Russell Index in information technology. The Fund had no exposure to telecommunication services at the end of the Reporting Period.

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

At the end of the Reporting Period, we believed U.S. equities had further upside should the U.S. economy accelerate. We believe real earnings growth may well serve as a fundamental driver of performance going forward. We believe U.S. corporate fundamentals are strong, evidenced by both healthy balance sheets and earnings resilience, and should provide companies with a number of options to increase shareholder value. While we acknowledge the potential for headwinds remains, such as geopolitical risks, we ultimately remain constructive on the direction of U.S. equity markets and believe there are ample tailwinds, including the strengthening U.S. housing and employment markets, which should continue to provide a favorable backdrop for U.S. equities. Looking forward, we believe that should the U.S. economy improve, companies are likely to reinvest for future growth by increasing capital expenditures, research and development, hiring, and merger and acquisition activity rather than keeping excess cash on balance sheets. From a valuation perspective, U.S. equities remained, at the end of the Reporting Period, reasonably valued relative to history and inexpensive relative to fixed income. We believe a forward-looking analysis is critical in this investing environment, and we believe stock selection will be increasingly important as areas of the market become fully valued.

Regardless of market direction, our fundamental, bottom-up stock selection continues to drive our process, rather than headlines or sentiment. We maintain high conviction in the companies the Fund owns and believe they have the potential to outperform relative to the broader market regardless of economic growth conditions. We continue to focus on undervalued companies that we believe have comparatively greater control of their own destiny, such as innovators with differentiated products, companies with low cost structures or companies that have been investing in their own businesses and may be poised to gain market share. We maintain our discipline in identifying companies with what we believe to be strong or improving balance sheets, led by quality management teams and trading at discounted valuations. We remain focused on the long-term performance of the Fund.

 

5


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Index Definitions

The Russell Midcap® Index measures the performance of the mid-cap segment of the U.S. equity universe. The Russell Midcap® Index is a subset of the Russell 1000® Index. The Russell Midcap® Index includes approximately 800 of the smallest securities based on a combination of their market cap and current index membership. The Russell Midcap® Index represents approximately 31% of the total market capitalization of the Russell 1000® Index companies. The Russell Midcap® Index is constructed to provide a comprehensive and unbiased barometer for the mid-cap segment. The Russell Midcap® Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true mid-cap opportunity set.

The Russell 1000® Index measures the performance of the large-cap segment of the U.S. equity universe. The Russell 1000® Index is a subset of the Russell 3000® Index and includes approximately 1000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000® Index represents approximately 92% of the U.S. market. The Russell 1000® Index is constructed to provide a comprehensive and unbiased barometer for the large-cap segment and is completely reconstituted annually to ensure new and growing equities are reflected.

The Russell 2000® Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000® Index is a subset of the Russell 3000® Index representing approximately 10% of the total market capitalization of that index. The Russell 2000® Index includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2000® Index is constructed to provide a comprehensive and unbiased small-cap barometer and is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set.

The S&P 500® Index is the Standard & Poor’s 500 Composite Index of 500 stocks, an unmanaged index of common stock prices.

The MSCI EAFE® Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US & Canada. The MSCI EAFE® Index consists of the following 21 developed market country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.

All index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.

 

6


FUND BASICS

 

Mid Cap Value Fund

as of June 30, 2014

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/14    One Year      Five Years      Ten Years      Since Inception      Inception Date
Institutional      25.17      20.46      9.97      9.59    5/01/98
Service      24.82         20.15         N/A         8.02       1/09/06

 

1  The Standardized Total Returns are average annual total returns as of the most recent calendar quarter-end. They assume reinvestment of all distributions at net asset value. Because Institutional Shares and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the total return figures in the above chart. Please visit www.GSAMFUNDS.com to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Institutional        0.83      0.87
Service        1.08         1.12   

 

2  The expense ratios of the Fund, both current (net of any fee waivers and/or expense limitations) and before waivers (gross of any fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectuses for the Fund and may differ from the expense ratios disclosed in the Financial Highlights of this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2015, and prior to such date the Investment Adviser may not terminate the arrangements without the approval of the Fund’s Board of Trustees. If these arrangements are discontinued in the future, the expense ratios may change without shareholder approval.

TOP TEN HOLDINGS AS OF 6/30/143

 

Holding      % of Net Assets      Line of Business
Cigna Corp.        2.0%       Health Care Equipment & Services
Agilent Technologies, Inc.        2.0       Pharmaceuticals, Biotechnology & Life Sciences
Cardinal Health, Inc.        1.9      Health Care Equipment & Services
Principal Financial Group, Inc.        1.9      Insurance
Lincoln National Corp.        1.7      Insurance
AvalonBay Communities, Inc.        1.7       Real Estate Investment Trust
M&T Bank Corp.        1.6      Banks
Triumph Group, Inc.        1.6      Capital Goods
The Kroger Co.        1.6      Food & Staples Retailing
Chesapeake Energy Corp.        1.5      Energy

 

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

 

7


FUND BASICS

 

FUND vs. BENCHMARK SECTOR ALLOCATIONS4

As of June 30, 2014

 

 

 

LOGO

 

 

 

4  The Fund is actively managed and, as such, its composition may differ over time. Consequently, the Fund’s overall sector allocations may differ from percentages contained in the graph above. The graph categorizes investments using Global Industry Classification Standard (“GICS”), however, the sector classifications used by the portfolio management team may differ from GICS. Underlying sector allocations of exchange traded funds held by the Fund, if any, are not reflected in the graph above. The percentage shown for each investment category reflects the value of investments in that category as a percentage of total market value. The graph depicts the Fund’s investments but may not represent the Fund’s market exposure due to the exclusion of certain derivatives, if any, as listed in the Additional Investment Information section of the Schedule of Investments.

 

8


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Schedule of Investments

June 30, 2014 (Unaudited)

 

Shares      Description    Value  
  Common Stocks – 98.2%   

 

Banks – 5.9%

  

  190,146       First Republic Bank    $ 10,456,128   
  1,274,145       Huntington Bancshares, Inc.      12,155,343   
  757,960       KeyCorp      10,861,567   
  136,933       M&T Bank Corp.      16,986,539   
  88,618       Signature Bank*      11,181,819   
     

 

 

 
        61,641,396   

 

 

 

 

Capital Goods – 10.0%

  
  179,751       Armstrong World Industries, Inc.*      10,323,100   
  109,758       Carlisle Companies, Inc.      9,507,238   
  138,425       Crane Co.      10,293,283   
  224,329       ITT Corp.      10,790,225   
  171,203       KBR, Inc.      4,083,192   
  32,783       Parker Hannifin Corp.      4,121,807   
  25,303       Roper Industries, Inc.      3,694,491   
  200,503       Terex Corp.      8,240,673   
  345,510       Textron, Inc.      13,229,578   
  212,773       The Timken Co.      14,434,520   
  239,121       Triumph Group, Inc.      16,695,428   
     

 

 

 
        105,413,535   

 

 

 

 

Commercial & Professional Services – 0.5%

  
  52,137       The Dun & Bradstreet Corp.      5,745,497   

 

 

 

 

Consumer Durables & Apparel – 2.6%

  
  58,309       Fossil Group, Inc.*      6,094,457   
  90,969       PVH Corp.      10,606,985   
  277,180       Toll Brothers, Inc.*      10,227,942   
     

 

 

 
        26,929,384   

 

 

 

 

Consumer Services – 2.0%

  
  368,538       MGM Resorts International*      9,729,403   
  135,408       Starwood Hotels & Resorts Worldwide, Inc.      10,943,675   
     

 

 

 
        20,673,078   

 

 

 

 

Diversified Financials – 6.8%

  
  6,882       E*TRADE Financial Corp.*      146,311   
  420,894       Invesco Ltd.      15,888,749   
  657,579       Navient Corp.      11,645,724   
  216,032       Raymond James Financial, Inc.      10,959,303   
  1,256,088       SLM Corp.      10,438,091   
  365,770       The NASDAQ OMX Group, Inc.      14,126,037   
  236,722       Voya Financial, Inc.      8,602,478   
     

 

 

 
        71,806,693   

 

 

 

 

Energy – 7.9%

  
  188,164       Cameron International Corp.*      12,740,584   
  518,535       Chesapeake Energy Corp.      16,116,068   
  111,007       Cimarex Energy Co.      15,925,064   
  300,336       Newfield Exploration Co.*      13,274,851   
  132,182       Oil States International, Inc.*      8,471,544   
  67,171       Range Resources Corp.      5,840,519   
  177,913       Tesoro Corp.      10,438,156   
     

 

 

 
        82,806,786   

 

 

 
  Common Stocks – (continued)   

 

Food & Staples Retailing – 1.6%

  
  332,404       The Kroger Co.    $ 16,430,730   

 

 

 

 

Food, Beverage & Tobacco – 2.0%

  
  84,860       ConAgra Foods, Inc.      2,518,645   
  60,761       Constellation Brands, Inc. Class A*      5,354,867   
  109,524       Ingredion, Inc.      8,218,681   
  146,041       Tyson Foods, Inc. Class A      5,482,379   
     

 

 

 
        21,574,572   

 

 

 

 

Health Care Equipment & Services – 7.3%

  
  66,490       C. R. Bard, Inc.      9,508,735   
  287,769       Cardinal Health, Inc.      19,729,443   
  230,243       Cigna Corp.      21,175,449   
  77,763       Laboratory Corp. of America Holdings*      7,962,931   
  154,202       Tenet Healthcare Corp.*      7,238,242   
  110,761       Zimmer Holdings, Inc.      11,503,637   
     

 

 

 
        77,118,437   

 

 

 

 

Household & Personal Products – 0.7%

  
  64,632       Energizer Holdings, Inc.      7,887,043   

 

 

 

 

Insurance – 8.4%

  
  206,202       Arthur J. Gallagher & Co.      9,609,013   
  75,233       Everest Re Group Ltd.      12,074,144   
  347,347       Lincoln National Corp.      17,867,530   
  385,391       Principal Financial Group, Inc.      19,454,538   
  213,507       Unum Group      7,421,503   
  205,832       Validus Holdings Ltd.      7,871,016   
  412,848       XL Group PLC      13,512,515   
     

 

 

 
        87,810,259   

 

 

 

 

Materials – 5.8%

  
  223,206       Celanese Corp. Series A      14,347,682   
  5,870       CF Industries Holdings, Inc.      1,411,911   
  416,523       Louisiana-Pacific Corp.*      6,256,175   
  212,632       Newmont Mining Corp.      5,409,358   
  173,146       Packaging Corp. of America      12,378,207   
  128,560       Reliance Steel & Aluminum Co.      9,476,158   
  150,561       The Valspar Corp.      11,471,243   
     

 

 

 
        60,750,734   

 

 

 

 

Media – 2.5%

  
  119,915       AMC Networks, Inc. Class A*      7,373,573   
  85,140       Liberty Media Corp. Series A*      11,636,935   
  88,832       Scripps Networks Interactive, Inc. Class A      7,207,829   
     

 

 

 
        26,218,337   

 

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences – 2.6%

  

  359,805       Agilent Technologies, Inc.      20,667,199   
  98,922       Endo International PLC*      6,926,519   
     

 

 

 
        27,593,718   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Schedule of Investments (continued)

June 30, 2014 (Unaudited)

 

Shares      Description    Value  
  Common Stocks – (continued)   

 

Real Estate Investment Trust – 6.6%

  
  122,540       AvalonBay Communities, Inc.    $ 17,423,963   
  215,052       Brixmor Property Group, Inc.      4,935,443   
  117,302       Camden Property Trust      8,346,037   
  518,273       DDR Corp.      9,137,153   
  167,832       RLJ Lodging Trust      4,848,666   
  412,831       Starwood Property Trust, Inc.      9,812,993   
  117,974       Tanger Factory Outlet Centers, Inc.      4,125,551   
  137,933       Taubman Centers, Inc.      10,456,701   
     

 

 

 
        69,086,507   

 

 

 

 

Retailing – 4.3%

  

  91,482       Expedia, Inc.      7,205,122   
  183,442       GNC Holdings, Inc. Class A      6,255,372   
  343,038       Liberty Interactive Corp. Series A*      10,071,596   
  805,973       Staples, Inc.      8,736,747   
  318,463       The Gap, Inc.      13,238,507   
     

 

 

 
        45,507,344   

 

 

 

 

Semiconductors & Semiconductor Equipment – 4.9%

  

  293,337       Altera Corp.      10,196,394   
  178,970       Analog Devices, Inc.      9,676,908   
  385,263       Applied Materials, Inc.      8,687,681   
  792,855       Atmel Corp.*      7,429,051   
  443,103       Maxim Integrated Products, Inc.      14,981,312   
     

 

 

 
        50,971,346   

 

 

 

 

Software & Services – 5.6%

  

  122,065       AOL, Inc.*      4,856,967   
  143,908       Check Point Software Technologies Ltd.*      9,646,153   
  215,020       Citrix Systems, Inc.*      13,449,501   
  98,298       Global Payments, Inc.      7,161,009   
  173,389       PTC Inc.*      6,727,493   
  304,453       TIBCO Software, Inc.*      6,140,817   
  877,583       Xerox Corp.      10,917,133   
     

 

 

 
        58,899,073   

 

 

 
  Common Stocks – (continued)   

 

Technology Hardware & Equipment – 0.8%

  

  217,635       NetApp, Inc.    $ 7,948,030   

 

 

 

 

Transportation – 2.7%

  

  375,101       Hertz Global Holdings, Inc.*      10,514,081   
  76,831       Kansas City Southern      8,260,101   
  230,226       United Continental Holdings, Inc.*      9,455,382   
     

 

 

 
        28,229,564   

 

 

 

 

Utilities – 6.7%

  

  354,938       Calpine Corp.*      8,451,074   
  184,511       Edison International      10,721,934   
  439,400       FirstEnergy Corp.      15,255,968   
  81,531       PG&E Corp.      3,915,118   
  140,848       SCANA Corp.      7,579,031   
  141,480       Sempra Energy      14,814,371   
  284,416       Xcel Energy, Inc.      9,166,728   
     

 

 

 
        69,904,224   

 

 

 
  TOTAL INVESTMENTS – 98.2%   
  (Cost $894,566,275)    $ 1,030,946,287   

 

 

 

 
 

OTHER ASSETS IN EXCESS OF
LIABILITIES – 1.8%

     18,479,464   

 

 

 
  NET ASSETS – 100.0%    $ 1,049,425,751   

 

 

 

 

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

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Statement of Assets and Liabilities

June 30, 2014 (Unaudited)

 

  
Assets:       

Investments, at value (cost $894,566,275)

   $ 1,030,946,287   

Cash

     13,650,788   

Receivables:

  

Investments sold

     13,817,586   

Dividends

     1,485,113   

Fund shares sold

     413,255   

Reimbursement from investment adviser

     47,649   

Other assets

     44,898   
Total assets      1,060,405,576   
  
  
Liabilities:       

Payables:

  

Investments purchased

     8,542,502   

Fund shares redeemed

     1,504,580   

Amounts owed to affiliates

     747,394   

Accrued expenses

     185,349   
Total liabilities      10,979,825   
  
  
Net Assets:       

Paid-in capital

     781,586,038   

Undistributed net investment income

     8,370,482   

Accumulated net realized gain

     123,089,219   

Net unrealized gain

     136,380,012   
NET ASSETS    $ 1,049,425,751   

Net Assets:

  

Institutional

   $ 704,203,129   

Service

     345,222,622   

Total Net Assets

   $ 1,049,425,751   

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

  

Institutional

     34,762,074   

Service

     17,047,922   

Net asset value, offering and redemption price per share:

  

Institutional

     $20.26   

Service

     20.25   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Statement of Operations

For the Six Months Ended June 30, 2014 (Unaudited)

 

  
Investment income:       

Dividends

   $ 10,033,040   
  
  
Expenses:       

Management fees

     4,039,092   

Distribution and Service fees — Service Class

     405,504   

Transfer Agent fees(a)

     100,969   

Printing and mailing costs

     82,572   

Custody, accounting and administrative services

     59,268   

Professional fees

     38,949   

Trustee fees

     9,320   

Registration fees

     629   

Other

     113,253   
Total expenses      4,849,556   

Less — expense reductions

     (182,220
Net expenses      4,667,336   
NET INVESTMENT INCOME      5,365,704   
  
  
Realized and unrealized gain (loss):       

Net realized gain from investments (including commissions recaptured of $76,011)

     94,028,538   

Net change in unrealized loss on investments

     (14,601,192
Net realized and unrealized gain      79,427,346   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $ 84,793,050   

(a) Institutional and Service Shares had Transfer Agent fees of $68,531 and $32,438, respectively.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Statements of Changes in Net Assets

 

     For the
Six Months Ended
June 30, 2014
(Unaudited)
     For the
Fiscal Year Ended
December 31, 2013
 
     
From operations:              

Net investment income

   $ 5,365,704       $ 6,344,409   

Net realized gain

     94,028,538         201,894,207   

Net change in unrealized gain (loss)

     (14,601,192      53,796,177   
Net increase in net assets resulting from operations      84,793,050         262,034,793   
     
     
Distributions to shareholders:              

From net investment income

     

Institutional Shares

             (5,487,800

Service Shares

             (1,803,944

From net realized gains

     

Institutional Shares

             (52,951,066

Service Shares

             (24,095,985
Total distributions to shareholders              (84,338,795
     
     
From share transactions:              

Proceeds from sales of shares

     30,347,043         80,023,723   

Reinvestment of distributions

             84,338,795   

Cost of shares redeemed

     (81,070,029      (150,238,862
Net increase (decrease) in net assets resulting from share transactions      (50,722,986      14,123,656   
TOTAL INCREASE      34,070,064         191,819,654   
     
     
Net assets:              

Beginning of period

     1,015,355,687         823,536,033   

End of period

   $ 1,049,425,751       $ 1,015,355,687   
Undistributed net investment income    $ 8,370,482       $ 3,004,778   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

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

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2014 - Institutional

  $ 18.64      $ 0.11 (d)    $ 1.51      $ 1.62      $      $      $      $ 20.26        8.69   $ 704,203        0.84 %(e)      0.88 %(e)      1.14 %(d)(e)      43

2014 - Service

    18.66        0.08 (d)      1.51        1.59                             20.25        8.52        345,223        1.09 (e)      1.13 (e)      0.89 (d)(e)      43   
                           

FOR THE FISCAL YEARS ENDED DECEMBER 31,

 

2013 - Institutional

    15.33        0.13        4.88        5.01        (0.16     (1.54     (1.70     18.64        32.89        695,832        0.83        0.86        0.74        108   

2013 - Service

    15.35        0.09        4.88        4.97        (0.12     (1.54     (1.66     18.66        32.56        319,524        1.08        1.11        0.51        108   

2012 - Institutional

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

2012 - Service

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

2011 - Institutional

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

2011 - Service

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

2010 - Institutional

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

2010 - Service

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

2009 - Institutional

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

2009 - Service

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

 

(a) Calculated based on the average shares outstanding methodology.
(b) Assumes investment at the net asset value at the beginning of the period, reinvestment of all distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c) The Fund's portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund's portfolio turnover rate may be higher.
(d) Reflects income recognized from corporate action which amounted to $0.04 per share and 0.45% of average net assets.
(e) Annualized.
(f) Reflects income recognized from special dividends which amounted to $0.04 per share and 0.31% of average net assets.
(g) Reflects income recognized from special dividends which amounted to $0.03 per share and 0.37% of average net assets.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Notes to Financial Statements

June 30, 2014 (Unaudited)

 

1.    ORGANIZATION

 

Goldman Sachs Variable Insurance Trust (the “Trust” or “VIT”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust includes the Goldman Sachs Mid Cap Value Fund (the “Fund”). The Fund is a diversified portfolio under the Act offering two classes of shares — Institutional and Service Shares. Shares of the Trust are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies.

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

2.    SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

 

15


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

2.    SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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

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

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS

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

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

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

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

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

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

Equity Securities — Equity securities and investment companies traded on a U.S. securities exchange or the NASDAQ system, or those located on certain foreign exchanges, including but not limited to the Americas, are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, equity securities and exchange traded investment companies are valued at the last bid price for long positions and at the last ask price for short positions. Investments in investment companies (other than those that are exchange traded) are valued at the NAV on the valuation date. To the extent these investments are actively traded, they are classified as Level 1 of the fair value hierarchy, otherwise they are generally classified as Level 2.

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

 

16


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

 

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

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

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

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

 

Investment Type      Level 1        Level 2        Level 3  
Assets               
Common Stock and/or Other Equity Investments(a)               

North America

     $ 1,030,946,287         $         $   

 

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

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

4.    AGREEMENTS AND AFFILIATED TRANSACTIONS

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

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

For the six months ended June 30, 2014, contractual and effective net management fees with GSAM were at the following rates:

 

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

 

* GSAM has agreed to waive a portion of its management fee in order to achieve a net management rate, as defined in the Fund’s most recent prospectuses. This waiver will be effective through at least April 30, 2015 and prior to such date GSAM may not terminate the arrangement without approval of the Trustees. The Effective Net Management Rate above is calculated based on management rates before and after the waiver had been adjusted, if applicable. For the six months ended June 30, 2014, GSAM waived $151,463 of its management fee.

B.  Distribution and Service Plan — The Trust, on behalf of the Service Shares of the Fund, has adopted a Distribution and Service Plan (the “Plan”). Under the Plan, Goldman Sachs, which serves as distributor (the “Distributor”), is entitled to a fee accrued daily and paid monthly, for distribution services and personal and account maintenance services, which may then be paid

 

17


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

4..    AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

by Goldman Sachs to authorized dealers, equal to, on an annual basis, 0.25% of the Fund’s average daily net assets attributable to Service Shares.

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

D.  Other Expense Agreements and Affiliated Transactions — GSAM has agreed to limit certain “Other Expense” of the Fund (excluding transfer agent fees and expenses, taxes, interest, brokerage fees, shareholder meeting, litigation, indemnification, and extraordinary expenses) to the extent such expenses exceed, on an annual basis, a percentage rate of the average daily net assets of the Fund. Such Other Expense reimbursements, if any, are accrued daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any. The Other Expense limitation as an annual percentage rate of average daily net assets for the Fund is 0.054%. The Other Expense limitation will remain in place through at least April 30, 2015, and prior to such date GSAM may not terminate the arrangement without the approval of the Trustees. The Fund bears its respective share of costs related to proxy and shareholder meetings, and GSAM has agreed to reimburse the Fund to the extent such expenses exceed a specified percentage of the Fund’s net assets. For the six months ended June 30, 2014, GSAM reimbursed $25,760 to the Fund. In addition, the Fund has entered into certain offset arrangements with the custodian and the transfer agent, which may result in a reduction of the Fund’s expenses and are received irrespective of the application of the “Other Expense” limitation described above. For the six months ended June 30, 2014, custody fee credits were $4,997.

As of June 30, 2014, the amounts owed to affiliates of the Fund were $660,074, $70,177, and $17,143 for management, distribution and service, and transfer agent fees, respectively.

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

F.  Other Transactions with Affiliates — For the six months ended June 30, 2014, Goldman Sachs earned $18,273 in brokerage commissions from portfolio transactions.

5.    PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended June 30, 2014, were $430,757,853 and $489,986,446, respectively.

6.    TAX INFORMATION

As of the Fund’s most recent fiscal year end, December 31, 2013, the Fund’s capital loss carryforwards and certain timing differences, on a tax-basis were as follows:

 

Timing differences (Deferred dividend income)    $ 118,665   

 

18


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

 

 

6.    TAX INFORMATION (continued)

 

As of June 30, 2014, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:

 

Tax cost    $ 895,013,421   
Gross unrealized gain      146,966,380   
Gross unrealized loss      (11,033,514
Net unrealized security gain    $ 135,932,866   

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

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

7.    OTHER RISKS

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

Large Shareholder Redemptions Risk — The Fund may experience adverse effects when certain large shareholders, such as other funds, participating insurance companies, accounts and Goldman Sachs affiliates, purchase or redeem large amounts of shares of the Fund. Such large shareholder redemptions may cause the Fund to sell portfolio securities at times when it would not otherwise do so, which may negatively impact the Fund’s NAV and liquidity. Similarly, large Fund share purchases may adversely affect the Fund’s performance to the extent that the Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would. These transactions may also increase transaction costs. In addition, a large redemption could result in the Fund’s current expenses being allocated over a smaller asset base, leading to an increase in the Fund’s expense ratio.

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

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

8.    INDEMNIFICATIONS

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

 

19


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

9.    SUBSEQUENT EVENTS

 

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

10.    SUMMARY OF SHARE TRANSACTIONS

Share activity is as follows:

 

     For the Six Months Ended
June 30, 2014
(Unaudited)
    For the Fiscal Year Ended
December 31, 2013
 
      Shares     Dollars     Shares     Dollars  
Institutional Shares         
Shares sold      813,424      $ 15,466,139        1,696,217      $ 30,350,446   
Reinvestment of distributions                    3,203,885        58,438,866   
Shares redeemed      (3,382,963     (64,687,104     (6,801,262     (121,893,304
       (2,569,539     (49,220,965     (1,901,160     (33,103,992
Service Shares         
Shares sold      773,208        14,880,904        2,816,457        49,673,277   
Reinvestment of distributions                    1,418,397        25,899,929   
Shares redeemed      (853,099     (16,382,925     (1,563,657     (28,345,558
       (79,891     (1,502,021     2,671,197        47,227,648   
NET INCREASE (DECREASE)      (2,649,430   $ (50,722,986     770,037      $ 14,123,656   

 

20


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

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

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

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

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

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. As a shareholder of the Fund you do not incur any transaction costs, such as sales charges, redemption fees, or exchange fees, but shareholders of other funds may incur such costs. The second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds whose shareholders may incur transaction costs.

 

Share Class   Beginning
Account Value
01/01/14
    Ending
Account Value
06/30/14
    Expenses Paid
for the
6  Months
Ended
06/30/14
*
 
Institutional        
Actual   $ 1,000      $ 1,086.90      $ 4.35   
Hypothetical 5% return     1,000        1,020.63     4.21   
Service        
Actual     1,000        1,085.20        5.64   
Hypothetical 5% return     1,000        1,019.39     5.46   

 

  * Expenses are calculated using the Fund’s annualized net expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2014. Expenses are calculated by multiplying the annualized net expense ratio by the average account value for the period; then multiplying the result by the number of days in the most recent fiscal half year; and then dividing that result by the number of days in the fiscal year. The annualized net expense ratios for the period were 0.84% and 1.09% for Institutional and Service Shares, respectively.  

 

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

 

21


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

 

Background

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

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

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

  (a)   the nature and quality of the advisory, administrative and other services provided to the Fund by the Investment Adviser and its affiliates, including information about:
  (i)   the structure, staff and capabilities of the Investment Adviser and its portfolio management teams;
  (ii)   the groups within the Investment Adviser and its affiliates that support the portfolio management teams or provide other types of necessary services, including fund services groups (e.g., accounting and financial reporting, tax, shareholder services and operations), controls and risk management groups (e.g., legal, compliance, valuation oversight, credit risk management, internal audit, compliance testing, market risk analysis, finance and strategy and central funding), sales and distribution support groups and others (e.g., information technology and training);
  (iii)   trends in headcount;
  (iv)   the Investment Adviser’s financial resources and ability to hire and retain talented personnel and strengthen its operations; and
  (v)   the parent company’s support of the Investment Adviser and its mutual fund business, as expressed by the firm’s senior management;
  (b)   information on the investment performance of the Fund, including comparisons to the performance of a group of similar mutual funds, as provided by a third party mutual fund data provider engaged as part of the contract review process (the “Outside Data Provider”), its benchmark performance index, and a comparable institutional composite managed by the Investment Adviser, and general investment outlooks in the markets in which the Fund invests;
  (c)   the terms of the Management Agreement and agreements with affiliated service providers entered into by the Trust on behalf of the Fund;
  (d)   expense information for the Fund, including:
  (i)   the relative management fee and expense level of the Fund as compared to those of comparable funds managed by other advisers, as provided by the Outside Data Provider;
  (ii)   the Fund’s expense trends over time; and
  (iii)   to the extent the Investment Adviser manages institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, comparative information on the advisory fees charged and services provided to those accounts by the Investment Adviser;
  (e)   with respect to the extensive investment performance and expense comparison data provided by the Outside Data Provider, its processes in producing that data for the Fund;
  (f)   the undertakings of the Investment Adviser to waive certain fees and to limit certain expenses of the Fund that exceed a specified level, and a summary of contractual fee reductions made by the Investment Adviser and/or its affiliates over the past several years with respect to the Fund;
  (g)   information relating to the profitability of the Management Agreement and the transfer agency and distribution and service arrangements of the Fund and the Trust as a whole to the Investment Adviser and its affiliates;
  (h)   whether the Fund’s existing management fee schedule adequately addressed any economies of scale;
  (i)   a summary of the “fall-out” benefits derived by the Investment Adviser and its affiliates from their relationships with the Fund, including the fees received by the Investment Adviser’s affiliates from the Fund for transfer agency, portfolio trading, distribution and other services;

 

22


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

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

 

  (j)   a summary of potential benefits derived by the Fund as a result of its relationship with the Investment Adviser;
  (k)   information regarding commissions paid by the Fund and broker oversight, an update on the Investment Adviser’s soft dollars practices, other information regarding portfolio trading and how the Investment Adviser carries out its duty to seek best execution;
  (l)   the manner in which portfolio manager compensation is determined; and the number and types of accounts managed by the portfolio managers;
  (m)   the nature and quality of the services provided to the Fund by its unaffiliated service providers, and the Investment Adviser’s general oversight and evaluation (including reports on due diligence) of those service providers as part of the administration services provided under the Management Agreement; and
  (n)   the Investment Adviser’s processes and policies addressing various types of potential conflicts of interest; its approach to risk management; the annual review of the effectiveness of the Fund’s compliance program; and periodic compliance reports.

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

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

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

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

Investment Performance

The Trustees also considered the investment performance of the Fund. In this regard, they compared the investment performance of the Fund to its peers using rankings and ratings compiled by the Outside Data Provider as of December 31, 2013, and updated performance information prepared by the Investment Adviser using the peer group identified by the Outside Data Provider as of March 31, 2014. The information on the Fund’s investment performance was provided for the one-, three-, five- and ten-year periods ending on the applicable dates. The Trustees also reviewed the Fund’s investment performance over time (including on a year-by-year basis) relative to its performance benchmark. As part of this review, they considered the investment performance trends of the Fund over time, and reviewed the investment performance of the Fund in light of its investment objective and policies and market conditions. The Trustees also received information comparing the Fund’s performance to that of a comparable institutional composite managed by the Investment Adviser.

In addition, the Trustees considered materials prepared and presentations made by the Investment Adviser’s senior management and portfolio management personnel, in which Fund performance was assessed. The Trustees also considered the

 

23


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

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

 

Investment Adviser’s periodic reports with respect to the Fund’s risk profile, and how the Investment Adviser’s approach to risk monitoring and management influences portfolio management.

The Trustees observed that the Fund’s Service Shares had placed in the third quartile of the Fund’s peer group and had underperformed the Fund’s benchmark index for the one-, three-, and five-year periods ended March 31, 2014.

Costs of Services Provided and Competitive Information

The Trustees considered the contractual terms of the Management Agreement and the fee rates payable by the Fund thereunder. In this regard, the Trustees considered information on the services rendered by the Investment Adviser to the Fund, which included both advisory and administrative services that were directed to the needs and operations of the Fund as a registered mutual fund.

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

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

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

Profitability

The Trustees reviewed the Investment Adviser’s revenues and pre-tax profit margins with respect to the Trust and the Fund. In this regard the Trustees noted that they had received, among other things, profitability analyses and summaries, revenue and expense schedules by Fund and by function (i.e., investment management, transfer agency and distribution and service) and information on the Investment Adviser’s expense allocation methodology. They observed that the profitability and expense figures are substantially similar to those used by the Investment Adviser for many internal purposes, including compensation decisions among various business groups, and are thus subject to a vigorous internal debate about how certain revenue and expenses should be allocated. The Trustees also noted that the internal audit group within the Goldman Sachs organization had audited the expense allocation methodology and was satisfied with the reasonableness, consistency, and accuracy of the Investment Adviser’s expense allocation methodology and profitability analysis calculations. Profitability data for the Trust and the Fund were provided for 2013 and 2012, and the Trustees considered this information in relation to the Investment Adviser’s overall profitability. The Trustees considered the Investment Adviser’s revenues and pre-tax profit margins both in absolute terms and in comparison to information on the reported pre-tax profit margins earned by certain other asset management firms.

Economies of Scale

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

 

First $2 billion     0.80
Next $3 billion     0.72   
Next $3 billion     0.68   
Over $8 billion     0.67   

 

24


GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

 

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

 

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

Other Benefits to the Investment Adviser and Its Affiliates

The Trustees also considered the other benefits derived by the Investment Adviser and its affiliates from their relationships with the Fund as stated above, including: (a) transfer agency fees received by Goldman, Sachs & Co. (“Goldman Sachs”); (b) brokerage and futures commissions earned by Goldman Sachs for executing securities and futures transactions on behalf of the Fund; (c) research received by the Investment Adviser from broker-dealers in exchange for executing certain transactions on behalf of the Fund; (d) trading efficiencies resulting from aggregation of orders of the Fund with those for other funds or accounts managed by the Investment Adviser; (e) the Investment Adviser’s ability to leverage the infrastructure designed to service the Fund on behalf of its other clients; (f) the Investment Adviser’s ability to cross-market other products and services to Fund shareholders; (g) Goldman Sachs’ retention of certain fees as Fund Distributor; (h) the Investment Adviser’s ability to negotiate better pricing with custodians on behalf of its other clients, as a result of the relationship with the Fund; and (i) the possibility that the working relationship between the Investment Adviser and the Fund’s third party service providers may cause those service providers to be more likely to do business with other areas of Goldman Sachs. In the course of considering the foregoing, the Independent Trustees requested and received further information quantifying certain of these fall-out benefits.

Other Benefits to the Fund and Its Shareholders

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

Conclusion

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

 

25


TRUSTEES   OFFICERS
Ashok N. Bakhru, Chairman   James A. McNamara, President
John P. Coblentz, Jr.   Scott M. McHugh, Principal Financial Officer
Diana M. Daniels   and Treasurer
Joseph P. LoRusso   Caroline L. Kraus, Secretary
Herbert J. Markley  
James A. McNamara  
Jessica Palmer  
Alan A. Shuch  
Richard P. Strubel  
Roy W. Templin  

GOLDMAN, SACHS & CO.

Distributor and Transfer Agent

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Investment Adviser

200 West Street, New York

New York 10282

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

The reports concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, such as performance of the economy as a whole and of specific industry sectors, changes in the levels of interest rates, the impact of developing world events, and other factors that may influence the future performance of the Fund. Management believes these forward-looking statements to be reasonable, although they are inherently uncertain and difficult to predict. Actual events may cause adjustments in portfolio management strategies from those currently expected to be employed.

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities for the 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-621-2550; and (ii) on the Securities and Exchange Commission (“SEC”) web site at http://www.sec.gov.

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

The website links provided are for your convenience only and are not an endorsement or recommendation by GSAM of any of these websites or the products or services offered. GSAM is not responsible for the accuracy and validity of the content of these websites.

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

References to indices, benchmarks or other measures of relative market performance over a specified period of time are provided for your information only and do not imply that the portfolio will achieve similar results. The index composition may not reflect the manner in which a portfolio is constructed. While an adviser seeks to design a portfolio which reflects appropriate risk and return features, portfolio characteristics may deviate from those of the benchmark.

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

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

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

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

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

© 2014 Goldman Sachs. All rights reserved.

VITMCVSAR-14/136506.MF.MED.TMPL/8/2014

 


Goldman

Sachs Variable Insurance Trust

 

Goldman Sachs

Money Market Fund

Semi-Annual Report

June 30, 2014

 

LOGO


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Principal Investment Strategies and Risks

 

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

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

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

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

 

1


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

INVESTMENT OBJECTIVE

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

 

 

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Money Market Portfolio Management Team discusses the Goldman Sachs Variable Insurance Trust — Goldman Sachs Money Market Fund’s (the “Fund) performance and positioning for the six-month period ended June 30, 2014 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

The Fund’s Institutional Shares’ standardized 7-day current yield was 0.01% and its standardized 7-day effective yield was also 0.01% as of June 30, 2014. The Fund’s one-month simple average yield was 0.03% as of June 30, 2014. The Fund’s 7-day distribution yield as of June 30, 2014 was 0.03%.

The Fund’s Service Shares’ standardized 7-day current yield was –0.01% and its standardized 7-day effective yield was also –0.01% as of June 30, 2014. The Fund’s one-month simple average yield was 0.01% as of June 30, 2014. The Fund’s 7-day distribution yield as of June 30, 2014 was 0.01%.

The yields represent past performance. Past performance does not guarantee future results. Current performance may be lower or higher than the performance quoted above.

Yields will fluctuate as market conditions change. The yield quotations more closely reflect the current earnings of the Fund than total return quotations.

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

The Reporting Period was one wherein money market yields remained low throughout, as the Federal Reserve (the “Fed”) kept its target rate near zero and continued its forward guidance for continued low rates in conjunction with the tapering of its asset purchases.

Longer-dated U.S. Treasury yields declined during the first quarter of 2014 overall, as economic data weakened primarily as a result of inclement winter weather. That said, U.S. Treasury yields did rise toward the end of the first calendar quarter when, following the Fed’s March meeting, the Fed’s rates projections indicated a slightly more abbreviated calendar for policy tightening, and the language regarding the 6.5% unemployment threshold as a condition for raising interest rates was dropped. With respect to tapering asset purchases, the Fed maintained its pace of reduction that began in January 2014, bringing the monthly level down by $10 billion per month. The Fed’s March press conference provided a notable moment when, in response to a question on the timeline between the end of quantitative easing and an increase in the federal funds rate, Fed Chair Yellen’s response was “something on the order of six months.” Given the pace of asset purchases, this implied a rate hike sometime in mid-2015. While this was consistent with market pricing prior to the meeting, Eurodollar futures, fed funds futures and short- to intermediate-term U.S. Treasuries all sold off sharply in response to the “six months” comment.

Also in March 2014, first quarter 2014 nonfarm payroll and unemployment reports showed an improved labor market relative to reports earlier in the calendar year. The U.S. added 192,000 new jobs, as the participation rate rose from 63.0% to 63.2%, while the headline unemployment rate held steady at 6.7%. This improvement in the labor market at the end of the first quarter of 2014 provided some indication that weather played a role in the weaker economic data seen in January and February 2014. Market reaction was somewhat surprising, as the U.S. Treasury market rallied following the labor market reports, while equity markets moved lower.

During the second quarter of 2014, payroll and unemployment reports continued to show improved labor market conditions. April 2014 nonfarm payrolls were well ahead of consensus at 288,000 versus an expected 218,000. Nonfarm payrolls came in at 217,000 in May 2014, close to consensus, and then beat consensus again for June 2014 with 288,000 versus an expected 215,000. Such numbers placed the three-month average of nonfarm payrolls at 272,000, as the previous months were adjusted up to 304,000 and 224,000, respectively, in June 2014. The headline unemployment rate declined, reaching 6.1% by the end of the second calendar

 

2


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

quarter. This was particularly positive, as the decline was not driven by falling participation but rather by a strong showing in the household survey.

While payrolls were mostly positive, Gross Domestic Product (“GDP”) for the first calendar quarter was revised down significantly in June 2014. This first quarter GDP revision — to –2.9% compared to –1.8% expected — was largely driven by weaker health care spending, exports and inventories. The weaker than expected health care spending — largely driven by how the U.S. Commerce Department has accounted for the Affordable Care Act — led the Goldman Sachs economics team to reduce its second quarter 2014 GDP tracking estimate from +4.0% to +3.5%.

The European Central Bank (“ECB”) cut its interest rates by 10 basis points in June 2014, resulting in a negative deposit rate. (A basis point is 1/100th of a percentage point.) The ECB also announced a set of unconventional measures, including targeted long-term refinancing operations (“TLTROs”) and the ending of Securities Market Program (“SMP”) sterilization. (TLTROs are a two-step plan, with a first phase linked to the outstanding amount of bank loans to the non-financial private sector and a second phase linked to the flow of net lending. The SMP was a bond-buying plan of the ECB’s designed to address tensions in certain market segments that hampered its monetary policy transmission mechanism. The latter refers to the process with which the ECB aims to influence prices in the entire euro area via its interest rates.) At the end of the Reporting Period, we expected continued accommodative policy from the ECB. Communications from Bank of England (“BoE”) Governor Mark Carney suggested the possibility of an earlier rate hike than markets had projected, explaining that raising rates earlier would allow for a more gradual increase. Following the statements, markets shifted to price the first rate hike around late 2014.

The Global Manufacturing Purchasing Managers’ Index (“PMI”) rose to a four-month high of 52.7 in June 2014 compared to 52.1 in May 2014, with the U.S. and the U.K. experiencing some of the largest manufacturing output growth. The PMI had signaled expanding global manufacturing activity for 19 consecutive months at the end of the Reporting Period.

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

The Fund’s yields remained low during the Reporting Period due primarily to the market factors discussed above. With the targeted federal funds rate near zero throughout the Reporting Period and with the Fed maintaining its forward guidance for continued low rates in conjunction with its tapering of its asset purchases, money market yields remained anchored near the same level with little difference between maturities. Further, the money market yield curve, or spectrum of maturities, was extremely flat during the Reporting Period. The Fund remained highly liquid throughout.

During the first quarter of 2014, the dominant secular themes of continued reserve creation and a scarcity of high quality assets were the key drivers of money market rates, as the front, or short-term, end of the yield curve was well bid, or actively invested. The Fund maintained a shorter weighted average maturity in anticipation of temporary increases in front-end rates, with the expectation to opportunistically extend in the near term. General collateral repurchase agreement (“repo”) rates and U.S. Treasury bill yields remained at very low levels throughout the quarter, pinned close to the level of the Fed’s repo facility.

The U.S. Treasury bill curve remained quite flat during the second quarter of 2014, offering very little value for extending maturities. The U.S. Treasury, agency and general collateral repo curves were pricing in little chance of a meaningful change in overnight rates nor offering much term premium. As a result, we kept the Fund’s weighted average maturity short. General collateral repo rates remained pinned near the level of the Fed facility for much of the quarter, only rising above the facility level toward the end of May 2014 and beginning of June 2014, causing usage of the Fed facility to decline during that time.

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

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

On December 31, 2013, the Fund’s weighted average maturity was 52 days. During the first quarter of 2014, we maintained the Fund’s weighted average maturity in a 45 to 55 day range. During the second quarter of 2014, we maintained the Fund’s weighted average maturity in a 35 to 50 day range. Throughout, we made adjustments in line with our outlook on interest rates, Fed policy and the shape of the yield curve over the near term. The Fund’s weighted average maturity on June 30, 2014 was 39 days. The weighted average maturity of a money market fund is a measure of its price sensitivity to changes in interest rates. Also known as

 

3


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

effective maturity, weighted average maturity measures the weighted average of the maturity date of bonds held by the Fund taking into consideration any available maturity shortening features.

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

The weighted average life of the Fund was 76 days as of June 30, 2014. The weighted average life of a money market fund is a measure of a money market fund’s price sensitivity to changes in liquidity and/or credit risk.

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

How was the Fund invested during the Reporting Period?

The Fund had investments in commercial paper, asset-backed commercial paper, U.S. Treasury securities, government agency securities, repurchase agreements, government guaranteed paper, variable rate demand notes, municipal debt and certificates of deposit during the Reporting Period. We focused on securities across the maturity spectrum, from overnight repurchase agreements to securities with one-year maturities. We preferred secured positions to unsecured positions.

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

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

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

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

We believe the end of the second quarter of 2014 marked the beginning of what is likely going to be a challenging environment going forward. The continued compliance of global financial institutions with capital and liquidity reforms may make it more formidable for liquidity investors on statement dates. We foresee that these pressures will only heighten going forward.

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

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

 

On July 23, 2014, the Securities and Exchange Commission (the “SEC”) adopted changes (the “amendments”) to certain rules under the Investment Company Act of 1940 (the “Investment Company Act”) that govern money market funds (“MMFs”). There will be a two-year compliance period for both the floating net asset value (“NAV”) reform and the liquidity fees and redemption gates reform (described below), while shorter compliance periods will apply to the other MMF reforms.

The amendments consist of two principal reforms to Rule 2a-7 under the Investment Company Act. First, institutional prime and institutional municipal MMFs will be required to float their NAVs and will no longer be allowed to maintain a stable $1 per share NAV. Retail MMFs and government MMFs are not subject to the floating NAV requirement. “Retail MMFs” are MMFs in which only natural persons may invest and “government MMFs” are MMFs that invest substantially all of their assets in cash, government securities and/or repurchase agreements that are collateralized solely by cash or government securities. Second, institutional prime, institutional municipal and retail MMFs have the ability — and in certain instances the obligation — to impose liquidity fees and gates on redemptions during times of market stress, subject to the discretion of the fund’s board of directors. The liquidity fee and redemption gates requirements do not apply to any government MMFs; however, a government MMF can voluntarily impose liquidity fees and redemption gates if the MMF’s prospectus discloses its ability to do so and the MMF complies with the fees and redemption gates requirements in the amendments.

The amendments also modify other requirements applicable to all MMFs, including increasing diversification requirements, enhancing stress testing requirements and imposing new disclosure and reporting requirements.

 

4


FUND BASICS

 

FUND COMPOSITION

Security Type

(Percentage of Net Assets)

 

 

LOGO

 

 

 

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

 

5


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Schedule of Investments

June 30, 2014 (Unaudited)

 

Principal

Amount

    Interest
Rate
    Maturity
Date
    Amortized
Cost
 
  Commercial Paper and Corporate Obligations – 18.5%   

 

Albion Capital LLC

  

$ 7,540,000        0.160     07/28/14      $ 7,539,095   

 

Aspen Funding Corp.

  

  5,000,000        0.240        07/30/14        4,999,034   

 

Chariot Funding LLC

  

  5,000,000        0.281        11/21/14        4,994,439   

 

Dexia Credit Local New York Branch

  

  5,000,000        0.285        09/18/14        4,996,873   

 

Electricite de France

  

  1,000,000        0.553        01/02/15        997,174   
  1,000,000        0.553        01/06/15        997,112   

 

Erste Abwicklungsanstalt

  

  5,000,000        0.625        11/20/14        5,006,266   

 

Gemini Securitization Corp. LLC

  

  5,000,000        0.220        07/15/14        4,999,572   

 

Hannover Funding Co. LLC

  

  5,000,000        0.170        07/09/14        4,999,811   

 

Jupiter Securitization Co. LLC

  

  5,000,000        0.301        07/17/14        4,999,333   
  3,000,000        0.281        11/05/14        2,997,037   

 

LMA Americas LLC

  

  5,000,000        0.160        07/15/14        4,999,689   

 

Regency Markets No. 1 LLC

  

  7,611,000        0.140        07/16/14        7,610,556   

 

 

 
 
 
TOTAL COMMERCIAL PAPER
AND CORPORATE OBLIGATIONS
 
  
  $ 60,135,991   

 

 

 
     
  Eurodollar Certificates of Deposit – 2.5%   

 

Credit Industriel et Commercial, New York

  

$ 3,000,000        0.305     08/01/14      $ 3,000,039   
  5,000,000        0.360        11/03/14        5,000,260   

 

 

 
 
 
TOTAL EURODOLLAR
CERTIFICATES OF DEPOSIT
 
  
  $ 8,000,299   

 

 

 
     
  Fixed Rate Municipal Debt Obligations – 5.2%   

 
 

Dekalb County, Georgia Development Authority for Emory
University Project

  
  

$ 1,000,000        0.180     07/15/14      $ 999,973   

 

JEA, Florida Water & Sewer System RB Series 2013-B

  

  1,400,000        0.450        10/01/14        1,400,519   

 

New York City, New York GO Series 2008 Subseries D2

  

  1,900,000        5.070        12/01/14        1,938,048   

 

New York City, New York GO Series 2011 Subseries I-3

  

  2,430,000        2.070        08/01/14        2,433,497   

 

Rutgers State University of New Jersey

  

  3,000,000        0.160        08/07/14        3,000,000   

 

State of California GO Various Purpose Series 2009-3

  

  3,760,000        5.450        04/01/15        3,900,018   

 

State of Illinois RB for Build Illinois Taxable Series 2012

  

  1,775,000        1.064        06/15/15        1,785,694   

 

 

 
  Fixed Rate Municipal Debt Obligations – (continued)   

 

University of North Texas

  

$ 1,372,000        0.250     07/07/14      $ 1,372,000   

 

 

 
 
 
TOTAL FIXED RATE MUNICIPAL
DEBT OBLIGATIONS
 
  
  $ 16,829,749   

 

 

 
     
  U.S. Government Agency Obligations – 1.8%   

 

Federal Home Loan Bank

  

$ 1,000,000        0.125     07/01/14      $ 1,000,000   
  3,000,000        0.190        07/11/14        2,999,985   

 

Overseas Private Investment Corp. (USA)

  

  2,000,000        0.110 (a)      07/07/14        2,000,000   

 

 

 
 
 
TOTAL U.S. GOVERNMENT
AGENCY OBLIGATIONS
 
  
  $ 5,999,985   

 

 

 
     
  Variable Rate Municipal Debt Obligations(a) – 21.3%   

 
 
 

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

  
  
  

$ 865,000        0.130     07/07/14      $ 865,000   

 
 
 

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

  
 
  

  700,000        0.130        07/07/14        700,000   

 
 
 

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

  
  
  

  140,000        0.130        07/07/14        140,000   

 
 
 

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

  
  
  

  100,000        0.130        07/07/14        100,000   

 
 

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

  
  

  1,000,000        0.100 (b)      07/01/14        1,000,000   

 
 

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

  
  

  950,000        0.100 (b)      07/01/14        950,000   

 
 

Board of Regents of The University of Texas System VRDN RB
for Permanent University Fund Series 2008-A

  
  

  3,000,000        0.020        07/07/14        2,999,940   

 
 
 

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

  
 
  

  775,000        0.150        07/07/14        775,000   

 
 
 

Connecticut Housing Finance Authority VRDN RB for Housing
Mortgage Finance Program Series 2005 D-4 RMKT
(GO of Authority) (Bank of Tokyo-Mitsubishi UFJ, SPA)

  
 
  

  1,600,000        0.060        07/07/14        1,600,000   

 
 

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

  
  

  4,800,000        0.110        07/07/14        4,800,000   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

 

 

Principal

Amount

    Interest
Rate
    Maturity
Date
    Amortized
Cost
 
  Variable Rate Municipal Debt Obligations(a) – (continued)   

 
 

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

  
  

$ 690,000        0.130     07/07/14      $ 690,000   

 
 
 

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

  
 
  

  10,250,000        0.400 (b)      07/07/14        10,250,000   

 
 

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

  
  

  6,204,000        0.110        07/07/14        6,204,000   

 
 

New York City, New York GO VRDN Series 2007 Subseries D-4
(Credit Agricole Corporate and Investment Bank, SPA)

  
  

  250,000        0.080        07/07/14        250,000   

 
 

New York State Housing Finance Agency VRDN RB for
100 Maiden Lane Series 2004-B RMKT (FNMA, LIQ)

  
  

  1,000,000        0.190        07/07/14        1,000,000   

 
 

New York State Housing Finance Agency VRDN RB for
West 20th Street Series 2000-B RMKT (FNMA, LIQ)

  
  

  300,000        0.110        07/07/14        300,000   

 
 

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

 
  

  1,500,000        0.180 (b)      07/07/14        1,500,000   

 
 

Nuveen Municipal Opportunity Fund, Inc. VRDN Tax-Exempt
Preferred Series 2010 (Citibank N.A., LIQ)

  
  

  1,000,000        0.150 (b)      07/07/14        1,000,000   

 
 
 

Nuveen Premier Municipal Income Fund, Inc. VRDN Tax-
Exempt Preferred Series 2011-1-1277
(Barclays Bank PLC, LIQ)

 
 
  

  1,000,000        0.150 (b)      07/07/14        1,000,000   

 
 
 

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

 
 
  

  10,200,000        0.140 (b)      07/01/14        10,200,000   

 
 
 

Port Authority of New York & New Jersey VRDN RB SPEARS
Series 2013-DB-1201 (GO of Authority)
(Deutsche Bank A.G., LIQ)

  
 
  

  1,000,000        0.110 (b)      07/07/14        1,000,000   

 
 
 

Port of Corpus Christi Authority of Nueces County, Texas VRDN
RB for Flint Hills Resources LP Project Series 2007
(GTY-AGMT-Flint Hills Resources LLC)

  
 
  

  2,000,000        0.080        07/07/14        2,000,000   

 
 
 

Puttable Floating Option VRDN RB P-Floats
Series 2013-TNP-1005 (Multi-State) (Bank of America
N.A., LIQ)

 
 
  

  3,460,000        0.450 (b)      07/01/14        3,460,000   

 
 
 

Puttable Floating Option VRDN RB P-Floats
Series 2013-TNP-1006 (Multi-State) (Bank of America
N.A., LIQ)

 
 
  

  10,135,000        0.450 (b)      07/01/14        10,135,000   

 
 

Regional Transportation Authority, Illinois VRDN RB Putters
Series 2014-T0021 (JPMorgan Chase & Co., LIQ)

  
  

  2,000,000        0.090 (b)      07/01/14        2,000,000   

 
 

State of North Carolina VRDN RB Putters Series 2014-4454
(JPMorgan Securities LLC, LIQ)

  
  

  1,955,000        0.040 (b)      07/01/14        1,955,000   

 

 

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

 
 
 

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

  
 
  

$ 600,000        0.150     07/01/14      $ 600,000   

 
 

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

  
  

  1,000,000        0.100        07/01/14        1,000,000   

 
 

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

  
  

  1,000,000        0.100        07/01/14        1,000,000   

 

 

 
 
 
TOTAL VARIABLE RATE
MUNICIPAL DEBT OBLIGATIONS
  
  
  $ 69,473,940   

 

 

 
     
  Variable Rate Obligations(a) – 17.9%   

 

Australia & New Zealand Banking Group Ltd.

  

$ 5,000,000        0.346 %(b)      07/17/15      $ 5,000,000   

 

Bank of Nova Scotia (The)

  

  5,000,000        0.317        07/24/15        5,000,000   

 

Commonwealth Bank of Australia

  

  3,000,000        0.235 (b)      01/02/15        3,000,000   

 

Cooperatieve Centrale Raiffeisen-Boerenleenbank BA

  

  5,000,000        0.270        09/15/14        5,000,000   

 

Credit Suisse Securities (USA) LLC

  

  5,000,000        0.244        10/24/14        5,000,000   

 

Deutsche Bank AG/New York, NY

  

  5,000,000        0.281        08/06/14        5,000,000   

 

JPMorgan Chase Bank N.A.

  

  8,000,000        0.351        07/07/15        8,000,000   

 

Kells Funding LLC

  

  5,000,000        0.237 (b)      05/15/15        5,000,000   

 
 

Providence Health & Services Obligated Group
(U.S. Bank N.A., SBPA)

 
  

  800,000        0.120        07/07/14        800,000   

 

Svenska Handelsbanken AB

  

  5,000,000        0.360        07/02/15        5,000,000   

 

Versailles Commercial Paper LLC

  

  5,000,000        0.209 (b)      07/29/14        5,000,000   

 

Wells Fargo Bank N.A.

  

  2,500,000        0.321        07/20/15        2,500,000   

 

Westpac Banking Corp.

  

  4,000,000        0.397 (b)      07/01/15        4,000,000   

 

 

 
 
 
TOTAL VARIABLE RATE
OBLIGATIONS
  
  
  $ 58,300,000   

 

 

 
     
  Yankee Certificates of Deposit – 11.7%   

 

Bank of Nova Scotia (The)

  

$ 5,000,000        0.240     07/25/14      $ 5,000,000   

 

Cooperatieve Centrale Raiffeisen-Boerenleenbank BA

  

  3,000,000        0.350        01/09/15        3,000,000   

 

Mitsubishi UFJ Trust & Banking Corp.

  

  5,000,000        0.230        07/15/14        5,000,000   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Schedule of Investments (continued)

June 30, 2014 (Unaudited)

 

Principal

Amount

    Interest
Rate
    Maturity
Date
    Amortized
Cost
 
  Yankee Certificates of Deposit – (continued)   

 

Oversea-Chinese Banking Corp. Ltd.

  

$ 5,000,000        0.250     11/18/14      $ 5,000,000   

 

Sumitomo Mitsui Banking Corp./New York

  

  5,000,000        0.230        07/07/14        5,000,000   
  10,000,000        0.220        10/24/14        10,000,000   
  5,000,000        0.230        11/07/14        5,000,000   

 

 

 
 
 
TOTAL YANKEE CERTIFICATES
OF DEPOSIT
 
  
  $ 38,000,000   

 

 

 
 
 
TOTAL INVESTMENTS BEFORE
REPURCHASE AGREEMENTS
  
  
  $ 256,739,964   

 

 

 
     
  Repurchase Agreements(c) – 20.9%   

 

ABN Amro Funding (USA) LLC

  

$ 1,000,000        0.260 %(a)      07/01/14      $ 1,000,000   

 

Maturity Value: $1,000,051

  

 

Settlement Date: 06/24/14

  

 
 
 

Collateralized by various equity securities. The aggregate market
value of the collateral, including accrued interest, was
$1,080,025.

  
  
  

 

 

 

 

BNP Paribas Securities Corp.

  

  3,000,000        0.180        07/01/14        3,000,000   

 

Maturity Value: $3,000,015

  

 
 
 
 

Collateralized by various corporate security issuers, 1.250% to
6.000%, due 03/31/16 to 06/01/42, various equity securities and
Exchange-Traded Funds. The aggregate market value of the
collateral, including accrued interest, was $3,279,198.

  
  
  
  

  2,000,000        0.430        07/01/14        2,000,000   

 

Maturity Value: $2,000,024

  

 
 
 
 
 
 

Collateralized by various asset backed obligations, 0.000% to
4.980%, due 07/17/24 to 06/25/47, various corporate security
issuers, 5.125% to 8.750%, due 11/15/18 to 01/15/28 and
various mortgage-backed obligations, 0.332% to 3.063%, due
04/25/35 to 06/25/37. The aggregate market value of the
collateral, including accrued interest, was $2,467,665.

  
  
  
  
  
  

  5,000,000        0.440 (a)      07/01/14        5,000,000   

 

Maturity Value: $5,000,428

  

 

Settlement Date: 06/24/14

  

 
 
 

Collateralized by various corporate security issuers, 1.000% to
5.000%, due 08/01/14 to 09/30/43. The aggregate market value
of the collateral, including accrued interest, was $5,499,999.

  
  
  

 

 

 

 

ING Financial Markets LLC

  

  5,000,000        0.130        07/01/14        5,000,000   

 

Maturity Value: $5,000,018

  

 
 
 

Collateralized by various corporate security issuers, 1.550% to
4.375%, due 05/22/18 to 05/15/44. The aggregate market value
of the collateral, including accrued interest, was $5,253,949.

  
  
  

 

 

 
  Repurchase Agreements(c) – (continued)   

 

Joint Repurchase Agreement Account III

  

$ 52,000,000        0.092     07/01/14      $ 52,000,000   

 

Maturity Value: $52,000,132

  

 

 

 
  TOTAL REPURCHASE AGREEMENTS      $ 68,000,000   

 

 

 
  TOTAL INVESTMENTS – 99.8%      $ 324,739,964   

 

 

 

 
 

OTHER ASSETS IN EXCESS OF
LIABILITIES – 0.2%

  
  

    563,409   

 

 

 
  NET ASSETS – 100.0%      $ 325,303,373   

 

 

 

 

The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
(a)   Variable or floating rate security. Interest rate disclosed is that which is in effect at June 30, 2014.
(b)   Security not registered under the Securities Act of 1933, as amended. Such securities have been determined to be liquid by the Investment Adviser. At June 30, 2014, these securities amounted to $66,450,000 or approximately 20.4% of net assets.
(c)   Unless noted, all repurchase agreements were entered into on June 30, 2014. Additional information on Joint Repurchase Agreement Account III appears on page 9.

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

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

 

Investment Abbreviations:
FGIC   — Insured by Financial Guaranty Insurance Co.
FNMA   — Insured by Federal National Mortgage Association
GO   — General Obligation
LIQ   — Liquidity Agreement
LOC   — Letter of Credit
MF Hsg   — Multi-Family Housing
NATL-RE   — National Reinsurance Corp.
RB   — Revenue Bond
RMKT   — Remarketed
SBPA   — Standby Bond Purchase Agreement
SPA   — Standby Purchase Agreement
SPEARS   — Short Puttable Exempt Adjustable Receipts
VRDN   — Variable Rate Demand Notes

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

 

 

ADDITIONAL INVESTMENT INFORMATION

JOINT REPURCHASE AGREEMENT ACCOUNT III — At June 30, 2014, the Fund had undivided interests in the Joint Repurchase Agreement Account III, with a maturity date of July 1, 2014, as follows:

 

Principal Amount      Maturity Value      Collateral Value
    $52,000,000           $ 52,000,132          $ 53,187,577  

REPURCHASE AGREEMENTS — At June 30, 2014, the Principal Amounts of the Fund’s interest in the Joint Repurchase Agreement Account III were as follows:

 

Counterparty     

Interest

Rate

      

Principal

Amount

 

ABN Amro Bank N.V.

       0.100      $ 10,769,231   

BNP Paribas Securities Corp.

       0.090           33,538,461   

Credit Agricole Corporate and Investment Bank

       0.090           7,692,308   
TOTAL                 $ 52,000,000   

At June 30, 2014, the Joint Repurchase Agreement Account III was fully collateralized by:

 

Issuer     

Interest

Rates

      

Maturity

Dates

 
Federal Home Loan Bank        0.125        03/20/15   
Federal Home Loan Mortgage Corp.        3.000 to 4.500           03/01/26 to 03/01/43   
Federal National Mortgage Association        2.500 to 6.000           10/15/15 to 04/01/44   
Government National Mortgage Association        3.000 to 5.000           06/15/39 to 08/20/43   
U.S. Treasury Bills        0.000           07/31/14 to 06/25/15   
U.S. Treasury Notes        0.250 to 2.125           07/31/15 to 06/30/21   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Statement of Assets and Liabilities

June 30, 2014 (Unaudited)

 

  
Assets:       

Investments based on amortized cost

   $ 256,739,964   

Repurchase agreements based on amortized cost

     68,000,000   

Cash

     40,695   

Receivables:

  

Fund shares sold

     807,829   

Interest

     163,586   

Reimbursement from investment adviser

     113,826   

Other assets

     16,442   
Total assets      325,882,342   
  
  
Liabilities:       

Payables:

  

Fund shares redeemed

     458,428   

Amounts owed to affiliates

     58,026   

Accrued expenses

     62,515   
Total liabilities      578,969   
  
  
Net Assets:       

Paid-in capital

     325,303,373   
NET ASSETS    $ 325,303,373   

Net asset value, offering and redemption price per share

   $ 1.00   

Net Assets:

  

Institutional Shares

   $ 25,009   

Service Shares

     325,278,364   

Total Net Assets

   $ 325,303,373   

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

  

Institutional Shares

     25,009   

Service Shares

     325,278,345   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Statement of Operations

For the Six Months Ended June 30, 2014 (Unaudited)

 

  
Investment income:       

Interest

   $ 383,272   
  
  
Expenses:       

Distribution and Service fees — Service Shares

     396,191   

Management fees

     324,902   

Professional fees

     65,693   

Transfer Agent fees(a)

     31,698   

Printing and mailing costs

     22,272   

Custody, accounting and administrative services

     15,131   

Trustee fees

     11,306   

Other

     23,815   
Total expenses      891,008   

Less — expense reductions

     (508,798
Net expenses      382,210   
NET INVESTMENT INCOME      1,062   
NET REALIZED GAIN FROM INVESTMENT TRANSACTIONS      8,354   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $ 9,416   

(a) Institutional and Service Shares had Transfer Agent fees of $2 and $31,696, respectively.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Statements of Changes in Net Assets

 

     For the
Six Months Ended
June 30, 2014
(Unaudited)
     For the
Fiscal Year Ended
December 31, 2013
 
     
From operations:              

Net investment income

   $ 1,062       $ 10,884   

Net realized gain from investment transactions

     8,354         10,065   
Net increase in net assets resulting from operations      9,416         20,949   
     
     
Distributions to shareholders:              

From net investment income:

     

Institutional Shares(a)

     (2      (2

Service Shares

     (1,060      (10,882

From net realized gains:

     

Institutional Shares(a)

     (1        

Service Shares

     (8,606      (9,812
Total distributions to shareholders      (9,669      (20,696
     
     
From share transactions (at net assets value of $1.00 per share):              

Proceeds from sales of shares

     78,091,395         123,203,209   

Reinvestment of distributions

     9,669         20,696   

Cost of shares redeemed

     (69,226,686      (164,340,353
Net increase (decrease) in net assets resulting from share transactions      8,874,378         (41,116,448
TOTAL INCREASE (DECREASE)      8,874,125         (41,116,195
     
     
Net assets:              

Beginning of period

     316,429,248         357,545,443   
End of period    $   325,303,373       $ 316,429,248   

(a) Commenced operations on October 16, 2013.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

Year - Share Class   Net asset
value,
beginning
of period
    Net
investment
income(a)
    Distributions
from net
investment
income(b)
    Net asset
value, end
of period
    Total
return(c)
    Net assets,
end of
period
(in 000's)
    Ratio of
net expenses
to average
net assets
    Ratio of
total expenses
to average
net assets
    Ratio of
net investment
income
to average
net assets
 

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2014 - Institutional

  $ 1.00      $ (d)    $ (d)    $ 1.00        0.01   $ 25        0.23 %(e)      0.31 %(e)      0.03 %(e) 

2014 - Service

    1.00        (d)      (d)      1.00        (f)      325,278        0.24 (e)      0.56 (e)      0.01 (e) 
                 

FOR THE FISCAL YEAR ENDED DECEMBER 31,

 

2013 - Institutional(g)

    1.00        (d)      (d)      1.00        0.01        25        0.24 (e)      0.36 (e)      0.04 %(e) 

2013 - Service

    1.00        (d)      (d)      1.00        0.01        316,404        0.28        0.55        (h) 
                 

FOR THE FISCAL YEARS ENDED DECEMBER 31,

 

2012 - Service

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

2011 - Service

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

2010 - Service

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

2009 - Service

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

 

(a) Calculated based on the average shares outstanding methodology.
(b) Distributions may not coincide with the current year net investment income or net realized gains as distributions may be paid from current or prior year earnings.
(c) Assumes reinvestment of all distributions.
(d) Amount is less than $0.0005 per share.
(e) Annualized.
(f) Amount is less than 0.005%.
(g) Commenced operations on October 16, 2013.
(h) Amount is less than 0.005% of average net assets.
(i) Net investment income and distributions from net investment income contain $0.0002 of net realized capital gains and distributions from net realized gains.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Notes to Financial Statements

June 30, 2014 (Unaudited)

 

1.    ORGANIZATION

 

Goldman Sachs Variable Insurance Trust (the “Trust” or “VIT”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust includes the Goldman Sachs Money Market Fund (the “Fund”). The Fund is a diversified portfolio under the Act offering two classes of shares — Institutional and Service Shares. Shares of the Trust are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies.

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

2.    SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

 

14


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

 

 

2.    SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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

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

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

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

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

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

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS

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

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

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

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

The Trustees have adopted Amortized Cost Rule 2a-7 Procedures (“Procedures”) that govern the valuation of the portfolio investments held by the Fund. The Trustees have delegated to GSAM day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation (including both amortized cost and market-based methods of valuation) of the Fund’s portfolio investments. To assess the continuing appropriateness of pricing sources and methodologies related to the

 

15


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

market-based method of valuation, GSAM regularly performs price verification procedures and issues challenges as necessary to third party pricing vendors or brokers, and any differences are reviewed in accordance with the Procedures.

As of June 30, 2014, all investments are classified as Level 2. Please refer to the Schedule of Investments for further detail.

4.    AGREEMENTS AND AFFILIATED TRANSACTIONS

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

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

B.  Distribution and Service Plan — The Trust, on behalf of the Service Shares of the Fund, has adopted a Distribution and Service Plan (the “Plan”). Under the Plan, Goldman Sachs, which serves as distributor, is entitled to a fee, accrued daily and paid monthly for distribution services and personal and account maintenance services, which may then be paid by Goldman Sachs to authorized dealers. This fee is equal to an annual percentage rate of the Service Shares’ average daily net assets attributable to Service Shares.

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

D.  Other Expense Agreements — GSAM has agreed to limit certain “Other Expense” of the Fund (excluding transfer agent fees and expenses, taxes, interest, brokerage fees, shareholder meetings, litigation, indemnification and extraordinary expenses) to the extent that such expenses exceed, on an annual basis, 0.004% of the average daily net assets of the Fund. Such Other Expense reimbursements, if any, are accrued daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any. This Other Expense limitation will remain in place through at least October 16, 2014, and prior to such date GSAM may not terminate the arrangement without the approval of the Trustees. The Fund bears its respective share of costs related to proxy and shareholder meetings, and GSAM has agreed to reimburse the Fund to the extent such expenses exceed a specified percentage of the Fund’s net assets. For the six months ended June 30, 2014, GSAM reimbursed $118,154 to the Fund. In addition, the Fund has entered into certain offset arrangements with the custodian and the transfer agent, which resulted in a reduction of $58 of the Fund’s expenses and are received irrespective of the application of the “Other Expense” limitation described above.

E.  Contractual and Net Fund Expenses — During the six months ended June 30, 2014, Goldman Sachs, as distributor and transfer agent, voluntarily agreed to waive a portion of distribution and service plan fees and the transfer agent fees attributable to the Fund. These waivers may be modified or terminated at any time at the option of Goldman Sachs. The following table outlines such fees (net of waivers) and Other Expenses (net of reimbursements and custodian and transfer agent fee credit reductions) in order to determine the Fund’s net annualized expenses for the fiscal period. The Fund is not obligated to reimburse Goldman Sachs for prior fiscal year fee waivers, if any.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

 

 

4.    AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

 

    Institutional Shares     Service Shares  
Fee/Expense Type   Contractual rate,
if any
    Ratio of net expenses to
average net assets
for the six months ended
June 30, 2014*
    Contractual rate,
if any
    Ratio of net expenses to
average net assets
for the six months ended
June 30, 2014
*
 
Management Fee     0.21 %(a)      0.21     0.21 %(a)      0.21
Distribution and Service Fees     N/A        N/A        0.25        0.01   
Transfer Agency Fees     0.02        0.02        0.02        0.02   
Other Expenses            (b)             (b) 
Net Expenses             0.23             0.24

 

* Annualized
(a) Unrounded contractual rate is 0.205%.
(b) Amount is less than 0.005% of average net assets.
N/A — Fees not applicable to respective share class.

For the six months ended June 30, 2014, Goldman Sachs waived $103, $383,027 and $7,456 in management, distribution and service fees, and transfer agent fees, respectively.

As of June 30, 2014, the amounts owed to affiliates of the Fund were $53,489, $426, and $4,111 for management, distribution and service fees, and transfer agent fees, respectively.

F.  Other Transactions with Affiliates — As of June 30, 2014, the Goldman Sachs Group, Inc. was the beneficial owner of approximately 100% of the Institutional Class Shares of the Fund.

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

5.    OTHER RISKS

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

Large Shareholder Redemptions Risk — The Fund may experience adverse effects when certain large shareholders, such as other funds, participating insurance companies, accounts and Goldman Sachs affiliates, purchase or redeem large amounts of shares of the Fund. Such large shareholder redemptions may cause the Fund to sell portfolio securities at times when it would not otherwise do so, which may negatively impact the Fund’s NAV and liquidity. Similarly, large Fund share purchases may adversely affect the Fund’s performance to the extent that the Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would. These transactions may also increase transaction costs. In addition, a large redemption could result in the Fund’s current expenses being allocated over a smaller asset base, leading to an increase in the Fund’s expense ratio.

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

 

17


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

5.    OTHER RISKS (continued)

 

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

6.    INDEMNIFICATIONS

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

7.    SUBSEQUENT EVENTS

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

 

18


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

 

 

8.    SUMMARY OF SHARE TRANSACTIONS

 

Share activity is as follows:

 

      For the Six Months Ended
June 30, 2014
(Unaudited)
    For the Fiscal Year Ended
December 31, 2013
 
Institutional Shares(a)     
Shares sold             25,004   
Reinvestment of distributions      3        2   
Shares redeemed               
       3        25,006   
Service Shares     
Shares sold      78,091,395        123,178,205   
Reinvestment of distributions      9,666        20,694   
Shares redeemed      (69,226,686     (164,340,353
       8,874,375        (41,141,454
NET INCREASE (DECREASE) IN SHARES      8,874,378        (41,116,448

 

(a) Commenced operations on October 16, 2013.

 

19


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

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

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

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

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

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

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

 

Share Class   Beginning
Account Value
1/1/14
    Ending
Account Value
6/30/14
    Expenses Paid
for the
6 months
ended
6/30/14
*
 
Institutional Shares        
Actual   $ 1,000.00      $ 1,000.11      $ 1.14   
Hypothetical 5% return     1,000.00        1,023.65     1.15   
Service Shares        
Actual     1,000.00        1,000.03        1.19   
Hypothetical 5% return     1,000.00        1,023.60     1.20   

 

  * Expenses are calculated using the Fund’s annualized net expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2014. Expenses are calculated by multiplying the annualized net expense ratio by the average account value for the period; then multiplying the result by the number of days in the most recent fiscal half year (or, since inception, if shorter); and then dividing that result by the number of days in the period. The annualized net expense ratios for the period were 0.23% and 0.24% for the Institutional Shares and Service Shares, respectively.  

 

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

 

20


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

 

Background

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

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

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

  (a)   the nature and quality of the advisory, administrative and other services provided to the Fund by the Investment Adviser and its affiliates, including information about:
  (i)   the structure, staff and capabilities of the Investment Adviser and its portfolio management teams;
  (ii)   the groups within the Investment Adviser and its affiliates that support the portfolio management teams or provide other types of necessary services, including fund services groups (e.g., accounting and financial reporting, tax, shareholder services and operations), controls and risk management groups (e.g., legal, compliance, valuation oversight, credit risk management, internal audit, compliance testing, market risk analysis, finance and strategy and central funding), sales and distribution support groups and others (e.g., information technology and training);
  (iii)   trends in headcount;
  (iv)   the Investment Adviser’s financial resources and ability to hire and retain talented personnel and strengthen its operations; and
  (v)   the parent company’s support of the Investment Adviser and its mutual fund business, as expressed by the firm’s senior management;
  (b)   information on the investment performance of the Fund, including comparisons to the performance of a group of similar mutual funds, as provided by a third party mutual fund data provider engaged as part of the contract review process (the “Outside Data Provider”), and general investment outlooks in the markets in which the Fund invests;
  (c)   the terms of the Management Agreement and agreements with affiliated service providers entered into by the Trust on behalf of the Fund;
  (d)   expense information for the Fund, including:
  (i)   the relative management fee and expense level of the Fund as compared to those of comparable funds managed by other advisers, as provided by the Outside Data Provider;
  (ii)   the Fund’s expense trends over time; and
  (iii)   to the extent the Investment Adviser manages institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, comparative information on the advisory fees charged and services provided to those accounts by the Investment Adviser;
  (e)   with respect to the extensive investment performance and expense comparison data provided by the Outside Data Provider, its processes in producing that data for the Fund;
  (f)   the undertakings of the Investment Adviser and Goldman, Sachs & Co. (“Goldman Sachs”), the Fund’s affiliated distributor, to waive certain fees in order to maintain a positive yield for the Fund and to limit certain expenses of the Fund that exceed a specified level, and a summary of contractual fee reductions made by the Investment Adviser and its affiliates over the past several years with respect to the Fund;
  (g)   information relating to the profitability of the Management Agreement and the transfer agency and distribution and service arrangements of the Fund and the Trust as a whole to the Investment Adviser and its affiliates;
  (h)   whether the Fund’s existing management fee schedule adequately addressed any economies of scale;
  (i)   a summary of the “fall-out” benefits derived by the Investment Adviser and its affiliates from their relationships with the Fund, including the fees received by the Investment Adviser’s affiliates from the Fund for transfer agency, distribution and other services;

 

21


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

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

 

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

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

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

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

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

Investment Performance

The Trustees also considered the investment performance of the Fund. In this regard, they compared the investment performance of the Fund to its peers using rankings compiled by the Outside Data Provider as of December 31, 2013. The information on the Fund’s investment performance was provided for the one-, three- and five-year periods ending on December 31, 2013.

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

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

 

22


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

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

 

Costs of Services Provided and Competitive Information

The Trustees considered the contractual terms of the Management Agreement and the fee rates payable by the Fund thereunder. In this regard, the Trustees considered information on the services rendered by the Investment Adviser to the Fund, which included both advisory and administrative services that were directed to the needs and operations of the Fund as a registered mutual fund.

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

In addition, the Trustees considered the Investment Adviser’s undertaking to limit certain expenses of the Fund that exceed a specified level. They noted that the Investment Adviser and Goldman Sachs had waived fees and reimbursed expenses for the Fund in order to maintain a positive yield. They also considered, to the extent that the Investment Adviser manages institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, comparative fee information for services provided by the Investment Adviser to those accounts, and information that indicated that services provided to the Fund differed in various significant respects from the services provided to institutional accounts, which generally operated under less stringent legal and regulatory structures, required fewer services from the Investment Adviser to a smaller number of client contact points, were less time-intensive and paid lower fees.

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

Profitability

The Trustees reviewed the Investment Adviser’s revenues and pre-tax profit margins with respect to the Trust and the Fund. In this regard the Trustees noted that they had received, among other things, profitability analyses and summaries, revenue and expense schedules by Fund and by function (i.e., investment management, transfer agency and distribution and service) and information on the Investment Adviser’s expense allocation methodology. They observed that the profitability and expense figures are substantially similar to those used by the Investment Adviser for many internal purposes, including compensation decisions among various business groups, and are thus subject to a vigorous internal debate about how certain revenue and expenses should be allocated. The Trustees also noted that the internal audit group within the Goldman Sachs organization had audited the expense allocation methodology and was satisfied with the reasonableness, consistency, and accuracy of the Investment Adviser’s expense allocation methodology and profitability analysis calculations. Profitability data for the Trust and the Fund were provided for 2013 and 2012, and the Trustees considered this information in relation to the Investment Adviser’s overall profitability. The Trustees considered the Investment Adviser’s revenues and pre-tax profit margins both in absolute terms and in comparison to information on the reported pre-tax profit margins earned by certain other asset management firms.

Economies of Scale

The Trustees considered the information that had been provided regarding the Investment Adviser’s profitability. The Trustees noted that the Fund does not have management fee breakpoints. They considered the asset levels in the Fund; the Fund’s recent purchase and redemption activity; the information provided by the Investment Adviser relating to the costs of the services provided by the Investment Adviser and its affiliates and their realized profits; information comparing the contractual fee rates charged by the Investment Adviser with fee rates charged to other money market funds in the peer group; the Investment Adviser’s undertaking to limit certain expenses of the Fund that exceed a specified level; and the willingness of Goldman Sachs to waive certain fees on a temporary basis in order to maintain a positive Fund yield. They considered a report prepared by the Outside Data Provider, which surveyed money market funds’ management fee arrangements and use of breakpoints. The Trustees also considered the competitive nature of the money market fund business and the competitiveness of the fees charged to the Fund by the Investment Adviser. They also observed that the Investment Adviser’s (and its affiliates’) level of profitability had been reduced as a result of fee waivers and expense limitations.

 

23


GOLDMAN SACHS VARIABLE INSURANCE TRUST MONEY MARKET FUND

 

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

 

Other Benefits to the Investment Adviser and Its Affiliates

The Trustees also considered the other benefits derived by the Investment Adviser and its affiliates from their relationships with the Fund as stated above, including: (a) transfer agency fees received by Goldman Sachs; (b) trading efficiencies resulting from aggregation of orders of the Fund with those for other funds or accounts managed by the Investment Adviser; (c) the Investment Adviser’s ability to leverage the infrastructure designed to service the Fund on behalf of its other clients; (d) the Investment Adviser’s ability to cross-market other products and services to Fund shareholders; (e) Goldman Sachs’ retention of certain fees as Fund Distributor; (f) Goldman Sachs’ ability to engage in principal transactions with the Fund under the SEC exemptive orders permitting such trades; (g) the Investment Adviser’s ability to negotiate better pricing with custodians on behalf of its other clients, as a result of the relationship with the Fund; and (h) the possibility that the working relationship between the Investment Adviser and the Fund’s third party service providers may cause those service providers to be more likely to do business with other areas of Goldman Sachs. In the course of considering the foregoing, the Independent Trustees requested and received further information quantifying certain of these fall-out benefits.

Other Benefits to the Fund and Its Shareholders

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

Conclusion

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

 

24


TRUSTEES   OFFICERS
Ashok N. Bakhru, Chairman   James A. McNamara, President

John P. Coblentz, Jr.

Diana M. Daniels

 

Scott M. McHugh, Principal Financial Officer and Treasurer

Joseph P. LoRusso   Caroline L. Kraus, Secretary
Herbert J. Markley  
James A. McNamara  
Jessica Palmer  
Alan A. Shuch  
Richard P. Strubel  
Roy W. Templin  

GOLDMAN, SACHS & CO.

Distributor and Transfer Agent

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Investment Adviser

200 West Street, New York

New York 10282

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

The reports concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, such as performance of the economy as a whole and of specific industry sectors, changes in the levels of interest rates, the impact of developing world events, and other factors that may influence the future performance of the Fund. Management believes these forward-looking statements to be reasonable, although they are inherently uncertain and difficult to predict. Actual events may cause adjustments in portfolio management strategies from those currently expected to be employed.

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-621-2550; and (ii) on the Securities and Exchange Commission (“SEC”) Web site at http://www.sec.gov.

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

The web site links provided are for your convenience only and are not an endorsement or recommendation by GSAM of any of these web sites or the products or services offered. GSAM is not responsible for the accuracy and validity of the content of these web sites.

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

References to indices, benchmarks or other measures of relative market performance over a specified period of time are provided for your information only and do not imply that the portfolio will achieve similar results. The index composition may not reflect the manner in which a portfolio is constructed. While an adviser seeks to design a portfolio which reflects appropriate risk and return features, portfolio characteristics may deviate from those of the benchmark.

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

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

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

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

© 2014 Goldman Sachs. All rights reserved.

VITMMSAR-14/136543.MF.MED.TMPL/8/2014


Goldman

Sachs Variable Insurance Trust

Goldman Sachs

Multi-Strategy

Alternatives Portfolio

Semi-Annual Report

June 30, 2014

 

LOGO


GOLDMAN SACHS VARIABLE INSURANCE TRUST MULTI-STRATEGY ALTERNATIVES PORTFOLIO

 

Principal Investment Strategies and Risks

 

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

The Multi-Strategy Alternatives Portfolio invests primarily in affiliated variable insurance funds and mutual funds (“underlying funds”) that provide exposure to liquid alternatives strategies and real assets. The Portfolio may also invest directly in other securities, including exchange-traded funds (“ETFs”). The Portfolio is intended for investors seeking long-term growth of capital. Through its investments in the underlying funds and ETFs, the Portfolio indirectly invest in equity securities, fixed income and/or floating rate securities, mortgage-backed and asset-backed securities, currencies, and restricted securities. In addition, the Portfolio and certain underlying funds may invest in derivatives including futures contracts, swaps, options, forward contracts and other instruments.

The Portfolio is subject to the risk factors of the underlying funds in direct proportion to its investments in those underlying funds, and the ability of the Portfolio to meet its investment objective is directly related to the ability of the underlying funds to meet their investment objectives, as well as the allocation among those underlying funds by the Investment Adviser. An underlying fund is subject to the risks associated with its investments, including (as applicable) those associated with equity (including master limited partnerships, real estate investment trusts and mid- and small-cap securities), fixed income (including non-investment grade securities, loans, mortgage-backed and asset-backed securities), foreign and emerging countries, commodity and derivative investments generally. From time to time, the underlying funds in which the Portfolio invests, and the size of the investments in the underlying funds, is expected to change. Because the Portfolio is subject to the underlying fund expenses as well as its own expenses, the cost of investing in the Portfolio may be higher than investing in a mutual fund that only invests directly in stocks and bonds.

The investment program of the Portfolio is speculative, entails substantial risks and includes investment in underlying funds that utilize alternative investment techniques not employed by traditional mutual funds. The Portfolio should not be relied upon as a complete investment program. The Portfolio’s investment techniques (if they do not perform as designed) may increase the volatility of performance and the risk of investment loss, including the loss of the entire amount that is invested, and there can be no assurance that the investment objective of the Portfolio will be achieved.

 

1


GOLDMAN SACHS VARIABLE INSURANCE TRUST MULTI-STRATEGY ALTERNATIVES PORTFOLIO

 

INVESTMENT OBJECTIVE

The Portfolio seeks long-term growth of capital.

 

 

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Global Portfolio Solutions Team discusses the Goldman Sachs Variable Insurance Trust — Goldman Sachs Multi-Strategy Alternatives Portfolio’s (the “Portfolio”) performance and positioning for the period since its inception on April 25, 2014 through June 30, 2014 (the “Reporting Period”).

How did the Portfolio perform during the Reporting Period?

During the Reporting Period, the Portfolio’s Advisor, Institutional and Service Shares generated cumulative total returns of 1.90%, 2.00% and 2.00%, respectively. These returns compare to the 0.04% cumulative total return of the Portfolio’s benchmark, the Bank of America Merrill Lynch U.S. Dollar Three-Month LIBOR Constant Maturity Index (the “LIBOR Index”), during the same period.

We note that the Portfolio’s benchmark being the LIBOR Index is a means of emphasizing that the Portfolio has an unconstrained strategy. That said, this Portfolio employs a benchmark agnostic strategy and thus comparisons to a benchmark index are not particularly relevant.

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

During the Reporting Period, the primary economic driver for virtually all Portfolio investments was the recovery in U.S. growth in the second quarter of 2014, after severe winter weather dampened growth in the first calendar quarter. Second quarter 2014 economic data showed substantial improvement with some upside surprises in the labor and housing markets as well as in consumer confidence. As a result of the improving economic growth picture, U.S. small-cap stocks and economically-sensitive market sectors recovered some of the losses they had sustained earlier in 2014. Meanwhile, credit spreads continued to tighten. (Credit spreads are yield differentials between bonds of comparable maturity.) U.S. Treasury yields fluctuated, with the yield on the benchmark 10-year U.S. Treasury starting the Reporting Period near 2.70%, falling below 2.45%, and then rising and falling again to end the Reporting Period at 2.53%. In the Eurozone, deflation expectations increased, and policy action from the European Central Bank (“ECB”) effectively lowered interest rates. Geopolitical risks increased, with oil prices rising on instability in Iraq and its potential impact on future oil production growth.

In this environment, broad-based multi-asset momentum strategies, such as managed futures, lagged. Real asset strategies, such as U.S. and international real estate securities and infrastructure, strongly outperformed.

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

The Portfolio seeks long-term growth of capital by investing in underlying asset classes and strategies, primarily those that provide exposure to liquid alternatives strategies and real assets. Liquid alternatives strategies generally include, but are not limited to, momentum or trend trading strategies (investment decisions based on trends in asset prices over time), hedge fund beta (long term total returns consistent with investment results that approximate the return and risk patterns of a diversified universe of hedge funds), managed risk investment strategies (which seek to manage extreme risk scenarios by implementing daily and monthly risk targets across a diversified mix of asset classes), emerging markets debt and unconstrained fixed income strategies (which have the ability to move across various fixed income sectors). Real assets generally include, but are not limited to, commodities, global real estate securities, infrastructure and master limited partnerships (“MLPs”). We seek to allocate the Portfolio’s risk across a range of exposures, which may vary depending on the market environment. The Portfolio also invests in other underlying asset classes and strategies, including, but not limited to, equities, real estate investment trusts (“REITs”), exchange traded funds (“ETFs”), fixed income and currencies.

At the beginning of the Reporting Period, the Portfolio was positioned, in terms of its total net assets, with 78.5% in liquid alternative strategies, 18.4% in real assets and 3.1% cash. The strategic asset allocation of the Portfolio reflects a risk-based allocation approach to increase diversification1 across the Portfolio.

 

2


GOLDMAN SACHS VARIABLE INSURANCE TRUST MULTI-STRATEGY ALTERNATIVES PORTFOLIO

 

During the Reporting Period, the Portfolio performed strongly as a result of its strategic asset allocation across liquid alternatives strategies and real assets. In particular, the Portfolio benefited from its strategic allocations to U.S. and international real estate securities, infrastructure securities and emerging markets debt. In addition, the Portfolio’s duration positioning added value. Duration is a measure of the Portfolio’s sensitivity to changes in interest rates. Momentum or trend following trading also enhanced results.

Our tactical allocation decisions also contributed positively overall. The Portfolio benefited from its tactical exposure to U.S. small-cap equities. In addition, our tactical shift from U.S. real estate securities to international real estate securities during the Reporting Period added to returns. Detracting slightly was the Portfolio’s tactical underweight in emerging markets debt, the means by which we funded the Portfolio’s exposure to U.S. small-cap equities.

The performance of the Portfolio’s underlying funds relative to our risk factor models added modestly to performance during the Reporting Period. The major contributor to Portfolio performance was the Goldman Sachs Absolute Return Tracker Fund. This positive contributor was somewhat offset by the portfolio’s exposure to fixed income alternative focused strategies, accomplished through an investment in the Goldman Sachs Fixed Income Macro Strategies Fund, and to managed futures, accomplished through an investment in the Goldman Sachs Managed Futures Strategy Fund, which detracted.

How did you tactically manage the Portfolio’s allocations during the Reporting Period?

During the Reporting Period, we adopted a sizable position in U.S. small-cap equities by trimming the Portfolio’s position in emerging markets debt. We reduced the Portfolio’s allocation to U.S. real estate securities and increased the Portfolio’s position in international real estate securities.

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

During the Reporting Period, the Portfolio did not use derivatives and similar instruments within its investment process. However, some of the underlying funds used derivatives during the Reporting Period to apply their active investment views with greater versatility and to afford greater risk management precision. As market conditions warranted during the Reporting Period, some of these underlying funds engaged in forward foreign currency exchange contracts, financial futures contracts, options, swap contracts and structured securities to attempt to enhance portfolio return and for hedging purposes.

How was the Portfolio positioned at the end of the Reporting Period?

At the end of the Reporting Period, the Portfolio was positioned, in terms of its total net assets, with 80.0% in liquid alternative strategies, 18.4% in real assets and 1.6% cash.

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

Throughout the Reporting Period, the rebound in developed market growth in an environment of plentiful liquidity and low macroeconomic volatility underpinned our asset allocation views. Broadly speaking, the Portfolio has favored riskier asset classes and de-emphasized U.S. government bonds, a view shared by many market participants. However, as it appears that there may well be a transition from this naturally low-volatility regime to more uncertain macroeconomic and geopolitical conditions, we anticipate greater dispersion in asset class performance. In our view, there may be a shift in the potential returns from market exposures to the potential returns provided by more active views — an environment that may reward a more selective and less broad-brush approach to portfolio positioning.

Relative to our macroeconomic views, we expect to get better clarity in the months ahead on the U.S. labor market and its potential impact on U.S. inflation. We also are monitoring the outlook for the U.S. housing market and the Chinese housing slowdown. The impact of liquidity measures implemented by the ECB and Bank of Japan and the withdrawal of liquidity by the Bank of England and the U.S. Federal Reserve (the “Fed”) are additional factors that may impact the markets going forward.

At the end of the Reporting Period, we continued to favor developed market assets and had a neutral view on growth markets. Relative to equities, we favored pro-cyclical exposure in the U.S. and peripheral positions in Europe. In terms of fixed income, we are focusing on quality in the Portfolio’s high yield investments. While we see an environment supportive of a low default rate, we observe that as interest rates rise and the business cycle matures, investors may reduce their search for yield. In our view, a rapid shift in sentiment could increase volatility but present potential tactical buying opportunities for quality assets. In addition, at the end of the Reporting Period, the Portfolio maintained only a modest exposure to U.S. government bonds because we believe the current rate environment offers investors insufficient compensation for taking on risk related to Fed monetary policy and inflation.

 

3


GOLDMAN SACHS VARIABLE INSURANCE TRUST MULTI-STRATEGY ALTERNATIVES PORTFOLIO

 

Index Definitions

 

The BofA Merrill Lynch U.S. Dollar 3-Month LIBOR Constant Maturity Index tracks the performance of a synthetic asset paying Libor to a stated maturity. The Index is based on the assumed purchase at par of a synthetic instrument having exactly its stated maturity and with a coupon equal to that day’s fixing rate. That issue is assumed to be sold the following business day (priced at a yield equal to the current day fixing rate) and rolled into a new instrument.

All index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.

 

4


FUND BASICS

 

Multi-Strategy Alternatives Portfolio

as of June 30, 2014

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/14    Since Inception      Inception Date
Institutional      2.00    4/25/14
Service      2.00       4/25/14
Advisor      1.90       4/25/14

 

1  The Standardized Total Returns are average annual total returns or cumulative total returns (only if the performance period is one year or less) as of the most recent calendar quarter-end. They assume reinvestment of all distributions at net asset value. Because Institutional, Service and Advisor Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the total return figures in the above chart. Please visit www.GSAMFUNDS.com to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Institutional        1.09      2.41
Service        1.34         2.66   
Advisor        1.49         2.81   

 

2  The expense ratios of the Portfolio, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectuses for the Portfolio and may differ from the expense ratios disclosed in the Financial Highlights in this report. The Portfolio’s waivers and/or expense limitations will remain in place through at least April 30, 2015, and prior to such date the Investment Adviser may not terminate the arrangements without the approval of the Portfolio’s Board of Trustees. If these arrangements are discontinued in the future, the expense ratios may change without shareholder approval.

 

5


FUND BASICS

 

Multi-Strategy Alternatives Portfolio (continued)

as of June 30, 2014

 

OVERALL UNDERLYING FUND WEIGHTINGS3

Percentage of Net Assets

 

 

 

LOGO

 

 

 

3  The Portfolio is actively managed and, as such, its composition may differ over time. The percentage shown for each Underlying Fund reflects the value of that Underlying Fund as a percentage of net assets of the Portfolio. Figures in the graph above may not sum to 100% due to rounding and/or exclusion of other assets and liabilities. ETFs held by the Portfolio are not reflected in the graph above. The above graph depicts the Portfolio’s investments but may not represent the Portfolio’s market exposure due to the exclusion of certain derivatives, if any, as listed in the Additional Investment Information section of the Schedule of Investments.

 

6


GOLDMAN SACHS VARIABLE INSURANCE TRUST MULTI-STRATEGY ALTERNATIVES PORTFOLIO

 

Schedule of Investments

June 30, 2014 (Unaudited)

 

Shares      Description    Value  
  Underlying Funds (Institutional Shares)(a) – 85.8%   

 

Equity – 14.0%

  
  9,952       Goldman Sachs VIT Global Markets Navigator Fund    $ 111,729   
  7,042       Goldman Sachs International Real Estate Securities Fund      46,551   
  1,440       Goldman Sachs Real Estate Securities Fund      26,424   
     

 

 

 
        190,704   

 

 

 

 

Fixed Income – 71.8%

  
  27,611       Goldman Sachs Absolute Return Tracker Fund      262,581   
  18,499       Goldman Sachs Strategic Income Fund      195,348   
  16,210       Goldman Sachs Managed Futures Strategy Fund      157,885   
  15,907       Goldman Sachs Fixed Income Macro Strategies Fund      155,566   
  9,986       Goldman Sachs Long Short Credit Strategies Fund      105,054   
  10,896       Goldman Sachs Commodity Strategy Fund      65,047   
  3,407       Goldman Sachs Dynamic Emerging Markets Debt Fund      33,079   
     

 

 

 
        974,560   

 

 

 
 

 

TOTAL UNDERLYING FUNDS

(INSTITUTIONAL SHARES) – 85.8%

  
  (Cost $1,151,181)    $ 1,165,264   

 

 

 
     
  Exchange Traded Funds – 7.2%   
  1,096       iShares Global Infrastructure ETF    $ 48,586   
  422       Vanguard Small-Cap ETF      49,424   

 

 

 
  TOTAL EXCHANGE TRADED FUNDS   
  (Cost $92,712)    $ 98,010   

 

 

 
  TOTAL INVESTMENTS – 93.0%   
  (Cost $1,243,893)    $ 1,263,274   

 

 

 

 
 

OTHER ASSETS IN EXCESS OF
LIABILITIES – 7.0%

     94,850   

 

 

 
  NET ASSETS – 100.0%    $ 1,358,124   

 

 

 

 

The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
(a)   Represents Affiliated Funds.  

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MULTI-STRATEGY ALTERNATIVES PORTFOLIO

 

Statement of Assets and Liabilities

June 30, 2014 (Unaudited)

 

        
  
Assets:  

Investments in Affiliated Underlying Funds, at value (cost $1,151,181)

   $ 1,165,264   

Investments, at value (cost $92,712)

     98,010   

Cash

     120,815   

Receivables:

  

Deferred offering costs

     169,739   

Reimbursement from investment adviser

     35,532   

Dividends

     708   
Total assets      1,590,068   
  
  
Liabilities:       

Payables:

  

Amounts owed to affiliates

     109   

Portfolio shares redeemed

     15   

Accrued expenses

     231,820   
Total liabilities      231,944   
  
  
Net Assets:       

Paid-in capital

     1,336,289   

Undistributed net investment income

     2,454   

Net unrealized gain

     19,381   
NET ASSETS    $ 1,358,124   

Net Assets:

  

Institutional

   $ 999,863   

Service

     10,197   

Advisor

     348,064   

Total Net Assets

   $ 1,358,124   

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

  

Institutional

     98,003   

Service

     1,000   

Advisor

     34,139   

Net asset value, offering and redemption price per share:

  

Institutional

     $10.20   

Service

     10.20   

Advisor

     10.20   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MULTI-STRATEGY ALTERNATIVES PORTFOLIO

 

Statement of Operations

For the Period Ended June 30, 2014 (Unaudited)(a)

 

        
  
Investment income:  

Dividends from Affiliated Underlying Funds

   $ 2,305   

Dividends from Unaffiliated Funds

     680   
Total investment income      2,985   
  
  
Expenses:       

Amortization of offering costs

     36,090   

Printing and mailing costs

     13,651   

Professional fees

     12,076   

Organization costs

     12,000   

Custody, accounting and administrative services

     7,148   

Trustee fees

     3,994   

Management fees

     296   

Distribution and Service fees(b)

     91   

Transfer Agent fees(b)

     40   

Other

     1,536   
Total expenses      86,922   

Less — expense reductions

     (86,391
Net expenses      531   
NET INVESTMENT INCOME      2,454   
  
  
Unrealized gain:       

Net change in unrealized gain on:

  

Investments in Affiliated Underlying Funds

     14,083   

Investments

     5,298   
Net unrealized gain      19,381   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $ 21,835   

(a) Commenced operations on April 25, 2014.

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

 

     Distribution and Service Fees      Transfer Agent Fees  

Portfolio

   Service      Advisor      Institutional      Service      Advisor  
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Multi-Strategy Alternatives

   $ 5       $ 86       $ 35       $ 1       $ 4   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MULTI-STRATEGY ALTERNATIVES PORTFOLIO

 

Statement of Changes in Net Assets

 

    

For the
Period Ended

June 30, 2014(a)

(Unaudited)

 
  
From operations:  

Net investment income

   $ 2,454   

Net change in unrealized gain

     19,381   
Net increase in net assets resulting from operations      21,835   
  
  
From share transactions:       

Proceeds from sales of shares

     1,336,350   

Cost of shares redeemed

     (61
Net increase in net assets resulting from share transactions      1,336,289   
TOTAL INCREASE      1,358,124   
  
  
Net assets:       

Beginning of period

       

End of period

   $ 1,358,124   
Undistributed net investment income    $ 2,454   

(a) Commenced operations on April 25, 2014.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MULTI-STRATEGY ALTERNATIVES PORTFOLIO

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

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

FOR THE PERIOD ENDED JUNE 30, (UNAUDITED)

 

2014 - Institutional (Commenced April 25, 2014)

  $ 10.00      $ 0.02      $ 0.18      $ 0.20      $ 10.20        2.00   $ 1,000        0.22 %(f)      36.92 %(f)      1.16 %(f)     

2014 - Service (Commenced April 25, 2014)

    10.00        0.02        0.18        0.20        10.20        2.00        10        0.49 (f)      37.19 (f)      0.89 (f)        

2014 - Advisor (Commenced April 25, 2014)

    10.00        0.04        0.16        0.20        10.20        1.90        348        0.62 (f)      32.14 (f)      1.98 (f)        

 

(a) Calculated based on the average shares outstanding methodology.
(b) Recognition of net investment income by the Portfolio is affected by the timing of declaration of dividends by the Underlying Funds in which the Portfolio invests.
(c) Assumes investment at the net asset value at the beginning of the period, reinvestment of all distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(d) Expense ratios exclude the expenses of the Underlying Funds in which the Portfolio invests.
(e) The Portfolio's portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the portfolio turnover rate may be higher.
(f) Annualized.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST MULTI-STRATEGY ALTERNATIVES PORTFOLIO

 

Notes to Financial Statements

June 30, 2014 (Unaudited)

 

1.     ORGANIZATION

 

Goldman Sachs Variable Insurance Trust (the “Trust” or “VIT”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust includes the Goldman Sachs Multi-Strategy Alternatives Portfolio (the “Portfolio”). The Portfolio is a diversified portfolio under the Act offering three classes of shares — Institutional, Service and Advisor Shares. Shares of the Trust are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. The Portfolio commenced operations on April 25, 2014.

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

The Portfolio is expected to invest primarily in a combination of domestic and international equity and fixed income underlying funds (“Underlying Funds”) which are registered under the Act, for which GSAM or Goldman Sachs Asset Management International (“GSAMI”), also an affiliate of Goldman Sachs, act as investment advisers. Additionally, this Portfolio may invest a portion of its assets directly in other securities and instruments, including unaffiliated exchange-traded funds (“Unaffiliated Funds”).

2.    SIGNIFICANT ACCOUNTING POLICIES

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

A.  Investment Valuation — The Portfolio’s valuation policy, as well as the Underlying Funds’ is to value investments at fair value.

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

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

Expenses included in the accompanying financial statements reflect the expenses of the Portfolio and do not include any expenses associated with the Underlying Funds. Because the Underlying Funds have varied expense and fee levels and the Portfolio may own different proportions of the Underlying Funds at different times, the amount of fees and expenses incurred indirectly by the Portfolio will vary.

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

 

12


GOLDMAN SACHS VARIABLE INSURANCE TRUST MULTI-STRATEGY ALTERNATIVES PORTFOLIO

 

 

 

2.    SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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

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

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

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS

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

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

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

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

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

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

Underlying Funds — Investments in the Underlying Funds are valued at the NAV per share of the Institutional Share class of each Underlying Fund on the day of valuation. Because the Portfolio invests primarily in other mutual funds that fluctuate in value, the Portfolio’s shares will correspondingly fluctuate in value. These investments are generally classified as Level 1 of the fair value hierarchy.

The Underlying Funds may invest in debt securities which, if market quotations are readily available, are valued daily on the basis of quotations supplied by dealers or an independent pricing service approved by the Trustees. The pricing services may use valuation models or matrix pricing, which consider: (i) yield or price with respect to bonds that are considered comparable in

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST MULTI-STRATEGY ALTERNATIVES PORTFOLIO

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

characteristics such as rating, interest rate and maturity date or (ii) quotations from securities dealers to determine current value. Short-term debt obligations that mature in sixty days or less and that do not exhibit signs of credit deterioration are valued at amortized cost, which approximates fair value. With the exception of treasury securities of G8 countries (not held in money market funds), which are generally classified as Level 1, these investments are generally classified as Level 2 of the fair value hierarchy.

The Underlying Funds may invest in equity securities and investment companies. Investments in equity securities and investment companies traded on a United States (“U.S.”) securities exchange or the NASDAQ system, or those located on certain foreign exchanges, including but not limited to the Americas, are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, equity securities and exchange traded investment companies are valued at the last bid price for long positions and at the last ask price for short positions. Investments in investment companies (other than those that are exchange traded) are valued at the NAV on the valuation date. To the extent these investments are actively traded, they are classified as Level 1 of the fair value hierarchy, otherwise they are generally classified as Level 2.

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

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

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

 

Investment Type      Level 1        Level 2        Level 3  
Assets               

Equity Underlying Funds

     $ 190,704         $         $   

Fixed Income Underlying Funds

       974,560                       

Exchange Traded Funds

       98,010                       
Total      $ 1,263,274         $         $   

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

4.    AGREEMENTS AND AFFILIATED TRANSACTIONS

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

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST MULTI-STRATEGY ALTERNATIVES PORTFOLIO

 

 

 

4.    AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administration of the Portfolio’s business affairs, including providing facilities, GSAM is entitled to a management fee, accrued daily and paid monthly, equal to an annual percentage rate of 0.15% of the Portfolio’s average daily net assets. GSAM has agreed to waive all of its management fee. The management fee wavier will remain in effect through at least April 30, 2015, and prior to such date, GSAM may not terminate the arrangement without the approval of the Board of Trustees. For the period ended June 30, 2014, GSAM waived $296 of its management fee.

B.  Distribution and Service Plans — The Trust, on behalf of the Portfolio, has adopted Distribution and Service Plans (the “Plans”). Under the Plans, Goldman Sachs, which serves as distributor (“The Distributor”), is entitled to a fee accrued daily and paid monthly for distribution services and personal and account maintenance services, which may then be paid by Goldman Sachs to authorized dealers, equal to, on an annual basis, 0.25% and 0.40% of the Portfolio’s average daily net assets attributable to Service and Advisor Shares, respectively.

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

D.  Other Expense Agreements and Affiliated Transactions — GSAM has agreed to limit certain “Other Expense” of the Portfolio (excluding transfer agent fees and expenses, taxes, interest, brokerage fees, shareholder meetings, litigation, indemnification, and extraordinary expenses) to the extent such expenses exceed, on an annual basis, a percentage rate of the average daily net assets of the Portfolio. Such Other Expense reimbursements, if any, are accrued daily and paid monthly. In addition, the Portfolio is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any. The Other Expense limitation as an annual percentage rate of average daily net assets for the Portfolio is 0.204%. The Other Expense limitation will remain in place through at least April 30, 2015, and prior to such date GSAM may not terminate the arrangement without the approval of the Trustees. For the period ended June 30, 2014, GSAM reimbursed $86,092 to the Portfolio. In addition, the Portfolio has entered into certain offset arrangements with the custodian and the transfer agent, which may result in a reduction of the Portfolio’s expenses and are received irrespective of the application of the “Other Expense” limitation described above. For the period ended June 30, 2014, custody fee credits were $3.

As of June 30, 2014, the amounts owed to affiliates of the Portfolio were $88 and $21 for distribution and service, and transfer agent fees, respectively.

E.  Other Transactions with Affiliates — For the period ended June 30, 2014, Goldman Sachs did not earn any brokerage commissions from portfolio transactions, on behalf of the Portfolio.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST MULTI-STRATEGY ALTERNATIVES PORTFOLIO

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

4.    AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

The Portfolio invests primarily in the Institutional Shares of the Underlying Funds. These Underlying Funds are considered to be affiliated with the Portfolio. The tables below show the transactions in and earnings from investments in these affiliated Funds for the period ended June 30, 2014:

 

Underlying Funds   Market Value
04/25/2014(1)
    Purchases at
Cost(2)
    Proceeds from
Sales
    Net Realized
Gain (Loss)
    Change in
Unrealized
Appreciation
(Depreciation)
    Market
Value
06/30/2014
    Dividend
Income
    Capital Gain
Distributions
 
Goldman Sachs Absolute Return Tracker Fund   $      $ 257,056      $      $      $ 5,525      $ 262,581      $      $   
Goldman Sachs Commodity Strategy Fund            64,078                      969        65,047        25          
Goldman Sachs Dynamic Emerging Markets Debt Fund            32,335                      744        33,079        220          
Goldman Sachs Fixed Income Macro Strategies Fund            155,807                      (241     155,566        8          
Goldman Sachs International Real Estate Securities Fund            45,074                      1,477        46,551        733          
Goldman Sachs Long Short Credit Strategies Fund            105,036                      18        105,054        403          
Goldman Sachs Managed Futures Strategy Fund            155,815                      2,070        157,885                 
Goldman Sachs Real Estate Securities Fund            25,542                      882        26,424        161          
Goldman Sachs Strategic Income Fund            196,257                      (909     195,348        755          
Goldman Sachs VIT Global Markets Navigator Fund            114,181                      3,548        117,729                 
Total   $      $ 1,151,181      $      $      $ 14,083      $ 1,165,264      $ 2,305      $   

 

(1)  Commenced operations on April 25, 2014.
(2)  Includes reinvestment of distributions.

As of June 30, 2014, the Portfolio was the beneficial owner of 5% or more of total outstanding shares of the following Fund:

 

Underlying Fund                               Multi-Strategy
Alternatives
 
Goldman Sachs Strategic Income                            8

As of June 30, 2014, the Goldman Sachs Group, Inc. was the beneficial owner of approximately 100% and 100% of the Institutional and Service Class Shares, respectively, of the Portfolio.

5.    PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds from sales and maturities of long-term securities for the period ended June 30, 2014, were $1,243,893 and $0, respectively.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST MULTI-STRATEGY ALTERNATIVES PORTFOLIO

 

 

 

6.    TAX INFORMATION

 

As of June 30, 2014, the Portfolio’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:

 

Tax cost    $ 1,243,893   
Gross unrealized gain      20,531   
Gross unrealized loss      (1,150
Net unrealized security gain    $ 19,381   

7.    OTHER RISKS

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

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

Investments in the Underlying Funds — The investments of a Portfolio are concentrated in the Underlying Funds, and the Portfolio’s investment performance is directly related to the investment performance of the Underlying Funds it holds. A Portfolio is subject to the risk factors associated with the investments of the Underlying Funds in direct proportion to the amount of assets allocated to each. A Portfolio that has a relative concentration of its portfolio in a single Underlying Fund may be more susceptible to adverse developments affecting that Underlying Fund, and may be more susceptible to losses because of these developments.

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

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

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

 

17


GOLDMAN SACHS VARIABLE INSURANCE TRUST MULTI-STRATEGY ALTERNATIVES PORTFOLIO

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

8.    INDEMNIFICATIONS

 

 

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

 

9.    SUBSEQUENT EVENTS

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

10.    SUMMARY OF SHARE TRANSACTIONS

 

     For the Period Ended
June 30, 2014(a)
(Unaudited)
 
      Shares     Dollars  
Institutional Shares     
Shares sold      98,003      $ 980,032   
Service Shares     
Shares sold      1,000        10,000   
Advisor Shares     
Shares sold      34,145        346,318   
Shares redeemed      (6     (61
       34,139        346,257   
NET INCREASE      133,142      $ 1,336,289   

 

(a) Commenced operations on April 25, 2014.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST MULTI-STRATEGY ALTERNATIVES PORTFOLIO

 

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

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from April 25, 2014 through June 30, 2014.

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

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. As a shareholder of the Portfolio, you do not incur any transaction costs, such as sales charges, redemption fees, or exchange fees, but shareholders of other funds may incur such costs. The second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds whose shareholders may incur transaction costs.

 

Share Class  

Beginning

Account Value

4/25/14

   

Ending

Account Value

6/30/14

   

Expenses Paid

for the

Period Ended

6/30/14*

 
Institutional        
Actual   $ 1,000      $ 1,040.00      $ 0.39   
Hypothetical 5% return     1,000        1,023.70     1.10   
Service        
Actual     1,000        1,040.00        0.88   
Hypothetical 5% return     1,000        1,022.36     2.46   
Advisor        
Actual     1,000        1,038.00        1.11   
Hypothetical 5% return     1,000        1,021.72     3.11   

 

  (a) Commenced operations on April 25, 2014.  

 

  * Expenses are calculated using the Portfolio’s annualized net expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the period ended June 30, 2014. Expenses are calculated by multiplying the annualized net expense ratio by the average account value for the period; then multiplying the result by the number of days in the most recent fiscal half year; and then dividing that result by the number of days in the fiscal year. The annualized net expense ratios for the period were 0.22%, 0.49% and 0.62% for the Institutional, Service and Advisor Shares, respectively.  

 

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

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST MULTI-STRATEGY ALTERNATIVES PORTFOLIO

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

 

Background

The Goldman Sachs Multi-Strategy Alternatives Portfolio (the “Portfolio”) is a newly-organized investment portfolio of Goldman Sachs Variable Insurance Trust (the “Trust”) that commenced investment operations on April 25, 2014. At a meeting held on February 10-11, 2014 (the “Meeting”) in connection with the Portfolio’s organization, the Trustees, including all of the Trustees present who are not parties to the Portfolio’s investment management agreement (the “Management Agreement”) or “interested persons” (as defined in the Investment Company Act of 1940, as amended) of any party thereto (the “Independent Trustees”) approved the Management Agreement with Goldman Sachs Asset Management, L.P. (the “Investment Adviser”).

At the Meeting, the Trustees reviewed the Management Agreement, including information regarding the terms of the Management Agreement; the nature, extent and quality of the Investment Adviser’s anticipated services; the fees and expenses to be paid by the Portfolio; a comparison of the Portfolio’s proposed management fee and anticipated expenses with those paid by other similar mutual funds; the Investment Adviser’s proposal to waive its management fee and to limit certain expenses of the Portfolio that exceed a specified level; and potential benefits to be derived by the Investment Adviser and its affiliates from their relationships with the Portfolio. Various information was also provided at a prior meeting at which the Portfolio was discussed.

In connection with the Meeting, the Trustees received written materials and oral presentations on the topics covered, and were advised by their independent legal counsel regarding their responsibilities under applicable law. In evaluating the Management Agreement at the Meeting, the Trustees relied upon information included in a presentation made by the Investment Adviser at the Meeting and information received at prior Board meetings, as well as on their knowledge of the Investment Adviser resulting from their meetings and other interactions over time.

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

As part of their review, the Trustees considered the nature, extent and quality of the services to be provided by the Investment Adviser. In this regard, the Trustees considered both the investment advisory services and non-advisory services that would be provided to the Portfolio by the Investment Adviser and its affiliates. The Trustees also considered information about the Portfolio’s structure, investment objective, strategies and other characteristics. The Trustees noted the experience and capabilities of the portfolio management team. They also noted the Investment Adviser’s commitment to maintaining high quality systems. The Trustees concluded that the Investment Adviser would be able to commit substantial financial and other resources to the Portfolio. In this regard, the Trustees noted that, although the Portfolio was new (and therefore had no performance data to evaluate), the Investment Adviser had experience managing other portfolios that invest primarily in a combination of underlying funds managed by the Investment Manager (“Underlying Funds”). The Trustees concluded that the Investment Adviser’s management of the Portfolio likely would benefit the Portfolio and its shareholders.

Costs of Services to be Provided and Profitability

The Trustees considered the contractual terms of the Management Agreement and the fee rates payable by the Portfolio thereunder. In this regard, the Trustees considered information on the services to be rendered by the Investment Adviser to the Portfolio, which included both advisory and administrative services that were directed to the needs and operations of the Portfolio as a registered mutual fund.

In particular, the Trustees reviewed information on the proposed management fee and the Portfolio’s projected total operating expense ratios (both gross and net of expense limitations), and those were compared to similar information for comparable mutual funds advised by other, unaffiliated investment management firms, as well as the peer group and category medians. The comparisons of the Portfolio’s fee rate and total operating expense ratios were prepared by a third-party provider of mutual fund data. The Trustees believed that this information was useful in evaluating the reasonableness of the management fee and total expenses expected to be paid by the Portfolio.

The Trustees considered the Investment Adviser’s undertakings to waive its management fee and to limit certain expenses of the Portfolio that exceed a specified level. In addition, the Trustees recognized that there was not yet profitability data to evaluate for the Portfolio, but considered the Investment Adviser’s representations that (i) such data would be provided after the Portfolio commenced operations, and (ii) the Portfolio was not expected to be profitable to the Investment Adviser and its affiliates initially.

The Trustees noted the competitive nature of the fund marketplace, and that many of the Portfolio’s shareholders would be investing in the Portfolio in part because of the Portfolio’s relationship with the Investment Adviser. They also noted that shareholders would be able to redeem their Portfolio shares at any time if shareholders believe that the Portfolio fees and expenses are too high or if they are dissatisfied with the performance of the Portfolio.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST MULTI-STRATEGY ALTERNATIVES PORTFOLIO

 

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

 

Economies of Scale

The Trustees noted that the Portfolio itself does not have breakpoints in its management fee schedule, but that the benefits of the breakpoints in the management fee schedules of certain Underlying Funds, when reached, would pass through to the shareholders in the Portfolios at the specified asset levels. The Trustees considered the Portfolio’s projected asset levels and information comparing the fee rate charged by the Investment Adviser with fee rates charged to other funds in the peer group, as well as the Investment Adviser’s undertakings to waive its management fee and to limit certain expenses of the Portfolio that exceed a specified level. The Trustees also considered the services provided to the Portfolio under the Management Agreement and the fees and expenses borne by the Underlying Funds, and concluded that the management fee payable by the Portfolio was not duplicative of the management fees paid at the Underlying Fund level.

Other Benefits to the Investment Adviser and Its Affiliates

The Trustees also considered the other benefits expected to be derived by the Investment Adviser and its affiliates from their relationship with the Portfolio and/or the Underlying Funds, including: (a) transfer agency fees received by Goldman, Sachs & Co. (“Goldman Sachs”); (b) brokerage and futures commissions earned by Goldman Sachs for executing securities and futures transactions on behalf of certain Underlying Funds; (c) research received by the Investment Adviser from broker-dealers in exchange for executing certain transactions on behalf of certain Underlying Funds; (d) trading efficiencies resulting from aggregation of orders of the Underlying Funds with those for other funds or accounts managed by the Investment Adviser; (e) the Investment Adviser’s ability to leverage the infrastructure designed to service the Portfolio on behalf of its other clients; (e) fees earned by Goldman Sachs Agency Lending, an affiliate of the Investment Adviser, as securities lending agent for certain Underlying Funds (and fees earned by the Investment Adviser for managing the fund in which those Underlying Funds’ cash collateral is invested); (f) the Investment Adviser’s ability to cross-market other products and services to Portfolio shareholders; (g) Goldman Sachs’ retention of certain fees as Portfolio Distributor; (h) the Investment Adviser’s ability to negotiate better pricing with custodians on behalf of its other clients, as a result of the relationship with the Portfolio and the Underlying Funds; and (i) the possibility that the working relationship between the Investment Adviser and the Portfolio’s and Underlying Funds’ third party service providers may cause those service providers to be more likely to do business with other areas of Goldman Sachs.

Conclusion

In connection with their consideration of the Management Agreement for the Portfolio at the Meeting, the Trustees gave weight to various factors, but did not identify any particular factor as controlling their decision. After deliberation and consideration of the information provided, including the factors described above, the Trustees concluded, in the exercise of their business judgment, that the management fee that would be payable by the Portfolio was reasonable in light of the services to be provided to it by the Investment Adviser, the Investment Adviser’s anticipated costs and the Portfolio’s reasonably anticipated asset levels. The Trustees unanimously concluded that the Investment Adviser’s management likely would benefit the Portfolio and its shareholders and that the Management Agreement should be approved with respect to the Portfolio.

 

21


TRUSTEES   OFFICERS
Ashok N. Bakhru, Chairman   James A. McNamara, President
John P. Coblentz, Jr.   Scott M. McHugh, Principal Financial Officer
Diana M. Daniels   and Treasurer
Joseph P. LoRusso   Caroline L. Kraus, Secretary
Herbert J. Markley  
James A. McNamara  
Jessica Palmer  
Alan A. Shuch  
Richard P. Strubel  
Roy W. Templin  

GOLDMAN, SACHS & CO.

Distributor and Transfer Agent

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Investment Adviser

200 West Street, New York

New York 10282

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

The reports concerning the Portfolio included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Portfolio in the future. These statements are based on Portfolio management’s predictions and expectations concerning certain future events and their expected impact on the Portfolio, such as performance of the economy as a whole and of specific industry sectors, changes in the levels of interest rates, the impact of developing world events, and other factors that may influence the future performance of the Portfolio. Management believes these forward-looking statements to be reasonable, although they are inherently uncertain and difficult to predict. Actual events may cause adjustments in portfolio management strategies from those currently expected to be employed.

A description of the policies and procedures that the Portfolio uses to determine how to vote proxies relating to portfolio securities and information regarding how the Portfolio voted proxies relating to portfolio securities for the 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-621-2550; and (ii) on the Securities and Exchange Commission (“SEC”) web site at http://www.sec.gov.

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

The website links provided are for your convenience only and are not an endorsement or recommendation by GSAM of any of these websites or the products or services offered. GSAM is not responsible for the accuracy and validity of the content of these websites.

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

References to indices, benchmarks or other measures of relative market performance over a specified period of time are provided for your information only and do not imply that the portfolio will achieve similar results. The index composition may not reflect the manner in which a portfolio is constructed. While an adviser seeks to design a portfolio which reflects appropriate risk and return features, portfolio characteristics may deviate from those of the benchmark.

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

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

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

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

This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman Sachs Variable Insurance Trust: Goldman Sachs Multi-Strategy Alternatives Portfolio.

© 2014 Goldman Sachs. All rights reserved.

VITMSASAR-14/136544.MF.MED.TMPL/8/2014


Goldman

Sachs Variable Insurance Trust

Goldman Sachs Core Fixed Income Fund

Goldman Sachs Equity Index Fund

Goldman Sachs Growth Opportunities Fund

Goldman Sachs High Quality Floating Rate Fund

 

Semi-Annual Report

June 30, 2014

 

LOGO


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Principal Investment Strategies and Risks

 

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

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

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

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

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

 

1


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

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

 

2


MARKET REVIEW

 

Goldman Sachs Variable Insurance Trust Funds

 

Market Review

During the six months ended June 30, 2014 (the “Reporting Period”), both U.S. equities and fixed income generated positive returns.

Equity Markets

Representing the U.S. equity market, the S&P 500® Index gained 7.14% during the Reporting Period, enjoying a sixth consecutive quarterly gain, a stretch not seen since 1998. After a weak January 2014, U.S. equities rallied through the remainder of the Reporting Period, with the S&P 500® Index continuing to make new highs through the end of June 2014 amidst low volatility.

Economic data was slightly disappointing early in the Reporting Period. The housing market maintained its recovery, but the labor market remained weaker than expected. Additionally, fourth quarter 2013 Gross Domestic Product (“GDP”) was revised down to an annualized rate of 2.4% from 3.2%. The Federal Reserve (the “Fed”) reduced its asset purchases each month beginning in January 2014 and suggested a more hawkish stance in March 2014, dropping the threshold of 6.5% unemployment as a condition for raising interest rates. Fed Chair Yellen implied that interest rates could start to increase six months after the asset purchase program ends. Many U.S. corporate earnings announcements reflected top-line growth, though overall management guidance for 2014 was less optimistic than consensus.

During the second quarter of 2014, first quarter 2014 GDP was revised down to a contraction of 2.9%, largely due to disruption from severe winter weather. However, other economic data suggested the economy is improving. U.S. non-farm payrolls added 217,000 jobs in May 2014, and the national manufacturing Purchasing Managers Index (“PMI”), which rose to 56.4 in May 2014 from 55.4 in April 2014, showed the strongest reading in the past three months.

For the Reporting Period overall, all ten sectors within the S&P 500® Index were up, with the utilities, energy and health care sectors posting the largest gains in absolute terms. The top-weighted information technology sector was the largest positive contributor (weight times performance) to S&P 500® Index returns. The energy sector particularly benefited as oil prices climbed higher. Information technology and health care stocks benefited significantly from a robust merger and acquisition market. Conversely, consumer discretionary, industrials, telecommunication services and financials were the weakest sectors, though, as indicated, each still generated positive returns.

All segments of the U.S. equity market advanced during the Reporting Period, with mid-cap stocks, as measured by the Russell Midcap® Index, gaining most, followed by large-cap stocks and then at some distance by small-cap stocks, as measured by the Russell 1000® Index and the Russell 2000® Index, respectively. Large-cap stocks were most successful relative to small-caps in the information technology sector. From a style perspective, value-oriented stocks significantly outpaced growth-oriented stocks across the capitalization spectrum. (All as measured by the Russell Investments indices.)

Fixed Income Markets

In January 2014, when the Reporting Period began, spread, or non-U.S. Treasury, sectors performed well, as intermediate-term and longer-term yields fell on concerns about growth in the emerging markets and the condition of China’s banking system as well as on unusually cold weather and disappointing economic data in the U.S. As mentioned earlier, the Fed reduced its asset purchases each month beginning in January 2014 and suggested a more hawkish stance in March 2014, dropping the threshold of 6.5% unemployment as a condition for raising interest rates. In the Eurozone, the European Central Bank (“ECB”) restated its accommodative bias, dwelling less on recent positive economic data and more on potential downside risks to growth and inflation. Russia’s military presence in Ukraine and tensions over Crimea’s possible secession weighed heavily on that region’s markets. Russian assets took the brunt of the selloff, and the Russian central bank hiked interest rates to curb further currency depreciation. During March 2014, fixed income investors generally focused on events in Ukraine and the implementation of U.S. and European sanctions on Russia. Although the global manufacturing PMI dipped, it remained in solidly expansionary territory — led by continued strong activity in the U.S. and U.K. — with the notable exception of China, where production contracted by the sharpest degree since November 2011. In March 2014, after Fed Chair Yellen suggested interest rates could start to increase six months after the Fed’s asset purchase program ends, intermediate-term and longer-term yields edged up.

 

3


MARKET REVIEW

 

During the second calendar quarter, intermediate-term and longer-term yields resumed their decline, and spread sectors rallied. In April 2014, the U.S. announced first quarter 2014 GDP growth of 0.1%, which was weaker than expected, but April 2014 U.S. nonfarm payrolls data came in above expectations. During May 2014, first calendar quarter GDP growth was revised downward to -1.0% and subsequently in June 2014 to -2.9%. However, economic data releases, such as auto sales, jobless claims and manufacturing activity, suggested a rebound was underway. This supported the view of some market participants that the first calendar quarter contraction might have been due to inclement winter weather and that economic growth could accelerate in the second quarter of 2014. In the Eurozone, during June 2014, the ECB cut interest rates by 10 basis points, moving the deposit rate into negative territory for the first time in history. (A basis point is 1/100th of a percentage point.) The ECB also announced it would be implementing additional liquidity measures targeted at stimulating lending. Meanwhile, the June 2014 global manufacturing PMI hit a four-month high, with the U.S. and the U.K. experiencing some of the largest manufacturing output growth.

For the Reporting Period overall, sovereign emerging markets debt generated the strongest returns within the fixed income market, outperforming U.S. Treasury securities. Following at some distance were high yield corporate bonds, investment grade corporate bonds and commercial mortgage-backed securities. Agency securities, mortgage-backed securities and asset-backed securities also outperformed U.S. Treasuries, albeit more modestly. Meanwhile, the U.S. Treasury yield curve, or spectrum of maturities, flattened during the Reporting Period, as intermediate-term and longer-term yields declined and shorter-term maturities edged up. The yield on the bellwether 10-year U.S. Treasury fell approximately 114 basis points during the Reporting Period to 2.53%.

Looking Ahead

Equity Markets

Almost six years since the onset of the most recent global financial crisis, which was quickly followed by the Eurozone crisis, the global economy appears to continue to improve, if slowly. In our view, companies are starting to invest for growth, notably through mergers and acquisitions, and corporate earnings are broadly increasing, even if not as fast as expected. Furthermore, correlations and volatility appear to have fallen from elevated levels during the crises. Given this backdrop, we believed at the end of the Reporting Period that equity market total returns for calendar year 2014 are likely to be close to the historical average. Equity performance was strong during the Reporting Period in many markets, nudging valuations higher to roughly historical average levels. However, the global economic recovery appears to be broadening, and equity risk premiums are still above average, suggesting to us that equities may look attractive relative to other assets. That said, average valuations for many international equity markets may reduce upside potential and thus make stock-picking more critical for generating returns.

In our view, U.S. equities overall could benefit from having the strongest macroeconomic outlook amongst the developed markets as well as exposure to growth spending. Consensus estimates for U.S. GDP growth are 2.5% for 2014 and 3.5% for 2015, which are more than one percentage point higher than estimates for the Eurozone and Japan in both years. We believe the U.S. equity market is also well positioned to potentially benefit from the current strong merger and acquisition activity in the information technology and health care sectors, which together account for approximately 30% of the S&P 500® Index. We expect forthcoming capital expenditures to benefit several U.S. equity market sectors as well. Further, we continue to have a favorable view on companies and industries positively impacted by U.S. shale development. We particularly like U.S. energy companies with predominantly domestic assets, which we believe could have an advantage over the more internationally-focused companies. We also favor companies that could benefit from cheaper U.S. feedstock, such as refiners and petrochemical producers.

As companies differentiate themselves with revenue and earnings growth, we believe fundamental active managers have an excellent opportunity to similarly differentiate their portfolios and performance. As always, we maintain our focus on seeking companies that we believe will generate long-term growth in today’s ever-changing market conditions.

Fixed Income Markets

We believe economic data and financial markets have settled into a period of low volatility, lending more support to carry trades as investors search for yield. (Carry is essentially the return an investor might expect on an investment if nothing happens to the price

 

4


MARKET REVIEW

 

of the assets.) The environment during the Reporting Period was supportive for strategies focused more on carry than growth: inflation and growth were low but stable, central banks acted to reduce downside risk scenarios, and market volatility fell to multi-year lows.

In our view, the low volatility environment is likely to continue should the U.S. economy transition into the expansion phase of the economic cycle and should global risks decline. U.S. economic growth has rebounded after a weak start to the year, and we believe the economy is now moving into a durable expansion. Although 3% GDP growth now seems unlikely for calendar year 2014, we believe the U.S. economy could expand at 3% to 3.5% going forward. Historically, expansions tend to be associated with low volatility, rising government bond yields and gradually tightening credit spreads. (Credit spreads are the difference in yields between bonds of comparable maturities.) These trends can persist for a long time, and our overall view is that the current economic expansion is likely to follow a similar pattern, with volatility remaining relatively low and spreads gradually tightening over a period of two or three years. We think risks to the global economy have declined primarily due to reduced risk relative to the outlook for China. Further adding to this view is what we view to be a strong recovery in U.K. economic growth, more aggressive easing by the ECB and positive momentum in Japan.

If we are correct about improving global economic growth and reduced global risks, we think the main catalyst for higher volatility would be a change in expectations about Fed policy. During the next few months, we expect U.S. inflation to begin rising from its current low levels, and we expect the Fed to start preparing the financial markets for rate hikes. In our opinion, the Fed is likely to start raising rates by mid-2015. Relative to U.S. government bonds at the end of the Reporting Period, yields appear more consistent with a scenario where inflation remains well below 2% and the Fed stays “lower for longer.” As a result, we believe there is a risk that an uptick in inflation, combined with stronger economic growth, could lead the market to anticipate an earlier than expected, more aggressive path for Fed rate hikes, leading potentially to broad fixed income market volatility. Based on these views, our overall investment strategy is to minimize exposure to U.S. interest rate risk and to take modest positions in sectors offering attractive carry, without reaching for yield in less liquid areas of the fixed income market.

 

5


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

 

INVESTMENT OBJECTIVE

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

 

 

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Fixed Income Portfolio Management Team discusses the Goldman Sachs Variable Insurance Trust — Goldman Sachs Core Fixed Income Fund’s (the “Fund”) performance and positioning for the six-month period ended June 30, 2014 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Institutional and Service Shares generated cumulative total returns of 3.87% and 3.88%, respectively. These returns compare to the 3.93% cumulative total return of the Fund’s benchmark, the Barclays U.S. Aggregate Bond Index (the “Barclays Index”), during the same time period.

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

During the Reporting Period, the Fund’s tactical duration and U.S. yield curve positioning detracted from relative performance. Duration is a measure of the Fund’s sensitivity to changes in interest rates. Yield curve indicates a spectrum of maturities.

On the positive side, our top-down cross-sector strategy added to relative returns. Our cross-sector strategy is one in which we invest Fund assets across a variety of fixed income sectors, including some that may not be included in the Barclays Index. The Fund also benefited from our bottom-up individual issue selection within the corporate, collateralized and government agency sectors.

Which fixed income market sectors most affected Fund performance during the Reporting Period?

During the Reporting Period, the Fund benefited from its overweight relative to the Barclays Index in corporate bonds, as corporate credit spreads (or the difference in yield between corporate bonds and U.S. Treasury securities) tightened. In addition, the Fund’s overweight in non-agency securities added value amid improving housing market fundamentals. The Fund also benefited from its position in municipal securities as the municipals-over-Treasury bonds spread narrowed. The municipals-over-Treasury bonds spread is the difference in yields between municipal bonds and U.S. Treasury securities with the same time to maturity.

Issue selection within the corporate bond sector, especially our selection of financial investment grade corporate bonds, contributed positively. Within the collateralized sector, our selection of agency mortgage-backed securities added to performance. In the government agency sector, issue selection of Build America Bonds enhanced relative returns.

Detracting overall during the Reporting Period were the Fund’s underweight positions relative to the Barclays Index in agency mortgage-backed securities and emerging markets debt. Within emerging markets debt, the Fund was hurt by its exposure to Russian bonds.

Did the Fund’s duration and yield curve positioning strategy help or hurt its results during the Reporting Period?

Tactical management of the Fund’s duration and yield curve positioning detracted from relative returns during the Reporting Period. The Fund held a short duration position relative to the Barclays Index, which hampered performance as interest rates declined.

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

As market conditions warranted during the Reporting Period, currency transactions were carried out using primarily over-the-counter (“OTC”) forward foreign exchange contracts as well as purchased OTC options. Currency transactions were used as we sought both to enhance returns and to hedge the Fund’s portfolio against currency exchange rate fluctuations. Treasury futures were employed as warranted to facilitate specific duration, yield curve and country strategies. Swaptions (or options on interest rate swap contracts) were employed to express an outright term structure view and manage volatility (term structure, most often depicted as a yield curve, refers to the term structure of interest rates, which is the relationship between the yield to maturity and the time to maturity for pure discount bonds). Credit default swaps were utilized to manage exposure to fluctuations in credit spreads (or the differential in yields between Treasury securities and non-Treasury securities that are identical in all respects except for quality

 

6


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

 

rating). Interest rate swaps were utilized to manage exposure to fluctuations in interest rates. Overall, we employ derivatives and similar instruments for the efficient management of the Fund’s portfolio. Derivatives and similar instruments allow us to manage interest rate, credit and currency risks more effectively by allowing us both to hedge and to apply active investment views with greater versatility and to afford greater risk management precision than we would otherwise be able to implement.

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

During the Reporting Period, we tactically shifted the Fund’s overweight in corporate bonds relative to the Barclays Index based on our views of the strengthening U.S. economic recovery. We shifted the Fund from a relatively neutral position in high yield corporate bonds to a slight overweight. We reduced but maintained the Fund’s underweight relative to the Barclays Index in U.S. government securities. We slightly decreased the Fund’s overweight in asset-backed securities (“ABS”). During the Reporting Period, we decreased the Fund’s overweight in agency collateralized mortgage obligations and reduced the size of its underweight in mortgage pass-through securities. (Pass-through mortgages consist of a pool of residential mortgage loans, where homeowners’ monthly payments of principal, interest and prepayments pass from the original bank through a government agency or investment bank to investors.) During the Reporting Period, we moved the Fund from an overweight in emerging markets debt relative to the Barclays Index to a modest underweight position. We eliminated the Fund’s position in municipal bonds, which are not represented in the Barclays Index, during the Reporting Period.

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

There were no changes to the Fund’s portfolio management team during the Reporting Period.

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

At the end of the Reporting Period, the Fund was underweight U.S. government securities and agency mortgage-backed securities relative to the Barclays Index. Within its allocation to agency mortgage-backed securities, the Fund had a modest overweight in agency multi-family securities and an underweight in mortgage pass-through securities. The Fund was overweight ABS, investment grade corporate bonds, quasi-government bonds, commercial mortgage-backed securities and high yield corporate bonds compared to the Barclays Index. It had exposure to non-agency mortgage-backed securities, which are not represented in the Barclays Index, and to covered bonds. (Covered bonds are securities created from either mortgage loans or public sector loans.) The Fund was underweight emerging markets debt relative to the Barclays Index at the end of the Reporting Period.

 

7


FUND BASICS

 

Core Fixed Income Fund

as of June 30, 2014

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/14    One Year      Five Years      Since Inception      Inception Date
Institutional      5.19      N/A         1.42    4/30/13
Service      4.96         6.44      4.57       1/09/06

 

1  The Standardized Total Returns are average annual total returns as of the most recent calendar quarter-end or cumulative total returns for periods of less than one year. They assume reinvestment of all distributions at net asset value. Because Institutional and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the total return figures in the above chart. Please visit www.GSAMFUNDS.com to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Institutional        0.43      0.65
Service        0.68         0.90   

 

2  The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectuses for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2015, and prior to such date the Investment Adviser may not terminate the arrangements without the approval of the Fund’s Board of Trustees. If these arrangements are discontinued in the future, the expense ratios may change without shareholder approval.

 

8


FUND BASICS

 

FUND COMPOSITION3

 

 

 

 

LOGO

 

 

3  The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets. Figures in the graph may not sum to 100% due to the exclusion of other assets and liabilities. The graph depicts the Fund’s investments but may not represent the Fund’s market exposure due to the exclusion of certain derivatives, if any, as listed in the Additional Investment Information section of the Schedule of Investments.

 

4  “Federal Agencies” are mortgage-backed securities guaranteed by the Government National Mortgage Association (“GNMA”), Federal National Mortgage Association (“FNMA”) or Federal Home Loan Mortgage Corp. (“FHLMC”). GNMA instruments are backed by the full faith and credit of the United States Government.

 

5  “Agency Debentures” include agency securities offered by companies such as FNMA and FHLMC, which operate under a government charter. While they are required to report to a government regulator, their assets are not explicitly guaranteed by the government and they otherwise operate like any other publicly traded company.

 

 

9


GOLDMAN SACHS VARIABLE INSURANCE TRUST – GOLDMAN SACHS EQUITY INDEX FUND

 

INVESTMENT OBJECTIVE

The Fund seeks to achieve investment results that correspond to the aggregate price and yield performance of a benchmark index that measures the investment returns of large capitalization stocks.

 

 

Portfolio Management Discussion and Analysis

Below, SSgA Funds Management, Inc. (“SSgA”), the Fund’s Subadvisor, discusses the Goldman Sachs Variable Insurance Trust — Goldman Sachs Equity Index Fund’s (the “Fund”) performance and positioning for the six-month period ended June 30, 2014 (the “Reporting Period”). [NOTE: State Street requests GSAM include a series of disclaimers. They are immediately after this particular Q&A.]

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Service Shares generated a cumulative total return of 6.87%. This return compares to the 7.14% cumulative total return of the Fund’s benchmark, the Standard & Poor’s 500® Index (with dividends reinvested) (the “S&P 500® Index”), during the same time period.

During the Reporting Period, which sectors and which industries in the S&P 500® Index were the strongest contributors to the Fund’s performance?

All 10 sectors in the S&P 500® Index advanced during the Reporting Period. In terms of total return, the sectors that made the strongest positive contributions to the S&P 500® Index and to the Fund were utilities, energy and healthcare. The largest sector by weighting in the S&P 500® Index at the end of the Reporting Period was information technology at a weighting of 18.83%. The industries with the strongest performance in terms of total return were airlines; energy equipment and services; real estate management and development; semiconductors and semiconductor equipment; and electric utilities.

On the basis of impact (which takes both total returns and weightings into account), the sectors that made the strongest positive contributions to the S&P 500® Index and to the Fund were information technology, health care and energy. The industries with the strongest performance on the basis of impact were oil, gas and consumable fuels; pharmaceuticals; technology hardware storage and peripherals; energy equipment and services; and semiconductors and semiconductor equipment.

Which sectors and industries in the S&P 500® Index were the weakest contributors to the Fund’s performance?

In terms of total return, during the Reporting Period, the weakest performing sectors were industrials, telecommunication services and consumer discretionary. The weakest performing industries in terms of total return were leisure products; health care technology; Internet and catalog retail; specialty retail; and personal products.

On the basis of impact, the weakest performing sectors were materials, telecommunication services and consumer discretionary. The weakest performing industries were information technology services; specialty retail; Internet and catalog retail; industrial conglomerates; and textiles, apparel and luxury goods.

Which individual stocks were the top performers, and which were the greatest detractors?

On the basis of impact, the stocks that made the strongest positive contribution were Apple, Johnson & Johnson, Wells Fargo, Microsoft and Schlumberger. The weakest performers were Amazon, Citigroup, General Electric, MasterCard and TJX Companies.

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

During the Reporting Period, we did not use derivatives as part of an active management strategy to add value to the Fund’s results. However, we used equity index futures to equitize the Fund’s cash holdings. In other words, we put the Fund’s cash holdings to work by using them as collateral for the purchase of equity index futures. We also used these equity index futures to provide liquidity for daily cash flow requirements.

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

By design, all investment decisions for the Fund are performed within a co-lead or team structure. During the Reporting Period, Melissa Kapitulik took over the portfolio management responsibilities for the Fund from Kristin Carcio, who has assumed a new role within SSgA. In addition, Michael Feehily has been added as one of the Fund’s lead portfolio managers.

 

10


GOLDMAN SACHS VARIABLE INSURANCE TRUST – GOLDMAN SACHS EQUITY INDEX FUND

 

What changes were made to the makeup of the S&P 500® Index during the Reporting Period?

Seven stocks were removed from the S&P 500® Index during the Reporting Period. They were United States Steel, Forest Laboratories, International Game Technology, LSI, Beam, SLM and Cliffs Natural Resources.

There were eight additions to the S&P 500® Index during the Reporting Period. They were Martin Marietta Materials, Affiliated Managers Group, Cimarex Energy, Avago Technologies, Navient, Under Armour, Google and Essex Property Trust.

The source of the data included in the above Portfolio Management Discussion and Analysis with respect to Goldman Sachs Equity Index Fund is FactSet as of 6/30/14

Characteristics presented are calculated using the month end market value of holdings, except for beta and standard deviation, if shown, which use month end return values. Averages reflect the market weight of securities in the portfolio. Market data, prices, and dividend estimates for characteristics calculations provided by FactSet Research Systems, Inc. All other portfolio data provided by SSgA. Characteristics are as of the date indicated, are subject to change, and should not be relied upon as current thereafter

Past performance is not a guarantee of future results.

Index returns are unmanaged and do not reflect the deduction of any fees or expenses. Index returns reflect all items of income, gain and loss and the reinvestment of dividends and other income.

SSgA may have or may seek investment management or other business relationships with companies discussed in this material or affiliates of those companies, such as their officers, directors and pension plans.

The views expressed in the above Portfolio Management Discussion and Analysis with respect to Goldman Sachs Equity Index Fund are the views of SSgA’s Global Equity Beta Solutions Team through the period ended June 30, 2014 and are subject to change based on market and other conditions. The information provided does not constitute investment advice and it should not be relied on as such. All material has been obtained from sources believed to be reliable, but its accuracy is not guaranteed. This material contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected.

 

11


FUND BASICS

 

Equity Index Fund

as of June 30, 2014

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/14    One Year      Five Years      Since Inception      Inception Date
Service      24.05      18.39      7.05    1/09/06

 

1  The Standardized Total Returns are average annual total returns as of the most recent calendar quarter-end. They assume reinvestment of all distributions at net asset value. Because Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the total return figures in the above chart. Please visit www.GSAMFUNDS.com to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Service        0.49      0.74

 

2  The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectus for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2015, and prior to such date the Investment Adviser may not terminate the arrangements without the approval of the Fund’s Board of Trustees. If these arrangements are discontinued in the future, the expense ratios may change without shareholder approval.

 

TOP TEN HOLDINGS AS OF 6/30/143

 

Holding      % of Net Assets      Line of Business
Apple, Inc.        3.2%       Technology Hardware & Equipment
Exxon Mobil Corp.        2.5      Energy
Microsoft Corp.        1.8      Software & Services
Johnson & Johnson        1.7      Pharmaceuticals, Biotechnology & Life Sciences
General Electric Co.        1.5      Capital Goods
Wells Fargo & Co.        1.4      Banks
Chevron Corp.        1.4      Energy
Berkshire Hathaway, Inc. Class B        1.3      Diversified Financials
JPMorgan Chase & Co.        1.2      Banks
The Procter & Gamble Co.        1.2      Household & Personal Products

 

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

 

12


FUND BASICS

 

FUND VS. BENCHMARK SECTOR ALLOCATIONS4

As of June 30, 2014

 

 

 

LOGO

 

 

 

4  The Fund’s composition may differ over time. Consequently, the Fund’s overall sector allocations may differ from percentages contained in the graph above. The graph categorizes investments using Global Industry Classification Standard (“GICS”), however, the sector classifications used by the portfolio management team may differ from GICS. Underlying sector allocations of exchange traded funds held by the Fund, if any, are not reflected in the graph above. The percentage shown for each investment category reflects the value of investments in that category as a percentage of total market value. The graph depicts the Fund’s investments but may not represent the Fund’s market exposure due to the exclusion of certain derivatives, if any, as listed in the Additional Investment Information section of the Schedule of Investments.

 

13


GOLDMAN SACHS VARIABLE INSURANCE TRUST – GOLDMAN SACHS GROWTH OPPORTUNITIES FUND

 

INVESTMENT OBJECTIVE

The Fund seeks long-term growth of capital.

 

 

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Growth Investment Team discusses the Goldman Sachs Variable Insurance Trust — Goldman Sachs Growth Opportunities Fund’s (the “Fund”) performance and positioning for the six-month period ended June 30, 2014 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Institutional and Service Shares generated cumulative total returns of 4.89% and 4.78%, respectively. These returns compare to the 6.51% cumulative total return of the Fund’s benchmark, the Russell Midcap® Growth Index (with dividends reinvested) (the “Russell Index”), during the same time period.

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

The Fund underperformed the Russell Index largely because of stock selection.

Which equity market sectors contributed to Fund performance?

Our bottom-up approach focuses on security selection, and as a result, we do not make active sector-level investment decisions. That said, on a sector level, security selection in the consumer discretionary, energy and financials sectors detracted from the Fund’s relative performance. Stock selection in the information technology, telecommunication services and materials sectors contributed positively to Fund results.

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

Detracting most from the Fund’s relative returns were positions in Whole Foods Market, a supermarket chain specializing in natural and organic foods; PVH, a global clothing manufacturer; and IntercontinentalExchange, an operator of regulated exchanges and clearing houses.

Whole Foods Market was the biggest detractor from the Fund’s relative performance during the Reporting Period, as the company reported worse than expected fiscal second quarter results. The company also lowered its full year 2014 outlook and introduced its five-year earnings outlook, which was below market expectations. Despite the lackluster results, at the end of the Reporting Period, we continued to believe Whole Foods Market was a high quality company well positioned to be a strong outperformer over the long term. In our view, its sales have the potential to accelerate should price reductions over the last few quarters pay off, should new store cannibalization decline and should results from bad weather roll off. (Cannibalization occurs when a retailer opens a new store location in close proximity to an existing store and the existing store location loses customers to the new store.) Lastly, we continued to believe at the end of the Reporting Period that the stock was attractively valued for a company with strong market share and above average growth potential relative to peers.

Another detractor from Fund performance was PVH, whose shares declined along with most other retail stocks during the Reporting Period. The retail sector had a weak start to 2014, driven by a variety of issues, such as the extreme winter weather in the U.S. In addition, PVH provided softer than expected 2014 earnings guidance. However, we consider that guidance conservative and believe it could allow the company to exceed expectations in the future. PVH’s weak earnings are, in our view, transient in nature and are related to industry wide issues, rather than company specific challenges. We consider PVH one of our best positioned names, as we expect it to start reaping the benefits of its Warnaco acquisition. In addition, we believe PVH’s higher margin brands, such as Tommy Hilfiger and Calvin Klein, can grow faster than PVH’s traditional business, potentially leading to a meaningful acceleration in the company’s operating profit growth.

IntercontinentalExchange also dampened the Fund’s relative performance during the Reporting Period. Nevertheless, we remained confident at the end of the Reporting Period in the company’s long-term growth potential, as it has a leading position in the over-the-counter market and is likely, in our view, to benefit from the globalization of markets and movement towards clearing and post-trade automation. Additionally, IntercontinentalExchange’s planned divestiture of a third of Euronext to a group of European banks reinforces our view that the company is a reasonably valued, high quality growth franchise with the potential to outperform its peers over the long term.

 

14


GOLDMAN SACHS VARIABLE INSURANCE TRUST – GOLDMAN SACHS GROWTH OPPORTUNITIES FUND

 

Which individual stocks added to the Fund’s relative performance during the Reporting Period?

The Fund benefited most relative to the Russell Index from its positions in Keurig Green Mountain, a leader in specialty coffee and coffeemakers; Shire, a specialty biopharmaceutical company; and Beam Suntory, a premium spirits company.

Keurig Green Mountain was the top contributor to the Fund’s performance during the Reporting Period. Its shares rose following the announcement that Coca-Cola purchased a 10% stake in the company and entered into a 10-year agreement to develop Coke brand products for the Keurig Cold beverage system. The company also benefited from exposure to the Starbucks, Dunkin, Folgers and Costco brands. Further, shareholders approved the company’s official name change to Keurig Green Mountain from Green Mountain Coffee Roasters, recognizing the value that Keurig has brought to the overall franchise and creating a powerful corporate identity. Overall, we believe Keurig Green Mountain remains well-positioned with a solid long term growth profile, competitive margins, improving returns on invested capital and a strategically focused management team. The Fund continued to hold the stock at the end of the Reporting Period.

Shire also added to relative returns during the Reporting Period. Its stock rose on news of strong first quarter 2014 results. In addition, acquisition attempts by Allergan and AbbVie ignited speculation of a potential deal. We believe Shire has a strong growth profile and aligns well with its industry peers. Although we believe the fundamentals of the business remain healthy, we took advantage of share price appreciation to exit the Fund’s position.

Beam Suntory was a top contributor to relative performance during the Reporting Period. Its shares gained as a leading Japanese whiskey company, Suntory Holdings, announced it had reached an agreement to purchase Beam. Prior to the announced acquisition, we believed Beam was a high quality growth business operating in a fragmented industry with improving secular tailwinds, high barriers to entry, attractive margins and attractive returns on invested capital. We find it encouraging when the value of one our investments is recognized by a strategic industry player and our investment thesis plays out through an acquisition. After the acquisition, we took profits and exited the Fund’s position.

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

Among the purchases initiated during the Reporting Period, we established a Fund position in Mylan, a U.S.-based pharmaceutical company that develops, manufactures and distributes generic and specialty pharmaceuticals globally. We believe Mylan is a high quality franchise that operates in segments of the generics market with high barriers to entry and that its management team is comprised of solid operators. The company has above-average profitability and, in our view, underappreciated growth potential. We expect Mylan to deliver better than expected revenue growth over the next couple of years with continued margin expansion. Ultimately, the catalyst for us initiating the position was that we believe the market is significantly undervaluing the growth potential of Mylan, and we believe consensus estimates are too low. In other words, we believed shares of Mylan presented a compelling risk/reward opportunity at the time of purchase.

We established a Fund position in Kansas City Southern, a transportation holding company with domestic and international rail operations in North America. The company has an approximately 50% market share of cross-border trade with Mexico, leaving it with minimal competition in the area. Kansas City Southern is also one of only eight Class I rails in North America across four distinct regions. (In the U.S., the Surface Transportation Board defines a Class I railroad as having annual carrier operating revenues of $250 million or more after adjusting for inflation using the Railroad Freight Price Index developed by the Bureau of Labor Statistics.) Such regional structure could spur increased efficiencies and the acquisition of valuable cross-border tracks in an industry with high barriers to entry. At the end of the Reporting Period, we were constructive on Kansas City Southern’s long-term growth trajectory, a view reinforced by the significant track and locomotive investment the company has made over the past 15 years — equipment that possesses a useful life of approximately 50 years.

In addition to those sales already mentioned, we exited the Fund’s position in MSCI during the Reporting Period. MSCI is a provider of equity, fixed income and hedge fund stock market indexes as well as equity portfolio analysis tools. In our view, MSCI remains a quality franchise, but we sold the Fund’s position to stay true to our valuation discipline and reallocated the capital to what we considered higher risk-reward opportunities.

During the Reporting Period, we eliminated the Fund’s position in PetSmart. We have become increasingly wary of the impact online retail could potentially have on all traditional retailers. In our view, PetSmart is somewhat insulated from this trend because shipping pet food remains largely uneconomical. However, the breadth of product choices in the pet specialty market, smaller players focused on offering natural pet food and intensifying online competition have created uncertainty in the business. Therefore, we decided to exit the Fund’s position.

 

15


GOLDMAN SACHS VARIABLE INSURANCE TRUST – GOLDMAN SACHS GROWTH OPPORTUNITIES FUND

 

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

During the Reporting Period, we reduced the Fund’s overweight positions relative to the Russell Index in the telecommunication services and consumer staples sectors. We increased its underweight in the information technology sector. We reduced the Fund’s underweighted positions compared to the Russell Index in industrials and energy, though it continued to have underweight positions in both sectors. During the Reporting Period, we shifted the Fund from an underweight relative to the Russell Index in the financials sector to an overweight position.

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

The Fund did not use derivatives or similar instruments within its investment process during the Reporting Period.

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

During the Reporting Period, Jeffrey Rabinowitz, a co-lead portfolio manager, left the firm. By design, all investment decisions for the Fund are performed within a co-lead or team structure, with multiple subject matter experts. This strategic decision making has been the cornerstone of our approach and ensures continuity in the Fund. During the Reporting Period, Ashley Woodruff became a co-lead portfolio manager for the Fund, alongside Steve Barry and Craig Glassner.

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

As mentioned, the Fund’s sector positioning relative to the Russell Index is the result of our stock selection, as we take a pure bottom-up, research-intensive approach to investing. From that perspective, then, at the end of the Reporting Period, the Fund’s portfolio was broadly diversified with overweight positions compared to the Russell Index in the health care, telecommunication services, consumer staples and consumer discretionary sectors. The Fund had smaller weightings than the Russell Index in the financials, utilities and materials sectors on the same date. It was relatively neutral compared to the Russell Index in the information technology, energy and industrials sectors at the end of the Reporting Period.

 

16


FUND BASICS

 

Growth Opportunities Fund

as of June 30, 2014

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/14    One Year      Five Years      Since Inception      Inception Date
Institutional      25.25      N/A         21.50    4/30/13
Service      24.99         19.60      9.60       1/09/06

 

1  The Standardized Total Returns are average annual total returns as of the most recent calendar quarter-end. They assume reinvestment of all distributions at net asset value. Because Institutional and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the total return figures in the above chart. Please visit www.GSAMFUNDS.com to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Institutional        1.00      1.14
Service        1.16         1.39   

 

2  The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectuses for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2015, and prior to such date the Investment Adviser may not terminate the arrangements without the approval of the Fund’s Board of Trustees. If these arrangements are discontinued in the future, the expense ratios may change without shareholder approval.

 

TOP TEN HOLDINGS AS OF 6/30/143

 

Holding      % of Net Assets      Line of Business
Equinix, Inc.        2.4%       Software & Services
Mylan, Inc.        2.4      Pharmaceuticals, Biotechnology & Life Sciences
Xilinx, Inc.        2.4      Semiconductors & Semiconductor Equipment
SBA Communications Corp. Class A        2.2      Telecommunication Services
W.W. Grainger, Inc.        2.2      Capital Goods
Intercontinental Exchange, Inc.        2.1      Diversified Financials
Agilent Technologies, Inc.        2.0      Pharmaceuticals, Biotechnology & Life Sciences
CBRE Group, Inc. Class A        2.0      Real Estate
L Brands, Inc.        2.0      Retailing
Sensata Technologies Holding NV        1.9      Capital Goods

 

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

 

17


FUND BASICS

 

FUND vs. BENCHMARK SECTOR ALLOCATIONS4

As of June 30, 2014

 

 

 

LOGO

 

 

 

4  The Fund’s composition may differ over time. Consequently, the Fund’s overall sector allocations may differ from percentages contained in the graph above. The graph categorizes investments using Global Industry Classification Standard (“GICS”), however, the sector classifications used by the portfolio management team may differ from GICS. Underlying sector allocations of exchange traded funds held by the Fund, if any, are not reflected in the graph above. The percentage shown for each investment category reflects the value of investments in that category as a percentage of total market value. The graph depicts the Fund’s investments but may not represent the Fund’s market exposure due to the exclusion of certain derivatives, if any, as listed in the Additional Investment Information section of the Schedule of Investments.

 

18


GOLDMAN SACHS VARIABLE INSURANCE TRUST – GOLDMAN SACHS HIGH QUALITY FLOATING RATE FUND

 

INVESTMENT OBJECTIVE

The Fund seeks a high level of current income, consistent with low volatility of principal.

 

 

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Fixed Income Portfolio Management Team discusses the Goldman Sachs High Quality Floating Rate Fund’s (the “Fund”) performance and positioning for the six-month period ended June 30, 2014 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Institutional and Service Shares generated cumulative total returns of 0.19% and 0.00%, respectively. These returns compare to the 0.02% cumulative total return of the Fund’s benchmark, the Bank of America Merrill Lynch Three-Month U.S. Treasury Bill Index (the “BofA Index”).

We note that the Fund’s benchmark being the BofA Index is a means of emphasizing that the Fund has an unconstrained strategy. That said, this Fund employs a benchmark agnostic strategy and thus comparisons to a benchmark index are not particularly relevant.

What key factors had the greatest impact on the Fund’s performance during the Reporting Period?

During the Reporting Period, our top-down cross-sector strategy contributed positively. In our cross-sector strategy, we invest Fund assets based on a discipline of valuing each fixed income sector in the context of all investment opportunities within the Fund’s universe. In addition, our issue selection within the government sector added to results.

Individual issue selection within the securitized sector detracted from performance. Also, during the Reporting Period, the Fund’s duration positioning dampened results. Duration is a measure of the Fund’s sensitivity to changes in interest rates.

Which fixed income market sectors helped or hurt Fund performance during the Reporting Period?

Within our cross-sector strategy, the Fund’s allocation to mortgage-backed securities added to relative results, as weak supply and the decline in interest rates enhanced the performance of the sector. In addition, the Fund’s position in asset-backed securities (“ABS”), specifically Federal Family Education Loan Program (“FFELP”) student loans, contributed positively. The Fund’s allocation to corporate bonds also added to returns, as the generally benign environment for corporate credit helped push investment grade corporate bond spreads tighter. (Spreads are yield differentials between bonds of comparable maturity.)

The Fund was hampered by individual issue selection within the securitized sector. More specifically, it was hurt by issue selection among mortgage-backed securities, particularly floating rate collateralized mortgage obligations (“CMOs”). On the positive side, the Fund benefited from individual issue selection of U.S. government securities.

Did the Fund’s duration and yield curve positioning strategy help or hurt its results during the Reporting Period?

Tactical management of the Fund’s duration and yield curve positioning detracted overall from relative returns during the Reporting Period. More specifically, the Fund was hampered by its short duration position relative to the BofA Index, which dampened performance as interest rates declined. Much of the underperformance occurred in the first quarter of 2014, as U.S. Treasury yields fell on tepid economic data coupled with emerging market weakness. In spite of positive economic data during the second calendar quarter, U.S. Treasury yields continued to fall, and the yield curve flattened, meaning yield differentials between various maturities narrowed, further contributing to the Fund’s underperformance. Yield curve is a spectrum of maturities.

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

During the Reporting Period, we reduced the Fund’s short duration position relative to the BofA Index but maintained a short duration position because we believed interest rates could increase as the U.S. economy strengthened. In addition, we increased the Fund’s position in the two-year segment of the U.S. Treasury yield curve and eliminated its underweight position in the seven-year segment of the U.S. Treasury yield curve.

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

As market conditions warranted, the Fund used U.S. Treasury futures and Eurodollar futures to manage the duration and term structure of the Fund. (Term structure, most often depicted as a yield curve, refers to the term structure of interest rates, which is the

 

19


GOLDMAN SACHS VARIABLE INSURANCE TRUST – GOLDMAN SACHS HIGH QUALITY FLOATING RATE FUND

 

relationship between the yield to maturity and the time to maturity for pure discount bonds. Eurodollar futures are contracts that are linked to time deposits denominated in U.S. dollars at banks outside the U.S.) The Fund also employed credit default swaps to implement specific credit-related investment strategies.

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

During the Reporting Period, Steve Lucas, head of the Fund’s duration strategy, left the firm. By design, all investment decisions for the Fund are performed within a co-lead or team structure, with multiple subject matter experts. This strategic decision making has been the cornerstone of our approach and ensures continuity in the Fund. Tom Teles, who leads the securitized and government swaps teams and is co-head of the cross-sector team, became head of the Fund’s duration strategy.

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

At the end of the Reporting Period, the Fund was significantly underweight U.S. government securities relative to the BofA Index. It had positions in ABS, agency adjustable-rate mortgages, agency CMOs, mortgage pass-through securities and commercial mortgage-backed securities, none of which are represented in the BofA Index. Pass-through mortgages consist of a pool of residential mortgage loans, where homeowners’ monthly payments of principal, interest and prepayments pass from the original bank through a government agency or investment bank to investors.

 

20


FUND BASICS

 

High Quality Floating Rate Fund

as of June 30, 2014

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/14    One Year      Five Years      Since Inception      Inception Date
Institutional      0.81      N/A         0.60    4/30/13
Service      0.49         3.75      4.16       1/09/06

 

1  The Standardized Total Returns are average annual total returns as of the most recent calendar quarter-end. They assume reinvestment of all distributions at net asset value. Because Institutional and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the total return figures in the above chart. Please visit www.GSAMFUNDS.com to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Institutional        0.41      0.86
Service        0.66         1.11   

 

2  The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectuses for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2015, and prior to such date the Investment Adviser may not terminate the arrangements without the approval of the Fund’s Board of Trustees. If these arrangements are discontinued in the future, the expense ratios may change without shareholder approval.

 

21


FUND BASICS

 

FUND COMPOSITION3

 

 

 

 

LOGO

 

 

3  The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets. Figures in the graph may not sum to 100% due to the exclusion of other assets and liabilities. The graph depicts the Fund’s investments but may not represent the Fund’s market exposure due to the exclusion of certain derivatives, if any, as listed in the Additional Investment Information section of the Schedule of Investments.

 

4  “Federal Agencies” are mortgage-backed securities guaranteed by the Government National Mortgage Association (“GNMA”), Federal National Mortgage Association (“FNMA”) or Federal Home Loan Mortgage Corp. (“FHLMC”). GNMA instruments are backed by the full faith and credit of the United States Government.

 

22


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Index Definitions

 

The Russell Midcap® Index measures the performance of the mid-cap segment of the U.S. equity universe. The Russell Midcap® Index is a subset of the Russell 1000® Index. The Russell Midcap® Index includes approximately 800 of the smallest securities based on a combination of their market cap and current index membership. The Russell Midcap® Index represents approximately 31% of the total market capitalization of the Russell 1000® Index companies. The Russell Midcap® Index is constructed to provide a comprehensive and unbiased barometer for the mid-cap segment. The Russell Midcap® Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true mid-cap opportunity set.

The Russell 1000® Index measures the performance of the large-cap segment of the U.S. equity universe. The Russell 1000® Index is a subset of the Russell 3000® Index and includes approximately 1000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000® Index represents approximately 92% of the U.S. market. The Russell 1000® Index is constructed to provide a comprehensive and unbiased barometer for the large-cap segment and is completely reconstituted annually to ensure new and growing equities are reflected.

The Russell 2000® Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000® Index is a subset of the Russell 3000® Index representing approximately 10% of the total market capitalization of that index. The Russell 2000® Index includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2000® Index is constructed to provide a comprehensive and unbiased small-cap barometer and is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set.

The S&P 500® Index is the Standard & Poor’s 500 Composite Index of 500 stocks, an unmanaged index of common stock prices.

The MSCI EAFE® Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US & Canada. The MSCI EAFE® Index consists of the following 21 developed market country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.

All index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.

 

23


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

Schedule of Investments

June 30, 2014 (Unaudited)

 

Principal

Amount

    Interest
Rate
    Maturity
Date
    Value  
  Corporate Obligations – 29.9%   

 

Automobiles & Components – 0.5%

  

 

Ford Motor Credit Co. LLC

  

$ 475,000        5.875     08/02/21      $ 557,021   

 

 

 

 

Banks – 10.0%

  

 

American Express Co.(a)(b)

  

  200,000        6.800       09/01/66        219,500   
  Bank of America Corp.   
  100,000        5.625        07/01/20        115,051   
  550,000        4.125       01/22/24        566,995   
  275,000        4.000       04/01/24        281,071   
  Bank of America Corp. Series L   
  525,000        2.650       04/01/19        531,183   
  Barclays Bank PLC   
  275,000        2.500       02/20/19        278,883   
  Capital One Financial Corp.   
  225,000        1.000       11/06/15        225,455   
  CBA Capital Trust II(a)(b)(c)   
  375,000        6.024       03/29/49        394,688   
  Citigroup, Inc.   
  375,000        5.000       09/15/14        378,320   
  150,000        3.375       03/01/23        148,966   
  Compass Bank   
  175,000        5.500       04/01/20        189,321   
  Credit Suisse New York   
  325,000        2.300       05/28/19        325,480   
  ING Bank NV(c)   
  450,000        2.000       09/25/15        457,240   
  Intesa Sanpaolo SpA   
  225,000        3.125       01/15/16        231,151   
  350,000        2.375       01/13/17        355,272   
  350,000        3.875       01/15/19        367,029   
  JPMorgan Chase & Co.   
  450,000        4.400       07/22/20        491,541   
  Lloyds Bank PLC   
  175,000        2.300       11/27/18        177,589   
  Macquarie Bank Ltd.(c)   
  250,000        2.600       06/24/19        251,580   
  Mizuho Corporate Bank Ltd.(c)   
  200,000        2.550       03/17/17        206,765   
  Morgan Stanley & Co.   
  200,000        6.250       08/28/17        227,947   
  550,000        5.950       12/28/17        625,621   
  MUFG Union Bank NA   
  425,000        2.125       06/16/17        432,108   
  PNC Preferred Funding Trust II(a)(b)(c)   
  400,000        1.453       03/29/49        385,500   
  Regions Bank   
  250,000        7.500       05/15/18        297,568   
  Regions Financial Corp.   
  325,000        5.750       06/15/15        339,714   
  Resona Bank Ltd.(a)(b)(c)   
  650,000        5.850       09/29/49        696,150   

 

 

 
  Corporate Obligations – (continued)   

 

Banks – (continued)

  

  Royal Bank of Scotland Group PLC   
$ 250,000        2.550 %     09/18/15      $ 254,635   
  200,000        6.000       12/19/23        217,029   
  100,000        9.500 (a)(b)     03/16/22        117,500   
  Santander Holdings USA, Inc.   
  75,000        3.000 (b)      09/24/15        76,656   
  165,000        4.625       04/19/16        174,622   
  Santander UK PLC(c)   
  250,000        5.000       11/07/23        270,008   
  Sumitomo Mitsui Financial Group, Inc.(c)   
  400,000        4.436        04/02/24        418,018   
  Wells Fargo & Co. Series S(a)(b)   
  450,000        5.900       12/29/49        477,338   
     

 

 

 
        11,203,494   

 

 

 

 

Diversified Manufacturing – 0.2%

  

  Xylem, Inc.   
  250,000        3.550       09/20/16        262,495   

 

 

 

 

Electric – 1.0%

  

  Florida Power & Light Co.(b)   
  193,000        4.125       02/01/42        192,868   
  NV Energy, Inc.   
  200,000        6.250       11/15/20        238,130   
  Progress Energy, Inc.   
  350,000        7.000       10/30/31        463,118   
  Puget Sound Energy, Inc. Series A(a)(b)   
  100,000        6.974       06/01/67        104,931   
  Southern California Edison Co.(b)   
  175,000        4.050       03/15/42        171,306   
     

 

 

 
        1,170,353   

 

 

 

 

Energy – 2.4%

  

  Anadarko Petroleum Corp.   
  125,000        6.450       09/15/36        159,406   
  BG Energy Capital PLC(a)(b)   
  325,000        6.500       11/30/72        359,531   
  Dolphin Energy Ltd. (c)   
  148,200        5.888       06/15/19        163,799   
  200,000        5.500       12/15/21        227,020   
  Nexen Energy ULC   
  90,000        6.400       05/15/37        107,201   
  Pemex Project Funding Master Trust   
  150,000        6.625       06/15/35        176,175   
  Petrobras Global Finance BV   
  280,000        4.875       03/17/20        287,268   
  80,000        6.250       03/17/24        85,115   
  PTTEP Canada International Finance Ltd.(c)   
  240,000        5.692       04/05/21        267,234   
  Ras Laffan Liquefied Natural Gas Co. Ltd. III(c)   
  250,000        5.500       09/30/14        252,811   
  Transocean, Inc.   
  275,000        6.500       11/15/20        318,054   
  Weatherford International Ltd.   
  175,000        9.625       03/01/19        229,573   
     

 

 

 
        2,633,187   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

 

 

Principal

Amount

    Interest
Rate
    Maturity
Date
    Value  
  Corporate Obligations – (continued)   

 

Food & Beverage – 0.5%

  

 

Mondelez International, Inc.

  

$ 139,000        6.500 %     02/09/40      $ 177,746   

 

Pernod-Ricard SA(c)

  

  375,000        4.450       01/15/22        397,744   
     

 

 

 
        575,490   

 

 

 

 

Food & Staples Retailing – 0.2%

  

 

Walgreen Co.

  

  175,000        1.800       09/15/17        176,612   

 

 

 

 

Healthcare – 0.3%

  

 

Cigna Corp.

  

  150,000        2.750       11/15/16        155,855   

 

DENTSPLY International, Inc.

  

  125,000        2.750        08/15/16        128,864   
     

 

 

 
        284,719   

 

 

 

 

Household & Personal Products – 0.3%

  

 

Avon Products, Inc.

  

  325,000        4.600       03/15/20        337,942   

 

 

 

 

Life Insurance – 0.6%

  

 

American International Group, Inc.

  

  125,000        2.375       08/24/15        127,303   
  100,000        5.850       01/16/18        113,739   

 

Genworth Financial, Inc.

  

  75,000        8.625       12/15/16        87,706   
  75,000        7.200       02/15/21        91,428   

 

The Northwestern Mutual Life Insurance Co.(c)

  

  200,000        6.063       03/30/40        248,073   
     

 

 

 
        668,249   

 

 

 

 

Materials – 0.4%

  

 

Monsanto Co.

  

  225,000        2.125       07/15/19        225,612   
  200,000        4.400 (b)      07/15/44        200,361   
     

 

 

 
        425,973   

 

 

 

 

Media – 1.1%

  

 

DIRECTV Holdings LLC

  

  450,000        3.800       03/15/22        464,955   

 

Time Warner Cable, Inc.

  

  375,000        7.300       07/01/38        502,564   
  75,000        5.875 (b)      11/15/40        86,513   
  150,000        5.500 (b)      09/01/41        167,413   
     

 

 

 
        1,221,445   

 

 

 

 

Media Non Cable – 0.4%

  

 

NBCUniversal Media LLC

  

  175,000        2.875       04/01/16        181,581   

 

WPP Finance UK

  

  275,000        8.000       09/15/14        279,098   
     

 

 

 
        460,679   

 

 

 
  Corporate Obligations – (continued)   

 

Metals and Mining(c) – 0.7%

  

 

Glencore Funding LLC

  

$ 125,000        1.700 %     05/27/16      $ 126,138   
  175,000        2.500       01/15/19        174,555   

 

Xstrata Finance Canada Ltd

  

  500,000        2.700       10/25/17        513,231   
     

 

 

 
        813,924   

 

 

 

 

Noncaptive-Financial – 0.7%

  

 

General Electric Capital Corp.

  

  300,000        5.875       01/14/38        362,014   

 

International Lease Finance Corp.

  

  375,000        5.750       05/15/16        399,844   
     

 

 

 
        761,858   

 

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences – 0.8%

  

 

AbbVie, Inc.

  

  650,000        1.750       11/06/17        652,646   

 

Actavis Funding SCS(c)

  

  75,000        2.450       06/15/19        75,210   

 

Celgene Corp.

  

  125,000        2.250       05/15/19        124,908   
     

 

 

 
        852,764   

 

 

 

 

Pipelines – 1.4%

  

 

Enterprise Products Operating LLC Series A(a)(b)

  

  450,000        8.375        08/01/66        506,250   

 

Enterprise Products Operating LLC Series B(a)(b)

  

  125,000        7.034       01/15/68        142,500   

 

Tennessee Gas Pipeline Co. LLC

  

  200,000        8.375       06/15/32        279,958   

 

TransCanada Pipelines Ltd.(a)(b)

  

  325,000        6.350       05/15/67        336,375   

 

Williams Partners LP(b)

  

  250,000        3.900       01/15/25        251,112   
     

 

 

 
        1,516,195   

 

 

 

 

Real Estate Development – 0.4%

  

 

MDC Holdings, Inc.

  

  200,000        5.625       02/01/20        216,773   
  150,000        5.500 (b)      01/15/24        156,022   
  125,000        6.000 (b)      01/15/43        120,864   
     

 

 

 
        493,659   

 

 

 

 

Real Estate Investment Trusts – 3.3%

  

 

American Campus Communities Operating Partnership LP(b)

  

  275,000        4.125       07/01/24        277,443   

 

Camden Property Trust

  

  325,000        5.700       05/15/17        364,157   

 

CBL & Associates LP(b)

  

  175,000        5.250       12/01/23        184,539   

 

DDR Corp.

  

  375,000        7.500       04/01/17        432,690   
  225,000        7.875       09/01/20        285,038   

 

ERP Operating LP(b)

  

  275,000        4.625       12/15/21        302,697   

 

 

 

 

The accompanying notes are an integral part of these financial statements.   25


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

Schedule of Investments (continued)

June 30, 2014 (Unaudited)

 

Principal

Amount

    Interest
Rate
    Maturity
Date
    Value  
  Corporate Obligations – (continued)   

 

Real Estate Investment Trusts – (continued)

  

 

HCP, Inc.

  

$ 275,000        6.000 %     01/30/17      $ 308,407   
  125,000        2.625 (b)      02/01/20        124,687   

 

Health Care REIT, Inc.

  

  375,000        2.250       03/15/18        380,669   

 

Healthcare Realty Trust, Inc.

  

  350,000        5.750       01/15/21        395,719   

 

Healthcare Trust of America Holdings LP(b)

  

  100,000        3.375       07/15/21        99,621   

 

Kilroy Realty LP

  

  275,000        5.000       11/03/15        290,244   
  150,000        3.800 (b)      01/15/23        151,131   

 

Senior Housing Properties Trust(b)

  

  150,000        3.250       05/01/19        151,973   
     

 

 

 
        3,749,015   

 

 

 

 

Technology – 0.5%

  

 

Hewlett-Packard Co.

  

  250,000        3.000       09/15/16        259,993   
  150,000        2.600       09/15/17        154,551   
  150,000        2.750       01/14/19        152,464   
     

 

 

 
        567,008   

 

 

 

 

Tobacco – 0.4%

  

 

Imperial Tobacco Finance PLC(c)

  

  400,000        2.050       02/11/18        402,363   

 

 

 

 

Transportation(c) – 0.7%

  

 

ERAC USA Finance LLC

  

  350,000        2.350       10/15/19        349,486   

 

Penske Truck Leasing Co. LP / PTL Finance Corp.

  

  250,000        3.125        05/11/15        255,008   
  225,000        2.500       03/15/16        230,786   
     

 

 

 
        835,280   

 

 

 

 

Wireless Telecommunications – 0.4%

  

 

American Tower Corp.

  

  150,000        4.700       03/15/22        161,463   
  75,000        3.500       01/31/23        73,648   

 

AT&T, Inc.

  

  250,000        2.950       05/15/16        259,451   
     

 

 

 
        494,562   

 

 

 

 

Wirelines Telecommunications – 2.7%

  

 

Telefonica Emisiones SAU

  

  175,000        3.192       04/27/18        182,795   
  100,000        5.462       02/16/21        113,293   

 

Verizon Communications, Inc.

  

  450,000        3.650       09/14/18        480,006   
  850,000        4.500       09/15/20        931,361   
  1,050,000        5.150       09/15/23        1,175,869   
  100,000        6.550       09/15/43        125,860   
     

 

 

 
        3,009,184   

 

 

 
  TOTAL CORPORATE OBLIGATIONS     
  (Cost $31,937,843)      $ 33,473,471   

 

 

 
  Mortgage-Backed Obligations38.5%   

 

Adjustable Rate Non-Agency(a)(b) – 1.2%

  

 

Countrywide Alternative Loan Trust Series 2005-38, Class A1

  

$ 202,786        1.623 %     09/25/35      $ 185,698   

 
 

Indymac Index Mortgage Loan Trust Series 2006-AR4,
Class A1A

  
  

  754,055        0.362       05/25/46        652,710   

 

Lehman XS Trust Series 2005-7N, Class 1A1A

  

  289,276        0.422       12/25/35        258,005   

 
 

Master Adjustable Rate Mortgages Trust Series 2006-OA2,
Class 4A1A

  
  

  382,701        0.973       12/25/46        277,497   
     

 

 

 
        1,373,910   

 

 

 

 

Collateralized Mortgage Obligations – 7.8%

  

 

Agency Multi-Family – 4.6%

  

 
 

FHLMC Multifamily Structured Pass Through Certificates
Series K031, Class A2(a)

  
  

  300,000        3.300        04/25/23        312,148   

 
 

FHLMC Multifamily Structured Pass-Through Certificates
Series K714, Class A2(a)

  
  

  300,000        3.034       10/25/20        313,775   

 

FNMA

  

  374,285        2.800       03/01/18        391,157   
  1,052,367        3.740       05/01/18        1,136,282   
  320,000        3.840       05/01/18        346,984   
  800,000        4.506       06/01/19        879,594   
  189,535        3.416       10/01/20        202,318   
  179,884        3.615       12/01/20        193,867   
  946,706        3.762       12/01/20        1,024,998   

 

FNMA ACES Series 2012-M8, Class A2

  

  100,000        2.349       05/25/22        97,709   

 

FNMA ACES Series 2012-M8, Class ASQ2

  

  100,000        1.520        12/25/19        100,456   

 

GNMA

  

  147,028        3.950       07/15/25        154,777   
     

 

 

 
        5,154,065   

 

 

 

 

Covered Bond – 1.4%

  

 

Northern Rock Asset Management PLC(c)

  

  900,000        5.625       06/22/17        1,010,099   

 

Sparebank 1 Boligkreditt AS(c)

  

  500,000        2.625       05/26/17        517,400   
     

 

 

 
        1,527,499   

 

 

 

 

Regular Floater(a) – 1.3%

  

 

Aire Valley Mortgages PLC Series 2004-1X, Class 3A2

  

EUR  398,233        0.636       09/20/66        537,451   

 

Aire Valley Mortgages PLC Series 2006-1A, Class 1A(c)

  

$ 83,499        0.451       09/20/66        81,539   

 

Aire Valley Mortgages PLC Series 2006-1X, Class 2A1

  

EUR 74,930        0.516       09/20/66        100,461   

 

Granite Master Issuer PLC Series 2003-3, Class 3A

  

GBP 35,858        0.908       01/20/44        61,272   

 

Leek Finance Number Eighteen PLC Series 18X, Class A2B

  

$ 200,144        0.490       09/21/38        207,897   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

 

 

Principal

Amount

    Interest
Rate
    Maturity
Date
    Value  
  Mortgage-Backed Obligations(continued)   

 

Regular Floater(a) – (continued)

  

 

Leek Finance Number Eighteen PLC Series 18X, Class A2C

  

EUR  50,036        0.472 %     09/21/38      $ 71,020   

 

Leek Finance Number Seventeen PLC Series 17X, Class A2C

  

  33,160        0.492       12/21/37        47,513   

 

Quadrivio Finance SRL Series 2011-1, Class A1

  

  176,916        0.832       07/25/60        240,788   

 

Thrones 2013-1 PLC Series 2013-1, Class A(b)

  

GBP 90,319        2.028       07/20/44        157,148   
     

 

 

 
        1,505,089   

 

 

 

 

Sequential Fixed Rate – 0.5%

  

 

FNMA REMIC Series 2012-111, Class B

  

$ 56,356        7.000       10/25/42        64,065   

 

FNMA REMIC Series 2012-153, Class B

  

  122,621        7.000       07/25/42        139,346   

 
 

National Credit Union Administration Guaranteed Notes
Series A4

  
  

  300,000        3.000       06/12/19        317,478   
     

 

 

 
        520,889   

 

 

 
 
 
TOTAL COLLATERALIZED MORTGAGE
OBLIGATIONS
  
  
  $ 8,707,542   

 

 

 

 

Commercial Mortgage-Backed Securities – 3.3%

  

 

Sequential Fixed Rate – 3.3%

  

 
 

Banc of America Commercial Mortgage Trust Series 2007-4,
Class A1A

  
  

$ 319,569        5.774     02/10/51      $ 356,472   

 

GS Mortgage Securities Corp. II Series 2007-GG10, Class A4(d)

  

  272,415        5.997       08/10/45        301,936   

 

GS Mortgage Securities Trust Series 2007-GG10, Class A1A(d)

  

  780,679        5.997       08/10/45        857,654   

 
 

JP Morgan Chase Commercial Mortgage Securities Trust
Series 2006-CB15, Class A1A

  
  

  464,688        5.811       06/12/43        501,291   

 
 

JP Morgan Chase Commercial Mortgage Securities Trust
Series 2007-CB19, Class A1A(d)

  
  

  265,090        5.892        02/12/49        294,866   

 
 

Morgan Stanley Bank of America Merrill Lynch Trust
Series 2012-C6, Class A4

  
  

  800,000        2.858       11/15/45        789,119   

 
 

Wachovia Bank Commercial Mortgage Trust Series 2007-C34,
Class A1A

  
  

  497,144        5.608       05/15/46        540,662   

 

 

 
 
 
TOTAL COMMERCIAL MORTGAGE-
BACKED SECURITIES
 
  
  $ 3,642,000   

 

 

 

 

Federal Agencies – 26.2%

  

 

Adjustable Rate FHLMC(a) – 1.1%

  

$ 1,137,180        2.375 %     09/01/35      $ 1,207,173   

 

 

 
  Mortgage-Backed Obligations(continued)   

 

Adjustable Rate FNMA(a) – 1.4%

  

$ 322,490        1.852 %     05/01/33      $ 336,412   
  612,124        2.333       05/01/35        649,100   
  562,431        2.590       09/01/35        601,102   
     

 

 

 
        1,586,614   

 

 

 

 

FHLMC – 1.1%

  

  5,382        7.500       06/01/15        5,484   
  138,586        5.500       02/01/18        147,143   
  14,450        5.500       04/01/18        15,342   
  5,778        4.500       09/01/18        6,122   
  25,228        5.500       09/01/18        26,786   
  1,117        9.500       08/01/19        1,129   
  37        9.500       08/01/20        38   
  73,707        6.500       10/01/20        80,316   
  15,650        4.500       07/01/24        16,847   
  80,747        4.500       11/01/24        86,882   
  14,574        4.500       12/01/24        15,680   
  26,830        6.000       03/01/29        30,459   
  173        6.000       04/01/29        195   
  20,137        7.500       12/01/29        23,509   
  175,396        7.000       05/01/32        205,329   
  418        6.000       08/01/32        476   
  105,426        7.000       12/01/32        124,958   
  8,071        5.000       10/01/33        8,961   
  11,046        5.000       07/01/35        12,271   
  14,699        5.000       12/01/35        16,325   
  120,426        5.500       01/01/37        134,453   
  4,213        5.000       03/01/38        4,659   
  232,269        7.000       02/01/39        264,534   
  10,145        5.000       06/01/41        11,278   
     

 

 

 
        1,239,176   

 

 

 

 

FNMA – 19.2%

  

  2,436        7.500       08/01/15        2,443   
  6,657        6.000       04/01/16        6,829   
  15,273        6.500       05/01/16        15,816   
  23,625        6.500       09/01/16        24,617   
  32,232        6.500       11/01/16        33,596   
  5,653        7.500       04/01/17        5,841   
  154,145        5.500       02/01/18        163,514   
  162,161        5.000       05/01/18        171,459   
  13,922        6.500       08/01/18        14,983   
  78,470        7.000       08/01/18        83,938   
  391,576        4.375       06/01/21        434,618   
  1,834        5.000       06/01/23        1,963   
  59,794        5.000       08/01/23        66,347   
  184,567        5.500        09/01/23        200,889   
  46,170        5.500       10/01/23        50,259   
  4,233        6.000       12/01/23        4,763   
  12,215        4.500       07/01/24        13,136   
  190,955        4.500       11/01/24        205,471   
  81,793        4.500       12/01/24        88,011   
  75        7.000       07/01/25        75   
  424        7.000       11/01/25        425   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

Schedule of Investments (continued)

June 30, 2014 (Unaudited)

 

Principal

Amount

    Interest
Rate
    Maturity
Date
    Value  
  Mortgage-Backed Obligations(continued)   

 

FNMA – (continued)

  

$ 20,140        9.000 %     11/01/25      $ 24,247   
  67,830        7.000       08/01/26        75,930   
  739        7.000       08/01/27        861   
  7,173        7.000       09/01/27        7,960   
  18,000        6.000       12/01/27        20,371   
  223        7.000       01/01/28        255   
  3,586        6.000       01/01/29        4,038   
  127,343        6.000       02/01/29        145,205   
  112,898        6.000       06/01/29        128,570   
  37,237        8.000       10/01/29        42,948   
  10,156        7.000       12/01/29        11,672   
  55,323        5.000       01/01/30        61,626   
  1,421        8.500       04/01/30        1,740   
  2,648        8.000       05/01/30        2,724   
  334        8.500       06/01/30        377   
  11,043        7.000       05/01/32        12,736   
  84,062        7.000       06/01/32        95,756   
  113,178        7.000       08/01/32        130,554   
  27,199        8.000       08/01/32        32,872   
  5,385        5.000       08/01/33        6,002   
  412,318        5.000       09/01/33        459,195   
  5,174        5.500       09/01/33        5,844   
  1,030,485        5.000       12/01/33        1,147,643   
  1,951        5.500       02/01/34        2,205   
  309        5.500       04/01/34        350   
  12,164        5.500       12/01/34        13,716   
  45,157        5.000       04/01/35        50,403   
  92,562        6.000       04/01/35        105,460   
  4,449        6.000       05/01/35        5,016   
  2,483        5.500       09/01/35        2,801   
  221,595        6.000       10/01/35        249,848   
  507,793        6.000       09/01/36        572,533   
  166        5.500       02/01/37        186   
  288        5.500       04/01/37        324   
  278        5.500       05/01/37        312   
  340,654        5.500       08/01/37        382,867   
  225,537        6.000       02/01/38        253,668   
  410        5.500       03/01/38        461   
  426,534        6.000       03/01/38        479,734   
  361        5.500       06/01/38        405   
  433        5.500       07/01/38        487   
  400        5.500       08/01/38        450   
  313        5.500       09/01/38        352   
  5,632        5.500       10/01/38        6,332   
  154        5.500       12/01/38        173   
  190,905        5.000       01/01/39        213,799   
  152,735        7.000       03/01/39        173,860   
  549,499        6.000       05/01/39        618,330   
  29,210        4.500       08/01/39        31,985   
  285,648        5.500       12/01/39        321,030   
  222,557        6.000       10/01/40        250,320   
  490,250        6.000       05/01/41        552,255   
  217,565        3.000       08/01/42        216,136   
  194,319        3.000       09/01/42        193,112   

 

 

 
  Mortgage-Backed Obligations(continued)   

 

FNMA – (continued)

  

$ 65,940        3.000     11/01/42      $ 65,490   
  1,034,499        3.000       12/01/42        1,027,318   
  822,387        3.000       01/01/43        816,856   
  324,875        3.000       02/01/43        322,403   
  360,770        3.000       03/01/43        357,036   
  437,644        3.000       04/01/43        433,374   
  306,854        3.000       05/01/43        303,400   
  4,000,000        3.500       TBA-30yr (e)      4,118,125   
  3,000,000        4.000       TBA-30yr (e)      3,181,054   
  1,000,000        4.500       TBA-30yr (e)      1,083,125   
  1,000,000        6.000       TBA-30yr (e)      1,126,641   
     

 

 

 
        21,541,851   

 

 

 
  GNMA – 3.4%         
  5,054        7.000       10/15/25        5,544   
  13,490        7.000       11/15/25        14,922   
  2,213        7.000       02/15/26        2,421   
  7,710        7.000       04/15/26        8,393   
  3,776        7.000       03/15/27        4,020   
  74,434        7.000       11/15/27        80,421   
  3,281        7.000       01/15/28        3,645   
  31,774        7.000       02/15/28        35,331   
  7,240        7.000       03/15/28        7,958   
  3,672        7.000       04/15/28        3,877   
  489        7.000       05/15/28        546   
  7,224        7.000       06/15/28        8,085   
  14,559        7.000       07/15/28        16,235   
  15,561        7.000       09/15/28        16,511   
  2,627        7.000       11/15/28        2,783   
  4,113        7.500       11/15/30        4,169   
  285,171        6.000       08/20/34        328,987   
  208,580        5.000       03/15/38        230,549   
  391,415        5.000       01/15/39        434,196   
  399,999        5.000       06/15/40        445,098   
  2,000,000        4.000       TBA-30yr (e)      2,140,938   
     

 

 

 
        3,794,629   

 

 

 
  TOTAL FEDERAL AGENCIES      $ 29,369,443   

 

 

 
  TOTAL MORTGAGE-BACKED OBLIGATIONS   
  (Cost $42,104,846)        $ 43,092,895   

 

 

 
     
  Agency Debentures – 5.3%   

 

Federal Home Loan Banks

  

$ 400,000        1.875     03/13/20      $ 398,637   
  600,000        3.000       09/10/21        621,628   
  600,000        2.125       06/09/23        572,646   
  300,000        3.250       06/09/23        311,612   
  100,000        3.375       12/08/23        104,712   
  FHLMC         
  600,000        2.375       01/13/22        599,873   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

 

 

Principal

Amount

    Interest
Rate
    Maturity
Date
    Value  
  Agency Debentures – (continued)   

 

FNMA

  

$ 1,600,000        0.625 %     10/30/14      $ 1,602,936   
  400,000        6.250       05/15/29        539,940   

 

Tennessee Valley Authority

  

  500,000        3.875        02/15/21        550,737   
  500,000        5.375       04/01/56        605,187   

 

 

 
  TOTAL AGENCY DEBENTURES     
  (Cost $5,800,758)      $ 5,907,908   

 

 

 
     
  Asset-Backed Securities – 6.8%   

 

Collateralized Loan Obligations(a) – 6.0%

  

 

Aberdeen Loan Funding Ltd. Series 2008-1A, Class A(c)

  

$ 965,558        0.875 %     11/01/18      $ 951,075   

 

Acis CLO Ltd. Series 2013-1A(c)

  

  1,500,000        1.455       04/18/24        1,454,250   

 

Acis CLO Ltd. Series 2013-2A(c)

  

  950,000        1.143       10/14/22        929,765   

 

Acis CLO Ltd. Series 2013-2A, Class A(c)

  

  150,000        0.727       10/14/22        146,843   

 

Black Diamond CLO Ltd. Series 2006-1A, Class AD(c)

  

  237,505        0.477       04/29/19        233,207   

 

Ocean Trails CLO I Series 2006-1X, Class A1

  

  1,556,728        0.477       10/12/20        1,547,082   

 

OFSI Fund V Ltd. Series 2013-5A(c)

  

  950,000        0.000       04/17/25        940,595   

 

Red River CLO Ltd. Series 1A, Class A(c)

  

  526,846        0.495       07/27/18        523,667   
     

 

 

 
        6,726,484   

 

 

 

 

Home Equity(a)(b) – 0.2%

  

  GMAC Mortgage Corp. Loan Trust Series 2007-HE3, Class 1A1   
  83,406        7.000       09/25/37        82,905   
  GMAC Mortgage Corp. Loan Trust Series 2007-HE3, Class 2A1   
  126,042        6.858       09/25/37        125,118   
     

 

 

 
        208,023   

 

 

 

 

Student Loans(a) – 0.6%

  

 

Access Group, Inc. Series 2005-2, Class A3(b)

  

  420,250        0.408       11/22/24        417,530   

 

College Loan Corp. Trust Series 2004-1, Class A4

  

  150,000        0.419       04/25/24        149,082   

 

College Loan Corp. Trust Series 2006-1, Class A3

  

  107,897        0.319       10/25/25        107,884   
     

 

 

 
        674,496   

 

 

 
  TOTAL ASSET-BACKED SECURITIES     
  (Cost $7,514,805)      $ 7,609,003   

 

 

 
     
  Foreign Debt Obligations – 3.1%   

 

Sovereign – 2.0%

  

 

 

Brazilian Government International Bond

  

$ 340,000        4.250 %     01/07/25      $ 344,250   

 

 

 
  Foreign Debt Obligations – (continued)   

 

Sovereign – (continued)

  

 

 

Mexico Government International Bond

  

$ 160,000        4.750 %     03/08/44      $ 162,800   
  10,000        5.750       10/12/10        10,625   

 

United Kingdom Treasury Gilt

  

GBP 1,000,000        2.750       01/22/15        1,732,707   
     

 

 

 
        2,250,382   

 

 

 

 

Supranational – 1.1%

  

 

Inter-American Development Bank

  

$ 200,000        1.000       02/27/18        193,244   

 

International Finance Corp.

  

  1,100,000        0.875        06/15/18        1,080,318   
     

 

 

 
        1,273,562   

 

 

 
  TOTAL FOREIGN DEBT OBLIGATIONS     
  (Cost $3,411,702)        $ 3,523,944   

 

 

 
     
  Municipal Debt Obligations – 1.3%   

 

California – 0.3%

  

 

California State Various Purpose GO Bonds Series 2010

  

$ 140,000        7.950     03/01/36      $ 170,660   
  105,000        7.625       03/01/40        154,900   
     

 

 

 
        325,560   

 

 

 

 

Illinois – 0.2%

  

 

Illinois State GO Bonds for Build America Bonds Series 2010-5

  

  250,000        7.350       07/01/35        302,710   

 

 

 

 

New York – 0.5%

  

 

Rensselaer Polytechnic Institute Taxable Bonds Series 2010

  

  475,000        5.600       09/01/20        544,594   

 

 

 

 

Ohio – 0.3%

  

 
 

American Municipal Power, Inc. RB Build America Bond
Series 2010 E RMKT

  
  

  250,000        6.270       02/15/50        307,545   

 

 

 
  TOTAL MUNICIPAL DEBT OBLIGATIONS   
  (Cost $1,224,971)        $ 1,480,409   

 

 

 
     
  Government Guarantee Obligations – 1.7%   

 

Hashemite Kingdom of Jordan Government AID Bond(f)

  

$ 700,000        2.503 %     10/30/20      $ 709,110   

 

Israel Government AID Bond(f)

  

  400,000        5.500       09/18/23        488,353   
  200,000        5.500       12/04/23        244,622   
  100,000        5.500       04/26/24        122,540   

 

Kommunalbanken AS(c)(g)

  

  300,000        1.000       09/26/17        298,819   

 

 

 
  TOTAL GOVERNMENT GUARANTEE OBLIGATIONS   
  (Cost $1,886,745)      $ 1,863,444   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

Schedule of Investments (continued)

June 30, 2014 (Unaudited)

 

Principal

Amount

    Interest
Rate
    Maturity
Date
    Value  
  U.S. Treasury Obligations – 22.7%   

 

United States Treasury Bonds

  

$ 4,200,000        3.625 %(h)      08/15/43      $ 4,436,796   
  700,000        3.750       11/15/43        756,070   
  700,000        3.625       02/15/44        738,815   
  1,000,000        3.375       05/15/44        1,006,760   

 

United States Treasury Inflation-Protected Securities

  

  628,464        0.125       01/15/22        632,882   
  721,381        0.625       01/15/24        747,870   
  496,890        2.500       01/15/29        627,478   
  305,166        1.375       02/15/44        336,208   

 

United States Treasury Notes

  

  9,000,000        0.375        01/31/16        9,013,141   
  1,800,000        1.500       01/31/19        1,798,938   
  500,000        1.625       04/30/19        500,940   
  700,000        1.500       05/31/19        696,444   
  900,000        1.625       06/30/19        899,964   
  1,300,000        2.250       04/30/21        1,312,792   
  700,000        2.125       06/30/21        699,839   

 

United States Treasury Principal-Only STRIPS(i)

  

  1,900,000        0.000       11/15/27        1,282,102   

 

 

 
  TOTAL U.S. TREASURY OBLIGATIONS   
  (Cost $24,974,405)      $ 25,487,039   

 

 

 
  TOTAL INVESTMENTS – 109.3%     
  (Cost $118,856,075)      $ 122,438,113   

 

 

 

 
 

LIABILITIES IN EXCESS OF
OTHER ASSETS – (9.3)%

 
  

    (10,408,850

 

 

 
  NET ASSETS – 100.0%      $ 112,029,263   

 

 

 

 

The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
(a)   Variable rate security. Interest rate or distribution rate disclosed is that which is in effect at June 30, 2014.
(b)   Securities with “Call” features with resetting interest rates. Maturity dates disclosed are the final maturity dates.
(c)   Exempt from registration under Rule 144A of the Securities Act of 1933. Under procedures approved by the Board of Trustees, such securities have been determined to be liquid by the Investment Adviser and may be resold, normally to qualified institutional buyers in transactions exempt from registration. Total market value of Rule 144A securities amounts to $13,850,666, which represents approximately 12.4% of net assets as of June 30, 2014.
(d)   Interest is based on the weighted net interest rate of the collateral.
(e)   TBA (To Be Announced) Securities are purchased/sold on a forward commitment basis with an approximate principal amount and no defined maturity date. The actual principal and maturity date will be determined upon settlement when the specific mortgage pools are assigned. Total market value of TBA securities (excluding forward sales contracts, if any) amounts to $11,649,883, which represents approximately 10.4% of net assets as of June 30, 2014.

 

(f)   Guaranteed by the United States Government. Total market value of these securities amounts to $1,564,625, which represents 1.4% of net assets as of June 30, 2014.
(g)   Guaranteed by a foreign government. Total market value of these securities amounts to $298,819, which represents 0.3% of net assets as of June 30, 2014.
(h)   All or a portion of security is segregated as collateral for initial margin requirements on futures transactions.
(i)   Issued with a zero coupon. Income is recognized through the accretion of discount.

 

Security ratings disclosed, if any, are issued by either Standard & Poor’s, Moody’s Investor Service or Fitch and are unaudited. A brief description of the ratings is available in the Fund’s Statement of Additional Information.

 

Investment Abbreviations:

BA

  —Banker Acceptance Rate

BRR

  —Bank Bill Reference Rate

EURIBOR

  —Euro Interbank Offered Rate

FHLMC

  —Federal Home Loan Mortgage Corp.

FNMA

  —Federal National Mortgage Association

GNMA

  —Government National Mortgage Association

GO

  —General Obligation

LIBOR

  —London Interbank Offered Rate

RB

  —Revenue Bond

REMIC

  —Real Estate Mortgage Investment Conduit

RMKT

  —Remarketed

STIBOR

  —Stockholm Interbank Offered Rate

STRIPS

 

—Separate Trading of Registered Interest and Principal of

    Securities

UK

  —United Kingdom
Currency Abbreviations:

AUD

  —Australian Dollar

CAD

  —Canadian Dollar

CHF

  —Swiss Franc

EUR

  —Euro

GBP

  —British Pound

JPY

  —Japanese Yen

NOK

  —Norwegian Krone

NZD

  —New Zealand Dollar

SEK

  —Swedish Krona
USD   —United States Dollar

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

ADDITIONAL INVESTMENT INFORMATION

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTSAt June 30, 2014, the Fund had the following forward foreign currency exchange contracts:

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS WITH UNREALIZED GAIN

 

Counterparty     

Contracts to

Buy/Sell

    

Settlement

Date

    

Current

Value

      

Unrealized

Gain

 
Bank of America NA      CAD/CHF      09/17/14      $ 66,939         $ 355   
     GBP/EUR      09/17/14        187,775           126   
     JPY/USD      09/17/14        375,470           1,470   
     NZD/USD      09/17/14        92,996           698   
Barclays Bank PLC      CAD/CHF      09/17/14        100,408           331   
     EUR/GBP      09/17/14        94,509           53   
     EUR/NOK      09/17/14        94,510           1,049   
     EUR/USD      09/17/14        94,510           731   
BNP Paribas SA      EUR/USD      09/17/14        94,509           1,096   
Citibank NA      EUR/USD      09/17/14        1,379,221           14,217   
     GBP/USD      09/17/14        423,390           7,699   
     USD/SEK      09/17/14        460,941           1,552   
JPMorgan Chase Bank NA      EUR/NOK      09/17/14        187,649           196   
     JPY/USD      09/17/14        280,168           168   

Morgan Stanley Co., Inc.

     EUR/USD      09/17/14        94,509           1,045   
TOTAL                 $ 30,786   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

Schedule of Investments (continued)

June 30, 2014 (Unaudited)

 

ADDITIONAL INVESTMENT INFORMATION (continued)

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS WITH UNREALIZED LOSS

 

Counterparty     

Contracts to

Buy/Sell

    

Settlement

Date

    

Current

Value

      

Unrealized

Loss

 
Bank of America NA      EUR/CHF      09/17/14      $ 94,510         $ (187
     USD/CHF      09/17/14        306,731           (4,469
Barclays Bank PLC      USD/CAD      09/17/14        384,814           (8,814
     USD/CHF      09/17/14        346,649           (5,048
BNP Paribas SA      EUR/CHF      09/17/14        187,649           (422
     USD/AUD      09/17/14        192,804           (1,667
     USD/CHF      09/17/14        689,842           (10,342
     USD/EUR      09/17/14        187,650           (77
     USD/GBP      09/17/14        752,530           (5,681
     USD/JPY      09/17/14        495,842           (4,172
     USD/NZD      09/17/14        399,520           (11,540
Citibank NA      USD/CAD      09/17/14        396,537           (9,161
     USD/CHF      09/17/14        348,234           (4,568
Deutsche Bank AG      USD/GBP      07/24/14        2,282,514           (51,482
JPMorgan Chase Bank NA      NOK/EUR      09/17/14        643,268           (14,189
     USD/AUD      09/17/14        192,804           (1,644
Morgan Stanley Co., Inc.      USD/EUR      09/17/14        471,178           (2,388
State Street Bank      EUR/GBP      09/17/14        94,510           (550
     NOK/EUR      09/17/14        182,459           (6,560
     USD/CHF      09/17/14        347,641           (4,676
     USD/EUR      09/17/14        93,923           (384
     USD/JPY      09/17/14        677,240           (5,124
Westpac Banking Corp.      USD/EUR      07/31/14        748,179           (6,695
     USD/AUD      09/17/14        573,726           (5,361
       USD/NZD      09/17/14        297,238           (355
TOTAL                               $ (165,556

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

ADDITIONAL INVESTMENT INFORMATION (continued)

 

FORWARD SALES CONTRACTSAt June 30, 2014, the Fund had the following forward sales contracts:

 

Description     

Interest

Rate

      

Maturity

Date(e)

      

Settlement

Date

      

Principal

Amount

       Value  
FNMA        3.000        TBA-30yr           07/25/44         $ (2,000,000      $ (1,975,937

FNMA

       5.000           TBA-30yr           07/01/44           (1,000,000        (1,110,469
TOTAL (Proceeds Receivable: $3,055,938)                               $ (3,086,406

FUTURES CONTRACTSAt June 30, 2014, the Fund had the following futures contracts:

 

Type     

Number of

Contracts

Long (Short)

    

Expiration

Date

    

Current

Value

      

Unrealized

Gain (Loss)

 
90 Day Eurodollar      1      December 2015      $ 247,663         $ 418   
90 Day Eurodollar      (37)      September 2016        (9,091,363        (16,061
90 Day Eurodollar      (58)      December 2016        (14,213,625        (44,401
90 Day Eurodollar      (37)      March 2017        (9,047,888        (15,110
90 Day Eurodollar      (39)      June 2017        (9,517,463        (8,639
Euro-BTP Italian Government Bonds      5      September 2014        863,891           10,750   
Euro-Bund      9      September 2014        1,811,707           19,569   
Euro-OAT      (6)      September 2014        (1,154,566        (5,651
Long Gilt      (13)      September 2014        (2,445,522        3,986   
U.S. Long Bond      (1)      September 2014        (137,188        (1,971
U.S. Ultra Long Treasury Bonds      (3)      September 2014        (449,813        (6,182
2 Year U.S. Treasury Notes      47      September 2014        10,320,906           (7,032
5 Year U.S. Treasury Notes      (51)      September 2014        (6,092,508        12,032   
10 Year Japanese Government Bonds      (1)      September 2014        (1,437,738        (4,712

10 Year U.S. Treasury Notes

     (14)      September 2014        (1,752,406        (9,242
TOTAL                               $ (72,246

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

Schedule of Investments (continued)

June 30, 2014 (Unaudited)

 

ADDITIONAL INVESTMENT INFORMATION (continued)

SWAP CONTRACTSAt June 30, 2014, the Fund had the following swap contracts:

CENTRALLY CLEARED INTEREST RATE SWAP CONTRACTS

 

         

Rates Exchanged

     Market Value  

Notional

Amount

(000’s)(a)

   

Termination

Date

 

Payments

Received

    

Payments

Made

    

Upfront

Payments

Made (Received)

      

Unrealized

Gain (Loss)

 

 

 

   

 

 

 

    

 

    

 

 

      

 

 

 
AUD 810      09/17/19   6 Month BBR      3.750%        $(7,348        $(7,345
EUR 790      09/17/19   1.500%      6 Month EURIBOR        32,748           10,064   
GBP 720      09/17/19   2.250          6 Month LIBOR        2,860           (4,920
NZD 1,190      09/17/19   4.500          3 Month BBR        (598        (6,762
SEK 7,180      09/17/19   3 Month STIBOR      1.750            (9,938        (7,759
$ 1,160      09/17/19   3 Month LIBOR      2.250            (17,098        (7,031
GBP 220      03/20/24   6 Month LIBOR      3.750            (3,040        (1,979
$ 360      03/20/24   4.250          3 Month LIBOR        3,083           6,539   
AUD 280      09/17/24   4.500          6 Month BBR        6,867           4,953   
CAD 480      09/17/24   2.750          3 Month BA        (657        1,550   
EUR 340      09/17/24   6 Month EURIBOR      2.250            (27,483        (6,605
JPY 80,510      09/17/24   6 Month LIBOR      0.750            2,496           (3,600
NZD 230      09/17/24   5.000          3 Month BBR        1,457           (473
  TOTAL                          $(16,651        $(23,368

(a) Represents forward starting interest rate swaps whose effective dates of commencement of accruals and cash flows occur subsequent to June 30, 2014.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST EQUITY INDEX FUND

 

Schedule of Investments

June 30, 2014 (Unaudited)

 

    
Shares
     Description    Value  
  Common Stocks – 99.6%   

 

Automobiles & Components – 1.2%

  

  2,544       BorgWarner, Inc.    $ 165,843   
  3,065       Delphi Automotive PLC      210,688   
  43,209       Ford Motor Co.      744,923   
  14,314       General Motors Co.      519,598   
  2,402       Harley-Davidson, Inc.      167,780   
  7,274       Johnson Controls, Inc.      363,191   
  2,723       The Goodyear Tire & Rubber Co.      75,645   
     

 

 

 
        2,247,668   

 

 

 

 

Banks – 6.0%

  

  116,061       Bank of America Corp.      1,783,858   
  7,744       BB&T Corp.      305,346   
  33,341       Citigroup, Inc.      1,570,361   
  1,971       Comerica, Inc.      98,865   
  9,346       Fifth Third Bancorp      199,537   
  5,171       Hudson City Bancorp, Inc.      50,831   
  9,449       Huntington Bancshares, Inc.      90,143   
  41,603       JPMorgan Chase & Co.      2,397,165   
  9,988       KeyCorp      143,128   
  1,390       M&T Bank Corp.      172,429   
  3,438       People’s United Financial, Inc.      52,154   
  15,589       Regions Financial Corp.      165,555   
  5,827       SunTrust Banks, Inc.      233,430   
  5,840       The PNC Financial Services Group, Inc.      520,052   
  20,086       U.S. Bancorp      870,126   
  52,814       Wells Fargo & Co.      2,775,904   
  2,089       Zions Bancorporation      61,563   
     

 

 

 
        11,490,447   

 

 

 

 

Capital Goods – 7.8%

  

  6,842       3M Co.      980,048   
  1,011       Allegion PLC      57,303   
  2,694       AMETEK, Inc.      140,842   
  7,017       Caterpillar, Inc.      762,537   
  1,916       Cummins, Inc.      295,620   
  6,598       Danaher Corp.      519,461   
  4,034       Deere & Co.      365,279   
  1,898       Dover Corp.      172,623   
  5,258       Eaton Corp. PLC      405,812   
  7,688       Emerson Electric Co.      510,176   
  2,957       Fastenal Co.      146,342   
  1,553       Flowserve Corp.      115,466   
  1,759       Fluor Corp.      135,267   
  3,552       General Dynamics Corp.      413,986   
  110,456       General Electric Co.      2,902,784   
  8,630       Honeywell International, Inc.      802,159   
  4,266       Illinois Tool Works, Inc.      373,531   
  2,862       Ingersoll-Rand PLC      178,904   
  1,491       Jacobs Engineering Group, Inc.*      79,440   
  1,110       Joy Global, Inc.      68,354   
  967       L-3 Communications Holdings, Inc.      116,765   
  2,992       Lockheed Martin Corp.      480,904   
  3,792       Masco Corp.      84,182   
  2,392       Northrop Grumman Corp.      286,155   

 

 

 
  Common Stocks – (continued)   

 

Capital Goods – (continued)

  

  3,927       PACCAR, Inc.    $ 246,733   
  1,217       Pall Corp.      103,920   
  1,618       Parker Hannifin Corp.      203,431   
  2,162       Pentair PLC      155,923   
  1,586       Precision Castparts Corp.      400,306   
  2,397       Quanta Services, Inc.*      82,888   
  3,393       Raytheon Co.      313,004   
  1,476       Rockwell Automation, Inc.      184,736   
  1,449       Rockwell Collins, Inc.      113,225   
  1,080       Roper Industries, Inc.      157,691   
  655       Snap-on, Inc.      77,631   
  1,725       Stanley Black & Decker, Inc.      151,490   
  3,182       Textron, Inc.      121,839   
  7,441       The Boeing Co.      946,718   
  9,275       United Technologies Corp.      1,070,799   
  671       W.W. Grainger, Inc.      170,615   
  2,047       Xylem, Inc.      79,997   
     

 

 

 
        14,974,886   

 

 

 

 

Commercial & Professional Services – 0.7%

  

  1,124       Cintas Corp.      71,419   
  1,362       Equifax, Inc.      98,799   
  1,926       Iron Mountain, Inc.      68,277   
  3,149       Nielsen NV      152,443   
  2,265       Pitney Bowes, Inc.      62,559   
  3,038       Republic Services, Inc.      115,353   
  1,566       Robert Half International, Inc.      74,761   
  912       Stericycle, Inc.*      107,999   
  2,008       The ADT Corp.      70,160   
  420       The Dun & Bradstreet Corp.      46,284   
  5,016       Tyco International Ltd.      228,730   
  4,791       Waste Management, Inc.      214,301   
     

 

 

 
     1,311,085   

 

 

 

 

Consumer Durables & Apparel – 1.3%

  
  3,125       Coach, Inc.      106,844   
  3,216       D.R. Horton, Inc.      79,049   
  512       Fossil Group, Inc.*      53,514   
  1,400       Garmin Ltd.      85,260   
  722       Harman International Industries, Inc.      77,564   
  1,259       Hasbro, Inc.      66,790   
  1,571       Leggett & Platt, Inc.      53,854   
  1,923       Lennar Corp. Class A      80,728   
  3,689       Mattel, Inc.      143,760   
  1,988       Michael Kors Holdings Ltd.*      176,236   
  654       Mohawk Industries, Inc.*      90,474   
  3,015       Newell Rubbermaid, Inc.      93,435   
  8,141       NIKE, Inc. Class B      631,335   
  3,901       PulteGroup, Inc.      78,644   
  923       PVH Corp.      107,622   
  675       Ralph Lauren Corp.      108,466   
  1,800       Under Armour, Inc. Class A*      107,082   
  3,887       VF Corp.      244,881   
  845       Whirlpool Corp.      117,641   
     

 

 

 
        2,503,179   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST EQUITY INDEX FUND

 

Schedule of Investments (continued)

June 30, 2014 (Unaudited)

 

    
Shares
     Description    Value  
  Common Stocks – (continued)   

 

Consumer Services – 1.7%

  

  4,812       Carnival Corp.    $ 181,172   
  337       Chipotle Mexican Grill, Inc.*      199,676   
  1,449       Darden Restaurants, Inc.      67,045   
  50       Graham Holdings Co. Class B      35,905   
  3,039       H&R Block, Inc.      101,867   
  2,416       Marriott International, Inc. Class A      154,866   
  10,805       McDonald’s Corp.      1,088,496   
  8,319       Starbucks Corp.      643,724   
  2,087       Starwood Hotels & Resorts Worldwide, Inc.      168,671   
  1,376       Wyndham Worldwide Corp.      104,191   
  907       Wynn Resorts Ltd.      188,257   
  4,900       Yum! Brands, Inc.      397,880   
     

 

 

 
        3,331,750   

 

 

 

 

Diversified Financials – 5.0%

  

  600       Affiliated Managers Group, Inc.*      123,240   
  9,973       American Express Co.      946,138   
  2,068       Ameriprise Financial, Inc.      248,160   
  19,779       Berkshire Hathaway, Inc. Class B*      2,503,230   
  1,392       BlackRock, Inc.      444,883   
  6,263       Capital One Financial Corp.      517,324   
  3,467       CME Group, Inc.      245,984   
  5,132       Discover Financial Services      318,081   
  3,134       E*TRADE Financial Corp.*      66,629   
  4,414       Franklin Resources, Inc.      255,306   
  1,273       Intercontinental Exchange, Inc.      240,470   
  4,737       Invesco Ltd.      178,822   
  1,164       Legg Mason, Inc.      59,725   
  3,475       Leucadia National Corp.      91,114   
  2,965       McGraw Hill Financial, Inc.      246,184   
  2,042       Moody’s Corp.      179,002   
  15,335       Morgan Stanley      495,781   
  4,077       Navient Corp.      72,204   
  2,499       Northern Trust Corp.      160,461   
  4,767       State Street Corp.      320,628   
  2,826       T. Rowe Price Group, Inc.      238,543   
  12,380       The Bank of New York Mellon Corp.      464,002   
  12,838       The Charles Schwab Corp.      345,727   
  4,633       The Goldman Sachs Group, Inc.(a)      775,749   
  1,336       The NASDAQ OMX Group, Inc.      51,596   
     

 

 

 
        9,588,983   

 

 

 

 

Energy – 10.8%

  

  5,543       Anadarko Petroleum Corp.      606,792   
  4,333       Apache Corp.      435,986   
  4,788       Baker Hughes, Inc.      356,467   
  4,600       Cabot Oil & Gas Corp.      157,044   
  2,263       Cameron International Corp.*      153,228   
  5,492       Chesapeake Energy Corp.      170,691   
  20,877       Chevron Corp.      2,725,492   
  1,000       Cimarex Energy Co.      143,460   
  13,422       ConocoPhillips      1,150,668   
  2,581       CONSOL Energy, Inc.      118,907   
  3,836       Denbury Resources, Inc.      70,813   

 

 

 
  Common Stocks – (continued)   

 

Energy – (continued)

  

  4,244       Devon Energy Corp.    $ 336,974   
  819       Diamond Offshore Drilling, Inc.      40,647   
  2,513       Ensco PLC Class A      139,647   
  5,982       EOG Resources, Inc.      699,057   
  1,672       EQT Corp.      178,737   
  47,404       Exxon Mobil Corp.      4,772,635   
  2,616       FMC Technologies, Inc.*      159,759   
  9,316       Halliburton Co.      661,529   
  1,207       Helmerich & Payne, Inc.      140,145   
  3,014       Hess Corp.      298,054   
  7,425       Kinder Morgan, Inc.      269,230   
  7,645       Marathon Oil Corp.      305,188   
  3,206       Marathon Petroleum Corp.      250,292   
  1,948       Murphy Oil Corp.      129,503   
  2,954       Nabors Industries Ltd.      86,759   
  4,675       National Oilwell Varco, Inc.      384,986   
  1,540       Newfield Exploration Co.*      68,068   
  2,712       Noble Corp. PLC      91,015   
  3,972       Noble Energy, Inc.      307,671   
  8,668       Occidental Petroleum Corp.      889,597   
  2,334       ONEOK, Inc.      158,899   
  3,019       Peabody Energy Corp.      49,361   
  6,264       Phillips 66      503,814   
  1,584       Pioneer Natural Resources Co.      364,019   
  2,016       QEP Resources, Inc.      69,552   
  1,777       Range Resources Corp.      154,510   
  1,431       Rowan Companies PLC Class A      45,692   
  14,311       Schlumberger Ltd.      1,687,982   
  3,926       Southwestern Energy Co.*      178,594   
  7,398       Spectra Energy Corp.      314,267   
  1,434       Tesoro Corp.      84,133   
  8,090       The Williams Companies, Inc.      470,919   
  3,683       Transocean Ltd.      165,845   
  5,900       Valero Energy Corp.      295,590   
     

 

 

 
        20,842,218   

 

 

 

 

Food & Staples Retailing – 2.3%

  

  4,812       Costco Wholesale Corp.      554,150   
  12,938       CVS Caremark Corp.      975,137   
  2,606       Safeway, Inc.      89,490   
  6,524       Sysco Corp.      244,324   
  5,695       The Kroger Co.      281,504   
  9,576       Walgreen Co.      709,869   
  17,731       Wal-Mart Stores, Inc.      1,331,066   
  4,022       Whole Foods Market, Inc.      155,370   
     

 

 

 
        4,340,910   

 

 

 

 

Food, Beverage & Tobacco – 5.2%

  

  21,767       Altria Group, Inc.      912,908   
  7,273       Archer-Daniels-Midland Co.      320,812   
  1,762       Brown-Forman Corp. Class B      165,928   
  2,002       Campbell Soup Co.      91,712   
  2,587       Coca-Cola Enterprises, Inc.      123,607   
  4,593       ConAgra Foods, Inc.      136,320   
  1,800       Constellation Brands, Inc. Class A*      158,634   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST EQUITY INDEX FUND

 

    
Shares
     Description    Value  
  Common Stocks – (continued)   

 

Food, Beverage & Tobacco – (continued)

  

  2,148       Dr. Pepper Snapple Group, Inc.    $ 125,830   
  6,854       General Mills, Inc.      360,109   
  1,523       Hormel Foods Corp.      75,160   
  2,832       Kellogg Co.      186,063   
  1,396       Keurig Green Mountain, Inc.      173,956   
  6,596       Kraft Foods Group, Inc.      395,430   
  4,014       Lorillard, Inc.      244,734   
  1,412       McCormick & Co., Inc.      101,085   
  2,159       Mead Johnson Nutrition Co.      201,154   
  1,702       Molson Coors Brewing Co. Class B      126,220   
  18,635       Mondelez International, Inc. Class A      700,862   
  1,537       Monster Beverage Corp.*      109,173   
  16,682       PepsiCo, Inc.      1,490,370   
  17,399       Philip Morris International, Inc.      1,466,910   
  3,421       Reynolds American, Inc.      206,457   
  41,609       The Coca-Cola Co.      1,762,557   
  1,679       The Hershey Co.      163,484   
  1,090       The J.M. Smucker Co.      116,161   
  3,019       Tyson Foods, Inc. Class A      113,333   
     

 

 

 
        10,028,969   

 

 

 

 

Health Care Equipment & Services – 4.2%

  

  16,897       Abbott Laboratories      691,087   
  3,953       Aetna, Inc.      320,509   
  2,540       AmerisourceBergen Corp.      184,556   
  5,937       Baxter International, Inc.      429,245   
  2,136       Becton, Dickinson and Co.      252,689   
  14,620       Boston Scientific Corp.*      186,697   
  878       C. R. Bard, Inc.      125,563   
  3,750       Cardinal Health, Inc.      257,100   
  2,309       CareFusion Corp.*      102,404   
  3,305       Cerner Corp.*      170,472   
  3,014       Cigna Corp.      277,198   
  4,906       Covidien PLC      442,423   
  1,998       DaVita HealthCare Partners, Inc.*      144,495   
  1,506       DENTSPLY International, Inc.      71,309   
  1,138       Edwards Lifesciences Corp.*      97,686   
  8,496       Express Scripts Holding Co.*      589,028   
  1,698       Humana, Inc.      216,869   
  414       Intuitive Surgical, Inc.*      170,485   
  961       Laboratory Corp. of America Holdings*      98,406   
  2,526       McKesson Corp.      470,367   
  10,962       Medtronic, Inc.      698,937   
  908       Patterson Companies, Inc.      35,875   
  1,638       Quest Diagnostics, Inc.      96,134   
  3,153       St. Jude Medical, Inc.      218,345   
  3,226       Stryker Corp.      272,016   
  1,125       Tenet Healthcare Corp.*      52,808   
  10,902       UnitedHealth Group, Inc.      891,239   
  1,096       Varian Medical Systems, Inc.*      91,122   
  3,120       WellPoint, Inc.      335,743   
  1,874       Zimmer Holdings, Inc.      194,634   
     

 

 

 
        8,185,441   

 

 

 
  Common Stocks – (continued)   

 

Household & Personal Products – 2.0%

  

  4,817       Avon Products, Inc.    $ 70,376   
  9,561       Colgate-Palmolive Co.      651,869   
  4,103       Kimberly-Clark Corp.      456,336   
  1,455       The Clorox Co.      132,987   
  2,788       The Estee Lauder Companies, Inc. Class A      207,037   
  29,790       The Procter & Gamble Co.      2,341,196   
     

 

 

 
        3,859,801   

 

 

 

 

Insurance – 2.9%

  

  3,724       ACE Ltd.      386,179   
  4,968       Aflac, Inc.      309,258   
  16,036       American International Group, Inc.      875,245   
  3,294       Aon PLC      296,756   
  805       Assurant, Inc.      52,768   
  1,641       Cincinnati Financial Corp.      78,834   
  5,614       Genworth Financial, Inc. Class A*      97,684   
  4,975       Hartford Financial Services Group, Inc.      178,155   
  2,872       Lincoln National Corp.      147,736   
  3,315       Loews Corp.      145,893   
  6,054       Marsh & McLennan Companies, Inc.      313,718   
  12,304       MetLife, Inc.      683,610   
  2,973       Principal Financial Group, Inc.      150,077   
  5,059       Prudential Financial, Inc.      449,087   
  4,938       The Allstate Corp.      289,959   
  2,733       The Chubb Corp.      251,901   
  6,013       The Progressive Corp.      152,490   
  3,812       The Travelers Companies, Inc.      358,595   
  1,018       Torchmark Corp.      83,395   
  2,807       Unum Group      97,571   
  2,987       XL Group PLC      97,764   
     

 

 

 
        5,496,675   

 

 

 

 

Materials – 3.5%

  

  2,346       Air Products & Chemicals, Inc.      301,742   
  767       Airgas, Inc.      83,534   
  12,283       Alcoa, Inc.      182,894   
  1,171       Allegheny Technologies, Inc.      52,812   
  1,064       Avery Dennison Corp.      54,530   
  1,530       Ball Corp.      95,900   
  1,121       Bemis Co., Inc.      45,580   
  564       CF Industries Holdings, Inc.      135,659   
  10,156       E.I. du Pont de Nemours & Co.      664,609   
  1,683       Eastman Chemical Co.      147,010   
  2,990       Ecolab, Inc.      332,907   
  1,476       FMC Corp.      105,076   
  11,403       Freeport-McMoRan Copper & Gold, Inc.      416,209   
  925       International Flavors & Fragrances, Inc.      96,459   
  4,863       International Paper Co.      245,436   
  4,685       LyondellBasell Industries NV Class A      457,490   
  2,004       MeadWestvaco Corp.      88,697   
  5,778       Monsanto Co.      720,748   
  5,334       Newmont Mining Corp.      135,697   
  3,528       Nucor Corp.      173,754   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST EQUITY INDEX FUND

 

Schedule of Investments (continued)

June 30, 2014 (Unaudited)

 

    
Shares
     Description    Value  
  Common Stocks – (continued)   

 

Materials – (continued)

  

  1,826       Owens-Illinois, Inc.*    $ 63,253   
  1,529       PPG Industries, Inc.      321,319   
  3,213       Praxair, Inc.      426,815   
  2,170       Sealed Air Corp.      74,149   
  1,290       Sigma-Aldrich Corp.      130,909   
  13,320       The Dow Chemical Co.      685,447   
  3,757       The Mosaic Co.      185,784   
  944       The Sherwin-Williams Co.      195,323   
  1,627       United States Steel Corp.      42,367   
  1,457       Vulcan Materials Co.      92,884   
     

 

 

 
        6,754,993   

 

 

 

 

Media – 3.6%

  

  2,316       Cablevision Systems Corp. Class A      40,877   
  6,053       CBS Corp. Class B      376,133   
  28,533       Comcast Corp. Class A      1,531,651   
  5,177       DIRECTV*      440,097   
  2,465       Discovery Communications, Inc. Class A*      183,100   
  2,603       Gannett Co., Inc.      81,500   
  5,519       News Corp. Class A*      99,011   
  2,884       Omnicom Group, Inc.      205,398   
  1,216       Scripps Networks Interactive, Inc. Class A      98,666   
  4,811       The Interpublic Group of Companies, Inc.      93,863   
  17,862       The Walt Disney Co.      1,531,488   
  3,032       Time Warner Cable, Inc.      446,614   
  9,779       Time Warner, Inc.      686,975   
  21,240       Twenty-First Century Fox, Inc. Class A      746,586   
  4,349       Viacom, Inc. Class B      377,189   
     

 

 

 
        6,939,148   

 

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences – 9.0%

  

  17,414       AbbVie, Inc.      982,846   
  1,902       Actavis PLC*      424,241   
  3,632       Agilent Technologies, Inc.      208,622   
  2,187       Alexion Pharmaceuticals, Inc.*      341,719   
  3,279       Allergan, Inc.      554,872   
  8,324       Amgen, Inc.      985,312   
  2,602       Biogen Idec, Inc.*      820,437   
  18,023       Bristol-Myers Squibb Co.      874,296   
  8,892       Celgene Corp.*      763,645   
  10,791       Eli Lilly & Co.      670,877   
  2,643       Forest Laboratories, Inc.*      261,657   
  16,886       Gilead Sciences, Inc.*      1,400,018   
  1,816       Hospira, Inc.*      93,288   
  31,189       Johnson & Johnson      3,262,993   
  32,297       Merck & Co., Inc.      1,868,381   
  4,122       Mylan, Inc.*      212,530   
  1,321       PerkinElmer, Inc.      61,876   
  1,493       Perrigo Co. PLC      217,620   
  70,115       Pfizer, Inc.      2,081,013   
  873       Regeneron Pharmaceuticals, Inc.*      246,596   
  4,288       Thermo Fisher Scientific, Inc.      505,984   

 

 

 
  Common Stocks – (continued)   

 

Pharmaceuticals, Biotechnology & Life Sciences – (continued)

  

  2,554       Vertex Pharmaceuticals, Inc.*    $ 241,813   
  944       Waters Corp.*      98,591   
  5,541       Zoetis, Inc.      178,808   
     

 

 

 
        17,358,035   

 

 

 

 

Real Estate – 2.2%

  

  4,345       American Tower Corp. (REIT)      390,963   
  1,564       Apartment Investment & Management Co. Class A (REIT)      50,470   
  1,363       AvalonBay Communities, Inc. (REIT)      193,805   
  1,681       Boston Properties, Inc. (REIT)      198,660   
  3,090       CBRE Group, Inc. Class A*      99,004   
  3,665       Crown Castle International Corp. (REIT)      272,163   
  3,703       Equity Residential (REIT)      233,289   
  664       Essex Property Trust, Inc. (REIT)      122,780   
  5,875       General Growth Properties, Inc. (REIT)      138,415   
  4,918       HCP, Inc. (REIT)      203,507   
  3,187       Health Care REIT, Inc. (REIT)      199,729   
  8,465       Host Hotels & Resorts, Inc. (REIT)      186,315   
  4,663       Kimco Realty Corp. (REIT)      107,156   
  1,947       Plum Creek Timber Co., Inc. (REIT)      87,810   
  5,525       Prologis, Inc. (REIT)      227,022   
  1,595       Public Storage (REIT)      273,303   
  3,438       Simon Property Group, Inc. (REIT)      571,671   
  1,524       The Macerich Co. (REIT)      101,727   
  3,293       Ventas, Inc. (REIT)      211,081   
  1,930       Vornado Realty Trust (REIT)      205,989   
  6,479       Weyerhaeuser Co. (REIT)      214,390   
     

 

 

 
        4,289,249   

 

 

 

 

Retailing – 4.0%

  

  4,099       Amazon.com, Inc.*      1,331,273   
  499       AutoNation, Inc.*      29,780   
  372       AutoZone, Inc.*      199,481   
  2,330       Bed Bath & Beyond, Inc.*      133,695   
  3,095       Best Buy Co., Inc.      95,976   
  2,537       CarMax, Inc.*      131,949   
  3,265       Dollar General Corp.*      187,280   
  2,355       Dollar Tree, Inc.*      128,253   
  1,133       Expedia, Inc.      89,235   
  1,059       Family Dollar Stores, Inc.      70,042   
  1,274       GameStop Corp. Class A      51,559   
  1,681       Genuine Parts Co.      147,592   
  2,231       Kohl’s Corp.      117,529   
  2,648       L Brands, Inc.      155,332   
  11,003       Lowe’s Companies, Inc.      528,034   
  4,070       Macy’s, Inc.      236,141   
  654       Netflix, Inc.*      288,152   
  1,619       Nordstrom, Inc.      109,979   
  1,166       O’Reilly Automotive, Inc.*      175,600   
  1,150       PetSmart, Inc.      68,770   
  2,321       Ross Stores, Inc.      153,488   
  7,212       Staples, Inc.      78,178   
  6,901       Target Corp.      399,913   
  2,936       The Gap, Inc.      122,050   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST EQUITY INDEX FUND

 

 

 

    
Shares
     Description    Value  
  Common Stocks – (continued)   

 

Retailing – (continued)

  

  15,049       The Home Depot, Inc.    $ 1,218,367   
  571       The Priceline Group, Inc.*      686,913   
  1,246       Tiffany & Co.      124,912   
  7,771       TJX Companies, Inc.      413,029   
  1,547       Tractor Supply Co.      93,439   
  1,253       TripAdvisor, Inc.*      136,151   
  1,203       Urban Outfitters, Inc.*      40,734   
     

 

 

 
        7,742,826   

 

 

 

 

Semiconductors & Semiconductor Equipment – 2.3%

  

  3,519       Altera Corp.      122,320   
  3,428       Analog Devices, Inc.      185,352   
  13,238       Applied Materials, Inc.      298,517   
  2,706       Avago Technologies Ltd.      195,021   
  6,106       Broadcom Corp. Class A      226,655   
  780       First Solar, Inc.*      55,427   
  54,806       Intel Corp.      1,693,505   
  1,886       KLA-Tencor Corp.      136,999   
  1,760       Lam Research Corp.      118,941   
  2,650       Linear Technology Corp.      124,736   
  2,245       Microchip Technology, Inc.      109,578   
  11,571       Micron Technology, Inc.*      381,264   
  6,089       NVIDIA Corp.      112,890   
  11,949       Texas Instruments, Inc.      571,043   
  2,957       Xilinx, Inc.      139,896   
     

 

 

 
        4,472,144   

 

 

 

 

Software & Services – 9.9%

  

  7,009       Accenture PLC Class A      566,608   
  5,136       Adobe Systems, Inc.*      371,641   
  2,004       Akamai Technologies, Inc.*      122,364   
  557       Alliance Data Systems Corp.*      156,656   
  2,469       Autodesk, Inc.*      139,202   
  5,264       Automatic Data Processing, Inc.      417,330   
  3,612       CA, Inc.      103,809   
  1,766       Citrix Systems, Inc.*      110,463   
  6,732       Cognizant Technology Solutions Corp. Class A*      329,262   
  1,564       Computer Sciences Corp.      98,845   
  12,761       eBay, Inc.*      638,816   
  3,498       Electronic Arts, Inc.*      125,473   
  18,743       Facebook, Inc. Class A*      1,261,217   
  3,262       Fidelity National Information Services, Inc.      178,562   
  2,813       Fiserv, Inc.*      169,680   
  3,100       Google, Inc. Class A*      1,812,477   
  3,099       Google, Inc. Class C*      1,782,793   
  10,452       International Business Machines Corp.      1,894,634   
  3,097       Intuit, Inc.      249,402   
  11,188       Mastercard, Inc. Class A      821,982   
  82,819       Microsoft Corp.      3,453,552   
  38,025       Oracle Corp.      1,541,153   
  3,592       Paychex, Inc.      149,284   
  2,134       Red Hat, Inc.*      117,946   
  6,154       salesforce.com inc*      357,424   

 

 

 
  Common Stocks – (continued)   

 

Software & Services – (continued)

  

  7,577       Symantec Corp.    $ 173,513   
  1,832       Teradata Corp.*      73,647   
  6,184       The Western Union Co.      107,231   
  1,891       Total System Services, Inc.      59,396   
  1,449       VeriSign, Inc.*      70,726   
  5,585       Visa, Inc. Class A      1,176,815   
  12,294       Xerox Corp.      152,937   
  10,298       Yahoo!, Inc.*      361,769   
     

 

 

 
        19,146,609   

 

 

 

 

Technology Hardware & Equipment – 6.5%

  

  1,770       Amphenol Corp. Class A      170,522   
  66,449       Apple, Inc.      6,175,106   
  56,548       Cisco Systems, Inc.      1,405,218   
  14,502       Corning, Inc.      318,319   
  22,078       EMC Corp.      581,535   
  736       F5 Networks, Inc.*      82,020   
  1,526       FLIR Systems, Inc.      52,998   
  1,220       Harris Corp.      92,415   
  20,728       Hewlett-Packard Co.      698,119   
  2,092       Jabil Circuit, Inc.      43,723   
  5,189       Juniper Networks, Inc.*      127,338   
  2,453       Motorola Solutions, Inc.      163,296   
  3,733       NetApp, Inc.      136,329   
  18,542       QUALCOMM, Inc.      1,468,526   
  2,480       SanDisk Corp.      258,986   
  3,653       Seagate Technology PLC      207,563   
  4,546       TE Connectivity Ltd.      281,125   
  2,324       Western Digital Corp.      214,505   
     

 

 

 
        12,477,643   

 

 

 

 

Telecommunication Services – 2.4%

  

  57,194       AT&T, Inc.      2,022,380   
  6,422       CenturyLink, Inc.      232,476   
  11,552       Frontier Communications Corp.      67,464   
  45,495       Verizon Communications, Inc.      2,226,070   
  6,282       Windstream Holdings, Inc.      62,569   
     

 

 

 
        4,610,959   

 

 

 

 

Transportation – 2.0%

  

  1,615       C.H. Robinson Worldwide, Inc.      103,021   
  11,129       CSX Corp.      342,884   
  9,226       Delta Air Lines, Inc.      357,231   
  2,176       Expeditors International of Washington, Inc.      96,092   
  2,979       FedEx Corp.      450,961   
  1,247       Kansas City Southern      134,065   
  3,422       Norfolk Southern Corp.      352,569   
  600       Ryder System, Inc.      52,854   
  7,780       Southwest Airlines Co.      208,971   
  9,936       Union Pacific Corp.      991,116   
  7,821       United Parcel Service, Inc. Class B      802,904   
     

 

 

 
        3,892,668   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST EQUITY INDEX FUND

 

Schedule of Investments (continued)

June 30, 2014 (Unaudited)

 

    
Shares
     Description    Value  
  Common Stocks – (continued)   

 

Utilities – 3.1%

  

  7,046       AES Corp.    $ 109,565   
  1,371       AGL Resources, Inc.      75,446   
  2,693       Ameren Corp.      110,090   
  5,406       American Electric Power Co., Inc.      301,493   
  4,631       CenterPoint Energy, Inc.      118,276   
  2,929       CMS Energy Corp.      91,238   
  3,283       Consolidated Edison, Inc.      189,560   
  6,355       Dominion Resources, Inc.      454,510   
  1,920       DTE Energy Co.      149,510   
  7,772       Duke Energy Corp.      576,605   
  3,593       Edison International      208,789   
  1,951       Entergy Corp.      160,158   
  9,475       Exelon Corp.      345,648   
  4,578       FirstEnergy Corp.      158,948   
  921       Integrys Energy Group, Inc.      65,511   
  4,725       NextEra Energy, Inc.      484,218   
  3,526       NiSource, Inc.      138,713   
  3,524       Northeast Utilities      166,579   
  3,660       NRG Energy, Inc.      136,152   
  2,832       Pepco Holdings, Inc.      77,823   
  5,084       PG&E Corp.      244,134   
  1,214       Pinnacle West Capital Corp.      70,218   
  6,932       PPL Corp.      246,294   
  5,525       Public Service Enterprise Group, Inc.      225,365   
  1,546       SCANA Corp.      83,190   
  2,519       Sempra Energy      263,764   
  2,312       TECO Energy, Inc.      42,726   
  9,634       The Southern Co.      437,191   
  2,563       Wisconsin Energy Corp.      120,256   
  5,465       Xcel Energy, Inc.      176,137   
     

 

 

 
        6,028,107   

 

 

 
  TOTAL COMMON STOCKS   
  (Cost $98,404,329)    $ 191,914,393   

 

 

 

 

Principal
Amount
    Interest
Rate
  Maturity
Date
    Value  

 

U.S. Treasury Obligation(b)(c) – 0.1%

  

  United States Treasury Bill   
  $    100,000          0.000%     08/07/14      $       99,998   
  (Cost $99,999)     

 

 

 

 

TOTAL INVESTMENTS – 99.7%

  

 
  (Cost $98,504,328)      $ 192,014,391   

 

 

 

 
 

OTHER ASSETS IN EXCESS OF
LIABILITIES – 0.3%

 
  

    656,429   

 

 

 

 

NET ASSETS – 100.0%

  

  $ 192,670,820   

 

 

 

 

The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
*   Non-income producing security.
(a)   Represents an affiliated issuer.
(b)   Issued with a zero coupon. Income is recognized through the accretion of discount.
(c)   All or portion of security is segregated as collateral for initial margin requirements on futures transactions.

 

Investment Abbreviation:
REIT   —Real Estate Investment Trust

ADDITIONAL INVESTMENT INFORMATION

FUTURES CONTRACTSAt June 30, 2014, the Fund had the following futures contracts:

 

Type      Number of
Contracts
Long (Short)
       Expiration
Date
     Current
Value
       Unrealized
Gain (Loss)
 
S&P 500 E-mini Index        15         September 2014      $ 1,464,300         $ 18,022   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH OPPORTUNITIES FUND

 

Schedule of Investments

June 30, 2014 (Unaudited)

 

Shares      Description    Value  
  Common Stocks – 99.6%   

 

Automobiles & Components – 0.8%

  

  6,834       Tesla Motors, Inc.*    $ 1,640,570   

 

 

 

 

Banks – 2.3%

  

  47,532       First Republic Bank      2,613,785   
  221,475       MGIC Investment Corp.*      2,046,429   
     

 

 

 
        4,660,214   

 

 

 

 

Capital Goods – 12.1%

  

  48,443       AMETEK, Inc.      2,532,600   
  20,821       Flowserve Corp.      1,548,041   
  47,201       Graco, Inc.      3,685,454   
  25,469       Hubbell, Inc. Class B      3,136,507   
  15,907       Ingersoll-Rand PLC      994,347   
  50,762       Kennametal, Inc.      2,349,265   
  54,065       Quanta Services, Inc.*      1,869,568   
  84,041       Sensata Technologies Holding NV*      3,931,438   
  17,503       W.W. Grainger, Inc.      4,450,488   
     

 

 

 
        24,497,708   

 

 

 

 

Commercial & Professional Services – 1.3%

  

  33,770       Healthcare Services Group, Inc.      994,189   
  35,105       Waste Connections, Inc.      1,704,348   
     

 

 

 
        2,698,537   

 

 

 

 

Consumer Durables & Apparel – 7.6%

  

  78,465       Kate Spade & Co.*      2,992,655   
  33,133       PVH Corp.      3,863,308   
  15,697       Ralph Lauren Corp.      2,522,351   
  53,734       Toll Brothers, Inc.*      1,982,784   
  37,134       Under Armour, Inc. Class A*      2,209,102   
  27,907       VF Corp.      1,758,141   
     

 

 

 
        15,328,341   

 

 

 

 

Consumer Services – 4.7%

  

  5,337       Chipotle Mexican Grill, Inc.*      3,162,226   
  65,795       Norwegian Cruise Line Holdings Ltd.*      2,085,702   
  10,324       Panera Bread Co. Class A*      1,546,845   
  48,362       Tim Hortons, Inc.      2,646,852   
     

 

 

 
        9,441,625   

 

 

 

 

Diversified Financials – 5.0%

  

  22,734       Intercontinental Exchange, Inc.      4,294,452   
  167,146       Navient Corp.      2,960,156   
  185,817       SLM Corp.      1,544,139   
  15,861       T. Rowe Price Group, Inc.      1,338,827   
     

 

 

 
        10,137,574   

 

 

 

 

Energy – 5.7%

  

  38,932       Cameron International Corp.*      2,636,086   
  8,641       Core Laboratories NV      1,443,565   
  30,412       Dril-Quip, Inc.*      3,322,207   

 

 

 
  Common Stocks – (continued)   

 

Energy – (continued)

  

  19,441       Noble Energy, Inc.    $ 1,505,900   
  32,272       Whiting Petroleum Corp.*      2,589,828   
     

 

 

 
        11,497,586   

 

 

 

 

Food & Staples Retailing – 1.9%

  

  100,514       Whole Foods Market, Inc.      3,882,856   

 

 

 

 

Food, Beverage & Tobacco – 5.6%

  

  38,020       Coca-Cola Enterprises, Inc.      1,816,596   
  17,257       Keurig Green Mountain, Inc.      2,150,395   
  29,785       McCormick & Co., Inc.      2,132,308   
  34,110       The Hain Celestial Group, Inc.*      3,026,921   
  28,336       TreeHouse Foods, Inc.*      2,268,863   
     

 

 

 
        11,395,083   

 

 

 

 

Health Care Equipment & Services – 6.7%

  

  19,042       C. R. Bard, Inc.      2,723,196   
  66,249       CareFusion Corp.*      2,938,143   
  27,232       Cerner Corp.*      1,404,627   
  20,070       Henry Schein, Inc.*      2,381,707   
  122,622       HMS Holdings Corp.*      2,502,715   
  3,979       Intuitive Surgical, Inc.*      1,638,552   
     

 

 

 
        13,588,940   

 

 

 

 

Household & Personal Products – 1.2%

  

  35,081       Church & Dwight Co., Inc.      2,453,916   

 

 

 

 

Materials – 4.5%

  

  27,916       Airgas, Inc.      3,040,332   
  29,093       International Flavors & Fragrances, Inc.      3,033,818   
  14,711       The Sherwin-Williams Co.      3,043,853   
     

 

 

 
        9,118,003   

 

 

 

 

Media – 2.0%

  

  22,415       Discovery Communications, Inc. Class A*      1,664,986   
  29,310       Scripps Networks Interactive, Inc. Class A      2,378,214   
     

 

 

 
        4,043,200   

 

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences – 10.2%

  

  70,905       Agilent Technologies, Inc.      4,072,783   
  8,875       BioMarin Pharmaceutical, Inc.*      552,114   
  34,393       Cepheid, Inc.*      1,648,800   
  14,159       Incyte Corp. Ltd.*      799,134   
  15,422       Medivation, Inc.*      1,188,728   
  7,797       Mettler-Toledo International, Inc.*      1,974,044   
  93,887       Mylan, Inc.*      4,840,814   
  6,140       Regeneron Pharmaceuticals, Inc.*      1,734,366   
  4,400       Shire PLC ADR      1,036,156   
  28,032       Vertex Pharmaceuticals, Inc.*      2,654,070   
     

 

 

 
        20,501,009   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH OPPORTUNITIES FUND

 

Schedule of Investments (continued)

June 30, 2014 (Unaudited)

 

Shares      Description    Value  
  Common Stocks – (continued)   

 

Real Estate – 2.0%

  

  126,935       CBRE Group, Inc. Class A*    $ 4,066,997   

 

 

 

 

Retailing – 8.6%

  

  40,993       Dick’s Sporting Goods, Inc.      1,908,634   
  65,876       Dollar General Corp.*      3,778,647   
  78,432       Five Below, Inc.*      3,130,221   
  67,374       L Brands, Inc.      3,952,159   
  64,994       LKQ Corp.*      1,734,690   
  21,236       Restoration Hardware Holdings, Inc.*      1,976,010   
  10,392       Ulta Salon, Cosmetics & Fragrance, Inc.*      949,933   
     

 

 

 
        17,430,294   

 

 

 

 

Semiconductors & Semiconductor Equipment – 2.8%

  

  16,487       Linear Technology Corp.      776,043   
  100,773       Xilinx, Inc.      4,767,571   
     

 

 

 
        5,543,614   

 

 

 

 

Software & Services – 8.1%

  

  23,483       Equinix, Inc.*      4,933,544   
  20,899       FleetCor Technologies, Inc.*      2,754,488   
  19,758       Guidewire Software, Inc.*      803,360   
  17,809       LinkedIn Corp. Class A*      3,053,709   
  58,035       Pandora Media, Inc.*      1,712,033   
  34,890       ServiceNow, Inc.*      2,161,784   
  20,152       Twitter, Inc.*      825,627   
     

 

 

 
        16,244,545   

 

 

 

 

Technology Hardware & Equipment – 1.5%

  

  32,149       Amphenol Corp. Class A      3,097,235   

 

 

 

 

Telecommunication Services – 3.3%

  

  44,207       SBA Communications Corp. Class A*      4,522,376   
  50,949       tw telecom, inc.*      2,053,754   
     

 

 

 
        6,576,130   

 

 

 

 

Transportation – 1.7%

  

  31,320       Kansas City Southern      3,367,213   

 

 

 
  TOTAL INVESTMENTS – 99.6%   
  (Cost $150,056,630)    $ 201,211,190   

 

 

 

 
 

OTHER ASSETS IN EXCESS OF
LIABILITIES – 0.4%

     805,399   

 

 

 
  NET ASSETS – 100.0%    $ 202,016,589   

 

 

 

 

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

 

Investment Abbreviation:
ADR   —American Depositary Receipt

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST HIGH QUALITY FLOATING RATE FUND

 

Schedule of Investments

June 30, 2014 (Unaudited)

 

Principal

Amount

    Interest
Rate
    Maturity
Date
    Value  
  Mortgage-Backed Obligations – 62.3%   

 

Collateralized Mortgage Obligations – 47.6%

  

 

Agency Multi-Family(a) – 10.7%

  

 
 

FHLMC Multifamily Structured Pass-Through Certificates
Series KF02, Class A1

  
  

$ 2,443,979        0.580     07/25/20      $ 2,452,952   

 
 

FHLMC Multifamily Structured Pass-Through Certificates
Series KF03, Class A

  
  

  699,213        0.492       01/25/21        701,508   

 
 

FHLMC Multifamily Structured Pass-Through Certificates
Series KS02, Class A

  
  

  1,498,482        0.532       08/25/23        1,499,224   

 

FNMA

  

  187,142        2.800       03/01/18        195,579   
  478,349        3.864       05/01/18        516,492   
  110,000        3.968       05/01/18        119,276   
  400,000        4.656       06/01/19        439,797   
  94,767        3.530       10/01/20        101,159   
  89,942        3.615       12/01/20        96,933   
  378,683        3.762       12/01/20        409,999   
  195,788        4.521       06/01/21        217,309   

 

FNMA ACES Series 2013-M11, Class FA

  

  1,061,694        0.482       01/25/18        1,063,305   

 

FNMA ACES Series 2014-M5, Class FA

  

  397,136        0.583       01/25/17        397,775   

 

GNMA

  

  73,514        3.950       07/15/25        77,389   
     

 

 

 
        8,288,697   

 

 

 

 

Regular Floater(a) – 36.9%

  

 

Aire Valley Mortgages PLC Series 2006-1A, Class 1A(b)

  

  1,948,320        0.451       09/20/66        1,902,572   

 

FHLMC REMIC Series 3208, Class FG(c)

  

  1,941,699        0.552       08/15/36        1,946,759   

 

FHLMC REMIC Series 3307, Class FT

  

  2,849,743        0.392       07/15/34        2,858,000   

 

FHLMC REMIC Series 3311, Class KF

  

  4,324,149        0.492       05/15/37        4,328,589   

 

FHLMC REMIC Series 3371, Class FA(c)

  

  1,220,448        0.752       09/15/37        1,234,109   

 

FHLMC REMIC Series 4174, Class FB

  

  1,828,194        0.452       05/15/39        1,823,330   

 

FNMA REMIC Series 2006-82, Class F

  

  1,447,786        0.722       09/25/36        1,461,970   

 

FNMA REMIC Series 2006-96, Class FA

  

  1,475,573        0.452       10/25/36        1,479,982   

 

FNMA REMIC Series 2007-85, Class FC

  

  1,120,721        0.692       09/25/37        1,132,521   

 

FNMA REMIC Series 2008-8, Class FB

  

  1,793,861        0.972       02/25/38        1,812,009   

 

FNMA REMIC Series 2012-35, Class QF

  

  2,626,238        0.552       04/25/42        2,639,183   

 

GNMA Series 2005-48, Class AF

  

  1,411,254        0.353       06/20/35        1,405,611   

 

Granite Master Issuer PLC Series 2006-3, Class A4

  

  239,374        0.233       12/20/54        237,706   

 

 

 
  Mortgage-Backed Obligations – (continued)   

 

Regular Floater(a) – (continued)

  

 

Granite Master Issuer PLC Series 2007-1, Class 2A1

  

$ 1,131,586        0.293 %     12/20/54      $ 1,124,760   

 

Leek Finance Number Eighteen PLC Series 18X, Class A2B

  

  150,108        0.490       09/21/38        155,923   

 

Leek Finance Number Seventeen PLC Series 17A, Class A2B(b)

  

  66,320        0.510       12/21/37        69,258   

 
 

National Credit Union Administration Guaranteed Notes Trust
Series 2011-R1, Class 1A(c)

  
  

  3,080,287        0.602        01/08/20        3,094,004   
     

 

 

 
        28,706,286   

 

 

 
 
 
TOTAL COLLATERALIZED
MORTGAGE OBLIGATIONS
  
  
  $ 36,994,983   

 

 

 

 

Commercial Mortgage-Backed Securities – 2.9%

  

 

Regular Floater(a)(b) – 2.6%

  

 
 

Commercial Mortgage Pass-Through Certificates
Series 2014-KYO, Class A

  
  

$ 900,000        1.054     06/11/27      $ 900,703   

 
 

JP Morgan Chase Commercial Mortgage Securities Trust
Series 2014-FBLU, Class A

  
  

  1,100,000        1.102       12/15/28        1,100,000   
     

 

 

 
        2,000,703   

 

 

 

 

Sequential Fixed Rate(a) – 0.3%

  

 
 
 
Banc of America Commercial Mortgage Trust Series 2006-3,
Class A4
  
  
  196,016        5.889       07/10/44        211,372   

 

 

 
 
 
TOTAL COMMERCIAL MORTGAGE-
BACKED SECURITIES
 
  
  $ 2,212,075   

 

 

 

 

Federal Agencies – 11.8%

  

 

Adjustable Rate FHLMC(a) – 6.1%

  

  284,295        2.375       09/01/35        301,793   
  756,346        2.485       12/01/36        812,697   
  1,042,247        2.800       04/01/37        1,116,507   
  809,133        2.441       01/01/38        861,689   
  439,055        2.252       05/01/35        465,028   
  1,080,639        2.406       01/01/38        1,160,077   
     

 

 

 
        4,717,791   

 

 

 

 

Adjustable Rate FNMA(a) – 5.0%

  

  107,497        1.852       05/01/33        112,137   
  306,062        2.333       05/01/35        324,550   
  808,851        2.840       06/01/35        852,119   
  963,946        2.228       11/01/35        1,028,958   
  164,815        2.402       12/01/35        175,661   
  584,304        2.532       03/01/37        625,826   
  722,131        2.293       12/01/37        764,859   
     

 

 

 
        3,884,110   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST HIGH QUALITY FLOATING RATE FUND

 

Schedule of Investments (continued)

June 30, 2014 (Unaudited)

 

Principal

Amount

    Interest
Rate
    Maturity
Date
    Value  
  Mortgage-Backed Obligations – (continued)   

 

Adjustable Rate GNMA(a) – 0.7%

  

$ 555,733        1.625 %     04/20/33      $ 578,386   

 

 

 
  TOTAL FEDERAL AGENCIES      $ 9,180,287   

 

 

 
 
 
TOTAL MORTGAGE-BACKED
OBLIGATIONS
  
  
 
  (Cost $48,133,164)        $ 48,387,345   

 

 

 
     
  Asset-Backed Securities(a) – 35.6%   

 

Auto(a) – 1.6%

  

   

 

Ally Master Owner Trust Series 2013-1, Class A1

  

$ 1,250,000        0.602     02/15/18      $ 1,252,912   

 

 

 

 

Collateralized Loan Obligations(a) 9.6%

  

 

Acis CLO Ltd. Series 2013-2A, Class A(b)

  

  925,000        1.854       10/14/22        905,532   

 

Black Diamond CLO Ltd. Series 2006-1A, Class AD(b)

  

  427,510        0.477       04/29/19        419,773   

 

Brentwood CLO Corp. Series 2006-1A, Class A1A(b)

  

  1,194,030        0.495        02/01/22        1,179,208   

 

Brentwood CLO Corp. Series 2006-1A, Class A1B(b)

  

  496,335        0.495       02/01/22        490,173   

 

KKR Financial CLO Ltd. Series 2007-1A, Class A(b)

  

  1,383,143        0.574       05/15/21        1,366,397   

 

OZLM Funding III Ltd. Series 2013-3A, Class A1(b)

  

  500,000        1.558       01/22/25        497,601   

 

Westbrook CLO Ltd. Series 2006-1X, Class A1

  

  580,334        0.471       12/20/20        575,304   

 

Westchester CLO Ltd. Series 2007-1X, Class A1A

  

  2,006,327        0.450       08/01/22        1,982,878   
     

 

 

 
        7,416,866   

 

 

 

 

Credit Card(a) 1.3%

  

 

Bank of America Credit Card Trust Series 2014-A1, Class A

  

  1,000,000        0.532       06/15/21        1,001,137   

 

 

 

 

Home Equity(b) 3.0%

  

 
 

HLSS Servicer Advance Receivables Trust Series 2013-T5,
Class AT5

  
  

  650,000        1.979       08/15/46        653,380   

 
 

HLSS Servicer Advance Receivables Trust Series 2014-T1,
Class AT1

  
  

  1,250,000        1.244       01/17/45        1,252,574   

 
 

New Residential Advance Receivables Trust Series 2014-T1,
Class A1

  
  

  450,000        1.274       03/15/45        450,495   
     

 

 

 
        2,356,449   

 

 

 

 

Student Loans(a) 20.1%

  

 

Academic Loan Funding Trust Series 2013-1A, Class A(b)

  

  1,077,974        0.952       12/26/44        1,079,615   

 
 

Access to Loans for Learning Student Loan Corp. Series 2013-I,
Class A

  
  

  720,180        0.952       02/25/41        725,661   

 

 

 
  Asset-Backed Securities(a) – (continued)   

 

Student Loans(a) (continued)

  

 

Brazos Higher Education Authority Series 2005-2, Class A10(c)

  

$ 605,630        0.353 %     12/26/19      $ 603,239   

 

College Loan Corp. Trust Series 2004-1, Class A4

  

  100,000        0.419       04/25/24        99,388   

 

Education Loan Asset-Backed Trust I Series 2013-1, Class A1(b)

  

  593,661        0.952       06/25/26        600,121   

 

Educational Funding of the South, Inc. Series 2011-1, Class A2(c)

  

  1,000,000        0.879       04/25/35        1,002,485   

 

Educational Services of America, Inc. Series 2010-1, Class A1(b)(c)

  

  2,120,876        1.079       07/25/23        2,134,753   

 

Educational Services of America, Inc. Series 2014-1, Class A(b)(c)

  

  609,164        0.852       02/25/39        612,743   

 

EFS Volunteer No. 3 LLC Series 2012-1, Class A2(b)

  

  1,750,000        1.152       02/25/25        1,777,480   

 

GCO Education Loan Funding Trust Series 2006-1, Class A8L

  

  751,991        0.357       05/25/25        724,105   

 
 

Montana Higher Education Student Assistance Corp.
Series 2012-1, Class A2

 
  

  1,274,535        1.153       05/20/30        1,297,809   

 

Nelnet Student Loan Trust Series 2008-3, Class A4(c)

  

  1,200,000        1.877       11/25/24        1,243,813   

 
 

Panhandle-Plains Higher Education Authority, Inc. Series 2011-1,
Class A2

  
  

  1,122,229        1.183        07/01/24        1,135,913   

 

SLM Student Loan Trust Series 2003-12, Class A5(b)

  

  334,771        0.511       09/15/22        334,771   

 

SLM Student Loan Trust Series 2005-9, Class A6

  

  650,000        0.779       10/26/26        650,534   

 

SLM Student Loan Trust Series 2008-5, Class A4(c)

  

  300,000        1.929       07/25/23        313,482   

 

SLM Student Loan Trust Series 2011-2, Class A1

  

  1,103,609        0.752       11/25/27        1,111,237   

 

SLM Student Loan Trust Series 2012-2, Class A(c)

  

  203,255        0.852       01/25/29        204,870   
     

 

 

 
        15,652,019   

 

 

 
  TOTAL ASSET-BACKED SECURITIES     
  (Cost $27,580,203)        $ 27,679,383   

 

 

 
  TOTAL INVESTMENTS – 97.9%   
  (Cost $75,713,367)      $ 76,066,728   

 

 

 
 
 
OTHER ASSETS IN EXCESS OF
    LIABILITIES – 2.1%
  
  
    1,662,666   

 

 

 

 

NET ASSETS – 100.0%

  

    $ 77,729,394   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST HIGH QUALITY FLOATING RATE FUND

 

 

The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
(a)   Variable rate security. Interest rate or distribution rate disclosed is that which is in effect at June 30, 2014.
(b)   Exempt from registration under Rule 144A of the Securities Act of 1933. Under procedures approved by the Board of Trustees, such securities have been determined to be liquid by the Investment Adviser and may be resold, normally to qualified institutional buyers in transactions exempt from registration. Total market value of Rule 144A securities amounts to $17,727,149, which represents approximately 22.8% of net assets as of June 30, 2014.
(c)   Securities with “Call” features with resetting interest rates. Maturity dates disclosed are the final maturity dates.

 

Investment Abbreviations:

FHLMC

  —Federal Home Loan Mortgage Corp.

FNMA

  —Federal National Mortgage Association

GNMA

  —Government National Mortgage Association
REMIC   —Real Estate Mortgage Investment Conduit

ADDITIONAL INVESTMENT INFORMATION

FUTURES CONTRACTSAt June 30, 2014, the Fund had the following futures contracts:

 

Type      Number of
Contracts
Long (Short)
    

Expiration

Date

    

Current

Value

      

Unrealized

Gain (Loss)

 
U.S. Long Bond      (26)      September 2014      $ (3,566,875      $ (2,226
U.S. Ultra Long Treasury Bonds      3      September 2014        449,813           5,667   
2 Year U.S. Treasury Notes      25      September 2014        5,489,844           (4,542
5 Year U.S. Treasury Notes      (73)      September 2014        (8,720,648        10,085   

10 Year U.S. Treasury Notes

     43      September 2014        5,382,391           (7,651
TOTAL                               $ 1,333   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Statements of Assets and Liabilities

June 30, 2014 (Unaudited)

 

     Core Fixed Income
Fund
     Equity Index
Fund
     Growth
Opportunities
Fund
     High Quality
Floating Rate Fund
 
           
Assets:                            

Investments in unaffiliated issuers, at value (cost $118,856,075, $97,964,521, $150,056,630 and $75,713,367)

   $ 122,438,113       $ 191,238,642       $ 201,211,190       $ 76,066,728   

Investments in affiliated issuer, at value (cost $539,807 for Equity Index Fund)

             775,749                   

Cash

     348,627         810,059         385,409         2,220,114   

Foreign currencies, at value (cost $47,107 for Core Fixed Income Fund)

     47,299                           

Receivables:

           

Investments sold on an extended-settlement basis

     14,802,734                         52,688   

Investments sold

     1,265,626                 4,488,363           

Interest and dividends

     699,739         203,622         47,074         65,872   

Reimbursement from investment adviser

     62,986         58,823         91,854         14,264   

Collateral on certain derivative contracts(a)

     55,365                         346,000   

Unrealized gain on forward foreign currency exchange contracts

     30,786                           

Fund shares sold

     3,930         18,947         5,020         57,410   

Variation margin on certain derivative contracts

             298                   

Other assets

     5,722         9,079         18,331         6,975   
Total assets      139,760,927         193,115,219         206,247,241         78,830,051   
           
           
Liabilities:                            

Payables:

           

Investments purchased on an extended-settlement basis

     23,133,594                         900,000   

Investments purchased

     1,058,603         158,252         3,790,182           

Forward sale contracts, at value (proceeds receivable, $3,055,938 for Core Fixed Income Fund)

     3,086,406                           

Unrealized loss on forward foreign currency exchange contracts

     165,556                           

Fund shares redeemed

     111,615         67,477         154,608         44,337   

Amounts owed to affiliates

     61,674         75,794         187,768         37,010   

Variation margin on certain derivative contracts

     7,666                         6,805   

Accrued expenses

     106,550         142,876         98,094         112,505   
Total liabilities      27,731,664         444,399         4,230,652         1,100,657   
           
           
Net Assets:                            

Paid-in capital

     114,900,004         108,670,105         126,425,282         77,984,219   

Undistributed (distributions in excess of) net investment income (loss)

     (156,466      1,790,861         (349,755      (129,217

Accumulated net realized gain (loss)

     (6,038,452      (11,318,231      24,786,502         (480,302

Net unrealized gain

     3,324,177         93,528,085         51,154,560         354,694   
NET ASSETS    $ 112,029,263       $ 192,670,820       $ 202,016,589       $ 77,729,394   

Net Assets:

           

Institutional

   $ 25,437       $       $ 31,397       $ 25,168   

Service

     112,003,826         192,670,820         201,985,192         77,704,226   

Total Net Assets

   $ 112,029,263       $ 192,670,820       $ 202,016,589       $ 77,729,394   

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

           

Institutional

     2,367                 3,485         2,398   

Service

     10,436,730         13,178,170         22,468,603         7,413,704   

Net asset value, offering and redemption price per share:

           

Institutional

     $10.75                 $9.01         $10.50   

Service

     10.73         14.62         8.99         10.48   

 

(a) Segregated for initial margin of $55,365 on swap transactions for Core Fixed Income Fund and $346,000 on future transactions for High Quality Floating Rate Fund, respectively.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Statements of Operations

For the Six Months Ended June 30, 2014 (Unaudited)

 

     Core Fixed Income
Fund
     Equity Index
Fund
     Growth
Opportunities
Fund
     High Quality
Floating Rate Fund
 
           
Investment income:                            

Interest

   $ 1,584,405       $       $       $ 354,471   

Dividends — unaffiliated issuers (net of foreign taxes withheld of $0, $196, $4,719 and $0)

             1,926,774         753,449           

Dividends — affiliated issuers

             5,200                   
Total investment income      1,584,405         1,931,974         753,449         354,471   
           
           
Expenses:                            

Management fees

     227,197         281,499         978,312         154,817   

Distribution and Service fees — Service Shares

     141,967         234,581         244,540         96,729   

Professional fees

     46,788         41,266         50,241         44,680   

Custody, accounting and administrative services

     40,303         27,300         25,376         20,197   

Printing and mailing costs

     20,277         16,700         29,906         13,753   

Trustee fees

     12,869         12,838         13,038         12,845   

Transfer Agent fees(a)

     11,358         18,765         19,565         7,740   

Other

     18,084         68,050         18,076         26,421   
Total expenses      518,843         700,999         1,379,054         377,182   

Less — expense reductions

     (140,487      (217,841      (274,809      (117,953
Net expenses      378,356         483,158         1,104,245         259,229   
NET INVESTMENT INCOME (LOSS)      1,206,049         1,448,816         (350,796      95,242   
           
           
Realized and unrealized gain (loss):                            

Net realized gain (loss) from:

           

Investments — unaffiliated issuers (including commissions recaptured of $7,252 for the Growth Opportunities Fund)

     644,175         3,393,267         20,398,680         40,251   

Investments — affiliated issuer

             (336                

Futures contracts

     (129,302      130,561                 (300,339

Swap contracts

     14,223                           

Forward foreign currency exchange contracts

     59,932                           

Foreign currency transactions

     (908                        

Net change in unrealized gain (loss) on:

           

Investments — unaffiliated issuers

     2,797,137         7,674,994         (10,590,798      403,930   

Investments — affiliated issuers

             (48,371                

Futures contracts

     (67,975      (36,422              (218,882

Swap contracts

     (23,368                        

Forward foreign currency exchange contracts

     (164,910                        

Foreign currency translation

     1,597                           
Net realized and unrealized gain (loss)      3,130,601         11,113,693         9,807,882         (75,040
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $ 4,336,650       $ 12,562,509       $ 9,457,086       $ 20,202   

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

 

     Transfer Agent Fees   

Fund

  

Institutional

    

Service

 

Core Fixed Income

   $ 2       $ 11,356   

Equity Index

     N/A         18,765   

Growth Opportunities

     3         19,562   

High Quality Floating Rate

     2         7,738   

 

The accompanying notes are an integral part of these financial statements.   47


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Statements of Changes in Net Assets

 

     Core Fixed Income Fund     Equity Index Fund  
     For the
Six Months Ended
June 30, 2014
(Unaudited)
    For the
Fiscal Year Ended
December 31, 2013
    For the
Six Months Ended
June 30, 2014
(Unaudited)
    For the
Fiscal Year Ended
December 31, 2013
 
        
From operations:                         

Net investment income (loss)

   $ 1,206,049      $ 2,363,216      $ 1,448,816      $ 2,931,988   

Net realized gain (loss)

     588,120        (348,336     3,523,492        368,727   

Net change in unrealized gain (loss)

     2,542,481        (3,727,022     7,590,201        46,620,411   
Net increase (decrease) in net assets resulting from operations      4,336,650        (1,712,142     12,562,509        49,921,126   
        
        
Distributions to shareholders:                         

From net investment income

        

Institutional Shares

     (340     (453 )(a)               

Service Shares

     (1,524,463     (3,066,413            (2,941,172

From realized gains

        

Institutional Shares

            (a)               

Service Shares

                            

From capital

        

Institutional Shares

            (a)               

Service Shares

                            
Total distributions to shareholders      (1,524,803     (3,066,866            (2,941,172
        
        
From share transactions:                         

Proceeds from sales of shares

     1,625,053        5,351,449        1,115,377        3,333,154   

Reinvestment of distributions

     1,524,803        3,066,866               2,941,172   

Cost of shares redeemed

     (10,486,537     (22,521,179     (14,906,405     (27,165,802

Net decrease in net assets resulting from share transactions

     (7,336,681     (14,102,864     (13,791,028     (20,891,476
TOTAL INCREASE (DECREASE)      (4,524,834     (18,881,872     (1,228,519     26,088,478   
        
        
Net assets:                         

Beginning of period

     116,554,097        135,435,969        193,899,339        167,810,861   

End of period

   $ 112,029,263      $ 116,554,097      $ 192,670,820      $ 193,899,339   
Undistributed (distributions in excess of) net investment income (loss)    $ (156,466   $ 162,288      $ 1,790,861      $ 342,045   

(a) Commenced operations on April 30, 2013.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

    Growth Opportunities Fund         High Quality Floating Rate Fund  
    For the
Six Months Ended
June 30, 2014
(Unaudited)
        For the
Fiscal Year Ended
December 31, 2013
        For the
Six Months Ended
June 30, 2014
(Unaudited)
        For the
Fiscal Year Ended
December 31, 2013
 
             
                 
  $ (350,796     $ (894,350     $ 95,242        $ 56,435   
    20,398,680          17,405,818          (260,088       927,052   
      (10,590,798         35,965,761            185,048            (667,213
      9,457,086            52,477,229            20,202            316,274   
             
             
             
             (a)        (72       (103 )(a) 
                      (224,388       (348,230
             
             (1,862 )(a)                 (129 )(a) 
             (12,613,777                (400,357
             
             (a)                 (13 )(a) 
                                       (38,172
                 (12,615,639         (224,460         (787,004
             
             
    5,152,882          6,060,135          5,231,358          21,557,292   
             12,615,639          224,460          787,004   
      (14,495,534         (28,504,978         (5,688,827         (12,600,399
      (9,342,652         (9,829,204         (233,009         9,743,897   
      114,434            30,032,386            (437,267         9,273,167   
             
             
      201,902,155            171,869,769            78,166,661            68,893,494   
    $ 202,016,589          $ 201,902,155          $ 77,729,394          $ 78,166,661   
    $ (349,755       $ 1,041          $ (129,217       $ 1   

 

The accompanying notes are an integral part of these financial statements.   49


GOLDMAN SACHS VARIABLE INSURANCE TRUST CORE FIXED INCOME FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

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

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2014 - Institutional

  $ 10.48      $ 0.13      $ 0.28      $ 0.41      $ (0.14   $ 10.75        3.87   $ 25        0.41 %(d)      0.67 (d)      2.39 %(d)      156

2014 - Service

    10.47        0.11        0.30        0.41        (0.15     10.73        3.88        112,004        0.67 (d)      0.91 (d)      2.12 (d)      156   
                       

FOR THE FISCAL YEARS ENDED DECEMBER 31,

 

2013 - Institutional (Commenced April 30, 2013)

    10.91        0.15        (0.38     (0.23     (0.20     10.48        (2.13     24        0.43 (d)      0.69 (d)      2.10 (d)      557   

2013 - Service

    10.88        0.20        (0.35     (0.15     (0.26     10.47        (1.35     116,530        0.67        0.89        1.88        557   

2012

    10.43        0.17        0.52        0.69        (0.24     10.88        6.70        135,436        0.67        0.83        1.57        727   

2011

    10.00        0.23        0.46        0.69        (0.26     10.43        6.96        148,114        0.67        0.83        2.22        644   

2010

    9.62        0.28        0.41        0.69        (0.31     10.00        7.18        170,720        0.67        0.81        2.80        399   

2009

    8.81        0.39        0.87        1.26        (0.45     9.62        14.68        183,178        0.67        0.79        4.29        187   

 

(a) Calculated based on the average shares outstanding methodology.
(b) Assumes investment at the net asset value at the beginning of the period, reinvestment of all distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c) The Fund's portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund's portfolio turnover rate may be higher.
(d) Annualized.

 

 

The accompanying notes are an integral part of these financial statements.    50   


GOLDMAN SACHS VARIABLE INSURANCE TRUST EQUITY INDEX FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

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

Ratio of
net investment
income

to average

net assets

    Portfolio
turnover
rate(c)
 

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2014

  $ 13.68      $ 0.11      $ 0.83      $ 0.94      $      $ 14.62        6.87   $ 192,671        0.51 %(d)      0.75 %(d)      1.54 %(d)      1
                       

FOR THE FISCAL YEARS ENDED DECEMBER 31,

 

2013

    10.54        0.20        3.15        3.35        (0.21     13.68        31.83        193,899        0.49        0.73        1.61        3   

2012

    9.29        0.19        1.26        1.45        (0.20     10.54        15.50        167,811        0.48        0.72        1.82        3   

2011

    9.29        0.15        0.01        0.16        (0.16     9.29        1.75        169,711        0.48        0.70        1.59        3   

2010

    8.22        0.13        1.08        1.21        (0.14     9.29        14.92        193,874        0.51        0.71        1.52        4   

2009

    6.61        0.14        1.62        1.76        (0.15     8.22        26.28        198,588        0.59        0.68        1.97        5   

 

(a) Calculated based on the average shares outstanding methodology.
(b) Assumes investment at the net asset value at the beginning of the period, reinvestment of all distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c) The Fund's portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund's portfolio turnover rate may be higher.
(d) Annualized.

 

 

The accompanying notes are an integral part of these financial statements.    51   


GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH OPPORTUNITIES FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

          Income (loss) from
investment operations
                                                 
    Net asset
value,
beginning
of period
    Net
investment
loss(a)
    Net
realized
and
unrealized
gain (loss)
    Total from
investment
operations
    Distributions to
shareholders
from net
realized
gains
    Net asset
value,
end of
period
    Total
return(b)
   

Net assets,
end of
period

(in 000s)

    Ratio of
net expenses
to average
net assets
    Ratio of
total
expenses
to average
net assets
   

Ratio of
net investment
loss

to average

net assets

    Portfolio
turnover
rate(c)
 

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2014 - Institutional

  $ 8.59      $ (0.01   $ 0.43      $ 0.42      $      $ 9.01        4.89   $ 31        0.98 %(d)      1.17 %(d)      (0.21 )%(d)      32

2014 - Service

    8.58        (0.02     0.43        0.41               8.99        4.78        201,985        1.13 (d)      1.41 (d)      (0.36 )(d)      32   
                       

FOR THE FISCAL YEARS ENDED DECEMBER 31,

 

2013 - Institutional (Commenced April 30, 2013)

    7.66        (0.02     1.52        1.50        (0.57     8.59        19.73        30        1.00 (d)      1.16 (d)      (0.27 )(d)      42   

2013 - Service

    6.93        (0.04     2.26        2.22        (0.57     8.58        32.20        201,872        1.16        1.39        (0.47     42   

2012 - Service

    6.34        (0.02 )(e)      1.25        1.23        (0.64     6.93        19.37        171,870        1.15        1.39        (0.26 )(e)      46   

2011 - Service

    6.72        (0.03     (0.24     (0.27     (0.11     6.34        (3.97     159,324        1.17        1.41        (0.46     53   

2010 - Service

    5.63        (0.03     1.12        1.09               6.72        19.36        145,904        1.18        1.43        (0.56     57   

2009 - Service

    3.55        (0.02     2.10        2.08               5.63        58.59        127,710        1.18        1.43        (0.50     71   

 

(a) Calculated based on the average shares outstanding methodology.
(b) Assumes investment at the net asset value at the beginning of the period, reinvestment of all distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c) The Fund's portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund's portfolio turnover rate may be higher.
(d) Annualized.
(e) Reflects income recognized from special dividends which amounted to $0.01 per share and 0.18% of average net assets.

 

The accompanying notes are an integral part of these financial statements.    52   


GOLDMAN SACHS VARIABLE INSURANCE TRUST HIGH QUALITY FLOATING RATE FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

          Income (loss) from
investment operations
    Distributions to shareholders                                            
    Net asset
value,
beginning
of period
    Net
investment
income(a)
    Net
realized
and
unrealized
gain (loss)
    Total from
investment
operations
    From net
investment
income
    From
net
realized
gains
    Total
distributions
    Net asset
value,
end of
period
    Total
return(b)
   

Net assets,
end of
period

(in 000s)

    Ratio of
net expenses
to average
net assets
    Ratio of
total
expenses
to average
net assets
    Ratio of
net investment
income
to average
net assets
    Portfolio
turnover
rate(c)
 

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2014 - Institutional

  $ 10.51      $ 0.03      $ (0.01   $ 0.02      $ (0.03   $      $ (0.03   $ 10.50        0.19   $ 25        0.41 %(d)      0.72 %(d)      0.50 %(d)      15

2014 - Service

    10.51        0.01        (0.01     (e)      (0.03            (0.03     10.48        0.00        77,704        0.67 (d)      0.97 (d)      0.25 (d)      15   
                           

FOR THE FISCAL YEARS ENDED DECEMBER 31,

 

2013 - Institutional (Commenced
April 30, 2013)

    10.56        0.02        0.03        0.05        (0.04     (0.06 )(f)      (0.10     10.51        0.50        25        0.40 (d)      0.86 (d)      0.25 (d)      467   

2013 - Service

    10.58        0.01        0.03        0.04        (0.05     (0.06 )(f)      (0.11     10.51        0.40        78,141        0.70        1.10        0.08        467   

2012 - Service

    10.70        0.04        0.25        0.29        (0.08     (0.33     (0.41     10.58        2.78        68,893        0.79        1.06        0.36        1,045   

2011 - Service

    10.56        0.09        0.57        0.66        (0.10     (0.42     (0.52     10.70        6.35        67,327        0.81        1.13        0.81        960   

2010 - Service

    10.29        0.17        0.37        0.54        (0.19     (0.08     (0.27     10.56        5.19        72,311        0.81        1.08        1.56        614   

2009 - Service

    10.14        0.31        0.33        0.64        (0.36     (0.13     (0.49     10.29        6.44        74,760        0.81        1.05        3.01        287   

 

(a) Calculated based on the average shares outstanding methodology.
(b) Assumes investment at the net asset value at the beginning of the period, reinvestment of all distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c) The Fund's portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund's portfolio turnover rate may be higher.
(d) Annualized.
(e) Amount is less than $0.005 per share.
(f) Includes a distribution from capital of less than $0.01 per share.

 

The accompanying notes are an integral part of these financial statements.    53   


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Notes to Financial Statements

June 30, 2014 (Unaudited)

 

1.    ORGANIZATION

 

Goldman Sachs Variable Insurance Trust (the “Trust” or “VIT”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The following table lists those series of the Trust that are included in this report (collectively, the “Funds” or individually a “Fund”), along with their corresponding share classes and respective diversification status under the Act:

 

Fund    Share Classes Offered     

Diversified/

Non-diversified

 
Core Fixed Income, Growth Opportunities and High Quality Floating Rate    Institutional and Service        Diversified   
Equity Index    Service        Diversified   

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

2.    SIGNIFICANT ACCOUNTING POLICIES

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

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

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

For derivative contracts, realized gains and losses are recorded upon settlement of the contract. Upfront payments are made or received upon entering into a swap agreement and are reflected in the Statement of Assets and Liabilities. Upfront payments are recognized over the contract’s term/event as realized gains or losses, with the exception of forward starting interest rate swaps whose realized gains or losses are recognized from the effective start date. For securities with paydown provisions, principal payments received are treated as a proportionate reduction to the cost basis of the securities and excess or shortfall amounts are recorded as inflation protected securities (“TIPS”), adjustments to principal due to inflation/deflation are reflected as increases/decreases to interest income with a corresponding adjustment to cost.

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

 

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2.    SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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

 

Fund   

Income Distributions

Declared/Paid

       Capital Gains Distributions
Declared/Paid
 
Core Fixed Income and High Quality Floating Rate      Quarterly           Annually   
Equity Index and Growth Opportunities      Annually           Annually   

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

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

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

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

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

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS

 

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

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

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

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

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

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

Equity Securities — Equity securities and investment companies traded on a U.S. securities exchange or the NASDAQ system, or those located on certain foreign exchanges, including but not limited to the Americas, are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, equity securities and exchange traded investment companies are valued at the last bid price for long positions and at the last ask price for short positions. Investments in investment companies (other than those that are exchange traded) are valued at the NAV on the valuation date. To the extent these investments are actively traded, they are classified as Level 1 of the fair value hierarchy, otherwise they are generally classified as Level 2.

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

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

 

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

Debt Securities — Debt securities for which market quotations are readily available are valued daily on the basis of quotations supplied by dealers or an independent pricing service approved by the Trustees. The pricing services may use valuation models or matrix pricing, which consider: (i) yield or price with respect to bonds that are considered comparable in characteristics such as rating, interest rate and maturity date or (ii) quotations from securities dealers to determine current value. Short-term debt obligations that mature in sixty days or less and that do not exhibit signs of credit deterioration are valued at amortized cost, which approximates fair value. With the exception of treasury securities of G8 countries (not held in money market funds), which are generally classified as Level 1, these investments are generally classified as Level 2 of the fair value hierarchy.

i.  Mortgage-Backed and Asset-Backed Securities — Mortgage-backed securities represent direct or indirect participations in, or are collateralized by and payable from, mortgage loans secured by residential and/or commercial real estate property. Asset-backed securities include securities whose principal and interest payments are collateralized by pools of other assets or receivables. The value of certain mortgage-backed and asset-backed securities (including adjustable rate mortgage loans) may be particularly sensitive to changes in prevailing interest rates. The value of these securities may also fluctuate in response to the market’s perception of the creditworthiness of the issuers.

Asset-backed securities may present credit risks that are not presented by mortgage-backed securities because they generally do not have the benefit of a security interest in collateral that is comparable to mortgage assets. Some asset-backed securities may only have a subordinated claim on collateral.

Stripped mortgage-backed securities are usually structured with two different classes: one that receives substantially all interest payments (interest-only, or “IO” and/or high coupon rate with relatively low principal amount, or “IOette”), and the other that receives substantially all principal payments (principal-only, or “PO”) from a pool of mortgage loans. Little to no principal will be received at the maturity of an IO; as a result, periodic adjustments are recorded to reduce the cost of the security until maturity. These adjustments are included in interest income

ii.  Mortgage Dollar Rolls — Mortgage dollar rolls are transactions whereby a Fund sells mortgage-backed-securities and simultaneously contracts with the same counterparty to repurchase similar securities on a specified future date. During the settlement period, a Fund will not be entitled to accrue interest and receive principal payments on the securities sold.

iii.  Treasury Inflation Protected Securities — TIPS are treasury securities in which the principal amount is adjusted daily to keep pace with inflation, as measured by the U.S. Consumer Pricing Index for Urban Consumers. The repayment of the original bond principal upon maturity is guaranteed by the full faith and credit of the U.S. Government.

iv.  When-Issued Securities and Forward Commitments — When-issued securities, including TBA (“To Be Announced”) securities, are securities that are authorized but not yet issued in the market and purchased in order to secure what is considered to be an advantageous price or yield to a Fund. A forward commitment involves entering into a contract to purchase or sell securities, typically on an extended settlement basis, for a fixed price at a future date. The purchase of securities on a when-issued or forward commitment basis involves a risk of loss if the value of the security to be purchased declines before the settlement date. Conversely, the sale of securities on a forward commitment basis involves the risk that the value of the securities sold may increase before the settlement date. Although a Fund will generally purchase securities on a when-issued or forward commitment basis with the intention of acquiring the securities for its portfolio, the Fund may dispose of when-issued securities or forward commitments prior to settlement which may result in a realized gain or loss.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

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

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

i.  Forward Foreign Currency Exchange ContractsIn a forward foreign currency contract, a Fund agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. All forward foreign currency exchange contracts are marked-to-market daily at the applicable forward rate. Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency.

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

iii.  Swap ContractsBilateral swap contracts are agreements in which a Fund and a counterparty agree to exchange periodic payments on a specified notional amount or make a net payment upon termination. Bilateral swap transactions are privately negotiated in the OTC market and payments are settled through direct payments between a Fund and the counterparty. By contrast, certain swap transactions are subject to mandatory central clearing. These swaps are executed through a derivatives clearing member (“DCM”), acting in an agency capacity, and submitted to a central counterparty (“CCP”) (“centrally cleared swaps”), in which case all payments are settled with the CCP through the DCM. Swaps are marked-to-market daily using pricing vendor quotations, counterparty or clearinghouse prices or model prices, and the change in value, if any, is recorded as an unrealized gain or loss. Upon entering into a swap contract, a Fund is required to satisfy an initial margin requirement by delivering cash or securities to the counterparty (or in some cases, segregated in a triparty account on behalf of the counterparty), which can be adjusted by any mark-to-market gains or losses pursuant to bilateral or centrally cleared arrangements. For centrally cleared swaps the daily change in valuation, if any, is recorded as a receivable or payable for variation margin.

An interest rate swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals, based upon or calculated by reference to changes in interest rates on a specified notional principal amount. The payment flows are usually netted against each other, with the difference being paid by one party to the other.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

 

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

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

C.  Fair Value Hierarchy — The following is a summary of the Funds’ investments and derivatives classified in the fair value hierarchy as of June 30, 2014:

 

CORE FIXED INCOME                           
Investment Type      Level 1        Level 2        Level 3  
Assets               
Fixed Income               

Corporate Obligations

     $         $ 33,473,471         $   

Mortgage-Backed Obligations

                 43,092,895             

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

       25,487,038           5,907,908             

Asset-Backed Securities

                 7,609,003             

Foreign Debt Obligations

       1,732,707           1,791,237             

Municipal Debt Obligations

                 1,480,409             

Government Guarantee Obligations

                 1,863,444             
Total      $ 27,219,745         $ 95,218,367         $   
Liabilities               
Fixed Income               

Mortgage-Backed Obligations — Forward Sales Contracts

     $         $ (3,086,406      $   
Derivative Type                              
Assets(a)               
Futures Contracts      $ 46,755         $         $   
Forward Foreign Currency Exchange Contracts                  30,786             
Interest Rate Swap Contracts                  23,106             
Total      $         $ 53,892         $   
Liabilities(a)               
Futures Contracts      $ (119,001      $         $   
Forward Foreign Currency Exchange Contracts                  (165,556          
Interest Rate Swap Contracts                  (46,474          
Total      $         $ (212,030      $   

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

EQUITY INDEX                           
Investment Type      Level 1        Level 2        Level 3  
Assets               
Common Stock and/or Other Equity Investments      $ 191,914,393         $         $   
U.S. Treasury Obligations and/or Other U.S. Government Agencies        99,998                       
Total      $ 192,014,391         $         $   
Derivative Type                              
Assets(a)               
Futures Contracts      $ 18,022         $         $   
GROWTH OPPORTUNITIES                           
Investment Type      Level 1        Level 2        Level 3  
Assets               
Common Stock and/or Other Equity Investments(b)               

North America

     $ 201,211,190         $         $   
HIGH QUALITY FLOATING RATE                           
Investment Type      Level 1        Level 2        Level 3  
Assets               
Fixed Income               

Mortgage-Backed Obligations

     $         $ 48,387,345         $         —   

Asset-Backed Securities

                 27,679,383             
Total      $         $ 76,066,728         $   
Derivative Type                              
Assets(a)               
Futures Contracts      $ 15,752         $         $   
Liabilities(a)               
Futures Contracts      $ (14,419      $         $   

 

(a) Amount shown represents unrealized gain (loss) at period end.
(b) Amounts are disclosed by continent to highlight the impact of time zone differences between local market close and the calculation of net asset value. Security valuations are based on the principal exchange or system on which they are traded, which may differ from country of domicile. The Fund(s) utilize(s) fair value model prices provided by an independent fair value service for international equities, resulting in a Level 2 classification.

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

 

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4.    INVESTMENTS IN DERIVATIVES

 

The following tables set forth, by certain risk types, the gross value of derivative contracts as of June 30, 2014. These instruments were used to meet the Funds’ investment objectives and to obtain and/or manage exposure related to the risks below. The values in the tables below exclude the effects of cash collateral received or posted pursuant to these derivative contracts, and therefore are not representative of the Funds’ net exposure.

 

Core Fixed Income  
Risk         Statements of Assets and Liabilities   Assets     Statements of Assets and Liabilities   Liabilities  
Interest Rate        Variation margin on certain derivative contracts   $ 69,861 (a)    Variation margin on certain derivative contracts   $ (165,475 )(a) 
Currency        Receivables for unrealized gain on forward foreign currency exchange contracts     30,786      Payable for unrealized loss on forward foreign currency exchange contracts     (165,556
Total            $ 100,647          $ (331,031

 

Fund    Risk   Statements of Assets and Liabilities   Assets(a)     Statements of Assets and Liabilities   Liabilities(a)  
Equity Index   

Equity

  Variation margin on certain derivative contracts   $ 18,022        $   
High Quality Floating
Rate
  

Interest Rate

  Variation margin on certain derivative contracts     15,752      Variation margin on certain derivative contracts     (14,419

 

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

The following table sets forth, by certain risk types, the Fund’s gains (losses) related to these derivatives and their indicative volumes for the six months ended June 30, 2014. These gains (losses) should be considered in the context that these derivative contracts may have been executed to create investment opportunities and/or economically hedge certain investments, and accordingly, certain gains (losses) on such derivative contracts may offset certain (losses) gains attributable to investments. These gains (losses) are included in “Net realized gain (loss)” or “Net change in unrealized gain (loss)” on the Statement of Operations:

 

Core Fixed Income                
Risk    Statements of Operations   Net
Realized
Gain (Loss)
    Net Change in
Unrealized
Gain (Loss)
    Average
Number of
Contracts(a)
Interest Rate    Net realized gain (loss) from futures contracts and swap contracts/Net change in unrealized gain (loss) on futures contracts and swap contracts   $ (115,079   $ (91,343   339
Currency    Net realized gain (loss) from forward foreign currency exchange contracts/Net change in unrealized gain (loss) on forward foreign currency exchange contracts     59,932        (164,910   160
Total        $ (55,147   $ (256,253   499

 

(a) Average number of contracts is based on the average of month end balances at period ended June 30, 2014.

 

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

4.    INVESTMENTS IN DERIVATIVES (continued)

 

The following table represents gain (losses) which are included in “Net realized gain (loss) from futures transactions” and “Net change in unrealized gain (loss) on futures” in the Statements of Operations:

 

Fund    Risk          Net
Realized
Gain (Loss)
     Net Change in
Unrealized
Gain (Loss)
    Average
Number of
Contracts(a)

Equity Index

   Equity         $ 130,561       $ (36,422   15

High Quality Floating Rate

   Interest Rate           (300,339      (218,882   195

 

(a) Average number of contracts is based on the average of month end balances at period ended June 30, 2014.

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

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

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

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

 

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5.    AGREEMENTS AND AFFILIATED TRANSACTIONS

 

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

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

For the six months ended June 30, 2014, contractual and effective net management fees with GSAM were at the following rates:

 

Contractual Management Fee Rate  
Fund   First
$1 billion
    Next
$1 billion
    Next
$3 billion
    Next
$3 billion
    Over
$8 billion
    Effective
Rate
    Effective Net
Management
Fee Rate
 
Core Fixed Income     0.40     0.36     0.34     0.33     0.32     0.40     0.40
Growth Opportunities     1.00        1.00        0.90        0.86        0.84        1.00        0.97
High Quality Floating Rate     0.40        0.36        0.34        0.33        0.32        0.40        0.31

 

* GSAM has agreed to waive a portion of its management fee in order to achieve net effective management fee rates, as defined in the Fund’s most recent prospectuses. These waivers will be effective through at least April 30, 2015 and prior to such date GSAM may not terminate the arrangement without approval of the Trustees. The Effective Net Management Rates above are calculated based on management rates before and after the waivers had been adjusted, if applicable.

The Agreement for the Equity Index Fund provides for a contractual management fee at an annual rate equal to 0.30% of the Fund’s average daily net assets. For the six months ended June 30, 2014, GSAM agreed to waive a portion of its management fee in order to achieve the following effective annual rates which will remain in effect through April 30, 2015 and prior to such date GSAM may not terminate the arrangement without the approval of the Trustees:

 

Management Rate  
Fund   $0-$400 million     Over $400 million     Effective Rate  
Equity Index     0.21     0.20     0.21

As authorized by the Agreement, GSAM has entered into a Sub-advisory Agreement with SSgA which serves as the sub-adviser to the Equity Index Fund and provides the day-to-day advice regarding the Fund’s portfolio transactions. As compensation for its services, SSgA is entitled to a fee, accrued daily and paid monthly by GSAM, at the following annual rates of the Fund’s average daily net assets: 0.03% on the first $50 million, 0.02% on the next $200 million, 0.01% on the next $750 million and 0.008% over $1 billion. The effective Sub-advisory fee was 0.02% for the six months ended June 30, 2014.

B.  Distribution and Service Plans — The Trust, on behalf of each Fund, has adopted Distribution and Service Plans (the “Plans”). Under the Plans, Goldman Sachs, which serves as distributor (the “Distributor”), is entitled to a fee accrued daily and paid monthly, for distribution services and personal and account maintenance services, which may then be paid by Goldman Sachs to authorized dealers, equal to, on an annual basis, 0.25% of the Fund’s average daily net assets attributable to Service Shares. For the six months ended June 30, 2015 for the Growth Opportunities Fund, Goldman Sachs agreed to waive distribution and services fees so as not to exceed an annual rate of 0.16% of average daily net assets of the Fund. This distribution and service fee waiver will remain in place through at least April 30, 2015, and prior to such date Goldman Sachs may not terminate the arrangement without the approval of the Trustees.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

5.    AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

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

D.  Other Expense Agreements and Affiliated Transactions — GSAM has agreed to limit certain “Other Expense” of the Funds (excluding transfer agent fees and expenses, taxes, interest, brokerage fees, shareholder meetings, litigation, indemnification and extraordinary expenses) to the extent such expenses exceed, on an annual basis, a percentage rate of the average daily net assets of each Fund. Such Other Expense reimbursements, if any, are accrued daily and paid monthly. In addition, the Funds are not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any. The Other Expense limitations as an annual percentage rate of average daily net assets for Core Fixed Income, Equity Index, Growth Opportunities and High Quality Floating Rate Funds are 0.004%, 0.004%, 0.004% and 0.074%, respectively. These Other Expense limitations will remain in place through at least April 30, 2015, and prior to such date GSAM may not terminate the arrangements without the approval of the Trustees. The Funds bear their respective share of costs related to proxy and shareholder meetings, and GSAM has agreed to reimburse each Fund to the extent such expenses exceed a specified percentage of the Fund’s net assets. In addition, the Funds have entered into certain offset arrangements with the custodian and the transfer agent, which may result in a reduction of the Funds’ expenses and are received irrespective of the application of the “Other Expense” limitations described above.

For the six months ended June 30, 2014, these expense reductions, including any fee waivers and Other Expense reimbursements, were as follows:

 

Fund   Management
Fee Waiver
    Distribution and
Service Fee
Waiver
    Custody
Fee
Credits
    Other Expense
Reimbursement
    Total Expense
Reductions
 
Core Fixed Income   $ 356      $      $ 1,802      $ 138,329      $ 140,487   
Equity Index     84,451               365        133,025        217,841   
Growth Opportunities     29,349        88,036        965        156,459        274,809   
High Quality Floating Rate     34,834               880        82,239        117,953   

As of June 30, 2014, the amounts owed to affiliates of the Funds were as follows:

 

Fund   Management
Fees
    Distribution and
Service Fees
    Transfer
Agent Fees
    Total  
Core Fixed Income   $ 36,818      $ 23,015      $ 1,841      $ 61,674   
Equity Index     33,160        39,476        3,158        75,794   
Growth Opportunities     158,383        26,120        3,265        187,768   
High Quality Floating Rate     19,784        15,950        1,276        37,010   

E.  Line of Credit Facility — As of June 30, 2014, the Funds participated in a $1,080,000,000 committed, unsecured revolving line of credit facility (the “facility”) together with other funds of the Trust and registered investment companies having management agreements with GSAM or its affiliates (“Other Borrowers”). Pursuant to the terms of the facility, the Funds and Other Borrowers could increase the credit amount by an additional $120,000,000, for a total of up to $1,200,000,000. This facility is to be used solely for temporary or emergency purposes, which may include the funding of redemptions. The interest rate on

 

64


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

 

 

5.    AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

borrowings is based on the federal funds rate. The facility also requires a fee to be paid by the Funds based on the amount of the commitment that has not been utilized. For the six months ended June 30, 2014, the Funds did not have any borrowings under the facility.

F.  Other Transactions with Affiliates — For the six months ended June 30, 2014, Goldman Sachs earned $34 and $387 in brokerage commissions from portfolio transactions, including futures transactions executed with Goldman Sachs as the Futures Commission Merchant, on behalf of the Core Fixed Income and Growth Opportunities, respectively.

The following table provides information about the investment in shares of issuers of which a Fund is an affiliate for the six months ended June 30, 2014:

 

Fund    Name of Affiliated Issuer    Number of
Shares Held
Beginning of
Period
     Shares
Bought
     Shares
Sold
     Number of
Shares Held
End of Period
     Value at
End of
Period
     Dividend
Income
 
Equity Index    The Goldman Sachs Group, Inc.      4,880                 (247      4,633       $ 775,749       $ 5,200   

6.    PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended June 30, 2014, were as follows:

 

Fund      Purchases of U.S.
Government and
Agency Obligations
       Purchases
(Excluding U.S.
Government and
Agency Obligations)
       Sales and
Maturities of U.S.
Government and
Agency Obligations
       Sales and
Maturities
(Excluding U.S.
Government and
Agency Obligations)
 
Core Fixed Income      $ 164,736,503         $ 31,596,326         $ 167,456,344         $ 20,577,921   
Equity Index                  2,290,631                     13,856,243   
Growth Opportunities                  62,437,044                     72,255,051   
High Quality Floating Rate        1,159,998           10,644,839           4,385,618           6,861,601   

 

65


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

7.    TAX INFORMATION

 

As of the Funds’ most recent fiscal year end, December 31, 2013, the components of accumulated earnings (losses) on a tax-basis were as follows:

 

      Core Fixed Income     Equity Index     Growth Opportunities      High Quality Floating Rate  
Capital loss carryforwards:(1)          

Expiring 2017

   $ (1,103,441   $ (641,077   $         —       $         —   

Expiring 2018

     (4,488,774                      

Perpetual short-term

     (1,035,872                      

Perpetual long-term

            (1,365,450               
Total capital loss carryforwards    $ (6,628,087   $ (2,006,527   $       $   
Timing differences (Qualified late year loss and straddle loss deferrals and deferred dividend)      (110,648     837                  

 

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

As of December 31, 2013, the Funds’ aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:

 

      Core Fixed Income     Equity Index     Growth Opportunities     High Quality Floating Rate  
Tax cost    $ 118,858,537      $ 111,254,534      $ 150,428,378      $ 75,713,365   
Gross unrealized gain      4,100,903        95,728,397        54,257,217        503,242   
Gross unrealized loss      (521,327     (14,968,540     (3,474,405     (149,879
Net unrealized security gain    $ 3,579,576      $ 80,759,857      $ 50,782,812      $ 353,363   

The difference between GAAP-basis and tax-basis unrealized gains (losses) is attributable primarily to wash sales, net mark to market gains (losses) on regulated futures and foreign currency contracts, differences related to the tax treatment of underlying fund investments, inflation protected securities and partnership investments, real estate investment trust investments, and securities on loan.

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

8.    OTHER RISKS

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

Large Shareholder Redemptions Risk — The Funds may experience adverse effects when certain large shareholders, such as other funds, participating insurance companies, accounts and Goldman Sachs affiliates, purchase or redeem large amounts of shares of the Funds. Such large shareholder redemptions may cause a Fund to sell portfolio securities at times when it would not otherwise do so, which may negatively impact the Fund’s NAV and liquidity. Similarly, large Fund share purchases may adversely affect a Fund’s performance to the extent that the Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would. These transactions may also increase transaction costs. In addition, a large redemption could result in a Fund’s current expenses being allocated over a smaller asset base, leading to an increase in the Fund’s expense ratio.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

8.    OTHER RISKS (continued)

 

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

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

9.    INDEMNIFICATIONS

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

10.    SUBSEQUENT EVENTS

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

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

11.    SUMMARY OF SHARE TRANSACTIONS

 

Share activity is as follows:

 

     Core Fixed Income Fund  
     For the Six Months Ended
June 30, 2014
(Unaudited)
    For the Fiscal Year Ended
December 31, 2013
 
      Shares     Dollars     Shares     Dollars  
Institutional Shares(a)         
Shares sold           $        2,292      $ 25,005   
Reinvestment of distributions      32        340        43        453   
       32        340        2,335        25,458   
Service Shares         
Shares sold      152,293        1,625,053        499,125        5,326,444   
Reinvestment of distributions      142,784        1,524,463        289,474        3,066,413   
Shares redeemed      (982,897     (10,486,537     (2,116,494     (22,521,179
       (687,820     (7,337,021     (1,327,895     (14,128,322
NET DECREASE      (687,788   $ (7,336,681     (1,325,560   $ (14,102,864

 

(a) Commenced operations on April 30, 2013.

 

     Equity Index Fund  
     For the Six Months Ended
June 30, 2014
(Unaudited)
    For the Fiscal Year Ended
December 31, 2013
 
      Shares     Dollars     Shares     Dollars  
Service Shares         
Shares sold      80,227      $ 1,115,377        269,672      $ 3,333,154   
Reinvestment of distributions                    219,654        2,941,172   
Shares redeemed      (1,076,671     (14,906,405     (2,232,495     (27,165,802
NET DECREASE      (996,444   $ (13,791,028     (1,743,169   $ (20,891,476

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

11.    SUMMARY OF SHARE TRANSACTIONS (continued)

 

 

     Growth Opportunities Fund  
     For the Six Months Ended
June 30, 2014
(Unaudited)
    For the Fiscal Year Ended
December 31, 2013
 
      Shares     Dollars     Shares     Dollars  
Institutional Shares(a)         
Shares sold           $        3,264      $ 25,008   
Reinvestment of distributions                    221        1,862   
                     3,485        26,870   
Service Shares         
Shares sold      607,959        5,152,882        785,642        6,035,127   
Reinvestment of distributions                    1,498,073        12,613,777   
Shares redeemed      (1,677,741     (14,495,534     (3,560,989     (28,504,978
       (1,069,782     (9,342,652     (1,277,274     (9,856,074
NET DECREASE      (1,069,782   $ (9,342,652     (1,273,789   $ (9,829,204

 

     High Quality Floating Rate Fund  
     For the Six Months Ended
June 30, 2014
(Unaudited)
    For the Fiscal Year Ended
December 31, 2013
 
      Shares     Dollars     Shares     Dollars  
Institutional Shares(a)         
Shares sold           $        2,368      $ 25,001   
Reinvestment of distributions      7        72        23        245   
       7        72        2,391        25,246   
Service Shares         
Shares sold      498,668        5,231,358        2,042,245        21,532,291   
Reinvestment of distributions      21,405        224,388        74,885        786,759   
Shares redeemed      (542,326     (5,688,827     (1,195,532     (12,600,399
       (22,253     (233,081     921,598        9,718,651   
NET INCREASE (DECREASE)      (22,246   $ (233,009     923,989      $ 9,743,897   

 

(a) Commenced operations on April 30, 2013.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

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

As a shareholder of Institutional or Service Shares of the Fund, you incur ongoing costs, including management fees, distribution and service (12b-1) fees (with respect to Service Shares) and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Institutional Shares and Service Shares of the Funds and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2014 through June 30, 2014.

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

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. As a shareholder of the Fund you do not incur any transaction costs, such as sales charges, redemption fees, or exchange fees, but shareholders of other funds may incur such costs. The second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds whose shareholders may incur transaction costs.

 

     Core Fixed Income Fund     Equity Index Fund     Growth Opportunities Fund     High Quality Floating Rate Fund  
Share Class   Beginning
Account
Value
1/01/14
    Ending
Account
Value
6/30/14
    Expenses
Paid for the
6 Months
Ended
6/30/14
*
    Beginning
Account
Value
1/01/14
    Ending
Account
Value
6/30/14
    Expenses
Paid for the
6 Months
Ended
6/30/14
*
    Beginning
Account
Value
1/01/14
    Ending
Account
Value
6/30/14
    Expenses
Paid for the
6 Months
Ended
6/30/14
*
    Beginning
Account
Value
1/01/14
    Ending
Account
Value
6/30/14
    Expenses
Paid for the
6 Months
Ended
6/30/14
*
 
Institutional(a)                                                

Actual

  $ 1,000      $ 1,039.40      $ 2.07        N/A        N/A        N/A      $ 1,000      $ 1,048.90      $ 4.98      $ 1,000      $ 1,002.60      $ 2.04   

Hypothetical 5% return

    1,000        1,022.76     2.06        N/A        N/A        N/A        1,000        1,019.74     4.91        1,000        1,022.76     2.06   
Service                                                

Actual

  $ 1,000      $ 1,038.10      $ 3.39      $ 1,000      $ 1,068.70      $ 2.62      $ 1,000      $ 1,047.80      $ 5.74      $ 1,000      $ 999.40      $ 3.32   

Hypothetical 5% return

    1,000        1,021.74     3.36        1,000        1,022.27     2.56        1,000        1,019.19     5.66        1,000        1,021.47     3.36   

 

  (a) Commenced operations on April 30, 2013  
  * Expenses are calculated using each Fund’s annualized net expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2014. Expenses are calculated by multiplying the annualized net expense ratio by the average account value for the period; then multiplying the result by the number of days in the most recent fiscal half year; and then dividing that result by the number of days in the fiscal year. The annualized net expense ratios for the period were as follows:  

 

Fund    Institutional      Service  
Core Fixed Income      0.41%         0.67%   
Equity Index      N/A         0.51%   
Growth Opportunities      0.98%         1.13%   
High Quality Floating Rate      0.41%         0.67%   

 

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

 

 

70


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

Statement Regarding Basis for Approval of Management Agreements (Unaudited)

 

Background

The Goldman Sachs Core Fixed Income, Goldman Sachs Equity Index, Goldman Sachs Growth Opportunities and Goldman Sachs High Quality Floating Rate Funds (the “Funds”) are investment portfolios of Goldman Sachs Variable Insurance Trust (the “Trust”). The Board of Trustees oversees the management of the Trust and reviews the investment performance and expenses of the Funds at regularly scheduled meetings held during the year. In addition, the Board of Trustees determines annually whether to approve the continuance of the Trust’s investment management agreements (the “Management Agreements”) with Goldman Sachs Asset Management, L.P. (the “Investment Adviser”) on behalf of the Funds and the sub-advisory agreement (the “Sub-Advisory Agreement,” and together with the Management Agreements, the “Agreements”) between the Investment Adviser and SSgA Funds Management, Inc. (the “Sub-Adviser”) on behalf of the Equity Index Fund.

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

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

  (a)   the nature and quality of the advisory, administrative and other services provided to the Funds by the Investment Adviser and its affiliates, including information about:
  (i)   the structure, staff and capabilities of the Investment Adviser and its portfolio management teams;
  (ii)   the groups within the Investment Adviser and its affiliates that support the portfolio management teams or provide other types of necessary services, including fund services groups (e.g., accounting and financial reporting, tax, shareholder services and operations), controls and risk management groups (e.g., legal, compliance, valuation oversight, credit risk management, internal audit, compliance testing, market risk analysis, finance and strategy and central funding), sales and distribution support groups and others (e.g., information technology and training);
  (iii)   trends in headcount;
  (iv)   the Investment Adviser’s financial resources and ability to hire and retain talented personnel and strengthen its operations; and
  (v)   the parent company’s support of the Investment Adviser and its mutual fund business, as expressed by the firm’s senior management;
  (b)   information on the investment performance of each Fund, including comparisons to the performance of a group of similar mutual funds, as provided by a third party mutual fund data provider engaged as part of the contract review process (the “Outside Data Provider”), and benchmark performance indices, and (for Core Fixed Income and Growth Opportunities Funds) comparable institutional composites managed by the Investment Adviser, and general investment outlooks in the markets in which the Funds invest;
  (c)   the terms of the Agreements and agreements with affiliated service providers entered into by the Trust on behalf of the Funds;
  (d)   expense information for the Funds, including:
  (i)   the relative management fee and expense levels of each Fund as compared to those of comparable funds managed by other advisers, as provided by the Outside Data Provider;
  (ii)   each Fund’s expense trends over time; and
  (iii)   to the extent the Investment Adviser manages institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Funds, comparative information on the advisory fees charged and services provided to those accounts by the Investment Adviser;
  (e)   with respect to the extensive investment performance and expense comparison data provided by the Outside Data Provider, its processes in producing that data for the Funds;
  (f)   the undertakings of the Investment Adviser to waive certain fees (with respect to the Equity Index, Growth Opportunities, and High Quality Floating Rate Funds) and to limit certain expenses of each Fund that exceed specified levels; the undertaking of Goldman, Sachs & Co. (“Goldman Sachs”), the Funds’ affiliated distributor, to waive a portion of the distribution and service fees payable by the Growth Opportunities Fund’s Service Shares; and a summary of contractual fee reductions made by the Investment Adviser and/or its affiliates over the past several years with respect to the Funds;

 

71


GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

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

 

  (g)   information relating to the profitability of the Management Agreements and the transfer agency and distribution and service arrangements of each Fund and the Trust as a whole to the Investment Adviser and its affiliates;
  (h)   whether each Fund’s existing management fee schedule adequately addressed any economies of scale;
  (i)   a summary of the “fall-out” benefits derived by the Investment Adviser and its affiliates from their relationships with the Funds, including the fees received by the Investment Adviser’s affiliates from the Funds for transfer agency, portfolio trading, distribution and other services;
  (j)   a summary of potential benefits derived by the Funds as a result of their relationship with the Investment Adviser;
  (k)   information regarding commissions paid by the Equity Index and Growth Opportunities Funds (the “Equity Funds”) and broker oversight, an update on the Investment Adviser’s soft dollars practices (with respect to the Growth Opportunities Fund), other information regarding portfolio trading and how the Investment Adviser carries out its duty to seek best execution;
  (l)   the manner in which portfolio manager compensation is determined; and the number and types of accounts managed by the portfolio managers;
  (m)   the nature and quality of the services provided to the Funds by their unaffiliated service providers (including the Sub-Adviser for the Equity Index Fund), and the Investment Adviser’s general oversight and evaluation (including reports on due diligence) of those service providers as part of the administration services provided under the Management Agreements; and
  (n)   the Investment Adviser’s processes and policies addressing various types of potential conflicts of interest; its approach to risk management; the annual review of the effectiveness of the Funds’ compliance program; and periodic compliance reports.

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

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

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

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

Investment Performance

The Trustees also considered the investment performance of the Funds. In this regard, they compared the investment performance of each Fund to its peers using rankings and ratings compiled by the Outside Data Provider as of December 31, 2013,

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

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

 

and updated performance information prepared by the Investment Adviser using the peer groups identified by the Outside Data Provider as of March 31, 2014. The information on each Fund’s investment performance was provided for the one-, three-, and five-year periods ending on the applicable dates. The Trustees also reviewed each Fund’s investment performance over time (including on a year-by-year basis) relative to its performance benchmark. As part of this review, they considered the investment performance trends of the Funds over time, and reviewed the investment performance of each Fund in light of its investment objective and policies and market conditions. The Trustees also received information comparing the Core Fixed Income and Growth Opportunities Funds’ performance to that of comparable institutional composites managed by the Investment Adviser.

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

The Trustees observed that the Core Fixed Income Fund’s Service Shares had placed in the second quartile of the Fund’s peer group and had outperformed the Fund’s benchmark index for the one-, three-, and five-year periods ended March 31, 2014. They noted that the Equity Index Fund’s Service Shares had placed in the second quartile of the Fund’s peer group for the three- and five-year periods and in the third quartile for the one-year period, and had underperformed its benchmark index by an amount approximately equal to Fund fees and expenses for the one-, three-, and five-year periods ended March 31, 2014. The Trustees noted that the Growth Opportunities Fund’s Service Shares had placed in the first quartile of the Fund’s peer group for the three- and five-year periods and in the third quartile for the one-year period, and had underperformed the Fund’s benchmark index for the one-, three-, and five-year periods ended March 31, 2014. They noted that the High Quality Floating Rate Fund’s Service Shares had placed in the first quartile of the Fund’s peer group and had outperformed the Fund’s benchmark index for the one-, three-, and five-year periods ended March 31, 2014.

Costs of Services Provided and Competitive Information

The Trustees considered the contractual terms of the Agreements and the fee rates payable by each Fund under its respective Management Agreement and, with respect to the Equity Index Fund, payable by the Investment Adviser under the Sub-Advisory Agreement. In this regard, the Trustees considered information on the services rendered by the Investment Adviser to the Funds, which included both advisory and administrative services that were directed to the needs and operations of the Funds as registered mutual funds.

In particular, the Trustees reviewed analyses prepared by the Outside Data Provider regarding the expense rankings of the Funds. The analyses provided a comparison of the Funds’ management fees and breakpoints (as applicable) to those of relevant peer groups and category universes; an expense analysis which compared each Fund’s overall net and gross expenses to a peer group and a category universe; and a five-year history comparing each Fund’s net expenses to the peer and category medians. The analyses also compared each Fund’s transfer agency, custody, and distribution fees, other expenses and fee waivers/reimbursements to those of the peer group and category medians. The Trustees concluded that the comparisons provided by the Outside Data Provider were useful in evaluating the reasonableness of the management fees and total expenses paid by the Funds.

In addition, the Trustees considered the Investment Adviser’s undertakings to waive a portion of its management fees (with respect to the Equity Index, Growth Opportunities, and High Quality Floating Rate Funds) and to limit certain expenses of each of the Funds that exceed specified levels, as well as the undertaking of Goldman Sachs to waive a portion of the distribution and service fees payable by the Growth Opportunities Fund’s Service Shares. The Trustees also noted that certain changes were being made to existing fee waiver or expense limitation arrangements of the Growth Opportunities Fund that would have the effect of lowering total Fund expenses, with such changes taking effect in connection with the Fund’s next annual registration statement update. They also considered, to the extent that the Investment Adviser manages institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Funds, comparative fee information for services provided by the Investment Adviser to those accounts, and information that indicated that services provided to the Funds differed in various significant respects from the services provided to institutional accounts, which generally operated under less stringent legal and regulatory structures, required fewer services from the Investment Adviser to a smaller number of client contact points, were less time-intensive and paid lower fees.

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

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

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

 

Profitability

The Trustees reviewed the Investment Adviser’s revenues and pre-tax profit margins with respect to the Trust and each of the Funds. In this regard the Trustees noted that they had received, among other things, profitability analyses and summaries, revenue and expense schedules by Fund and by function (i.e., investment management, transfer agency and distribution and service) and information on the Investment Adviser’s expense allocation methodology. They observed that the profitability and expense figures are substantially similar to those used by the Investment Adviser for many internal purposes, including compensation decisions among various business groups, and are thus subject to a vigorous internal debate about how certain revenue and expenses should be allocated. The Trustees also noted that the internal audit group within the Goldman Sachs organization had audited the expense allocation methodology and was satisfied with the reasonableness, consistency, and accuracy of the Investment Adviser’s expense allocation methodology and profitability analysis calculations. Profitability data for the Trust and each Fund were provided for 2013 and 2012, and the Trustees considered this information in relation to the Investment Adviser’s overall profitability. The Trustees considered the Investment Adviser’s revenues and pre-tax profit margins both in absolute terms and in comparison to information on the reported pre-tax profit margins earned by certain other asset management firms.

Economies of Scale

The Trustees considered the information that had been provided regarding the Investment Adviser’s profitability. The Trustees also considered the breakpoints in the fee rate payable under the Management Agreement for each of the Core Fixed Income, Growth Opportunities, and High Quality Floating Rate Funds at the following annual percentage rates of the average daily net assets of the Funds:

 

    

Core Fixed

Income

Fund

    Growth
Opportunities
Fund
    High Quality
Floating Rate
Fund
 
First $1 billion     0.40     1.00     0.40
Next $1 billion     0.36        1.00        0.36   
Next $3 billion     0.34        0.90        0.34   
Next $3 billion     0.33        0.86        0.33   
Over $8 billion     0.32        0.84        0.32   

The Trustees noted that the breakpoints were meant to share potential economies of scale, if any, with the Funds and their shareholders as assets under management reach those asset levels. The Trustees considered the amounts of assets in the Funds; the Funds’ recent share purchase and redemption activity; the information provided by the Investment Adviser relating to the costs of the services provided by the Investment Adviser and its affiliates and their realized profits; information comparing fee rates charged by the Investment Adviser with fee rates charged to other funds in the peer groups; and the Investment Adviser’s undertakings to waive a portion of its management fees (with respect to the Equity Index, Growth Opportunities, and High Quality Floating Rate Funds) and to limit certain expenses of each of the Funds that exceed specified levels. Upon reviewing these matters at the Annual Meeting, the Trustees concluded that the fee breakpoints represented a means of assuring that benefits of scalability, if any, would be passed along to shareholders at the specified asset levels.

With respect to the Equity Index Fund, the Trustees noted that, while its Management Agreement did not have breakpoints, the Investment Adviser had agreed to waive a portion of its management fee in order to achieve the following effective annual rates: 0.21% on the first $400 million of average daily net assets and 0.20% of average daily net assets in excess of $400 million. The Trustees noted that, in addition to the Investment Adviser’s management fee waiver mentioned above, the Fund’s total expenses were further reduced by the Investment Adviser’s undertaking to limit certain expenses of the Fund that exceed a specified level.

Other Benefits to the Investment Adviser and Its Affiliates

The Trustees also considered the other benefits derived by the Investment Adviser and its affiliates from their relationships with the Funds as stated above, including: (a) transfer agency fees received by Goldman, Sachs & Co. (“Goldman Sachs”); (b) brokerage and futures commissions earned by Goldman Sachs for executing securities transactions on behalf of the Equity Funds and futures transactions on behalf of each of the Funds; (c) research received by the Investment Adviser from broker-dealers in exchange for executing certain transactions on behalf of the Growth Opportunities Fund; (d) trading efficiencies resulting from aggregation of orders of the Funds with those for other funds or accounts managed by the Investment Adviser; (e) the Investment Adviser’s ability to leverage the infrastructure designed to service the Funds on behalf of its other clients; (f) the Investment

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

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

 

Adviser’s ability to cross-market other products and services to Fund shareholders; (g) Goldman Sachs’ retention of certain fees as Fund Distributor; (h) the Investment Adviser’s ability to negotiate better pricing with custodians on behalf of its other clients, as a result of the relationship with the Funds; and (i) the possibility that the working relationship between the Investment Adviser and the Funds’ third party service providers may cause those service providers to be more likely to do business with other areas of Goldman Sachs. In the course of considering the foregoing, the Independent Trustees requested and received further information quantifying certain of these fall-out benefits.

Other Benefits to the Funds and Their Shareholders

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

Conclusion

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

Sub-Advisory Agreement with for the Equity Index Fund

Nature, Extent and Quality of the Services Provided Under the Sub-Advisory Agreement and Investment Performance

In evaluating the Sub-Advisory Agreement, the Trustees relied upon materials furnished and presentations made by the Investment Adviser and the Sub-Adviser. In evaluating the nature, extent and quality of services provided by the Sub-Adviser, the Trustees considered information on the services provided to the Equity Index Fund by the Sub-Adviser, including information about the Sub-Adviser’s (a) personnel and organizational structure; (b) experience in index investing and track record in tracking the performance of the Fund’s benchmark in line with the investment objective of the Fund; (c) policies and procedures in place to address potential conflicts of interest; and (d) compliance program and code of ethics. The Trustees reviewed the Fund’s operations and investment performance since its inception. The Trustees reviewed the services provided to the Fund under the Sub-Advisory Agreement. They noted that the Fund had placed in the second quartile of its peer group for the three- and five-year periods and in the third quartile for the one-year period, and had underperformed its benchmark index by an amount approximately equal to Fund fees and expenses for the one-, three-, and five-year periods ended March 31, 2014.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST FUNDS

 

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

 

Costs of Services Provided

The Trustees reviewed the terms of the Sub-Advisory Agreement, including the fee schedule for the Sub-Adviser. They considered the breakpoints in the sub-advisory fee rate payable under the Sub-Advisory Agreement at the following annual percentage rates of the average daily net assets of the Fund:

 

Average Daily Net Assets   Sub-Advisory Fee Annual Rate  
First $50 million     0.030
Next $200 million     0.020
Next $750 million     0.010
Over $1 billion     0.008

The Trustees noted that the Sub-Adviser’s compensation is paid by the Investment Adviser, not by the Fund, and that the retention of the Sub-Adviser does not increase the fees incurred by the Fund for advisory services. They noted that the Sub-Adviser believes that the relationship between the management fees paid by the Fund and the sub-advisory fees paid by the Investment Adviser is appropriate given the level of services the Investment Adviser provides to the Fund and the significant differences in cost drivers and risks associated with the respective services offered by the Investment Adviser and the Sub-Adviser.

Conclusion

After deliberation and consideration of the information provided, the Trustees concluded that the sub-advisory fee to be paid by the Investment Adviser to the Sub-Adviser with respect to the Equity Index Fund is reasonable in light of the services to be provided by the Sub-Adviser and the Fund’s reasonably foreseeable asset levels, and that the Sub-Advisory Agreement should be approved and continued with respect to the Equity Index Fund until June 30, 2015.

 

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LOGO

Goldman Sachs Funds

Notification of Source of Distributions

Pursuant to Rule 19a-1 under the Investment Company Act of 1940

As noted in the table provided below, the Goldman Sachs Variable Insurance Trust: Goldman Sachs High Quality Floating Rate Fund and Goldman Sachs Core Fixed Income Fund made distributions for the quarter ending June 30, 2014 for which a portion is estimated to be in excess of the Funds’ current and accumulated net income as calculated in accordance with good accounting practice. As of June 30, 2014, the estimated sources of these distributions were as follows:

 

Fund

 

Net Income

 

Realized Gain

 

Capital Sources

GS High Quality

Floating Rate Fund

  67.96%   25.96%   6.08%

GS Core Fixed

Income Fund

  91.64%   8.36%   -

The ultimate composition of these distributions may vary from the estimates provided above due to a variety of factors including future income and expenses, allowance for interest receivable, and realized gains and losses from the purchase and sale of securities and other properties.

Please note that this information is being provided to satisfy certain notice requirements under the Investment Company Act of 1940. Tax reporting information for shareholders of the Funds will not be available until January, 2015. As a result, shareholders should not use the information provided in this notice for tax reporting purposes.

Should you have any questions, please call a Goldman Sachs Funds client representative at 1-800-621-2550.

 

IRS Circular 230 Disclosure:    Goldman Sachs does not provide legal, tax or accounting advice. Any statement contained in this communication (including any attachments) concerning U.S. tax matters is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties imposed on the relevant taxpayer. Clients of Goldman Sachs should obtain their own independent tax advice based on their particular circumstances.

 


TRUSTEES

Ashok N. Bakhru, Chairman

John P. Coblentz, Jr.

Diana M. Daniels

Joseph P. LoRusso

Herbert J. Markley

James A. McNamara

Jessica Palmer

Alan A. Shuch

Richard P. Strubel

Roy W. Templin

OFFICERS

James A. McNamara, President

Scott M. McHugh, Principal Financial Officer and Treasurer

Caroline L. Kraus, Secretary

 

GOLDMAN, SACHS & CO.

Distributor and Transfer Agent

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Investment Adviser

200 West Street, New York, New York 10282

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

The reports concerning the Funds included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Funds in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Funds, such as performance of the economy as a whole and of specific industry sectors, changes in the levels of interest rates, the impact of developing world events, and other factors that may influence the future performance of the Funds. Management believes these forward-looking statements to be reasonable, although they are inherently uncertain and difficult to predict. Actual events may cause adjustments in portfolio management strategies from those currently expected to be employed.

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities and information regarding how the Funds voted proxies relating to portfolio securities for the 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-621-2550; and (ii) on the Securities and Exchange Commission (“SEC”) web site at http://www.sec.gov.

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

The website links provided are for your convenience only and are not an endorsement or recommendation by GSAM of any of these websites or the products or services offered. GSAM is not responsible for the accuracy and validity of the content of these websites.

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

References to indices, benchmarks or other measures of relative market performance over a specified period of time are provided for your information only and do not imply that the portfolio will achieve similar results. The index composition may not reflect the manner in which a portfolio is constructed. While an adviser seeks to design a portfolio which reflects appropriate risk and return features, portfolio characteristics may deviate from those of the benchmark.

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

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

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

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

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

© 2014 Goldman Sachs. All rights reserved.

VITMLTISAR-14/121730.MF.MED.TMPL/8/2014

 


Goldman

Sachs Variable Insurance Trust

Goldman Sachs

Small Cap Equity Insights Fund*

 

* Effective April 30, 2014, the Goldman Sachs Structured Small Cap Equity Fund was renamed the Goldman Sachs Small Cap Equity Insights Fund

Semi-Annual Report

June 30, 2014

 

LOGO


GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

Principal Investment Strategies and Risks

 

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

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

The Goldman Sachs Small Cap Equity Insights Fund invests primarily in a broadly diversified portfolio of equity investments in small-capitalization U.S. issuers, including foreign issuers traded in the United States. The Fund’s equity investments will be subject to market risk, which means that the value of the securities in which it invests may go up or down in response to the prospects of individual companies, particular sectors and/or general economic conditions. The securities of mid- and small-capitalization companies involve greater risks than those associated with larger, more established companies and may be subject to more abrupt or erratic price movements. The Investment Adviser’s use of quantitative models to execute the Fund’s investment strategy may fail to produce the intended result. Different investment styles (e.g., “quantitative”) tend to shift in and out of favor, and at times the Fund may underperform other funds that invest in similar asset classes. The Fund may have a high rate of portfolio turnover, which involves correspondingly greater expenses which must be borne by the Fund, and is also likely to result in short-term capital gains taxable to shareholders.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

INVESTMENT OBJECTIVE

The Fund seeks long-term growth of capital.

 

 

Portfolio Management Discussion and Analysis

Effective April 30, 2014, Goldman Sachs Variable Insurance Trust — Goldman Sachs Structured Small Cap Equity Fund was re-named Goldman Sachs Variable Insurance Trust — Goldman Sachs Small Cap Equity Insights Fund (the “Fund”). Below, the Goldman Sachs Quantitative Investment Strategies Team discusses the Fund’s performance and positioning for the six-month period ended June 30, 2014 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Institutional and Service Shares generated cumulative total returns of 3.92% and 3.80%, respectively. These returns compare to the 3.19% cumulative total return of the Fund’s benchmark, the Russell 2000® Index (with dividends reinvested) (the “Russell Index”) during the same time period.

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

Representing the U.S. equity market, the S&P 500® Index gained 7.14% during the Reporting Period, enjoying a sixth consecutive quarterly gain, a stretch not seen since 1998. After a weak January 2014, U.S. equities rallied through the remainder of the Reporting Period, with the S&P 500® Index continuing to make new highs through the end of June 2014 amidst low volatility.

Economic data was slightly disappointing early in the Reporting Period. The housing market maintained its recovery, but the labor market remained weaker than expected. Additionally, fourth quarter 2013 Gross Domestic Product (“GDP”) was revised down to an annualized rate of 2.4% from 3.2%. The Federal Reserve (the “Fed”) reduced its asset purchases each month beginning in January 2014 and suggested a more hawkish stance in March 2014, dropping the threshold of 6.5% unemployment as a condition for raising interest rates. Fed Chair Yellen implied that interest rates could start to increase six months after the asset purchase program ends. Many U.S. corporate earnings announcements reflected top-line growth, though overall management guidance for 2014 was less optimistic than consensus.

During the second quarter of 2014, first quarter 2014 GDP was revised down to a contraction of 2.9%, largely due to disruption from severe winter weather. However, other economic data suggested the economy is improving. U.S. non-farm payrolls added 217,000 jobs in May 2014, and the national manufacturing Purchasing Managers Index (“PMI”), which rose to 56.4 in May 2014 from 55.4 in April 2014, showed the strongest reading in the past three months.

For the Reporting Period overall, all ten sectors within the S&P 500® Index were up, with the utilities, energy and health care sectors posting the largest gains in absolute terms. The top-weighted information technology sector was the largest positive contributor (weight times performance) to S&P 500® Index returns. The energy sector particularly benefited as oil prices climbed higher. Information technology and health care stocks benefited significantly from a robust merger and acquisition market. Conversely, consumer discretionary, industrials, telecommunication services and financials were the weakest sectors, though, as indicated, each still generated positive returns. Eight of the ten sectors in the Russell Index, representing the U.S. small-cap equity market, also were up, with the energy and utilities sectors gaining the most. Consumer discretionary and telecommunication services were weakest, generating negative returns.

All segments of the U.S. equity market advanced during the Reporting Period, with mid-cap stocks, as measured by the Russell Midcap® Index, gaining most, followed by large-cap stocks and then at some distance by small-cap stocks, as measured by the Russell 1000® Index and the Russell 2000® Index, respectively. Large-cap stocks were most successful relative to small-caps in the information technology sector. From a style perspective, value-oriented stocks significantly outpaced growth-oriented stocks across the capitalization spectrum. (All as measured by the Russell Investments indices.)

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

The Fund outperformed the Russell Index during the Reporting Period. Our security selection added to relative performance overall, only partially offset by our quantitative model’s investment themes, which dragged down relative results during the Reporting Period.

 

2


GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

What impact did the Fund’s investment themes have on performance during the Reporting Period?

As expected, and in keeping with our investment approach, our quantitative model and its six investment themes — Valuation, Profitability, Quality, Management, Momentum and Sentiment — had the greatest impact on relative performance. We use these themes to take a long-term view of market patterns and look for inefficiencies, selecting stocks for the Fund and overweighting or underweighting the ones chosen by the model. Over time and by design, the performance of any one of the model’s investment themes tends to have a low correlation with the model’s other themes, demonstrating the diversification benefit of the Fund’s theme-driven quantitative model. The variance in performance supports our research indicating that the diversification provided by the Fund’s different investment themes is a significant investment advantage over the long term, even though the Fund may experience underperformance in the short term. Of course, diversification does not protect an investor from market risk nor does it ensure a profit.

During the Reporting Period, three of our six investment themes detracted from the Fund’s relative performance — Quality, Valuation and Momentum. The Quality theme assesses both firm and financial quality. Valuation attempts to capture potential mispricings of securities, typically by comparing a measure of the company’s intrinsic value to its market value. The Momentum theme seeks to predict drifts in stock prices caused by delayed investor reaction to company-specific information and information about related companies.

The Fund’s Management theme contributed positively. The Management theme assesses the characteristics, policies and strategic decisions of company management.

The Sentiment and Profitability themes had a rather neutral impact on the Fund’s relative performance during the Reporting Period. The Sentiment theme reflects selected investment views and decisions of individuals and financial intermediaries. The Profitability theme assesses whether a company is earning more than its cost of capital.

How did the Fund’s sector and industry allocations affect relative performance?

In constructing the Fund’s portfolio, we focus on picking stocks rather than making industry or sector bets. Consequently, the Fund is similar to its benchmark, the Russell Index, in terms of its industry and sector allocation and style. We manage the Fund’s industry and sector exposure by including industry factors in our risk model and by explicitly penalizing industry and sector deviations from the benchmark index in optimization. Sector weights or changes in sector weights generally do not have a meaningful impact on relative performance.

Did stock selection help or hurt Fund performance during the Reporting Period?

We seek to outpace the Russell Index by overweighting stocks that we expect to outperform and underweighting those that we think may lag. We also build positions based on our thematic views. For example, the Fund aims to hold a basket of stocks with more favorable Momentum characteristics than the benchmark index. During the Reporting Period, stock selection overall contributed positively, albeit modestly, to the Fund’s relative performance.

Security selection in the information technology, consumer staples and health care sectors contributed most positively to the Fund’s relative returns. Stock selection in the energy, financials and materials sectors dampened the Fund’s results relative to the Russell Index.

Which individual stock positions contributed the most to the Fund’s relative returns during the Reporting Period?

The Fund benefited most from overweight positions in chicken food products producer Pilgrim’s Pride, oil and gas services provider Pioneer Energy Services and semiconductor device company Cavium. We chose to overweight Pilgrim’s Pride—a new position in the Fund during the Reporting Period — because of our positive views on Quality and Valuation. The Fund was overweight Pioneer Energy Services and Cavium due to our positive views on Quality and Sentiment.

Which individual positions detracted from the Fund’s results during the Reporting Period?

Detracting most from the Fund’s results relative to its benchmark index were overweight positions in Internet media solutions provider Blucora, staffing services provider Kelly Services and printing services provider VistaPrint NV. The Fund was overweight Blucora and Kelly Services due to our positive views on Valuation and Momentum. Our positive views on Quality and Valuation led us to overweight VistaPrint NV.

 

3


GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

How did the Fund use derivatives during the Reporting Period?

During the Reporting Period, we did not use derivatives as part of an active management strategy to add value to the Fund’s results. However, we used equity index futures contracts, on an opportunistic basis, to equitize the Fund’s excess cash holdings. In other words, we put the Fund’s excess cash holdings to work by using them as collateral for the purchase of stock futures.

Did you make any enhancements to your quantitative models during the Reporting Period?

We continuously look for ways to improve our investment process. In the first quarter of 2014, we implemented an enhancement to our U.S. investment model within the small-capitalization segment of the market. Based on our research, we have adjusted our model to place more weight on fundamental factors, such as attractive valuations and high quality earnings, compared to the large- and mid-capitalization segments of the market. Our research found that behavioral factors, such as positive sentiment and exposure to global themes and trends, allow us to seek more dynamic returns within more liquid segments of the market, including large-and mid-capitalization stocks. Additionally, we made refinements to our transaction cost model, an important component of our portfolio construction process for all regions.

In the second quarter of 2014, we enhanced our Sentiment theme in the U.S., Europe and emerging markets, and global linkages theme in the U.S. and Europe, utilizing natural language processing to analyze thousands of earnings call transcripts and sell-side analyst reports. We read through the entirety of each company’s latest earnings call transcript, identifying key words and phrases that capture the underlying tone of the management team. This provides a better insight into management’s perception of their company. We also enhanced our ability to identify groups of related companies within our global linkages theme. We read through hundreds of research analyst reports daily to identify groups of companies related to common trending topics in the market.

What was the Fund’s sector positioning relative to its benchmark index at the end of the Reporting Period?

As of June 30, 2014, the Fund was overweight the information technology and consumer discretionary sectors relative to the Russell Index. The Fund was underweight utilities, financials and energy and was rather neutrally weighted in materials, health care, industrials, telecommunication services and consumer staples compared to the benchmark index on the same date.

What is your strategy going forward for the Fund?

Looking ahead, we continue to believe that less expensive stocks should outpace more expensive stocks, and stocks with good momentum are likely to outperform those with poor momentum. We intend to maintain our focus on seeking companies about which fundamental research analysts are becoming more positive as well as profitable companies with sustainable earnings and a track record of using their capital to enhance shareholder value. As such, we anticipate remaining fully invested with long-term performance likely to be the result of stock selection rather than sector or capitalization allocations.

We stand behind our investment philosophy that sound economic investment principles, coupled with a disciplined quantitative approach, can provide strong, uncorrelated returns over the long term. Our research agenda is robust, and we continue to enhance our existing models, add new proprietary forecasting signals and improve our trading execution as we seek to provide the most value to our shareholders.

 

4


GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

Index Definitions

 

The Russell Midcap Index® measures the performance of the mid-cap segment of the U.S. equity universe. The Russell Midcap Index® is a subset of the Russell 1000® Index. It includes approximately 800 of the smallest securities based on a combination of their market cap and current index membership. The Russell Midcap Index represents approximately 31% of the total market capitalization of the Russell 1000 companies. The Russell Midcap Index® is constructed to provide a comprehensive and unbiased barometer for the mid-cap segment. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true mid-cap opportunity set.

The Russell 1000 Index® measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000® Index and includes approximately 1000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000 represents approximately 92% of the U.S. market. The Russell 1000 Index® is constructed to provide a comprehensive and unbiased barometer for the large-cap segment and is completely reconstituted annually to ensure new and growing equities are reflected.

The Russell 2000 Index® measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 Index® is a subset of the Russell 3000® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2000 is constructed to provide a comprehensive and unbiased small-cap barometer and is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set.

The S&P 500 Index® is the Standard & Poor’s 500 Composite Index of 500 stocks, an unmanaged index of common stock prices.

The MSCI EAFE Index® (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US & Canada. The MSCI EAFE Index consists of the following 21 developed market country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.

All index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.

 

5


FUND BASICS

 

Small Cap Equity Insights Fund

as of June 30, 2014

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/14    One Year      Five Years      Ten Years      Since Inception      Inception Date
Institutional      22.94      21.52      6.71      6.62    2/13/98
Service      22.68         21.23         N/A         7.35       8/31/07

 

1  The Standardized Total Returns are average annual total returns as of the most recent calendar quarter-end. They assume reinvestment of all distributions at net asset value. Because Institutional Shares and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the total return figures in the above chart. Please visit www.GSAMFUNDS.com to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Institutional        0.82      0.99
Service        1.07         1.24   

 

2  The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectuses for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2015, and prior to such date the Investment Adviser may not terminate the arrangements without the approval of the Fund’s Board of Trustees. If these arrangements are discontinued in the future, the expense ratios may change without shareholder approval.

TOP 10 HOLDINGS AS OF 6/30/143

 

Holding      % of Net Assets      Line of Business
Aspen Technology, Inc.        0.9%       Software & Services

Akorn, Inc

       0.8      

Pharmaceuticals, Biotechnology & Life Sciences

JetBlue Airways Corp.

       0.8      

Transportation

Buffalo Wild Wings, Inc.

       0.8      

Consumer Services

Integrated Device Technology, Inc.

       0.8      

Semiconductors & Semiconductor Equipment

Sanderson Farms, Inc.

       0.8      

Food, Beverage & Tobacco

Polypore International, Inc.

       0.8      

Capital Goods

The Geo Group, Inc.

       0.8      

Real Estate Investment Trust

Prosperity Bancshares, Inc.        0.8       Banks

SS&C Technologies Holdings, Inc.

       0.8      

Software & Services

 

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

 

6


FUND BASICS

 

FUND VS. BENCHMARK SECTOR ALLOCATIONS4

As of June 30, 2014

 

 

 

LOGO

 

 

 

4  The Fund is actively managed and, as such, its composition may differ over time. Consequently, the Fund’s overall sector allocations may differ from percentages contained in the graph above. The graph categorizes investments using Global Industry Classification Standard (“GICS”), however, the sector classifications used by the portfolio management team may differ from GICS. Underlying sector allocations of exchange traded funds held by the Fund, if any, are not reflected in the graph above. The percentage shown for each investment category reflects the value of investments in that category as a percentage of total market value (excluding investments in the securities lending reinvestment vehicle, if any). Investments in the securities lending reinvestment vehicle represented 7.4% of the Fund’s net assets at June 30, 2014. The graph depicts the Fund’s investments but may not represent the Fund’s market exposure due to the exclusion of certain derivatives, if any, as listed in the Additional Investment Information section of the Schedule of Investments.

 

7


GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

Schedule of Investments

June 30, 2014 (Unaudited)

 

Shares      Description    Value  
  Common Stocks – 97.6%   

 

Automobiles & Components – 0.9%

  

  43,451       Modine Manufacturing Co.*    $ 683,919   
  892       Standard Motor Products, Inc.      39,846   
  15,852       Stoneridge, Inc.*      169,933   
  3,730       Tower International, Inc.*      137,413   
     

 

 

 
        1,031,111   

 

 

 

 

Banks – 3.8%

  

  4,876       1st Source Corp.      149,303   
  53,906       CVB Financial Corp.      864,113   
  6,132       First Bancorp, Inc.      107,065   
  28,099       First Interstate Bancsystem, Inc.      763,731   
  1,568       Hancock Holding Co.      55,382   
  587       Iberiabank Corp.      40,614   
  11,752       International Bancshares Corp.      317,304   
  3,260       Oritani Financial Corp.      50,171   
  28,007       PrivateBancorp, Inc.      813,883   
  14,106       Prosperity Bancshares, Inc.      883,036   
  9,090       Radian Group, Inc.      134,623   
  17,032       United Community Banks, Inc.      278,814   
     

 

 

 
        4,458,039   

 

 

 

 

Capital Goods – 6.3%

  

  14,404       AAON, Inc.      482,822   
  22,769       AAR Corp.      627,514   
  3,352       American Science & Engineering, Inc.      233,266   
  5,860       American Woodmark Corp.*      186,758   
  6,629       Ducommun, Inc.*      173,216   
  828       DXP Enterprises, Inc.*      62,547   
  14,530       Engility Holdings, Inc.*      555,918   
  9,822       EnPro Industries, Inc.*      718,577   
  1,460       Esterline Technologies Corp.*      168,075   
  3,999       GrafTech International Ltd.*      41,830   
  8,281       Hyster-Yale Materials Handling, Inc.      733,200   
  12,852       John Bean Technologies Corp.      398,283   
  5,240       Kadant, Inc.      201,478   
  20,835       LSI Industries, Inc.      166,263   
  9,579       Miller Industries, Inc.      197,136   
  4,918       Moog, Inc. Class A*      358,473   
  18,796       Polypore International, Inc.*      897,133   
  2,179       Quanex Building Products Corp.      38,939   
  16,164       TAL International Group, Inc.*      717,035   
  3,794       Teledyne Technologies, Inc.*      368,663   
     

 

 

 
        7,327,126   

 

 

 

 

Commercial & Professional Services – 3.7%

  

  807       Barrett Business Services, Inc.      37,929   
  11,013       CDI Corp.      158,697   
  2,567       Civeo Corp.*      64,252   
  3,341       Deluxe Corp.      195,716   
  8,302       Heidrick & Struggles International, Inc.      153,587   
  6,584       Huron Consulting Group, Inc.*      466,279   
  2,981       ICF International, Inc.*      105,408   
  26,487       Kelly Services, Inc. Class A      454,782   

 

 

 
Shares      Description    Value  
  Common Stocks – (continued)   

 

Commercial & Professional Services – (continued)

  

  38,104       Kimball International, Inc. Class B    $ 637,099   
  24,911       Korn/Ferry International*      731,636   
  12,413       Mobile Mini, Inc.      594,459   
  3,098       Navigant Consulting, Inc.*      54,060   
  20,955       Quad/Graphics, Inc.      468,763   
  14,873       RPX Corp.*      263,996   
     

 

 

 
        4,386,663   

 

 

 

 

Consumer Durables & Apparel – 5.7%

  

  4,597       Callaway Golf Co.      38,247   
  1,818       Cavco Industries, Inc.*      155,075   
  9,460       Columbia Sportswear Co.      781,869   
  2,729       CSS Industries, Inc.      71,964   
  12,744       Ethan Allen Interiors, Inc.      315,286   
  11,346       Helen of Troy Ltd.*      687,908   
  14,583       Iconix Brand Group, Inc.*      626,194   
  6,517       iRobot Corp.*(a)      266,871   
  4,786       Movado Group, Inc.      199,433   
  3,229       NACCO Industries, Inc. Class A      163,387   
  13,921       Skechers U.S.A., Inc. Class A*      636,190   
  22,272       Steven Madden Ltd.*      763,930   
  11,940       Universal Electronics, Inc.*      583,627   
  20,406       William Lyon Homes Class A*      621,159   
  28,781       Wolverine World Wide, Inc.      750,033   
     

 

 

 
        6,661,173   

 

 

 

 

Consumer Services – 6.3%

  

  7,673       American Public Education, Inc.*      263,798   
  11,173       Bloomin’ Brands, Inc.*      250,610   
  19,200       Bridgepoint Education, Inc.*      254,976   
  5,746       Buffalo Wild Wings, Inc.*      952,170   
  5,481       Capella Education Co.      298,112   
  15,955       Fiesta Restaurant Group, Inc.*      740,471   
  25,474       K12, Inc.*      613,159   
  12,274       Marriott Vacations Worldwide Corp.*      719,625   
  15,802       Papa John’s International, Inc.      669,847   
  8,556       Red Robin Gourmet Burgers, Inc.*      609,187   
  26,270       Sonic Corp.*      580,042   
  3,348       Strayer Education, Inc.*      175,803   
  22,897       Texas Roadhouse, Inc.      595,322   
  13,612       The Cheesecake Factory, Inc.      631,869   
     

 

 

 
        7,354,991   

 

 

 

 

Diversified Financials – 4.6%

  

  14,640       Cash America International, Inc.      650,455   
  13,502       Cohen & Steers, Inc.(a)      585,717   
  677       Diamond Hill Investment Group, Inc.      86,466   
  12,120       Evercore Partners, Inc. Class A      698,597   
  51,266       Ezcorp, Inc. Class A*      592,122   
  1,827       Financial Engines, Inc.      82,727   
  7,909       GAMCO Investors, Inc. Class A      656,842   
  14,122       HFF, Inc. Class A      525,197   
  21,302       Investment Technology Group, Inc.*      359,578   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

 

 

Shares      Description    Value  
  Common Stocks – (continued)   

 

Diversified Financials – (continued)

  

  1,421       Nelnet, Inc. Class A    $ 58,872   
  4,792       Piper Jaffray Companies*      248,082   
  5,782       Stifel Financial Corp.*      273,778   
  7,779       World Acceptance Corp.*(a)      590,893   
     

 

 

 
        5,409,326   

 

 

 

 

Energy – 4.7%

  

  17,128       Basic Energy Services, Inc.*      500,480   
  5,329       Carrizo Oil & Gas, Inc.*      369,086   
  28,201       Comstock Resources, Inc.      813,317   
  3,425       Contango Oil & Gas Co.*      144,912   
  46,012       EXCO Resources, Inc.(a)      271,011   
  4,567       Exterran Holdings, Inc.      205,469   
  53,463       Forest Oil Corp.*      121,896   
  1,259       Forum Energy Technologies, Inc.*      45,865   
  11,199       Helix Energy Solutions Group, Inc.*      294,646   
  22,357       ION Geophysical Corp.*      94,346   
  13,012       Key Energy Services, Inc.*      118,930   
  36,650       Magnum Hunter Resources Corp.*      300,530   
  3,574       Matador Resources Co.*      104,647   
  11,984       PDC Energy, Inc.*(b)      756,789   
  49,965       Pioneer Energy Services Corp.*      876,386   
  43,530       Quicksilver Resources, Inc.*(a)      116,225   
  15,105       Tesco Corp.      322,341   
     

 

 

 
        5,456,876   

 

 

 

 

Food & Staples Retailing – 0.2%

  

  2,453       The Andersons, Inc.      126,526   
  5,020       The Pantry, Inc.*      81,324   
     

 

 

 
        207,850   

 

 

 

 

Food, Beverage & Tobacco – 1.6%

  

  9,071       Cal-Maine Foods, Inc.      674,157   
  3,992       Coca-Cola Bottling Co. Consolidated      294,091   
  9,263       Sanderson Farms, Inc.      900,363   
     

 

 

 
        1,868,611   

 

 

 

 

Health Care Equipment & Services – 5.1%

  

  1,662       Amsurg Corp.*      75,737   
  10,085       Anika Therapeutics, Inc.*      467,238   
  440       Atrion Corp.      143,440   
  2,128       Computer Programs & Systems, Inc.      135,341   
  965       CONMED Corp.      42,605   
  12,848       DexCom, Inc.*      509,552   
  7,277       ExamWorks Group, Inc.*      230,899   
  4,655       Greatbatch, Inc.*      228,374   
  2,887       Insulet Corp.*      114,527   
  3,435       Invacare Corp.      63,101   
  16,516       Kindred Healthcare, Inc.      381,520   
  11,395       Magellan Health, Inc.*      709,225   
  13,742       Masimo Corp.*      324,311   
  3,722       Molina Healthcare, Inc.*      166,113   
  2,500       National Healthcare Corp.      140,725   
  3,630       Natus Medical, Inc.*      91,258   
  12,156       NuVasive, Inc.*      432,389   

 

 

 
Shares      Description    Value  
  Common Stocks – (continued)   

 

Health Care Equipment & Services – (continued)

  

  1,653       Omnicell, Inc.*    $ 47,458   
  16,543       PharMerica Corp.*      472,964   
  22,345       Skilled Healthcare Group, Inc. Class A*      140,550   
  7,470       Triple-S Management Corp. Class B*      133,937   
  8,175       Vascular Solutions, Inc.*      181,403   
  10,648       WellCare Health Plans, Inc.*      794,980   
     

 

 

 
        6,027,647   

 

 

 

 

Household & Personal Products – 0.6%

  

  8,370       USANA Health Sciences, Inc.*(a)      654,032   

 

 

 

 

Insurance – 2.9%

  

  33,240       American Equity Investment Life Holding Co.      817,704   
  18,200       Amtrust Financial Services, Inc.(a)      760,942   
  13,405       Argo Group International Holdings Ltd.      685,129   
  2,632       Employers Holdings, Inc.      55,746   
  4,129       Global Indemnity PLC*      107,313   
  4,422       Maiden Holdings Ltd.      53,462   
  38,357       Symetra Financial Corp.      872,238   
     

 

 

 
        3,352,534   

 

 

 

 

Materials – 5.8%

  

  15,250       A. Schulman, Inc.      590,175   
  2,367       Balchem Corp.      126,776   
  4,402       Calgon Carbon Corp.*      98,297   
  41,596       Commercial Metals Co.      720,027   
  40,244       Globe Specialty Metals, Inc.      836,270   
  71,971       Graphic Packaging Holding Co.*      842,061   
  10,000       Kaiser Aluminum Corp.      728,700   
  20,521       Materion Corp.      759,072   
  27,819       Olin Corp.      748,887   
  10,320       OM Group, Inc.      334,678   
  10,236       Schnitzer Steel Industries, Inc. Class A      266,852   
  14,352       US Silica Holdings, Inc.      795,675   
     

 

 

 
        6,847,470   

 

 

 

 

Media – 0.1%

  

  8,061       Entercom Communications Corp. Class A*      86,495   
  7,679       Harte-Hanks, Inc.      55,212   
     

 

 

 
        141,707   

 

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences – 7.7%

  

  20,576       Acorda Therapeutics, Inc.*      693,617   
  10,168       Aegerion Pharmaceuticals, Inc.*(a)      326,291   
  37,633       Affymetrix, Inc.*      335,310   
  29,684       Akorn, Inc.*      986,993   
  27,901       Arena Pharmaceuticals, Inc.*(a)      163,500   
  1,185       Cepheid, Inc.*      56,809   
  64,208       Dyax Corp.*      616,397   
  26,849       Emergent Biosolutions, Inc.*      603,028   
  9,251       Genomic Health, Inc.*      253,477   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

Schedule of Investments (continued)

June 30, 2014 (Unaudited)

 

Shares      Description    Value  
  Common Stocks – (continued)   

 

Pharmaceuticals, Biotechnology & Life Sciences – (continued)

  

  15,896       Halozyme Therapeutics, Inc.*    $ 157,052   
  33,041       Horizon Pharma, Inc.*(a)      522,709   
  26,319       Impax Laboratories, Inc.*      789,307   
  3,146       Insys Therapeutics, Inc.*(a)      98,250   
  4,960       InterMune, Inc.*      218,984   
  24,565       Isis Pharmaceuticals, Inc.*(a)      846,264   
  10,479       Ligand Pharmaceuticals, Inc. Class B*      652,737   
  6,289       Luminex Corp.*      107,856   
  10,592       NPS Pharmaceuticals, Inc.*      350,066   
  689       Pacira Pharmaceuticals, Inc.*      63,291   
  6,275       PDL BioPharma, Inc.(a)      60,742   
  28,464       Repligen Corp.*      648,695   
  19,421       Sangamo Biosciences, Inc.*      296,559   
  25,949       Sciclone Pharmaceuticals, Inc.*      136,492   
  32,406       Zogenix, Inc.*      65,136   
     

 

 

 
        9,049,562   

 

 

 

 

Real Estate Investment Trust – 9.4%

  

  1,385       Altisource Residential Corp.      36,052   
  21,548       American Assets Trust, Inc.      744,483   
  29,983       Apollo Commercial Real Estate Finance, Inc.      494,420   
  7,531       Aviv REIT, Inc.      212,148   
  11,793       CoreSite Realty Corp.      389,994   
  18,034       Cousins Properties, Inc.      224,523   
  25,964       CubeSmart      475,660   
  6,043       CyrusOne, Inc.      150,471   
  26,345       DuPont Fabros Technology, Inc.      710,261   
  20,759       First Industrial Realty Trust, Inc.      391,100   
  11,279       Getty Realty Corp.      215,203   
  2,624       LaSalle Hotel Properties      92,601   
  11,111       Lexington Realty Trust      122,332   
  13,595       Pebblebrook Hotel Trust      502,471   
  17,830       Pennsylvania Real Estate Investment Trust      335,561   
  8,083       Pennymac Mortgage Investment Trust      177,341   
  9,212       PS Business Parks, Inc.      769,110   
  10,086       Redwood Trust, Inc.(a)      196,374   
  38,100       Resource Capital Corp.      214,503   
  29,213       RLJ Lodging Trust      843,964   
  11,334       Sovran Self Storage, Inc.      875,551   
  45,760       Strategic Hotels & Resorts, Inc.*      535,850   
  57,545       Sunstone Hotel Investors, Inc.      859,147   
  24,871       The Geo Group, Inc.      888,641   
  42,058       Western Asset Mortgage Capital Corp.(a)      595,962   
     

 

 

 
        11,053,723   

 

 

 

 

Retailing – 3.3%

  

  5,885       Brown Shoe Co., Inc.      168,370   
  5,934       Fred’s, Inc. Class A      90,731   
  8,599       Group 1 Automotive, Inc.      724,982   
  23,299       Haverty Furniture Companies, Inc.      585,504   

 

 

 
Shares      Description    Value  
  Common Stocks – (continued)   

 

Retailing – (continued)

  

  11,564       hhgregg, Inc.*(a)    $ 117,606   
  5,014       Lithia Motors, Inc. Class A      471,667   
  9,949       Mattress Firm Holding Corp.*(a)      475,065   
  11,759       Outerwall, Inc.*(a)      697,896   
  2,163       The Cato Corp. Class A      66,837   
  3,735       The Finish Line, Inc. Class A      111,079   
  29,214       The Pep Boys-Manny Moe & Jack*      334,792   
     

 

 

 
        3,844,529   

 

 

 

 

Semiconductors & Semiconductor Equipment – 7.8%

  

  21,613       Brooks Automation, Inc.      232,772   
  1,219       Cabot Microelectronics Corp.*      54,428   
  16,764       Cavium, Inc.*      832,500   
  35,926       Cirrus Logic, Inc.*      816,957   
  23,076       Diodes, Inc.*      668,281   
  40,448       Fairchild Semiconductor International, Inc.*      630,989   
  59,872       Integrated Device Technology, Inc.*      925,621   
  30,344       International Rectifier Corp.*      846,598   
  58,459       Intersil Corp. Class A      873,962   
  16,056       Lattice Semiconductor Corp.*      132,462   
  5,931       Microsemi Corp.*      158,714   
  17,285       Monolithic Power Systems, Inc.      732,020   
  20,193       OmniVision Technologies, Inc.*      443,842   
  4,390       Power Integrations, Inc.      252,601   
  51,748       Rambus, Inc.*      739,996   
  78,615       RF Micro Devices, Inc.*      753,918   
  2,278       TriQuint Semiconductor, Inc.*      36,015   
     

 

 

 
        9,131,676   

 

 

 

 

Software & Services – 9.9%

  

  12,367       Advent Software, Inc.      402,793   
  22,633       Aspen Technology, Inc.*      1,050,171   
  33,344       AVG Technologies NV*      671,215   
  1,202       Blackbaud, Inc.      42,960   
  7,009       Blucora, Inc.*      132,260   
  39,913       Ciber, Inc.*      197,170   
  10,487       comScore, Inc.*      372,079   
  24,986       Constant Contact, Inc.*      802,300   
  33,058       Conversant, Inc.*(a)      839,673   
  6,920       Ebix, Inc.(a)      99,025   
  2,233       Envestnet, Inc.*      109,238   
  2,411       ExlService Holdings, Inc.*      71,004   
  9,572       Forrester Research, Inc.      362,587   
  2,347       j2 Global, Inc.      119,368   
  6,509       LogMeIn, Inc.*      303,450   
  21,551       ManTech International Corp. Class A      636,186   
  19,803       Marchex, Inc. Class B      238,032   
  11,191       Monotype Imaging Holdings, Inc.      315,250   
  1,126       NetScout Systems, Inc.*      49,927   
  10,667       NIC, Inc.      169,072   
  26,048       Pegasystems, Inc.      550,134   
  7,763       QAD, Inc. Class A      165,507   
  19,928       SS&C Technologies Holdings, Inc.*      881,216   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

 

 

Shares      Description    Value  
  Common Stocks – (continued)   

 

Software & Services – (continued)

  

  15,372       Stamps.com, Inc.*    $ 517,883   
  39,378       Take-Two Interactive Software, Inc.*      875,767   
  13,045       TeleTech Holdings, Inc.*      378,175   
  4,485       Travelzoo, Inc.*      86,785   
  13,272       VistaPrint NV*(a)      536,985   
  21,543       Web.com Group, Inc.*      621,946   
     

 

 

 
        11,598,158   

 

 

 

 

Technology Hardware & Equipment – 3.2%

  

  8,154       Anixter International, Inc.      815,971   
  41,090       Aruba Networks, Inc.*      719,897   
  29,704       Benchmark Electronics, Inc.*      756,858   
  8,863       Calix, Inc.*      72,499   
  8,752       Checkpoint Systems, Inc.*      122,440   
  49,144       Harmonic, Inc.*      366,614   
  23,744       Imation Corp.*      81,679   
  7,852       Sanmina Corp.*      178,869   
  6,815       ScanSource, Inc.*      259,515   
  38,584       TTM Technologies, Inc.*      316,389   
     

 

 

 
        3,690,731   

 

 

 

 

Telecommunication Services – 0.3%

  

  8,305       magicJack VocalTec Ltd.*(a)      125,571   
  11,582       USA Mobility, Inc.      178,363   
     

 

 

 
        303,934   

 

 

 

 

Transportation – 3.1%

  

  4,142       Allegiant Travel Co.      487,803   
  15,443       ArcBest Corp.      671,925   
  3,203       Hawaiian Holdings, Inc.*      43,913   
  87,984       JetBlue Airways Corp.*(a)      954,627   
  31,348       Knight Transportation, Inc.      745,142   
  3,380       Marten Transport Ltd.      75,543   
  31,885       SkyWest, Inc.      389,635   
  11,218       Werner Enterprises, Inc.      297,389   
     

 

 

 
        3,665,977   

 

 

 
  Common Stocks – (continued)   

 

Utilities – 0.6%

  

  10,912       Avista Corp.    $ 365,770   
  2,953       New Jersey Resources Corp.      168,793   
  4,144       Southwest Gas Corp.      218,762   
     

 

 

 
        753,325   

 

 

 
 
 
TOTAL INVESTMENTS BEFORE SECURITIES LENDING
REINVESTMENT VEHICLE
  
  
  (Cost $99,330,364)    $ 114,276,771   

 

 

 
     
Shares      Distribution Rate    Value  
  Securities Lending Reinvestment Vehicle(c)(d) – 7.4%   

 
 

Goldman Sachs Financial Square Money Market Fund —
FST Shares

  
  

  8,691,612       0.066%    $ 8,691,612   
  (Cost $8,691,612)   

 

 

 
  TOTAL INVESTMENTS – 105.0%   
  (Cost $108,021,976)    $ 122,968,383   

 

 

 

 


 

LIABILITIES IN EXCESS OF


OTHER ASSETS – (5.0)%

     (5,822,953

 

 

 
  NET ASSETS – 100.0%    $ 117,145,430   

 

 

 

 

The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
*   Non-income producing security.
(a)   All or a portion of security is on loan.
(b)   All or a portion of security is segregated as collateral for initial margin requirements on futures transactions.
(c)   Variable rate security. Interest rate or distribution rate disclosed is that which is in effect at June 30, 2014.
(d)   Represents an affiliated issuer.

ADDITIONAL INVESTMENT INFORMATION

FUTURES CONTRACTS — At June 30, 2014, the Fund had the following futures contracts:

 

Type     

Number of

Contracts

Long (Short)

      

Expiration

Date

    

Current

Value

      

Unrealized

Gain (Loss)

 
Russell 2000 Mini Index        18         September 2014      $ 2,142,540         $ 38,762   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

Statement of Assets and Liabilities

June 30, 2014 (Unaudited)

 

  
Assets:       

Investments in unaffiliated issuers, at value (cost $99,330,364)(a)

   $ 114,276,771   

Investments in affiliated securities lending reinvestment vehicle, at value which equals cost

     8,691,612   

Cash

     3,022,755   

Receivables:

  

Investments sold

     6,594,289   

Dividends

     125,395   

Reimbursement from investment adviser

     47,823   

Variation margin on certain derivative contracts

     14,940   

Securities lending income

     14,473   

Fund shares sold

     13,233   

Other assets

     16,645   
Total assets      132,817,936   
  
  
Liabilities:  

Payables:

  

Payable upon return of securities loaned

     8,691,612   

Investments purchased

     6,661,315   

Fund shares redeemed

     143,536   

Amounts owed to affiliates

     73,621   

Accrued expenses

     102,422   
Total liabilities      15,672,506   
  
  
Net Assets:       

Paid-in capital

     89,519,237   

Undistributed net investment income

     637,111   

Accumulated net realized gain

     12,003,913   

Net unrealized gain

     14,985,169   
NET ASSETS    $ 117,145,430   

Net Assets:

  

Institutional

   $ 92,109,606   

Service

     25,035,824   

Total Net Assets

   $ 117,145,430   

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

  

Institutional

     5,880,239   

Service

     1,608,127   

Net asset value, offering and redemption price per share:

  

Institutional

     $15.66   

Service

     15.57   

(a) Includes loaned securities having a market value of $8,434,777.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

Statement of Operations

For the Six Months Ended June 30, 2014 (Unaudited)

 

  
Investment income:       

Dividends

   $ 623,789   

Securities lending income — affiliated issuer

     89,990   
Total investment income      713,779   
  
  
Expenses:       

Management fees

     438,984   

Professional fees

     45,491   

Printing and mailing costs

     44,494   

Distribution and Service fees — Service Class

     30,771   

Custody, accounting and administrative services

     30,672   

Trustee fees

     12,659   

Transfer Agent fees(a)

     11,705   

Other

     25,296   
Total expenses      640,072   

Less — expense reductions

     (121,608
Net expenses      518,464   
NET INVESTMENT INCOME      195,315   
  
  
Realized and unrealized gain (loss):       

Net realized gain from:

  

Investments

     8,546,969   

Futures contracts

     149,062   

Net change in unrealized gain (loss) on:

  

Investments

     (4,801,989

Futures contracts

     25,132   
Net realized and unrealized gain      3,919,174   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $ 4,114,489   

(a) Institutional and Service Shares had Transfer Agent fees of $9,244 and $2,461, respectively.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

Statements of Changes in Net Assets

 

     For the
Six Months Ended
June 30, 2014
(Unaudited)
     For the
Fiscal Year Ended
December 31, 2013
 
     
From operations:  

Net investment income

   $ 195,315       $ 835,904   

Net realized gain

     8,696,031         26,620,244   

Net change in unrealized gain (loss)

     (4,776,857      7,419,372   
Net increase in net assets resulting from operations      4,114,489         34,875,520   
     
     
Distributions to shareholders:              

From net investment income

     

Institutional Shares

             (886,878

Service Shares

             (173,884

From net realized gains

     

Institutional Shares

             (11,194,690

Service Shares

             (2,979,013
Total distributions to shareholders              (15,234,465
     
     
From share transactions:              

Proceeds from sales of shares

     6,735,911         15,763,057   

Reinvestment of distributions

             15,234,465   

Cost of shares redeemed

     (17,750,874      (32,227,693
Net decrease in net assets resulting from share transactions      (11,014,963      (1,230,171
TOTAL INCREASE (DECREASE)      (6,900,474      18,410,884   
     
     
Net assets:              

Beginning of period

     124,045,904         105,635,020   

End of period

   $ 117,145,430       $ 124,045,904   
Undistributed net investment income    $ 637,111       $ 441,796   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

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

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2014 - Institutional

  $ 15.07      $ 0.03      $ 0.56      $ 0.59      $      $      $      $ 15.66        3.92   $ 92,110        0.83 %(d)      1.02 %(d)      0.39 %(d)      63

2014 - Service

    15.00        0.01        0.56        0.57                             15.57        3.80        25,036        1.08 (d)      1.27 (d)      0.14 (d)      63   
                           

FOR THE FISCAL YEARS ENDED DECEMBER 31,

 

2013 - Institutional

    12.71        0.11        4.37        4.48        (0.16     (1.96     (2.12     15.07        35.62        98,114        0.82        0.98        0.77        152   

2013 - Service

    12.65        0.08        4.34        4.42        (0.11     (1.96     (2.07     15.00        35.38        25,932        1.07        1.23        0.52        152   

2012 - Institutional

    11.40        0.19 (e)      1.27 (f)      1.46        (0.15            (0.15     12.71        12.79 (e)      82,961        0.81        0.97        1.55 (e)      95   

2012 - Service

    11.35        0.17 (e)      1.25 (f)      1.42        (0.12            (0.12     12.65        12.47 (e)      22,674        1.06        1.22        1.34 (e)      95   

2011 - Institutional

    11.42        0.06 (g)      0.02 (h)      0.08        (0.10            (0.10     11.40        0.67        87,956        0.83        0.99        0.55 (g)      33   

2011 - Service

    11.37        0.03 (g)      0.02 (h)      0.05        (0.07            (0.07     11.35        0.41        22,973        1.08        1.24        0.30 (g)      33   

2010 - Institutional

    8.82        0.08 (i)      2.58        2.66        (0.06            (0.06     11.42        30.12        106,646        0.85        0.97        0.82 (i)      63   

2010 - Service

    8.78        0.06 (i)      2.56        2.62        (0.03            (0.03     11.37        29.86        27,428        1.10        1.22        0.58 (i)      63   

2009 - Institutional

    6.98        0.08 (j)      1.85        1.93        (0.09            (0.09     8.82        27.67        95,334        0.86        1.02        1.03 (j)      212   

2009 - Service

    6.96        0.07 (j)      1.83        1.90        (0.08            (0.08     8.78        27.26        23,291        1.11        1.27        0.83 (j)      212   

 

(a) Calculated based on the average shares outstanding methodology.
(b) Assumes investment at the net asset value at the beginning of the period, reinvestment of all distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c) The Fund's portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund's portfolio turnover rate may be higher.
(d) Annualized.
(e) Reflects income recognized from special dividends which amounted to $0.08 per share and 0.62% of average net assets.
(f) Reflects payment from affiliated relating to certain investment transactions which amount to $0.04 per share. Excluding such payment, the total return would have been 12.44% and 12.12%, respectively.
(g) Reflects income recognized from special dividends which amounted to $0.02 per share and 0.21% of average net assets.
(h) Reflects an increase of $0.02 due to payments received for class action settlements received this year.
(i) Reflects income recognized from special dividends which amounted to $0.04 per share and 0.43% of average net assets.
(j) Reflects income recognized from special dividends which amounted to $0.03 per share and 0.43% of average net assets.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

Notes to Financial Statements

June 30, 2014 (Unaudited)

 

1.    ORGANIZATION

 

Goldman Sachs Variable Insurance Trust (the “Trust” or “VIT”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust includes the Goldman Sachs Small Cap Equity Insights Fund (the “Fund”) (formerly the Goldman Sachs Structured Small Cap Equity Fund). The Fund is a diversified portfolio under the Act offering two classes of shares — Institutional and Service Shares. Shares of the Trust are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies.

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

2.    SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

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

 

16


GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS

 

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

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

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

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

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

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

Equity Securities — Equity securities and investment companies traded on a U.S. securities exchange or the NASDAQ system, or those located on certain foreign exchanges, including but not limited to the Americas, are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, equity securities and exchange traded investment companies are valued at the last bid price for long positions and at the last ask price for short positions. Investments in investment companies (other than those that are exchange traded) are valued at the NAV on the valuation date. To the extent these investments are actively traded, they are classified as Level 1 of the fair value hierarchy, otherwise they are generally classified as Level 2.

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

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

Exchange-traded derivatives, including futures contracts, typically fall within Level 1 of the fair value hierarchy. Over-the-counter (“OTC”) and centrally cleared derivatives are valued using market transactions and other market evidence, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources. Where models are used, the selection of a particular model to value an OTC and centrally cleared derivatives depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves,

 

17


GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS

 

measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC and centrally cleared derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC and centrally cleared derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence.

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

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

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

 

Investment Type      Level 1        Level 2        Level 3  
Assets               

Common Stock and/or Other Equity Investments(a)

North America

     $ 114,276,771         $         $   
Securities Lending Reinvestment Vehicle        8,691,612                       
Total      $ 122,968,383         $         $   
Derivative Type                              
Assets(b)               
Futures Contracts      $ 38,762         $         $   

 

(a) Amounts are disclosed by continent to highlight the impact of time zone differences between local market close and the calculation of net asset value. Security valuations are based on the principal exchange or system on which they are traded, which may differ from country of domicile. The Fund utilizes fair value model prices provided by an independent fair value service for international equities, resulting in a Level 2 classification.
(b) Amount shown represents unrealized gain (loss) at period end.

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

 

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

4.    INVESTMENTS IN DERIVATIVES

 

The following table sets forth, by certain risk types, the gross value of derivative contracts as of June 30, 2014. These instruments were used to meet the Fund’s investment objectives and to obtain and/or manage exposure related to the risks below. The value in the table below excludes the effects of cash collateral received or posted pursuant to these derivative contracts, and therefore are not representative of the Fund’s net exposure.

 

Risk  

Statement of

Assets and Liabilities

  Assets  
Equity   Variation margin on certain derivative contracts   $ 38,762 (a) 

 

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

The following table sets forth, by certain risk types, the Fund’s gains (losses) related to these derivatives and their indicative volumes for the six months ended June 30, 2014. These gains (losses) should be considered in the context that these derivative contracts may have been executed to create investment opportunities and/or economically hedge certain investments, and accordingly, certain gains (losses) on such derivative contracts may offset certain (losses) gains attributable to investments. These gains (losses) are included in “Net realized gain (loss)” or “Net change in unrealized gain (loss)” on the Statement of Operations:

 

Risk    Statement of Operations   Net
Realized
Gain (Loss)
    Net Change in
Unrealized
Gain (Loss)
    Average
Number of
Contracts(a)
 
Equity    Net realized gain (loss) from futures contracts/Net change in unrealized gain (loss) on futures contracts   $ 149,062      $ 25,132        4   

 

(a) Average number of contracts is based on the average of month end balances for the six months ended June 30, 2014.

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

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

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

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

4.    INVESTMENTS IN DERIVATIVES (continued)

 

counterparty risk by only entering into agreements with counterparties that it believes to be of good standing and by monitoring the financial stability of those counterparties.

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

5.    AGREEMENTS AND AFFILIATED TRANSACTIONS

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

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

For the six months ended June 30, 2014, contractual and effective net management fees with GSAM were at the following rates:

 

Contractual Management Fee Rate        
First
$2 billion
    Next
$3 billion
    Next
$3 billion
    Over
$8 billion
    Effective
Rate
    Effective Net
Management Fee Rate
 
  0.75%        0.68     0.65     0.64     0.75     0.70 %* 

 

* GSAM has agreed to waive a portion of its management fee in order to achieve a net management rate, as defined in the Fund’s most recent prospectus. This waiver will be effective through at least April 30, 2015, and prior to such date GSAM may not terminate the arrangement without approval of the Trustees. The Effective Net Management Rate above is calculated based on management rate before and after the waiver had been adjusted, if applicable. For the six months ended June 30, 2014, GSAM waived $29,266 of its management fee.

B.  Distribution and Service Plan — The Trust, on behalf of the Service Shares of the Fund, has adopted a Distribution and Service Plan (the “Plan”). Under the Plan, Goldman Sachs, which serves as distributor (the “Distributor”), is entitled to a fee accrued daily and paid monthly, for distribution services and personal and account maintenance services, which may then be paid by Goldman Sachs to authorized dealers, equal to, on an annual basis, 0.25% of the Fund’s average daily net assets attributable to Service Shares.

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

D.  Other Expense Agreements and Affiliated Transactions — GSAM has agreed to limit certain “Other Expense” of the Fund (excluding transfer agent fees and expenses, taxes, interest, brokerage fees, shareholder meetings, litigation, indemnification, and extraordinary expenses) to the extent such expenses exceed, on an annual basis, a percentage rate of the average daily net assets of the Fund. Such Other Expense reimbursements, if any, are accrued daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any. The Other Expense limitation as an annual percentage rate of average daily net assets for the Fund is 0.094%. The Other Expense limitation will remain in place through at least April 30, 2015, and prior to such date GSAM may not terminate the arrangement without the approval of the Trustees. For the six months ended June 30, 2014, GSAM reimbursed $90,715 to the Fund. The Fund bears its respective share of costs related to proxy and shareholder meetings, and GSAM has agreed to reimburse the Fund to the extent such expenses exceed a specified percentage of the Fund’s net assets. In addition, the Fund has entered into certain offset arrangements with the custodian and the transfer agent,

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

5.    AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

which may result in a reduction of the Fund’s expenses and are received irrespective of the application of the “Other Expense” limitation described above. For the six months ended June 30, 2014, custody fee credits were $1,627.

As of June 30, 2014, the amounts owed to affiliates of the Fund were $66,622, $5,096, and $1,903 for management, distribution and service, and transfer agent fees, respectively.

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

F.  Other Transactions with Affiliates — For the six months ended June 30, 2014, Goldman Sachs earned $322 in brokerage commissions from portfolio transactions, including futures transactions executed with Goldman Sachs as the Futures Commission Merchant, on behalf of the Fund.

6.    PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended June 30, 2014, were $72,202,104 and $82,470,363, respectively.

7.    SECURITIES LENDING

Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and the terms and conditions contained therein, the Fund may lend its securities through a securities lending agent, Goldman Sachs Agency Lending (“GSAL”), a wholly-owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs and affiliates. In accordance with the Fund’s securities lending procedures, the Fund receives cash collateral at least equal to the market value of the securities on loan. The market value of the loaned securities is determined at the close of business of the Fund, at their last sale price or official closing price on the principal exchange or system on which they are traded, and any additional required collateral is delivered to the Fund on the next business day. As with other extensions of credit, the Fund may experience a delay in the recovery of its securities or incur a loss should the borrower of the securities breach its agreement with the Fund or become insolvent at a time when the collateral is insufficient to cover the cost of repurchasing securities on loan. Dividend income received from securities on loan may not be subject to withholding taxes and therefore withholding taxes paid may differ from the amounts listed in the Statement of Operations.

The Fund invests the cash collateral received in connection with securities lending transactions in the Goldman Sachs Financial Square Money Market Fund (“Money Market Fund”), an affiliated series of the Trust. The Money Market Fund is registered under the Act as an open end investment company, is subject to Rule 2a-7 under the Act, and is managed by GSAM, for which GSAM may receive an investment advisory fee of up to 0.205% on an annualized basis of the average daily net assets of the Money Market Fund.

In the event of a default by a borrower with respect to any loan, GSAL will exercise any and all remedies provided under the applicable borrower agreement to make the Fund whole. These remedies include purchasing replacement securities by applying the collateral held from the defaulting broker against the purchase cost of the replacement securities. If, despite such efforts by GSAL to exercise these remedies, the Fund sustains losses as a result of a borrower’s default, GSAL indemnifies the Fund by purchasing replacement securities at its expense, or paying the Fund an amount equal to the market value of the replacement securities, subject to an exclusion for any shortfalls resulting from a loss of value in the cash collateral pool due to reinvestment risk and a

 

21


GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

7.    SECURITIES LENDING (continued)

 

requirement that the Fund agrees to assign rights to the collateral to GSAL for purpose of using the collateral to cover purchase of replacement securities as more fully described in the Securities Lending Agency Agreement.

At June 30, 2014, the Fund’s loaned securities were all subject to enforceable Securities Lending Agreements. Securities lending transactions on a net basis were as follows:

 

Securities Lending Transactions         
Total gross amount presented in Statement of Assets and Liabilities    $ 8,434,777   
Cash Collateral offsetting      (8,434,777
Net amount(1)    $   

 

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

Both the Fund and GSAL received compensation relating to the lending of the Fund’s securities. The amounts earned by the Fund for the six months ended June 30, 2014, are reported under Investment Income on the Statement of Operations. A portion of this amount, $82,868, represents compensation earned by the Fund from lending its securities to Goldman Sachs. For the six months ended June 30, 2014, GSAL earned $228,560 in fees as securities lending agent.

The following table provides information about the Fund’s investment in the Money Market Fund for the six months ended June 30, 2014:

 

Number of

Shares Held

Beginning of Period

  Shares Bought   Shares Sold    

Number of

Shares Held

End of Period

   

Value at End

of Period

 
9,795,085   35,401,089     (36,504,562     8,691,612      $ 8,691,612   

8.    TAX INFORMATION

As of the Fund’s most recent fiscal year end, December 31, 2013, the Fund’s capital loss carryforwards and certain timing differences, on a tax-basis were as follows:

 

Timing difference (Relating to REITs and BDC adjustments)      $ 8,482   

As of June 30, 2014, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:

 

Tax cost    $ 108,113,032   
Gross unrealized gain      17,595,052   
Gross unrealized loss      (2,739,701
Net unrealized security gain    $ 14,855,351   

The difference between GAAP-basis and tax-basis unrealized gains (losses) is attributable primarily to wash sales, net mark to market gains (losses) on regulated futures contracts and differences in the tax treatment of underlying fund investments, real estate investment trust investment, and passive foreign investment company investments.

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

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

9.    OTHER RISKS

 

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

Large Shareholder Redemptions Risk — The Fund may experience adverse effects when certain large shareholders, such as other funds, participating insurance companies, accounts and Goldman Sachs affiliates, purchase or redeem large amounts of shares of the Fund. Such large shareholder redemptions may cause the Fund to sell portfolio securities at times when it would not otherwise do so, which may negatively impact the Fund’s NAV and liquidity. Similarly, large Fund share purchases may adversely affect the Fund’s performance to the extent that the Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would. These transactions may also increase transaction costs. In addition, a large redemption could result in the Fund’s current expenses being allocated over a smaller asset base, leading to an increase in the Fund’s expense ratio.

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

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

10.    INDEMNIFICATIONS

 

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

11.    SUBSEQUENT EVENTS

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

 

23


GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

12.    SUMMARY OF SHARE TRANSACTIONS

 

Share activity is as follows:

 

     For the Six Months Ended
June 30, 2014
(Unaudited)
    For the Fiscal Year Ended
December 31, 2013
 
      Shares     Dollars     Shares     Dollars  
Institutional Shares         
Shares sold      443,992      $ 6,698,881        1,027,098      $ 15,552,232   
Reinvestment of distributions                    822,995        12,081,568   
Shares redeemed      (1,073,148     (15,907,702     (1,870,005     (27,808,623
       (629,156     (9,208,821     (19,912     (174,823
Service Shares         
Shares sold      2,499        37,030        14,725        210,825   
Reinvestment of distributions                    215,804        3,152,897   
Shares redeemed      (123,206     (1,843,172     (293,595     (4,419,070
       (120,707     (1,806,142     (63,066     (1,055,348
NET DECREASE      (749,863   $ (11,014,963     (82,978   $ (1,230,171

 

24


GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

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

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

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

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

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. As a shareholder of the Fund, you do not incur any transaction costs, such as sales charges, redemption fees, or exchange fees, but shareholders of other funds may incur such costs. The second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds whose shareholders may incur transaction costs.

 

Share Class   Beginning
Account Value
1/01/14
    Ending
Account Value
6/30/14
    Expenses Paid
for the
6  Months
Ended
6/30/14
*
 
Institutional        
Actual   $ 1,000      $ 1,039.20      $ 4.20   
Hypothetical 5% return     1,000        1,020.68     4.16   
Service        
Actual     1,000        1,038.00        5.46   
Hypothetical 5% return     1,000        1,019.44     5.41   

 

  * Expenses are calculated using the Fund’s annualized net expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2014. Expenses are calculated by multiplying the annualized net expense ratio by the average account value for the period; then multiplying the result by the number of days in the most recent fiscal half year; and then dividing that result by the number of days in the fiscal year. The annualized net expense ratios for the period were 0.83% and 1.08% for the Institutional and Service Shares, respectively.  

 

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

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

 

Background

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

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

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

  (a)   the nature and quality of the advisory, administrative and other services provided to the Fund by the Investment Adviser and its affiliates, including information about:
  (i)   the structure, staff and capabilities of the Investment Adviser and its portfolio management teams;
  (ii)   the groups within the Investment Adviser and its affiliates that support the portfolio management teams or provide other types of necessary services, including fund services groups (e.g., accounting and financial reporting, tax, shareholder services and operations), controls and risk management groups (e.g., legal, compliance, valuation oversight, credit risk management, internal audit, compliance testing, market risk analysis, finance and strategy and central funding), sales and distribution support groups and others (e.g., information technology and training);
  (iii)   trends in headcount;
  (iv)   the Investment Adviser’s financial resources and ability to hire and retain talented personnel and strengthen its operations; and
  (v)   the parent company’s support of the Investment Adviser and its mutual fund business, as expressed by the firm’s senior management;
  (b)   information on the investment performance of the Fund, including comparisons to the performance of a group of similar mutual funds, as provided by a third party mutual fund data provider engaged as part of the contract review process (the “Outside Data Provider”), and its benchmark performance index, and general investment outlooks in the markets in which the Fund invests;
  (c)   the terms of the Management Agreement and agreements with affiliated service providers entered into by the Trust on behalf of the Fund;
  (d)   expense information for the Fund, including:
  (i)   the relative management fee and expense levels of the Fund as compared to those of comparable funds managed by other advisers, as provided by the Outside Data Provider;
  (ii)   the Fund’s expense trends over time; and
  (iii)   to the extent the Investment Adviser manages institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, comparative information on the advisory fees charged and services provided to those accounts by the Investment Adviser;
  (e)   with respect to the extensive investment performance and expense comparison data provided by the Outside Data Provider, its processes in producing that data for the Fund;
  (f)   the undertakings of the Investment Adviser to waive certain fees and to limit certain expenses of the Fund that exceed a specified level, and a summary of contractual fee reductions made by the Investment Adviser and/or its affiliates over the past several years with respect to the Fund;
  (g)   information relating to the profitability of the Management Agreement and the transfer agency and distribution and service arrangements of the Fund and the Trust as a whole to the Investment Adviser and its affiliates;
  (h)   whether the Fund’s existing management fee schedule adequately addressed any economies of scale;
  (i)   a summary of the “fall-out” benefits derived by the Investment Adviser and its affiliates from their relationships with the Fund, including the fees received by the Investment Adviser’s affiliates from the Fund for transfer agency, securities lending, portfolio trading, distribution and other services;

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

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

 

  (j)   a summary of potential benefits derived by the Fund as a result of its relationship with the Investment Adviser;
  (k)   information regarding commissions paid by the Fund and broker oversight, other information regarding portfolio trading and how the Investment Adviser carries out its duty to seek best execution;
  (l)   the manner in which portfolio manager compensation is determined; and the number and types of accounts managed by the portfolio managers;
  (m)   the nature and quality of the services provided to the Fund by its unaffiliated service providers, and the Investment Adviser’s general oversight and evaluation (including reports on due diligence) of those service providers as part of the administration services provided under the Management Agreement; and
  (n)   the Investment Adviser’s processes and policies addressing various types of potential conflicts of interest; its approach to risk management; the annual review of the effectiveness of the Fund’s compliance program; and periodic compliance reports.

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

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

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

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

Investment Performance

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

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

 

27


GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

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

 

monitoring and management influences portfolio management. They noted the efforts of the Fund’s portfolio management team to enhance the investment model used in managing the Fund.

The Trustees observed that the Fund’s Service Shares had placed in the second quartile of the Fund’s peer group for the five-year period and in the third quartile for the one- and three-year periods, and had outperformed the Fund’s benchmark index for the five-year period and underperformed the Fund’s benchmark index for the one- and three-year periods ended March 31, 2014.

Costs of Services Provided and Competitive Information

The Trustees considered the contractual terms of the Management Agreement and the fee rates payable by the Fund thereunder. In this regard, the Trustees considered information on the services rendered by the Investment Adviser to the Fund, which included both advisory and administrative services that were directed to the needs and operations of the Fund as a registered mutual fund.

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

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

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

Profitability

The Trustees reviewed the Investment Adviser’s revenues and pre-tax profit margins with respect to the Trust and the Fund. In this regard the Trustees noted that they had received, among other things, profitability analyses and summaries, revenue and expense schedules by Fund and by function (i.e., investment management, transfer agency and distribution and service) and information on the Investment Adviser’s expense allocation methodology. They observed that the profitability and expense figures are substantially similar to those used by the Investment Adviser for many internal purposes, including compensation decisions among various business groups, and are thus subject to a vigorous internal debate about how certain revenue and expenses should be allocated. The Trustees also noted that the internal audit group within the Goldman Sachs organization had audited the expense allocation methodology and was satisfied with the reasonableness, consistency, and accuracy of the Investment Adviser’s expense allocation methodology and profitability analysis calculations. Profitability data for the Trust and the Fund were provided for 2013 and 2012, and the Trustees considered this information in relation to the Investment Adviser’s overall profitability. The Trustees considered the Investment Adviser’s revenues and pre-tax profit margins both in absolute terms and in comparison to information on the reported pre-tax profit margins earned by certain other asset management firms.

Economies of Scale

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

 

First $2 billion     0.75
Next $3 billion     0.68   
Next $3 billion     0.65   
Over $8 billion     0.64   

 

28


GOLDMAN SACHS VARIABLE INSURANCE TRUST SMALL CAP EQUITY INSIGHTS FUND

 

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

 

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

Other Benefits to the Investment Adviser and Its Affiliates

The Trustees also considered the other benefits derived by the Investment Adviser and its affiliates from their relationships with the Fund as stated above, including: (a) transfer agency fees received by Goldman, Sachs & Co. (“Goldman Sachs”); (b) brokerage and futures commissions earned by Goldman Sachs for executing securities and futures transactions on behalf of the Fund; (c) trading efficiencies resulting from aggregation of orders of the Fund with those for other funds or accounts managed by the Investment Adviser; (d) fees earned by Goldman Sachs Agency Lending (“GSAL”), an affiliate of the Investment Adviser, as securities lending agent (and fees earned by the Investment Adviser for managing the fund in which the Fund’s cash collateral is invested); (e) the Investment Adviser’s ability to leverage the infrastructure designed to service the Fund on behalf of its other clients; (f) the Investment Adviser’s ability to cross-market other products and services to Fund shareholders; (g) Goldman Sachs’ retention of certain fees as Fund Distributor; (h) the Investment Adviser’s ability to negotiate better pricing with custodians on behalf of its other clients, as a result of the relationship with the Fund; and (i) the possibility that the working relationship between the Investment Adviser and the Fund’s third party service providers may cause those service providers to be more likely to do business with other areas of Goldman Sachs. In the course of considering the foregoing, the Independent Trustees requested and received further information quantifying certain of these fall-out benefits. They also considered the benefits to GSAL and the Investment Adviser from the Fund’s securities lending program and observed that, although the benefits to GSAL and the Investment Adviser were meaningful, the benefits to the Fund from its participation in the program were greater, as measured by the revenue it received in connection with the program.

Other Benefits to the Fund and Its Shareholders

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

Conclusion

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

 

29


TRUSTEES   OFFICERS
Ashok N. Bakhru, Chairman   James A. McNamara, President

John P. Coblentz, Jr.

Diana M. Daniels

 

Scott M. McHugh, Principal Financial Officer

and Treasurer

Joseph P. LoRusso   Caroline L. Kraus, Secretary
Herbert J. Markley  
James A. McNamara  
Jessica Palmer  
Alan A. Shuch  
Richard P. Strubel  
Roy W. Templin  

GOLDMAN, SACHS & CO.

Distributor and Transfer Agent

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Investment Adviser

200 West Street, New York

New York 10282

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

The reports concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, such as performance of the economy as a whole and of specific industry sectors, changes in the levels of interest rates, the impact of developing world events, and other factors that may influence the future performance of the Fund. Management believes these forward-looking statements to be reasonable, although they are inherently uncertain and difficult to predict. Actual events may cause adjustments in portfolio management strategies from those currently expected to be employed.

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities for the 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-621-2550; and (ii) on the Securities and Exchange Commission (“SEC”) web site at http://www.sec.gov.

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

The website links provided are for your convenience only and are not an endorsement or recommendation by GSAM of any of these websites or the products or services offered. GSAM is not responsible for the accuracy and validity of the content of these websites.

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

References to indices, benchmarks or other measures of relative market performance over a specified period of time are provided for your information only and do not imply that the portfolio will achieve similar results. The index composition may not reflect the manner in which a portfolio is constructed. While an adviser seeks to design a portfolio which reflects appropriate risk and return features, portfolio characteristics may deviate from those of the benchmark.

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

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

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

This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman Sachs Variable Insurance Trust: Goldman Sachs Small Cap Equity Insight Fund (formerly, Structured Small Cap Equity Fund).

© 2014 Goldman Sachs. All rights reserved.

VITSCSAR-14/136463.MF.MED.TMPL/8/2014


Goldman

Sachs Variable Insurance Trust

Goldman Sachs

Strategic Growth Fund

Semi-Annual Report

June 30, 2014

 

LOGO


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Principal Investment Strategies and Risks

 

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

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

The Goldman Sachs Strategic Growth Fund invests primarily in U.S. equity investments. The Fund’s equity investments are subject to market risk, which means that the value of the securities in which it invests may go up or down in response to the prospects of individual companies, particular sectors and/or general economic conditions. Different investment styles (e.g., “growth”) tend to shift in and out of favor, and at times the Fund may underperform other funds that invest in similar asset classes.

 

1


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

INVESTMENT OBJECTIVE

The Fund seeks long-term growth of capital.

 

 

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Growth Investment Team discusses the Goldman Sachs Variable Insurance Trust — Goldman Sachs Strategic Growth Fund’s (the “Fund”) performance and positioning for the six-month period ended June 30, 2014 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Institutional and Service Shares generated cumulative total returns of 4.65% and 4.49%, respectively. These returns compare to the 6.31% cumulative total return of the Fund’s benchmark, the Russell 1000® Growth Index (with dividends reinvested) (the “Russell Index”), during the same time period.

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

Representing the U.S. equity market, the S&P 500® Index gained 7.14% during the Reporting Period, enjoying a sixth consecutive quarterly gain, a stretch not seen since 1998. After a weak January 2014, U.S. equities rallied through the remainder of the Reporting Period, with the S&P 500® Index continuing to make new highs through the end of June 2014 amidst low volatility.

Economic data was slightly disappointing early in the Reporting Period. The housing market maintained its recovery, but the labor market remained weaker than expected. Additionally, fourth quarter 2013 Gross Domestic Product (“GDP”) was revised down to an annualized rate of 2.4% from 3.2%. The Federal Reserve (the “Fed”) reduced its asset purchases each month beginning in January 2014 and suggested a more hawkish stance in March 2014, dropping the threshold of 6.5% unemployment as a condition for raising interest rates. Fed Chair Yellen implied that interest rates could start to increase six months after the asset purchase program ends. Many U.S. corporate earnings announcements reflected top-line growth, though overall management guidance for 2014 was less optimistic than consensus.

During the second quarter of 2014, first quarter 2014 GDP was revised down to a contraction of 2.9%, largely due to disruption from severe winter weather. However, other economic data suggested the economy is improving. U.S. non-farm payrolls added 217,000 jobs in May 2014, and the national manufacturing Purchasing Managers Index (“PMI”), which rose to 56.4 in May 2014 from 55.4 in April 2014, showed the strongest reading in the past three months.

For the Reporting Period overall, all ten sectors within the S&P 500® Index were up, with the utilities, energy and health care sectors posting the largest gains in absolute terms. The top-weighted information technology sector was the largest positive contributor (weight times performance) to S&P 500® Index returns. The energy sector particularly benefited as oil prices climbed higher. Information technology and health care stocks benefited significantly from a robust merger and acquisition market. Conversely, consumer discretionary, industrials, telecommunication services and financials were the weakest sectors, though, as indicated, each still generated positive returns.

All segments of the U.S. equity market advanced during the Reporting Period, with mid-cap stocks, as measured by the Russell Midcap® Index, gaining most, followed by large-cap stocks and then at some distance by small-cap stocks, as measured by the Russell 1000® Index and the Russell 2000® Index, respectively. Large-cap stocks were most successful relative to small-caps in the information technology sector. From a style perspective, value-oriented stocks significantly outpaced growth-oriented stocks across the capitalization spectrum. (All as measured by the Russell Investments indices.)

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

The Fund’s performance relative to the Russell Index during the Reporting Period can be attributed primarily to stock selection overall.

Which equity market sectors most significantly affected Fund performance?

Detracting most from the Fund’s relative results during the Reporting Period was stock selection in the consumer discretionary, consumer staples and health care sectors. Partially offsetting such detractors was effective stock selection in the information technology sector and, to a lesser degree in the telecommunication services sector, each of which contributed positively to the Fund’s performance relative to the Russell Index during the Reporting Period.

 

 

2


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

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

Detracting most from the Fund’s results relative to its benchmark index were positions in natural foods supermarket owner and operator Whole Foods Market, professional networking website LinkedIn and regulated exchange and clearing house operator IntercontinentalExchange Group.

Whole Foods Market was the biggest detractor from the Fund’s relative performance during the Reporting Period, as the company reported worse than expected fiscal second quarter results. The company also lowered its full year 2014 outlook and introduced its five-year earnings outlook, which was below market expectations. Despite the lackluster results, at the end of the Reporting Period, we continued to believe Whole Foods Market was a high quality company well positioned to be a strong outperformer over the long term. In our view, its sales have the potential to accelerate should price reductions over the last few quarters pay off, should new store cannibalization decline and should results from bad weather roll off. Lastly, we continued to believe at the end of the Reporting Period that the stock was attractively valued for a company with strong market share and above average growth potential relative to peers.

LinkedIn, a new purchase for the Fund during the Reporting Period, was a top detractor from the Fund’s relative performance. Its weak performance resulted primarily from fourth quarter 2013 earnings that were below expectations. At the end of the Reporting Period, we believed LinkedIn has an open-ended market opportunity as it continues to disrupt the recruiting industry and monetizes its extensive and rapidly growing global user base. Furthermore, LinkedIn has targeted new member opportunities in the service industry, despite being branded as a white-collar service provider. While the stock may not have appeared overly inexpensive on a number of valuation metrics at the end of the Reporting Period, we believed it warranted a premium valuation as the company could exceed earnings expectations should it successfully capture additional subscribers and develop its platform.

Intercontinental Exchange detracted from the Fund’s relative performance, as its shares took a pause at the start of this calendar year following strong performance in 2013 and with weaker than normal trading volumes year-to-date through June 2014. Despite this short-term weakness, we remained confident at the end of the Reporting Period in the company’s long-term growth opportunity, as it has a leading position in the over-the-counter market and should benefit from the globalization of markets and the migration toward clearing and post-trade automation. Additionally, we believe its recent acquisition of Singapore Mercantile Exchange complements the company’s current international footprint.

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

The Fund benefited relative to the Russell Index from positions in specialty coffee and coffeemaker company Keurig Green Mountain, natural resources exploration and production company Anadarko Petroleum and global commercial real estate services firm CBRE Group.

Keurig Green Mountain was the top contributor to the Fund’s performance during the Reporting Period. Its shares rose following the announcement that Coca-Cola purchased a 10% stake in the company and entered into a 10-year agreement to develop Coke brand products for the Keurig Cold beverage system. The company also benefited from exposure to the Starbucks, Dunkin, Folgers and Costco brands. Further, shareholders approved the company’s official name change to Keurig Green Mountain from Green Mountain Coffee Roasters, recognizing the value that Keurig has brought to the overall franchise and creating a powerful corporate identity. Following the stock’s strong recent performance, we sold the Fund’s position in Keurig Green Mountain during the Reporting Period, taking profits.

Shares of Anadarko Petroleum rose during the Reporting Period and contributed to the Fund’s relative returns. Investors reacted positively after the company announced it had reached a settlement related to the Tronox litigation. Anadarko Petroleum agreed to pay $5.15 billion, which was less than originally anticipated. At the end of the Reporting Period, we continued to believe Anadarko Petroleum is a well-positioned franchise given its proven reserves, strong production growth, quality asset portfolio and significant development opportunities.

CBRE Group was a top contributor to the Fund’s relative results during the Reporting Period. The company reported a strong first quarter of 2014 and issued full-year 2014 guidance that management suggested could prove conservative. We believe the rest of 2014 could shape up well for CBRE Group, as it continued to post strong results, and trends appeared to us to be solid. In addition, the potential improvement in the availability of credit and strong inflows in its investment management business are encouraging. At the end of the Reporting Period, we continued to believe CBRE Group has strong growth potential as it is a market leader and share gainer with tailwinds from solid commercial real estate trends. CBRE Group also has a growing base of recurring revenue coming from its suite of fully outsourced commercial real estate services.

 

3


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

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

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

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

Among the purchases initiated during the Reporting Period, we established a Fund position in Mylan, a U.S.-based pharmaceutical company that develops, manufactures and distributes generic and specialty pharmaceuticals globally. We believe Mylan is a high quality franchise that operates in segments of the generics market with high barriers to entry and that its management team is comprised of solid operators. The company has above-average profitability and, in our view, underappreciated growth potential. We believe Mylan may deliver better than expected revenue growth over the next couple of years with continued margin expansion. Ultimately, the catalyst for us initiating the position was that we believe the market is significantly undervaluing the growth potential of Mylan, and we believe consensus estimates are too low. In other words, we believed shares of Mylan presented a compelling risk/reward opportunity at the time of purchase.

We initiated a Fund position in professional networking website LinkedIn, mentioned earlier. We believe LinkedIn is one of the fastest growing and most open-ended opportunities in the Internet industry. The company has been a disruptive force in the recruitment industry and has what we view as an unmatched value proposition with limited competition. The company is seeking to expand its addressable market and its user base beyond the white collar professional. LinkedIn also continues to add new and premium services to drive growth and deepen user engagement. Additionally, the company has, we believe, a significant advertising revenue opportunity. We initiated the Fund’s position as the stock pulled back, and even while the stock may not have appeared inexpensive on a number of valuation metrics, we believe its valuation was reasonable relative to its rapid growth rate and versus other rapidly growing technology companies at a similar stage in its life cycle.

We established a Fund position in Kansas City Southern, a transportation holding company with domestic and international rail operations in North America. The company has an approximately 50% market share of cross-border trade with Mexico, leaving it with minimal competition in the area. Kansas City Southern is also one of only eight Class I rails in North America across four distinct regions. (In the U.S., the Surface Transportation Board defines a Class I railroad as having annual carrier operating revenues of $250 million or more after adjusting for inflation using the Railroad Freight Price Index developed by the Bureau of Labor Statistics.) Such regional structure could spur increased efficiencies and the acquisition of valuable cross-border tracks in an industry with high barriers to entry. At the end of the Reporting Period, we were constructive on Kansas City Southern’s long-term growth trajectory, a view reinforced by the significant track and locomotive investment the company has made over the past 15 years — equipment that possesses a useful life of approximately 50 years.

In addition to those sales already mentioned, we exited the Fund’s position in FedEx during the Reporting Period. While we continue to believe in the strength of FedEx’s business, the stock has historically been a strong performer since we initiated the position and thus we took the opportunity to take profits and reallocate the assets into names with what we considered to have more attractive risk/reward profiles.

We sold the Fund’s position in global pharmaceuticals company Sanofi. Sanofi has a large exposure to emerging markets, where we became concerned by the slowdown in growth across pharmaceuticals, particularly as it relates to the company’s Brazil exposure.

We eliminated the Fund’s position in Salesforce.com. While we have a constructive view of the company, the stock had appreciated rapidly ahead of its fourth quarter 2013 earnings report. Believing the company’s growth opportunity was increasingly reflected in its valuation, we decided to transition our exposure to other technology names that had underperformed during the same time period but which currently offered more attractive returns, in our view.

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

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

 

4


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

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

At the end of June 2014, the Fund had overweighted positions relative to the Russell Index in the consumer discretionary and financials sectors. On the same date, the Fund had underweighted positions compared to the Russell Index in energy, health care and materials and was rather neutrally weighted to the Russell Index in information technology, consumer staples and industrials. The Fund had no exposure to the utilities and telecommunication services sectors at the end of the Reporting Period.

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

Almost six years since the onset of the most recent global financial crisis, which was quickly followed by the Eurozone crisis, the global economy continues to improve, if slowly. Companies are starting to invest for growth, notably through mergers and acquisitions, and corporate earnings are broadly increasing, even if not as fast as expected. Furthermore, correlations and volatility have fallen from elevated levels during the crises. Given this backdrop, we believed at the end of the Reporting Period that equity market total returns for calendar year 2014 are likely to be close to the historical average. Equity performance was strong during the Reporting Period in many markets, nudging valuations higher to roughly historical average levels. However, the global economic recovery appears to be broadening, and equity risk premiums are still above average, suggesting to us that equities may look attractive relative to other assets. That said, average valuations for many international equity markets may reduce upside potential and thus make stock-picking more critical for generating returns.

In our view, U.S. equities overall could benefit from having the strongest macroeconomic outlook amongst the developed markets as well as exposure to growth spending. Consensus estimates for U.S. GDP growth are 2.5% for 2014 and 3.5% for 2015, which are more than one percentage point higher than estimates for the Eurozone and Japan in both years. We believe the U.S. equity market is also well positioned to potentially benefit from the current strong merger and acquisition activity in the information technology and health care sectors, which together account for approximately 30% of the S&P 500® Index. We expect forthcoming capital expenditures to benefit several U.S. equity market sectors as well. Further, we continue to have a favorable view on companies and industries positively impacted by U.S. shale development. We particularly like U.S. energy companies with predominantly domestic assets, which we believe could have an advantage over the more internationally-focused companies. We also favor companies that could benefit from cheaper U.S. feedstock, such as refiners and petrochemical producers.

As companies differentiate themselves with revenue and earnings growth, we believe fundamental active managers have an excellent opportunity to similarly differentiate their portfolios and performance. As always, we maintain our focus on seeking companies that we believe could potentially generate long-term growth in today’s ever-changing market conditions.

 

5


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Index Definitions

 

The Russell Midcap® Index measures the performance of the mid-cap segment of the U.S. equity universe. The Russell Midcap® Index is a subset of the Russell 1000® Index. The Russell Midcap® Index includes approximately 800 of the smallest securities based on a combination of their market cap and current index membership. The Russell Midcap® Index represents approximately 31% of the total market capitalization of the Russell 1000® Index companies. The Russell Midcap® Index is constructed to provide a comprehensive and unbiased barometer for the mid-cap segment. The Russell Midcap® Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true mid-cap opportunity set.

The Russell 1000® Index measures the performance of the large-cap segment of the U.S. equity universe. The Russell 1000® Index is a subset of the Russell 3000® Index and includes approximately 1000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000® Index represents approximately 92% of the U.S. market. The Russell 1000® Index is constructed to provide a comprehensive and unbiased barometer for the large-cap segment and is completely reconstituted annually to ensure new and growing equities are reflected.

The Russell 2000® Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000® Index is a subset of the Russell 3000® Index representing approximately 10% of the total market capitalization of that index. The Russell 2000® Index includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2000® Index is constructed to provide a comprehensive and unbiased small-cap barometer and is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set.

The S&P 500® Index is the Standard & Poor’s 500 Composite Index of 500 stocks, an unmanaged index of common stock prices.

All index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.

 

6


FUND BASICS

 

Strategic Growth Fund

as of June 30, 2014

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 06/30/14    One Year      Five Years      Ten Years      Since Inception      Inception Date
Institutional      27.45      16.82      7.23      4.99    4/30/98
Service      27.09         16.50         N/A         6.83       1/09/06

 

1  The Standardized Total Returns are average annual total returns as of the most recent calendar quarter-end. They assume reinvestment of all distributions at net asset value. Because Institutional Shares and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the total return figures in the above chart. Please visit www.GSAMFUNDS.com to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Institutional        0.81      0.85
Service        1.06         1.10   

 

2  The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectuses for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2015, and prior to such date the Investment Adviser may not terminate the arrangements without the approval of the Fund’s Board of Trustees. If these arrangements are discontinued in the future, the expense ratios may change without shareholder approval.

TOP TEN HOLDINGS AS OF 6/30/143

 

Holding      % of Net Assets      Line of Business

Apple, Inc.

       5.2%      

Technology Hardware & Equipment

American Tower Corp. (REIT)

       3.2     

Real Estate

Amazon.com, Inc.

       2.5      

Retailing

Equinix, Inc.

       2.4      

Software & Services

Costco Wholesale Corp.

       2.3      

Food & Staples Retailing

Oracle Corp.

       2.3      

Software & Services

Google, Inc. Class A

       2.2      

Software & Services

Google, Inc. Class C

       2.2      

Software & Services

Honeywell International, Inc.

       2.0     

Capital Goods

EMC Corp.

       1.9      

Technology Hardware & Equipment

 

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

 

7


FUND BASICS

 

FUND vs. BENCHMARK SECTOR ALLOCATIONS4

As of June 30, 2014

 

 

 

LOGO

 

 

 

4  The Fund is actively managed and, as such, its composition may differ over time. Consequently, the Fund’s overall sector allocations may differ from percentages contained in the graph above. The graph categorizes investments using Global Industry Classification Standard (“GICS”), however, the sector classifications used by the portfolio management team may differ from GICS. Underlying sector allocations of exchange traded funds held by the Fund, if any, are not reflected in the graph above. The percentage shown for each investment category reflects the value of investments in that category as a percentage of total market value. The graph depicts the Fund’s investments but may not represent the Fund’s market exposure due to the exclusion of certain derivatives, if any, as listed in the Additional Investment Information section of the Schedule of Investments.

 

8


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Schedule of Investments

June 30, 2014 (Unaudited)

 

Shares      Description    Value  
  Common Stocks – 99.5%   

 

Banks – 0.4%

  

  43,756       Citigroup, Inc.    $ 2,060,908   

 

 

 

 

Capital Goods – 10.4%

  

  23,350       Caterpillar, Inc.      2,537,445   
  35,594       Cummins, Inc.      5,491,798   
  73,384       Danaher Corp.      5,777,522   
  111,510       Honeywell International, Inc.      10,364,855   
  61,244       Ingersoll-Rand PLC      3,828,362   
  35,749       Precision Castparts Corp.      9,023,048   
  143,902       Sensata Technologies Holding NV*      6,731,736   
  36,756       The Boeing Co.      4,676,466   
  17,461       W.W. Grainger, Inc.      4,439,808   
     

 

 

 
        52,871,040   

 

 

 

 

Consumer Durables & Apparel – 3.9%

  

  119,853       NIKE, Inc. Class B      9,294,600   
  60,495       PVH Corp.      7,053,717   
  90,097       Toll Brothers, Inc.*      3,324,579   
     

 

 

 
        19,672,896   

 

 

 

 

Consumer Services – 5.8%

  

  7,806       Chipotle Mexican Grill, Inc.*      4,625,133   
  61,683       Las Vegas Sands Corp.      4,701,478   
  89,399       Starbucks Corp.      6,917,695   
  65,870       Tim Hortons, Inc.      3,605,065   
  121,377       Yum! Brands, Inc.      9,855,812   
     

 

 

 
        29,705,183   

 

 

 

 

Diversified Financials – 3.0%

  

  37,092       Intercontinental Exchange, Inc.      7,006,679   
  226,301       Navient Corp.      4,007,791   
  37,815       Northern Trust Corp.      2,428,101   
  230,462       SLM Corp.      1,915,139   
     

 

 

 
        15,357,710   

 

 

 

 

Energy – 4.5%

  

  69,665       Anadarko Petroleum Corp.      7,626,228   
  78,938       Cameron International Corp.*      5,344,892   
  30,664       Noble Energy, Inc.      2,375,233   
  66,332       Schlumberger Ltd.      7,823,859   
     

 

 

 
        23,170,212   

 

 

 

 

Food & Staples Retailing – 4.4%

  

  103,373       Costco Wholesale Corp.      11,904,435   
  58,299       Wal-Mart Stores, Inc.      4,376,506   
  157,256       Whole Foods Market, Inc.      6,074,799   
     

 

 

 
        22,355,740   

 

 

 

 

Food, Beverage & Tobacco – 4.3%

  

  53,459       Coca-Cola Enterprises, Inc.      2,554,271   
  34,173       McCormick & Co., Inc.      2,446,445   
  53,391       PepsiCo, Inc.      4,769,952   
  151,488       The Coca-Cola Co.      6,417,032   
  64,240       The Hain Celestial Group, Inc.*      5,700,657   
     

 

 

 
        21,888,357   

 

 

 
  Common Stocks – (continued)   

 

Health Care Equipment & Services – 2.9%

  

  176,577       Abbott Laboratories    $ 7,221,999   
  41,380       McKesson Corp.      7,705,370   
     

 

 

 
        14,927,369   

 

 

 

 

Household & Personal Products – 1.7%

  

  124,994       Colgate-Palmolive Co.      8,522,091   

 

 

 

 

Materials – 3.1%

  

  40,812       Airgas, Inc.      4,444,835   
  42,878       Monsanto Co.      5,348,602   
  30,066       The Sherwin-Williams Co.      6,220,956   
     

 

 

 
        16,014,393   

 

 

 

 

Media – 3.9%

  

  116,650       Comcast Corp. Class A      6,261,772   
  66,875       Discovery Communications, Inc. Class A*      4,967,475   
  240,250       Twenty-First Century Fox, Inc. Class A      8,444,788   
     

 

 

 
        19,674,035   

 

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences – 8.3%

  

  121,429       Agilent Technologies, Inc.      6,974,882   
  10,538       Biogen Idec, Inc.*      3,322,737   
  74,111       Celgene Corp.*      6,364,653   
  100,015       Gilead Sciences, Inc.*      8,292,244   
  167,976       Mylan, Inc.*      8,660,842   
  21,465       Regeneron Pharmaceuticals, Inc.*      6,063,218   
  29,291       Vertex Pharmaceuticals, Inc.*      2,773,272   
     

 

 

 
        42,451,848   

 

 

 

 

Real Estate – 5.1%

  

  182,467       American Tower Corp. (REIT)      16,418,381   
  305,601       CBRE Group, Inc. Class A*      9,791,456   
     

 

 

 
        26,209,837   

 

 

 

 

Retailing – 8.2%

  

  39,934       Amazon.com, Inc.*      12,969,764   
  117,503       Dollar General Corp.*      6,739,972   
  131,658       L Brands, Inc.      7,723,058   
  100,835       The Home Depot, Inc.      8,163,602   
  5,269       The Priceline Group, Inc.*      6,338,607   
     

 

 

 
        41,935,003   

 

 

 

 

Semiconductors & Semiconductor Equipment – 1.0%

  

  104,407       Xilinx, Inc.      4,939,495   

 

 

 

 

Software & Services – 17.5%

  

  183,009       eBay, Inc.*      9,161,431   
  59,022       Equinix, Inc.*      12,399,932   
  107,687       Facebook, Inc. Class A*      7,246,258   
  21,284       FleetCor Technologies, Inc.*      2,805,231   
  19,217       Google, Inc. Class A*      11,235,603   
  19,217       Google, Inc. Class C*      11,055,156   
  42,697       LinkedIn Corp. Class A*      7,321,255   
  170,606       Microsoft Corp.      7,114,270   
  284,652       Oracle Corp.      11,536,946   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Shares      Description    Value  
  Common Stocks – (continued)   

 

Software & Services – (continued)

  

  62,484       ServiceNow, Inc.*    $ 3,871,509   
  26,502       Visa, Inc. Class A      5,584,236   
     

 

 

 
        89,331,827   

 

 

 

 

Technology Hardware & Equipment – 9.8%

  

  41,354       Amphenol Corp. Class A      3,984,044   
  285,781       Apple, Inc.      26,557,628   
  376,971       EMC Corp.      9,929,416   
  120,138       QUALCOMM, Inc.      9,514,930   
     

 

 

 
        49,986,018   

 

 

 

 

Transportation – 1.3%

  

  59,281       Kansas City Southern      6,373,300   

 

 

 
  TOTAL INVESTMENTS – 99.5%   
  (Cost $403,411,216)    $ 507,447,262   

 

 

 

 
 

OTHER ASSETS IN EXCESS OF
LIABILITIES – 0.5%

     2,427,555   

 

 

 
  NET ASSETS – 100.0%    $ 509,874,817   

 

 

 

 

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

 

Investment Abbreviation:
REIT   — Real Estate Investment Trust

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Statement of Assets and Liabilities

June 30, 2014 (Unaudited)

 

  
Assets:       

Investments, at value (cost $403,411,216)

   $ 507,447,262   

Cash

     7,397,559   

Receivables:

  

Investments sold

     12,918,218   

Dividends

     336,590   

Fund shares sold

     80,595   

Reimbursement from investment adviser

     5,220   

Other assets

     42,681   
Total assets      528,228,125   
  
  
Liabilities:       

Payables:

  

Investments purchased

     17,432,395   

Fund shares redeemed

     431,343   

Amounts owed to affiliates

     384,186   

Accrued expenses

     105,384   
Total liabilities      18,353,308   
  
  
Net Assets:       

Paid-in capital

     339,102,594   

Undistributed net investment income

     679,552   

Accumulated net realized gain

     66,056,625   

Net unrealized gain

     104,036,046   
NET ASSETS    $ 509,874,817   

Net Assets:

  

Institutional

   $ 121,426,447   

Service

     388,448,370   

Total Net Assets

   $ 509,874,817   

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

  

Institutional

     6,579,161   

Service

     21,108,151   

Net asset value, offering and redemption price per share:

  

Institutional

     $18.46   

Service

     18.40   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Statement of Operations

For the Six Months Ended June 30, 2014 (Unaudited)

 

  
Investment income:       

Dividends (net of foreign taxes withheld of $5,776)

   $ 2,841,522   
  
  
Expenses:       

Management fees

     1,868,683   

Distribution and Service fees — Service Class

     474,462   

Transfer Agent fees(a)

     49,828   

Professional fees

     37,734   

Printing and mailing costs

     27,547   

Custody, accounting and administrative services

     24,689   

Trustee fees

     13,390   

Other

     50,416   
Total expenses      2,546,749   

Less — expense reductions

     (104,485
Net expenses      2,442,264   
NET INVESTMENT INCOME      399,258   
  
  
Realized and unrealized gain (loss):       

Net realized gain from Investments (including commissions recaptured of $6,466)

     42,123,303   

Net change in unrealized loss on Investments

     (20,262,512
Net realized and unrealized gain      21,860,791   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $ 22,260,049   

(a) Institutional and Service Shares had Transfer Agent fees of $11,874 and $37,954, respectively.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Statements of Changes in Net Assets

     For the
Six Months Ended
June 30, 2014
(Unaudited)
     For the
Fiscal Year Ended
December 31, 2013
 
     
From operations:              

Net investment income

   $ 399,258       $ 745,084   

Net realized gain

     42,123,303         97,831,625   

Net change in unrealized gain (loss)

     (20,262,512      31,169,880   
Net increase in net assets resulting from operations      22,260,049         129,746,589   
     
     
Distributions to shareholders:              

From net investment income

     

Institutional Shares

             (449,137

Service Shares

             (569,206

From net realized gains

     

Institutional Shares

             (4,219,342

Service Shares

             (13,559,994
Total distributions to shareholders              (18,797,679
     
     
From share transactions:              

Proceeds from sales of shares

     7,643,742         32,225,990   

Reinvestment of distributions

             18,797,679   

Cost of shares redeemed

     (33,468,138      (58,717,338
Net decrease in net assets resulting from share transactions      (25,824,396      (7,693,669
TOTAL INCREASE (DECREASE)      (3,564,347      103,255,241   
     
     
Net assets:              

Beginning of period

     513,439,164         410,183,923   

End of period

   $ 509,874,817       $ 513,439,164   
Undistributed net investment income    $ 679,552       $ 280,294   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

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

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2014 - Institutional

  $ 17.64      $ 0.03      $ 0.79      $ 0.82      $      $      $      $ 18.46        4.65   $ 121,426        0.79 %(d)      0.83 %(d)      0.35 %(d)      25

2014 - Service

    17.61        0.01        0.78        0.79                             18.40        4.49        388,448        1.04 (d)      1.08 (d)      0.10 (d)      25   

FOR THE FISCAL YEARS ENDED DECEMBER 31,

 

2013 - Institutional

    13.86        0.06        4.42        4.48        (0.07     (0.63     (0.70     17.64        32.42        122,220        0.80        0.84        0.35        66   

2013 - Service

    13.85        0.02        4.40        4.42        (0.03     (0.63     (0.66     17.61        32.00        391,219        1.05        1.09        0.10        66   

2012 - Institutional

    11.64        0.10 (e)      2.21        2.31        (0.09            (0.09     13.86        19.83        106,119        0.80        0.84        0.79 (e)      42   

2012 - Service

    11.63        0.07 (e)      2.21        2.28        (0.06            (0.06     13.85        19.57        304,065        1.05        1.09        0.56 (e)      42   

2011 - Institutional

    12.01        0.06        (0.37     (0.31     (0.06            (0.06     11.64        (2.62     102,018        0.83        0.85        0.47        35   

2011 - Service

    12.00        0.03        (0.37     (0.34     (0.03            (0.03     11.63        (2.86     246,208        1.08        1.10        0.23        35   

2010 - Institutional

    10.89        0.05        1.12        1.17        (0.05            (0.05     12.01        10.74        120,027        0.86        0.86        0.49        38   

2010 - Service

    10.88        0.03        1.11        1.14        (0.02            (0.02     12.00        10.50        238,353        1.11        1.11        0.24        38   

2009 - Institutional

    7.40        0.03        3.50        3.53        (0.04 )(f)             (0.04     10.89        47.75        125,258        0.85        0.85        0.35        64   

2009 - Service

    7.39        0.01        3.50        3.51        (0.02 )(f)             (0.02     10.88        47.50        219,909        1.10        1.10        0.10        64   

 

(a) Calculated based on the average shares outstanding methodology.
(b) Assumes investment at the net asset value at the beginning of the period, reinvestment of all distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c) The Fund's portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund's portfolio turnover rate may be higher.
(d) Annualized.
(e) Reflects income recognized from special dividends which amounted to $0.04 per share and 0.27% of average net assets.
(f) Includes a return of capital of less than $0.005 per share.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Notes to Financial Statements

June 30, 2014 (Unaudited)

 

1.    ORGANIZATION

 

Goldman Sachs Variable Insurance Trust (the “Trust” or “VIT”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust includes the Goldman Sachs Strategic Growth Fund (the “Fund”). The Fund is a diversified portfolio under the Act offering two classes of shares — Institutional and Service Shares. Shares of the Trust are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies.

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

2.    SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

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

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS

 

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

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

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

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

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

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

Equity Securities — Equity securities and investment companies traded on a U.S. securities exchange or the NASDAQ system, or those located on certain foreign exchanges, including but not limited to the Americas, are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, equity securities and exchange traded investment companies are valued at the last bid price for long positions and at the last ask price for short positions. Investments in investment companies (other than those that are exchange traded) are valued at the NAV on the valuation date. To the extent these investments are actively traded, they are classified as Level 1 of the fair value hierarchy, otherwise they are generally classified as Level 2.

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

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

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

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

 

Investment Type      Level 1        Level 2        Level 3  
Assets               

Common Stock and/or Other Equity Investments(a)

North America

     $ 507,447,262         $         $   

 

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

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

4.    AGREEMENTS AND AFFILIATED TRANSACTIONS

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

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

For the six months ended June 30, 2014, contractual and effective net management fees with GSAM were at the following rates:

 

Contractual Management Fee Rate        
First
$1 billion
    Next
$1 billion
    Next
$3 billion
    Next
$3 billion
    Over
$8 billion
    Effective
Rate
    Effective Net
Management Fee Rate
 
  0.75%        0.68     0.65     0.64     0.63     0.75     0.71 %* 

 

* GSAM has agreed to waive a portion of its management fee in order to achieve a net management rate, as defined in the Fund’s most recent prospectuses. This waiver will be effective through at least April 30, 2015 and prior to such date GSAM may not terminate the arrangement without approval of the Trustees. The Effective Net Management Rate above is calculated based on the management rate before and after the waiver had been adjusted, if applicable. For the six months ended June 30, 2014, GSAM waived $99,664 of its management fee.

B.  Distribution and Service Plan — The Trust, on behalf of the Service Shares of the Fund, has adopted a Distribution and Service Plan (the “Plan”). Under the Plan, Goldman Sachs, which serves as distributor (the “Distributor”), is entitled to a fee accrued daily and paid monthly, for distribution services and personal and account maintenance services, which may then be paid by Goldman Sachs to authorized dealers, equal to, on an annual basis, 0.25% of the Fund’s average daily net assets attributable to Service Shares.

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

D.  Other Expense Agreements and Affiliated Transactions — GSAM has agreed to limit certain “Other Expense” of the Fund (excluding transfer agent fees and expenses, taxes, interest, brokerage fees, shareholder meetings, litigation, indemnification, and extraordinary expenses) to the extent such expenses exceed, on an annual basis, a percentage rate of the average daily net assets of the Fund. Such Other Expense reimbursements, if any, are accrued daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any. The Other Expense limitation as an annual percentage rate of average daily net assets for the Fund is 0.114%. The Other Expense limitation will remain in place through at least April 30, 2015, and prior to such date GSAM may not terminate the arrangement without the approval of the Trustees. The Fund bears its

 

17


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

4.    AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

respective share of costs related to proxy and shareholder meetings, and GSAM has agreed to reimburse the Fund to the extent such expenses exceed a specified percentage of the Fund’s net assets. For the six months ended June 30, 2014, GSAM reimbursed $3,261 to the Fund. In addition, the Fund has entered into certain offset arrangements with the custodian and the transfer agent, which may result in a reduction of the Fund’s expenses and are received irrespective of the application of the “Other Expense” limitation described above. For the six months ended June 30, 2014, custody fee credits were $1,560.

As of June 30, 2014, the amounts owed to affiliates of the Fund were $296,336, $79,503 and $8,347 for management, distribution and service, and transfer agent fees, respectively.

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

F.  Other Transactions with Affiliates — For the six months ended June 30, 2014, Goldman Sachs earned $951 in brokerage commissions from portfolio transactions.

5.    PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended June 30, 2014, were $122,851,857 and $147,111,753, respectively.

6.    TAX INFORMATION

As of June 30, 2014, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:

 

Tax cost    $ 403,495,808   
Gross unrealized gain      109,897,156   
Gross unrealized loss      (5,945,702
Net unrealized security gain    $ 103,951,454   

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

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

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

7.    OTHER RISKS

 

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

Large Shareholder Redemptions Risk — The Fund may experience adverse effects when certain large shareholders, such as other funds, participating insurance companies, accounts and Goldman Sachs affiliates, purchase or redeem large amounts of shares of the Fund. Such large shareholder redemptions may cause the Fund to sell portfolio securities at times when it would not otherwise do so, which may negatively impact the Fund’s NAV and liquidity. Similarly, large Fund share purchases may adversely affect the Fund’s performance to the extent that the Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would. These transactions may also increase transaction costs. In addition, a large redemption could result in the Fund’s current expenses being allocated over a smaller asset base, leading to an increase in the Fund’s expense ratio.

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

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

8.    INDEMNIFICATIONS

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

9.    SUBSEQUENT EVENTS

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

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

10.    SUMMARY OF SHARE TRANSACTIONS

Share activity is as follows:

 

     For the Six Months Ended
June 30, 2014
(Unaudited)
    For the Fiscal Year Ended
December 31, 2013
 
      Shares     Dollars     Shares     Dollars  
Institutional Shares         
Shares sold      183,055      $ 3,248,864        295,816      $ 4,655,407   
Reinvestment of distributions                    270,323        4,668,479   
Shares redeemed      (533,097     (9,440,139     (1,290,904     (20,366,601
       (350,042     (6,191,275     (724,765     (11,042,715
Service Shares         
Shares sold      249,425        4,394,878        1,828,667        27,570,583   
Reinvestment of distributions                    819,559        14,129,200   
Shares redeemed      (1,358,139     (24,027,999     (2,392,516     (38,350,737
       (1,108,714     (19,633,121     255,710        3,349,046   
NET DECREASE      (1,458,756   $ (25,824,396     (469,055   $ (7,693,669

 

20


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

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

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

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

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

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. As a shareholder of the Fund you do not incur any transaction costs, such as sales charges, redemption fees, or exchange fees, but shareholders of other funds may incur such costs. The second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds whose shareholders may incur transaction costs.

 

Share Class   Beginning
Account Value
1/01/14
    Ending
Account Value
6/30/14
   

Expenses Paid

for the
6 Months
Ended
6/30/14
*

 
Institutional        
Actual   $ 1,000      $ 1,046.50      $ 4.01   
Hypothetical 5% return     1,000        1,020.88     3.96   
Service        
Actual     1,000        1,044.90        5.27   
Hypothetical 5% return     1,000        1,019.64     5.21   

 

  * Expenses are calculated using the Fund’s annualized net expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2014. Expenses are calculated by multiplying the annualized net expense ratio by the average account value for the period; then multiplying the result by the number of days in the most recent fiscal half year; and then dividing that result by the number of days in the fiscal year. The annualized net expense ratios for the period were 0.79% and 1.04% for the Institutional and Service Shares, respectively.  

 

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

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

 

Background

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

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

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

  (a)   the nature and quality of the advisory, administrative and other services provided to the Fund by the Investment Adviser and its affiliates, including information about:
  (i)   the structure, staff and capabilities of the Investment Adviser and its portfolio management teams;
  (ii)   the groups within the Investment Adviser and its affiliates that support the portfolio management teams or provide other types of necessary services, including fund services groups (e.g., accounting and financial reporting, tax, shareholder services and operations), controls and risk management groups (e.g., legal, compliance, valuation oversight, credit risk management, internal audit, compliance testing, market risk analysis, finance and strategy and central funding), sales and distribution support groups and others (e.g., information technology and training);
  (iii)   trends in headcount;
  (iv)   the Investment Adviser’s financial resources and ability to hire and retain talented personnel and strengthen its operations; and
  (v)   the parent company’s support of the Investment Adviser and its mutual fund business, as expressed by the firm’s senior management;
  (b)   information on the investment performance of the Fund, including comparisons to the performance of a group of similar mutual funds, as provided by a third party mutual fund data provider engaged as part of the contract review process (the “Outside Data Provider”), its benchmark performance index, and a comparable institutional composite managed by the Investment Adviser, and general investment outlooks in the markets in which the Fund invests;
  (c)   the terms of the Management Agreement and agreements with affiliated service providers entered into by the Trust on behalf of the Fund;
  (d)   expense information for the Fund, including:
  (i)   the relative management fee and expense level of the Fund as compared to those of comparable funds managed by other advisers, as provided by the Outside Data Provider;
  (ii)   the Fund’s expense trends over time; and
  (iii)   to the extent the Investment Adviser manages institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, comparative information on the advisory fees charged and services provided to those accounts by the Investment Adviser;
  (e)   with respect to the extensive investment performance and expense comparison data provided by the Outside Data Provider, its processes in producing that data for the Fund;
  (f)   the undertakings of the Investment Adviser to waive certain fees and to limit certain expenses of the Fund that exceed a specified level, and a summary of contractual fee reductions made by the Investment Adviser and/or its affiliates over the past several years with respect to the Fund;
  (g)   information relating to the profitability of the Management Agreement and the transfer agency and distribution and service arrangements of the Fund and the Trust as a whole to the Investment Adviser and its affiliates;
  (h)   whether the Fund’s existing management fee schedule adequately addressed any economies of scale;
  (i)   a summary of the “fall-out” benefits derived by the Investment Adviser and its affiliates from their relationships with the Fund, including the fees received by the Investment Adviser’s affiliates from the Fund for transfer agency, portfolio trading, distribution and other services;

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

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

 

  (j)   a summary of potential benefits derived by the Fund as a result of its relationship with the Investment Adviser;
  (k)   information regarding commissions paid by the Fund and broker oversight, an update on the Investment Adviser’s soft dollars practices, other information regarding portfolio trading and how the Investment Adviser carries out its duty to seek best execution;
  (l)   the manner in which portfolio manager compensation is determined; and the number and types of accounts managed by the portfolio managers;
  (m)   the nature and quality of the services provided to the Fund by its unaffiliated service providers, and the Investment Adviser’s general oversight and evaluation (including reports on due diligence) of those service providers as part of the administration services provided under the Management Agreement; and
  (n)   the Investment Adviser’s processes and policies addressing various types of potential conflicts of interest; its approach to risk management; the annual review of the effectiveness of the Fund’s compliance program; and periodic compliance reports.

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

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

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

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

Investment Performance

The Trustees also considered the investment performance of the Fund. In this regard, they compared the investment performance of the Fund to its peers using rankings and ratings compiled by the Outside Data Provider as of December 31, 2013, and updated performance information prepared by the Investment Adviser using the peer group identified by the Outside Data Provider as of March 31, 2014. The information on the Fund’s investment performance was provided for the one-, three-, five- and ten-year periods ending on the applicable dates. The Trustees also reviewed the Fund’s investment performance over time (including on a year-by-year basis) relative to its performance benchmark. As part of this review, they considered the investment performance trends of the Fund over time, and reviewed the investment performance of the Fund in light of its investment objective and policies and market conditions. The Trustees also received information comparing the Fund’s performance to that of a comparable institutional composite managed by the Investment Adviser.

In addition, the Trustees considered materials prepared and presentations made by the Investment Adviser’s senior management and portfolio management personnel, in which Fund performance was assessed. The Trustees also considered the

 

23


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

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

 

Investment Adviser’s periodic reports with respect to the Fund’s risk profile, and how the Investment Adviser’s approach to risk monitoring and management influences portfolio management.

The Trustees observed that the Fund’s Service Shares had placed in the top half of the Fund’s peer group for the three- and five-year periods and in the third quartile for the one-year period, and had outperformed the Fund’s benchmark index for the three-year period and underperformed for the one- and five-year periods ended March 31, 2014.

Costs of Services Provided and Competitive Information

The Trustees considered the contractual terms of the Management Agreement and the fee rates payable by the Fund thereunder. In this regard, the Trustees considered information on the services rendered by the Investment Adviser to the Fund, which included both advisory and administrative services that were directed to the needs and operations of the Fund as a registered mutual fund.

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

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

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

Profitability

The Trustees reviewed the Investment Adviser’s revenues and pre-tax profit margins with respect to the Trust and the Fund. In this regard the Trustees noted that they had received, among other things, profitability analyses and summaries, revenue and expense schedules by Fund and by function (i.e., investment management, transfer agency and distribution and service) and information on the Investment Adviser’s expense allocation methodology. They observed that the profitability and expense figures are substantially similar to those used by the Investment Adviser for many internal purposes, including compensation decisions among various business groups, and are thus subject to a vigorous internal debate about how certain revenue and expenses should be allocated. The Trustees also noted that the internal audit group within the Goldman Sachs organization had audited the expense allocation methodology and was satisfied with the reasonableness, consistency, and accuracy of the Investment Adviser’s expense allocation methodology and profitability analysis calculations. Profitability data for the Trust and the Fund were provided for 2013 and 2012, and the Trustees considered this information in relation to the Investment Adviser’s overall profitability. The Trustees considered the Investment Adviser’s revenues and pre-tax profit margins both in absolute terms and in comparison to information on the reported pre-tax profit margins earned by certain other asset management firms.

Economies of Scale

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

 

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

 

24


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC GROWTH FUND

 

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

 

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

Other Benefits to the Investment Adviser and Its Affiliates

The Trustees also considered the other benefits derived by the Investment Adviser and its affiliates from their relationships with the Fund as stated above, including: (a) transfer agency fees received by Goldman, Sachs & Co. (“Goldman Sachs”); (b) brokerage and futures commissions earned by Goldman Sachs for executing securities and futures transactions on behalf of the Fund; (c) research received by the Investment Adviser from broker-dealers in exchange for executing certain transactions on behalf of the Fund; (d) trading efficiencies resulting from aggregation of orders of the Fund with those for other funds or accounts managed by the Investment Adviser; (e) the Investment Adviser’s ability to leverage the infrastructure designed to service the Fund on behalf of its other clients; (f) the Investment Adviser’s ability to cross-market other products and services to Fund shareholders; (g) Goldman Sachs’ retention of certain fees as Fund Distributor; (h) the Investment Adviser’s ability to negotiate better pricing with custodians on behalf of its other clients, as a result of the relationship with the Fund; and (i) the possibility that the working relationship between the Investment Adviser and the Fund’s third party service providers may cause those service providers to be more likely to do business with other areas of Goldman Sachs. In the course of considering the foregoing, the Independent Trustees requested and received further information quantifying certain of these fall-out benefits.

Other Benefits to the Fund and Its Shareholders

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

Conclusion

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

 

25


TRUSTEES   OFFICERS
Ashok N. Bakhru, Chairman   James A. McNamara, President
John P. Coblentz, Jr.   Scott M. McHugh, Principal Financial Officer
Diana M. Daniels   and Treasurer
Joseph P. LoRusso   Caroline L. Kraus, Secretary
Herbert J. Markley  
James A. McNamara  
Jessica Palmer  
Alan A. Shuch  
Richard P. Strubel  
Roy W. Templin  

GOLDMAN, SACHS & CO.

Distributor and Transfer Agent

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Investment Adviser

200 West Street, New York

New York 10282

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

The reports concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, such as performance of the economy as a whole and of specific industry sectors, changes in the levels of interest rates, the impact of developing world events, and other factors that may influence the future performance of the Fund. Management believes these forward-looking statements to be reasonable, although they are inherently uncertain and difficult to predict. Actual events may cause adjustments in portfolio management strategies from those currently expected to be employed.

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities for the 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-621-2550; and (ii) on the Securities and Exchange Commission (“SEC”) web site at http://www.sec.gov.

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

The website links provided are for your convenience only and are not an endorsement or recommendation by GSAM of any of these websites or the products or services offered. GSAM is not responsible for the accuracy and validity of the content of these websites.

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

References to indices, benchmarks or other measures of relative market performance over a specified period of time are provided for your information only and do not imply that the portfolio will achieve similar results. The index composition may not reflect the manner in which a portfolio is constructed. While an adviser seeks to design a portfolio which reflects appropriate risk and return features, portfolio characteristics may deviate from those of the benchmark.

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

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

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

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

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

©2014 Goldman Sachs. All rights reserved.

VITGRWSAR-14/121739.MF.MED.TMPL/8/2014


Goldman

Sachs Variable Insurance Trust

Goldman Sachs

Strategic Income Fund

Semi-Annual Report

June 30, 2014

 

LOGO


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

Principal Investment Strategies and Risks

 

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

The Goldman Sachs Strategic Income Fund invests in a broadly diversified portfolio of U.S. and foreign investment grade and non-investment grade fixed income investments including, but not limited to: U.S. government securities, non-U.S. sovereign debt, agency securities, corporate debt securities, agency and non-agency mortgage-backed securities, asset-backed securities, custodial receipts, municipal securities, loan participations and loan assignments and convertible securities. Investments in fixed income securities are subject to the risks associated with debt securities generally, including credit, liquidity and interest rate risk. Investments in mortgage-backed securities are also subject to, among other risks, prepayment risk (i.e., the risk that in a declining interest rate environment, issuers may pay principal more quickly than expected, causing the Fund to reinvest proceeds at lower prevailing interest rates). High yield, lower rated investments involve greater price volatility, are less liquid and present greater risks than higher rated fixed income securities. Foreign and emerging markets investments may be more volatile and less liquid than investments in U.S. securities and are subject to the risks of currency fluctuations and adverse economic or political developments. The Fund is also subject to the risk that the issuers of sovereign debt or the government authorities that control the payment of debt may be unable or unwilling to repay principal or interest when due. The Fund may be more sensitive to adverse economic, business or political developments if it invests a substantial portion of its assets in bonds of similar projects or in particular types of municipal securities. The Fund may invest in loans directly, through loan assignments, or indirectly, by purchasing participations or sub-participations from financial institutions. Indirect purchases may subject the Fund to greater delays, expenses and risks than direct obligations in the case that a borrower fails to pay scheduled principal and interest. Derivative instruments may involve a high degree of financial risk. These risks include the risk that a small movement in the price of the underlying security or benchmark may result in a disproportionately large movement, unfavorable or favorable, in the price of the derivative instrument; risks of default by a counterparty; and liquidity risk. At times, the Fund may be unable to sell certain of its illiquid investments without a substantial drop in price, if at all. The Fund is subject to the risks associated with implementing short positions. Taking short positions involves leverage of the Fund’s assets and presents various other risks. Losses on short positions are potentially unlimited as a loss occurs when the value of an asset with respect to which the Fund has a short position increases.

 

1


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

INVESTMENT OBJECTIVE

The Fund seeks total return comprised of income and capital appreciation.

 

 

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Fixed Income Portfolio Management Team discusses the Goldman Sachs Variable Insurance Trust — Goldman Sachs Strategic Income Fund’s (the “Fund”) performance and positioning for the period since its inception on April 14, 2014 through June 30, 2014 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Advisor, Institutional and Service Shares generated cumulative total returns of 0.13%, 0.23% and 0.17%, respectively. These returns compare to the 0.05% cumulative total return of the Fund’s benchmark, the BofA Merrill Lynch U.S. Dollar Three-Month LIBOR Constant Maturity Index (the “LIBOR Index”), during the same period.

We note that the Fund’s benchmark being the LIBOR Index is a means of emphasizing that the Fund has an unconstrained strategy. That said, this Fund employs a benchmark agnostic strategy and thus comparisons to a benchmark index are not particularly relevant.

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

U.S. Treasury yields fell during the Reporting Period as U.S. economic data, including manufacturing and housing market activity, continued to improve. The Federal Reserve (the “Fed”) raised its median projections for 2015 and 2016 interest rates and lowered its unemployment rate forecast. The U.S. Treasury yield curve flattened, or yield differentials across various maturities narrowed, as a result of increased buying at the longer end of yield curve due, in part, to liability-driven investment (“LDI”). LDI is a form of investing, often used by defined benefit pension plans, in which the main goal is to gain sufficient assets to meet all liabilities, both current and future. Overall, fixed income market volatility was low during the Reporting Period, making it difficult for investors to generate meaningful returns based on the direction of the financial markets.

After a weak first quarter of 2014, the U.S. economy was slow to rebound, but economic indicators near the end of the second calendar quarter showed improvement, with labor, housing and manufacturing data all pointing to accelerated growth. Meanwhile, U.K. economic data remained strong. The European Central Bank (“ECB”) cut its deposit rate 10 basis points, moving it into negative territory, the first major central bank to do so, in an effort to stimulate lending. (A basis point is 1/100th of a percentage point.) In an effort to stimulate lending activity and enhance liquidity in the financial markets, the ECB also adopted unconventional policy measures that were more aggressive than the market expected.

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

Overall, the Fund’s performance was driven by a pro-global economic growth view, including our positive outlook for the U.S. economy expressed through the Fund’s modest positions in corporate bonds and non-agency mortgage-backed securities. During the Reporting Period, the Fund benefited from our cross-sector strategy wherein we invest Fund assets based on a discipline of valuing each fixed income sector in the context of all investment opportunities within the Fund’s universe. In particular, the Fund’s position in corporate bonds enhanced returns, as corporate bonds performed well on healthy fundamentals and positive U.S. economic growth. Also adding value was the Fund’s country positioning, with relative value positions — including our long European peripherals versus short Germany country valuation strategy — contributing most positively. The Fund’s country strategy looks at various countries, both in the developed and emerging markets, for relative value opportunities. The Fund also benefited from our emerging markets debt strategy, including the Fund’s position in Mexican local emerging markets debt, which was established because of significant energy reforms taking place in Mexico.

Detracting from Fund returns was our duration strategy. Duration is a measure of the Fund’s sensitivity to changes in interest rates. The Fund was also hampered by individual issue selection within the municipal bond sector.

Our other strategies, such as our currency strategy, did not have a meaningful impact on Fund performance during the Reporting Period.

 

2


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

Did the Fund’s duration and yield curve positioning strategy help or hurt its results during the Reporting Period?

The combined effect of the Fund’s tactical duration and yield curve positioning detracted from performance during the Reporting Period. Because we believed accelerating economic growth would pressure interest rates higher, the Fund held a short duration position on the U.S. Treasury yield curve, which hampered results as rates fell during the Reporting Period. This performance was offset somewhat by select “butterfly” spread positions as well as curve steepening positions within our government swaps strategy. In a “butterfly” spread position, we express our shorter-term views on the shape of the U.S. Treasury yield curve by taking positions on three points of the curve. For example, the Fund had a butterfly spread position in which it held a short duration position in the three-year and seven-year segments of the U.S. Treasury yield curve and a long duration position in the five-year segment of the U.S. Treasury yield curve.

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

We used derivatives and similar instruments for the efficient management of the Fund. These derivatives and similar instruments allowed us to manage interest rate, credit and currency risks more effectively by allowing us both to hedge and to apply active investment views with greater versatility and to afford greater risk management precision than we would otherwise be able to implement.

During the Reporting Period, we used interest rate futures and swaptions (or options on interest rate swap contracts) to hedge duration or manage volatility. In addition, we used credit default swaps to manage the Fund’s sector exposure. Our currency strategy used forward sales contracts to implement long and short views within the strategy.

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

The Fund is a broadly diversified, multi-sector portfolio designed to provide total return opportunities from across the fixed income spectrum, including government, securitized, corporate credit and emerging market fixed income sectors. As the Fund launched on April 14, 2014, it was not a matter of making changes during the Reporting Period but of building the portfolio. That said, we slightly increased the Fund’s already sizable position in corporate bonds, particularly in high yield corporate bonds, because fixed income market volatility was low, and we expected spreads, or yield differentials between bonds of comparable maturity, to continue to tighten. In addition, as we continued to look for opportunities within emerging markets debt, we hedged the Fund’s exposure to China.

How was the Fund positioned at the end of the Reporting Period?

At the end of the Reporting Period, the Fund had the majority of its total net assets invested in U.S. government securities. The Fund also had exposure to asset backed securities, agency collateralized mortgage obligations and non-agency mortgage-backed securities. The Fund also maintained exposure to pass-through mortgage securities, municipal bonds, high yield corporate bonds and investment grade corporate bonds, none of which are represented in the LIBOR Index. (Pass-through mortgages consist of a pool of residential mortgage loans, where homeowners’ monthly payments of principal, interest and prepayments pass from the original bank through a government agency or investment bank to investors.) The Fund also had a sizable position in cash at the end of the Reporting Period.

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

At the end of the Reporting Period, we believed economic data and the financial markets had settled into a period of low volatility, which may be likely to support the global hunt for yield given that major central banks continue to keep official rates close to zero. However, we also believed monetary policy, inflation and growth outlooks were diverging across developed economies. In the U.S. and U.K., we believe economic growth has moved into a sustainable expansion phase, and rate hikes are likely to be approaching. In the Eurozone and Japan, economic growth appears to be still in the recovery phase, and their central banks remain in full easing mode. We believe stronger, above-trend U.S. economic growth may pressure the Fed to raise rates sooner and higher than its projections. In addition, we believe interest rates are likely to rise in other major economies, with the Eurozone being the main exception. We also expect market volatility to increase, which could weigh on non-government bonds. Based on these views, at the end of the Reporting Period, the Fund held a short duration position on the U.S. Treasury yield curve. It also had modest positions in non-government sectors exposed to stronger economic growth and also in relative value opportunities that may benefit from a divergence in global interest rates.

 

3


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

Index Definitions

 

The BofA Merrill Lynch U.S. Dollar 3-Month LIBOR Constant Maturity Index tracks the performance of a synthetic asset paying Libor to a stated maturity. The Index is based on the assumed purchase at par of a synthetic instrument having exactly its stated maturity and with a coupon equal to that day’s fixing rate. That issue is assumed to be sold the following business day (priced at a yield equal to the current day fixing rate) and rolled into a new instrument.

All index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.

 

4


FUND BASICS

 

Strategic Income Fund

as of June 30, 2014

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/14    Since Inception      Inception Date
Institutional      0.13    4/14/14
Service      0.17       4/14/14
Advisor      0.23       4/14/14

 

1  The Standardized Total Returns are average annual total returns or cumulative total returns (only if the performance period is one year or less) as of the most recent calendar quarter-end. They assume reinvestment of all distributions at net asset value. Because Institutional, Service and Advisor Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the total return figures in the above chart. Please visit www.GSAMFUNDS.com to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Institutional        0.87      1.17
Service        1.12         1.42   
Advisor        1.27         1.57   

 

2  The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectuses for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2015, and prior to such date the Investment Adviser may not terminate the arrangements without the approval of the Fund’s Board of Trustees. If these arrangements are discontinued in the future, the expense ratios may change without shareholder approval.

 

5


FUND BASICS

 

FUND COMPOSITION3

 

 

 

 

LOGO

 

 

 

3  The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets. Figures in the graph may not sum to 100% due to the exclusion of other assets and liabilities. The graph depicts the Fund’s investments but may not represent the Fund’s market exposure due to the exclusion of certain derivatives, if any, as listed in the Additional Investment Information section of the Schedule of Investments.

 

4  “Federal Agency” is a mortgage-backed security guaranteed by the Government National Mortgage Association (“GNMA”), Federal National Mortgage Association (“FNMA”) or Federal Home Loan Mortgage Corp. (“FHLMC”). GNMA instruments are backed by the full faith and credit of the United States Government.

 

6


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

Schedule of Investments

June 30, 2014 (Unaudited)

Principal

Amount

    Interest
Rate
    Maturity
Date
    Value  
     
  Corporate Obligations – 7.3%   

 

Banks(a)(b) – 2.1%

  

 

ABN AMRO Bank NV

  

EUR 50,000        4.310     03/29/49      $ 69,836   

 

Bank of America Corp. Series V

  

$ 50,000        5.125        12/31/49        49,562   

 

Bank of Scotland Capital Funding LP

  

  GBP 50,000        6.059        03/29/49        88,146   

 

Citigroup Capital XIII

  

$ 1,475        7.875        10/30/40        40,858   

 

Citigroup, Inc. Series M

  

  50,000        6.300        12/29/49        50,938   

 

PNC Preferred Funding Trust II(c)

  

  100,000        1.453        03/29/49        96,375   
     

 

 

 
        395,715   

 

 

 

 

Consumer Services – 0.2%

  

 

Caesars Entertainment Operating Co., Inc.(b)

  

  50,000        9.000        02/15/20        41,938   

 

 

 

 

Containers & Packaging(b) – 0.7%

  

 

Beverage Packaging Holdings Luxembourg II SA(c)

  

  25,000        5.625        12/15/16        25,687   

 

Reynolds Group Issuer, Inc.

  

  100,000        7.875        08/15/19        108,750   
     

 

 

 
        134,437   

 

 

 

 

Energy(b) – 0.6%

  

 

Halcon Resources Corp.

  

  50,000        8.875        05/15/21        53,750   

 

MEG Energy Corp.(c)

  

  50,000        6.375        01/30/23        53,250   
     

 

 

 
        107,000   

 

 

 

 

Food & Beverage(b) – 0.6%

  

 

Bumble Bee Holdings, Inc.(c)

  

  50,000        9.625        03/15/18        52,250   

 

Post Holdings, Inc.

  

  50,000        7.375        02/15/22        54,125   
     

 

 

 
        106,375   

 

 

 

 

Media – 0.3%

  

 

Univision Communications, Inc.(b)(c)

  

  50,000        8.500        05/15/21        55,438   

 

 

 

 

Pipelines – 0.6%

  

 

Sabine Pass LNG LP

  

  100,000        7.500        11/30/16        110,000   

 

 

 

 

Retailing – 0.6%

  

 

Best Buy Co., Inc.

  

  75,000        5.000        08/01/18        78,562   

 

The Men’s Wearhouse, Inc.(b)(c)

  

  25,000        7.000        07/01/22        25,875   
     

 

 

 
        104,437   

 

 

 

 

Software & Services – 0.6%

  

 

First Data Corp.(b)(c)

  

  100,000        8.875        08/15/20        110,750   

 

 

 
     
  Corporate Obligations – (continued)   

 

Wireless Telecommunications – 0.6%

  

 

Sprint Corp.(c)

  

$ 100,000        7.875     09/15/23      $ 111,250   

 

 

 

 

Wirelines Telecommunications – 0.4%

  

 

Level 3 Financing, Inc.(b)

  

  60,000        8.625        07/15/20        67,275   

 

 

 
  TOTAL CORPORATE OBLIGATIONS     
  (Cost $1,338,241)      $ 1,344,615   

 

 

 
     
  Mortgage-Backed Obligations – 14.4%   

 

Adjustable Rate Non-Agency(a)(b) – 2.2%

  

 

Alternative Loan Trust Series 2005-51, Class 2A1

  

$ 79,487        0.453     11/20/35      $ 66,385   

 

Alternative Loan Trust Series 2006-HY11, Class A1

  

  84,505        0.272        06/25/36        71,976   

 

CHL Mortgage Pass-Through Trust Series 2006-OA5, Class 1A1

  

  56,522        0.352        04/25/46        46,783   

 

DSLA Mortgage Loan Trust Series 2007-AR1, Class 2A1A

  

  84,090        0.295        04/19/47        70,820   

 
 

IndyMac INDA Mortgage Loan Trust
Series 2006-AR2, Class 1A1

 
  

  67,425        2.688        09/25/36        57,793   

 

JP Morgan Alternative Loan Trust Series 2006-A5, Class 1A1

  

  55,842        0.312        10/25/36        45,827   

 

Lehman XS Trust Series 2005-7N, Class 1A1A

  

  60,266        0.422        12/25/35        53,751   
     

 

 

 
        413,335   

 

 

 

 

Collateralized Mortgage Obligations – 5.8%

  

 

Agency Multi-Family – 5.0%

  

 
 

FHLMC Multifamily Structured Pass-Through Certificates
Series K020, Class A2

  
  

  400,000        2.373        05/25/22        394,955   

 
 

FHLMC Multifamily Structured Pass-Through Certificates
Series K029, Class A2(a)

  
  

  500,000        3.320        02/25/23        522,090   
     

 

 

 
        917,045   

 

 

 

 

Regular Floater(a)(b) – 0.8%

  

 

Alternative Loan Trust Series 2005-36, Class 2A1A

  

  103,654        0.462        08/25/35        79,093   

 
 

Morgan Stanley Mortgage Loan Trust
Series 2006-16AX, Class 1A

 
  

  172,598        0.322        11/25/36        78,027   
     

 

 

 
        157,120   

 

 

 
 
 
TOTAL COLLATERALIZED MORTGAGE
OBLIGATIONS
  
  
  $ 1,074,165   

 

 

 

 

Commercial Mortgage-Backed Security – 0.3%

  

 

Sequential Fixed Rate – 0.3%

  

 
 

Residential Accredit Loans, Inc. Trust
Series 2007-QS1, Class 2A5(b)

 
  

$ 63,619        6.000     01/25/37      $ 52,629   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

Schedule of Investments (continued)

June 30, 2014 (Unaudited)

 

Principal

Amount

    Interest
Rate
    Maturity
Date
    Value  
     
  Mortgage-Backed Obligations – (continued)   

 

Federal Agency – 6.1%

  

 

FNMA – 6.1%

  

$ 1,000,000        6.000     TBA-30yr (d)    $ 1,126,641   

 

 

 
  TOTAL MORTGAGE-BACKED OBLIGATIONS   
  (Cost $2,642,579)      $ 2,666,770   

 

 

 
     
  Asset-Backed Securities(a) – 13.0%   

 

Collateralized Loan Obligations(c) – 11.5%

  

 

Aberdeen Loan Funding Ltd. Series 2008-1A, Class A

  

$ 241,389        0.875     11/01/18      $ 237,768   

 

Acis CLO Ltd. Series 2014-4A, Class ACOM

  

  150,000        1.710        05/01/26        147,855   

 

Anchorage Capital CLO IV Ltd. Series 2014-4A, Class A1A

  

  250,000        1.732        07/28/26        248,702   

 

Hildene CLO II Ltd. Series 2014-2A, Class A

  

  250,000        1.726        07/19/26        249,349   

 

MidOcean Credit CLO Series 2014-3A, Class A(e)

  

  250,000        1.690        07/21/26        248,525   

 

Ocean Trails CLO IV Series 2013-4A, Class A

  

  250,000        1.524        08/13/25        247,786   

 

Regatta IV Funding Ltd. Series 2014-1A, Class ACOM

  

  250,000        1.737        07/25/26        248,325   

 

Silvermore CLO Ltd. Series 2014-1A, Class A1

  

  250,000        1.675        05/15/26        249,332   

 

Trinitas CLO II Ltd. Series 2014-2A, Class ACOM(e)

  

  250,000        1.608        07/15/26        245,475   
     

 

 

 
        2,123,117   

 

 

 

 

Home Equity(b) – 1.5%

  

 
 

Citigroup Mortgage Loan Trust, Inc.
Series 2006-WFH1, Class M3

 
  

  100,000        0.552        01/25/36        83,777   

 

Lehman XS Trust Series 2007-3, Class 1BA2

  

  59,631        0.822        03/25/37        41,650   

 

Saxon Asset Securities Trust Series 2007-2, Class A2C

  

  102,041        0.632        05/25/47        71,520   

 
 

Structured Asset Securities Corp. Mortgage Loan Trust
Series 2005-NC2, Class M4

  
  

  100,000        0.622        05/25/35        84,196   
     

 

 

 
        281,143   

 

 

 
  TOTAL ASSET-BACKED SECURITIES   
  (Cost $2,402,293)      $ 2,404,260   

 

 

 
     
  Foreign Debt Obligations – 14.7%   

 

Sovereign – 14.7%

  

 

Argentine Republic Government International Bond(f)

  

EUR 10,000        0.000     12/15/35      $ 1,068   
  1,037,000        0.000        12/15/35        83,997   

 

Brazilian Government International Bond

  

BRL 265,000        6.000        08/15/50        286,674   

 

 

 
     
  Foreign Debt Obligations – (continued)   

 

Sovereign – (continued)

  

 

Bundesrepublik Deutschland

  

EUR 380,000        2.000     08/15/23      $ 560,192   

 

Dominican Republic International Bond(c)

  

$ 100,000        7.450        04/30/44        106,500   

 

Italy Buoni Poliennali Del Tesoro

  

EUR 150,000        5.500        11/01/22        251,915   
  240,000        4.500        05/01/23        377,966   

 

Mexico Government International Bond(f)

  

MXN 4,384,700        0.000        08/21/14        33,661   
  3,836,700        0.000        09/11/14        29,406   
  8,563,300        0.000        09/18/14        65,597   
  25,500,300        0.000        10/16/14        194,866   

 

Mexico Government International Bond Series M 10

  

  3,834,000        7.750        12/14/17        330,777   

 

Mexico Government International Bond Series M 30

  

  410,000        8.500        11/18/38        38,561   

 

Spain Government Bond(c)

  

EUR 120,000        5.400        01/31/23        201,834   
  100,000        4.400        10/31/23        157,241   

 

 

 
  TOTAL FOREIGN DEBT OBLIGATIONS   
  (Cost $2,645,591)      $ 2,720,255   

 

 

 
     
  Municipal Debt Obligations – 1.9%   

 

Puerto Rico – 1.9%

  

 
 

Puerto Rico Commonwealth Aqueduct & Sewer Authority RB
Senior Lien Series 2012 A

  
  

$ 10,000        5.750     07/01/37      $ 6,924   

 

Puerto Rico Commonwealth GO Bonds Series 2014 A

  

  265,000        8.000        07/01/35        233,229   

 
 

Puerto Rico Commonwealth GO Refunding for Public
Improvement Series 2008 A

  
  

  10,000        5.500        07/01/32        7,267   

 
 

Puerto Rico Commonwealth GO Refunding for Public
Improvement Series 2009 B

  
  

  10,000        6.000        07/01/39        7,317   

 

Puerto Rico Sales Tax Financing Corp. RB First Subseries 2010 A

  

  20,000        5.500        08/01/42        15,608   

 
 

Puerto Rico Sales Tax Financing Corp. RB First
Subseries 2011 A-1

 
  

  120,000        5.000        08/01/43        86,440   

 

 

 
  TOTAL MUNICIPAL DEBT OBLIGATIONS   
  (Cost $366,914)      $ 356,785   

 

 

 
     
  Bank Loan Obligation – 0.4%   

 

Media Non Cable – 0.4%

  

 

Clear Channel Communications, Inc.

  

$ 75,000        3.800     11/29/16      $ 74,469   
  (Cost $74,625)   

 

 

 

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

Principal

Amount

    Interest
Rate
    Maturity
Date
    Value  
     
  U.S. Treasury Obligations – 33.4%   

 

United States Treasury Bond

  

$ 200,000        3.375     05/15/44      $ 201,352   

 

United States Treasury Inflation-Protected Securities

  

  218,790        0.500        04/15/15        222,037   
  109,631        1.375        01/15/20        120,286   
  104,744        0.125        01/15/22        105,480   
  101,722        1.375        02/15/44        112,069   

 

United States Treasury Notes

  

  900,000        0.375        04/30/16        899,721   
  100,000        1.625        04/30/19        100,188   
  200,000        1.500        05/31/19        198,984   
  300,000        1.625        06/30/19        299,988   
  1,100,000        2.250        04/30/21        1,110,824   
  200,000        2.125        06/30/21        199,954   
  2,600,000        2.500        05/15/24        2,596,048   

 

 

 
  TOTAL U.S. TREASURY OBLIGATIONS   
  (Cost $6,146,277)      $ 6,166,931   

 

 

 
  TOTAL INVESTMENTS – 85.1%     
  (Cost $15,616,520)      $ 15,734,085   

 

 

 

 
 

OTHER ASSETS IN EXCESS OF
LIABILITIES – 14.9%

  
  

    2,753,118   

 

 

 
  NET ASSETS – 100.0%      $ 18,487,203   

 

 

 

 

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

(a)   Variable rate security. Interest rate or distribution rate disclosed is that which is in effect at June 30, 2014.
(b)   Securities with “Call” features. Maturity dates disclosed are the final maturity dates.
(c)   Exempt from registration under Rule 144A of the Securities Act of 1933. Under procedures approved by the Board of Trustees, such securities have been determined to be liquid by the Investment Adviser and may be resold, normally to qualified institutional buyers in transactions exempt from registration. Total market value of Rule 144A securities amounts to $3,119,567, which represents approximately 16.9% of net assets as of June 30, 2014.
(d)   TBA (To Be Announced) Securities are purchased/sold on a forward commitment basis with an approximate principal amount and no defined maturity date. The actual principal and maturity date will be determined upon settlement when the specific mortgage pools are assigned. Total market value of TBA securities (excluding forward sales contracts, if any) amounts to $1,126,641 which represents approximately 6.1% of net assets as of June 30, 2014.
(f)   Issued with a zero coupon. Income is recognized through the accretion of discount.
(e)   When-issued security.

 

Investment Abbreviations:
BA   — Bankers Acceptance Rate
BBR   — Bank Base Rate
CDI   — Average One-Day Interbank Deposit
EURIBOR   — Euro Interbank Offered Rate
FHLMC   — Federal Home Loan Mortgage Corp.
FNMA   — Federal National Mortgage Association
GO   — General Obligation
LIBOR   — London Interbank Offered Rate
RB   — Revenue Bond
STIBOR   — Stockholm Interbank Offered Rate
WIBOR   — Warsaw Interbank Offered Rate
Currency Abbreviations:
AUD   — Australian Dollar
BRL   — Brazilian Real
CAD   — Canadian Dollar
CHF   — Swiss Franc
CLP   — Chilean Peso
CNH   — Chinese Renminbi
EUR   — Euro
GBP   — British Pound
HUF   — Hungarian Forint
ILS   — Israel New Shekel
INR   — Indian Rupee
JPY   — Japanese Yen
MXN   — Mexican Peso
MYR   — Malaysian Ringgit
NOK   — Norwegian Krone
NZD   — New Zealand Dollar
PLN   — Polish Zloty
RUB   — Russian Ruble
SEK   — Swedish Krona
SGD   — Singapore Dollar
THB   — Thailand Baht
TRY   — Turkish Lira
TWD   — Taiwan Dollar
USD   — United States Dollar

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

Schedule of Investments (continued)

June 30, 2014 (Unaudited)

 

ADDITIONAL INVESTMENT INFORMATION

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTSAt June 30, 2014, the Fund had the following forward foreign currency exchange contracts:

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS WITH UNREALIZED GAIN

 

Counterparty      Contracts to
Buy/Sell
     Settlement
Date
     Current
Value
       Unrealized
Gain
 
Bank of America, N.A.      CAD/CHF      09/17/14      $ 77,092         $ 409   
     GBP/EUR      09/17/14        101,426           68   
     ILS/USD      09/17/14        100,151           1,003   
     INR/USD      09/05/14        97,271           2   
     INR/USD      09/26/14        97,921           358   
     NZD/USD      09/17/14        50,409           379   
     USD/HUF      09/17/14        97,788           1,438   
Barclays Bank PLC      CAD/CHF      09/17/14        115,638           381   
     CNH/USD      09/17/14        506,814           1,813   
     EUR/GBP      09/17/14        50,679           28   
     EUR/NOK      09/17/14        50,679           562   
     EUR/USD      09/17/14        102,728           794   
     INR/USD      09/23/14        124,097           388   
     USD/RUB      07/21/14        151,400           492   
BNP Paribas SA      EUR/USD      09/17/14        102,728           1,191   
     JPY/USD      09/17/14        203,163           163   
     PLN/USD      09/17/14        40,480           12   
Citibank, N.A.      BRL/USD      07/07/14        52,006           2,006   
     CNH/USD      07/11/14        215,892           1,971   
     CNH/USD      09/05/14        109,186           877   
     EUR/USD      09/17/14        432,195           4,476   
     GBP/USD      09/17/14        202,729           3,687   
     INR/USD      07/21/14        50,229           229   
     INR/USD      09/23/14        96,199           57   
     INR/USD      09/26/14        195,363           491   
     MXN/USD      09/17/14        218,086           564   
     RUB/USD      07/09/14        310,796           4,926   
     USD/SEK      09/17/14        241,592           814   
Deutsche Bank AG      BRL/USD      07/07/14        51,464           1,464   
     CNH/USD      09/05/14        109,032           832   
     CNH/USD      09/17/14        202,278           278   
     INR/USD      07/17/14        44,162           162   
     INR/USD      08/01/14        50,732           4   
     MYR/USD      08/18/14        10,652           15   
     RUB/USD      07/09/14        103,107           2,107   
     RUB/USD      07/21/14        102,496           2,496   
     TRY/USD      09/17/14        102,702           702   
     USD/RUB      07/09/14        50,749           251   
     USD/TRY      09/17/14        107,687           313   
Merrill Lynch & Co., Inc.      JPY/USD      09/17/14        307,203           1,203   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

ADDITIONAL INVESTMENT INFORMATION (continued)

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS WITH UNREALIZED GAIN (continued)

 

Counterparty      Contracts to
Buy/Sell
     Settlement
Date
     Current
Value
       Unrealized
Gain
 
Morgan Stanley Co., Inc.      BRL/USD      07/09/14      $ 207,781         $ 6,966   
     BRL/USD      07/23/14        51,127           1,127   
     CNH/USD      08/11/14        111,333           958   
     EUR/USD      09/17/14        102,043           1,128   
     USD/BRL      07/28/14        50,966           34   
Royal Bank of Canada      BRL/USD      07/03/14        51,182           1,182   
     BRL/USD      07/07/14        206,555           6,924   
     USD/BRL      07/09/14        50,597           64   
     USD/BRL      08/04/14        50,738           262   
Royal Bank of Scotland      INR/USD      08/08/14        204,470           792   
State Street Bank      PLN/USD      09/17/14        40,973           80   
Westpac Banking Corp.      INR/USD      09/23/14        97,701           130   
     MYR/USD      08/05/14        49,721           411   
       MYR/USD      08/06/14        845,865           8,941   
TOTAL         $ 68,405  

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS WITH UNREALIZED LOSS

 

Counterparty      Contracts to
Buy/Sell
     Settlement
Date
     Current
Value
       Unrealized
Loss
 
Bank of America NA      CLP/USD      07/10/14      $ 49,683         $ (317
     CLP/USD      07/14/14        47,715           (158
     EUR/CHF      09/17/14        50,679           (100
     INR/USD      07/02/14        98,183           (1,817
     PLN/EUR      09/17/14        50,789           (575
     USD/CHF      09/17/14        163,522           (2,383
     USD/ILS      09/17/14        84,543           (673
Barclays Bank PLC      BRL/USD      07/28/14        50,784           (13
     PLN/EUR      09/17/14        50,120           (559
     RUB/USD      07/21/14        50,297           (262
     USD/ILS      09/17/14        104,216           (874
BNP Paribas SA      EUR/CHF      09/17/14        102,728           (231
     EUR/NOK      09/17/14        101,358           (142
     MXN/USD      09/17/14        221,491           (37
     NOK/EUR      09/17/14        348,329           (7,794
     PLN/EUR      09/17/14        54,917           (171
     USD/AUD      09/17/14        166,635           (1,493
     USD/BRL      07/07/14        52,037           (1,037
     USD/BRL      07/23/14        51,692           (692
     USD/CHF      09/17/14        367,813           (5,514
     USD/EUR      09/17/14        202,716           (83
     USD/ILS      09/17/14        71,986           (510

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

Schedule of Investments (continued)

June 30, 2014 (Unaudited)

 

ADDITIONAL INVESTMENT INFORMATION (continued)

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS WITH UNREALIZED LOSS (continued)

 

Counterparty      Contracts to
Buy/Sell
     Settlement
Date
     Current
Value
       Unrealized
Loss
 
BNP Paribas SA (continued)      USD/JPY      09/17/14      $ 164,024         $ (1,597
     USD/NZD      09/17/14        199,515           (5,763
Citibank NA      USD/BRL      07/07/14        53,099           (1,758
     USD/BRL      07/09/14        51,799           (799
     USD/CAD      09/17/14        195,112           (4,507
     USD/CHF      09/17/14        185,672           (2,435
     USD/ILS      09/17/14        71,966           (508
     USD/JPY      08/13/14        12,816           (73
     USD/MYR      08/05/14        147,133           (1,563
     USD/RUB      07/21/14        51,447           (447
     USD/SGD      09/17/14        251,865           (707
Deutsche Bank AG      INR/USD      07/17/14        56,593           (300
     PLN/EUR      09/17/14        353,852           (4,165
     PLN/USD      09/17/14        81,963           (72
     TRY/USD      09/17/14        107,272           (728
     USD/AUD      09/17/14        166,635           (1,430
     USD/EUR      07/31/14        197,337           (2,329
     USD/GBP      07/24/14        88,092           (1,987
     USD/GBP      09/17/14        205,235           (1,574
     USD/ILS      09/17/14        168,099           (1,316
     USD/JPY      09/17/14        166,924           (1,188
     USD/MXN      09/17/14        102,351           (351
     USD/MYR      07/14/14        93,260           (260
     USD/MYR      07/30/14        102,509           (509
     USD/MYR      08/05/14        100,525           (773
     USD/MYR      08/18/14        51,120           (120
     USD/RUB      07/09/14        102,927           (927
     USD/RUB      07/21/14        51,081           (1,081
     USD/THB      08/08/14        195,631           (281
Morgan Stanley Co., Inc.      MXN/USD      09/17/14        227,807           (660
     USD/BRL      07/09/14        103,346           (1,867
     USD/EUR      09/17/14        710,876           (3,602
     USD/RUB      07/09/14        51,787           (787
     USD/TWD      07/25/14        308,711           (2,649
Royal Bank of Canada      USD/BRL      07/07/14        152,294           (3,418
     USD/BRL      07/18/14        268,703           (9,932
     USD/CAD      09/17/14        205,681           (4,681
     USD/MXN      08/08/14        96,701           (650
     USD/SGD      09/17/14        124,062           (228
Royal Bank of Scotland      TRY/USD      09/17/14        249,461           (1,946
     USD/CHF      09/17/14        184,698           (2,587
     USD/GBP      09/17/14        205,236           (1,895
     USD/TRY      09/17/14        254,300           (2,300

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

ADDITIONAL INVESTMENT INFORMATION (continued)

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS WITH UNREALIZED LOSS (continued)

 

Counterparty      Contracts to
Buy/Sell
     Settlement
Date
     Current
Value
       Unrealized
Loss
 
State Street Bank      EUR/GBP      09/17/14      $ 50,679         $ (295
     NOK/EUR      09/17/14        97,841           (3,517
     USD/CHF      09/17/14        185,357           (2,493
     USD/EUR      09/17/14        102,150           (418
     USD/JPY      09/17/14        529,007           (4,219
     USD/MXN      08/08/14        591,971           (5,625
     USD/MXN      09/17/14        108,308           (308
Westpac Banking Corp.      JPY/CHF      09/17/14        141,188           (154
     USD/AUD      09/17/14        373,290           (3,445
     USD/EUR      07/31/14        1,428,433           (11,400
     USD/NZD      09/17/14        160,787           (192
     USD/SGD      09/17/14        125,353           (380
       USD/TWD      07/17/14        96,078           (435
TOTAL         $ (135,066 )

FUTURES CONTRACTSAt June 30, 2014, the Fund had the following futures contracts:

 

Type      Number of
Contracts
Long (Short)
    

Expiration

Date

    

Current

Value

       Unrealized
Gain (Loss)
 
90 Day Eurodollar      (12)      September 2016      $ (2,948,550      $ (4,574
90 Day Eurodollar      (24)      December 2016        (5,881,500        (16,597
90 Day Eurodollar      (15)      March 2017        (3,668,063        (5,272
90 Day Eurodollar      (12)      June 2017        (2,928,450        (2,656
Euro-OAT Future      (4)      September 2014        (769,711        (5,089
U.S. Long Bond      (3)      September 2014        (411,563        (344
U.S. Ultra Long Treasury Bonds      (2)      September 2014        (299,875        (30
2 Year U.S. Treasury Notes      (1)      September 2014        (219,594        (283
5 Year U.S. Treasury Notes      (10)      September 2014        (1,194,609        1,312   

10 Year U.S. Treasury Notes

     (7)      September 2014        (876,203        3,413   
TOTAL                               $ (30,120

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

Schedule of Investments (continued)

June 30, 2014 (Unaudited)

 

ADDITIONAL INVESTMENT INFORMATION (continued)

SWAP CONTRACTSAt June 30, 2014, the Fund had the following swap contracts:

CENTRALLY CLEARED CREDIT DEFAULT SWAP CONTRACT

 

                             Market Value  
Referenced Obligation    Notional
Amount
(000’s)
     Rates
Received
(Paid)
  Termination
Date
    

Credit

Spread at
June 30, 2014 (a)

    Upfront
Payments
Made (Received)
     Unrealized
Gain
(Loss)
 
Protection Sold:                
CDX North America High Yield Index    $ 625       5.000%     06/20/19         3.030   $ 52,224       $ 2,446   

 

(a) Credit spread on the Referenced Obligation, together with the period of expiration, are indicators of payment/performance risk. The likelihood of a credit event occurring which would require a fund to make a payment or otherwise be required to perform under the swap contract is generally greater as the credit spread and term of the swap contract increase.

OVER THE COUNTER CREDIT DEFAULT SWAP CONTRACT

 

                                    Market Value  
Counterparty    Referenced Obligation    Notional
Amount
(000’s)
     Rates
Received
(Paid)
    Termination
Date
    

Credit

Spread at
June 30, 2014 (a)

    Upfront
Payments
Made (Received)
    Unrealized
Gain
(Loss)
 
Protection Purchased:                  
Bank of America, N.A.    People’s Republic of China, 4.500%, 10/28/14      $30         (1.000 )%      06/20/19         0.720   $ (198   $ (197
        180         (1.000     06/20/19         0.720        (1,137     (1,237
JPMorgan Chase Bank, N.A.    People’s Republic of China, 4.500%, 10/28/14      50         (1.000     06/20/19         0.720        (341     (319
            1,200         (1.000     06/20/19         0.720        (5,635     (10,192
TOTAL                                           $ (7,311   $ (11,945

 

(a) Credit spread on the Referenced Obligation, together with the period of expiration, are indicators of payment/performance risk. The likelihood of a credit event occurring which would require a fund to make a payment or otherwise be required to perform under the swap contract is generally greater as the credit spread and term of the swap contract increase.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

ADDITIONAL INVESTMENT INFORMATION (continued)

CENTRALLY CLEARED INTEREST RATE SWAP CONTRACTS

 

            

Rates Exchanged

     Market Value  
Notional Amount (000’s)        Termination
Date
  Payments Received   Payments Made      Upfront
Payments Made
(Received)
       Unrealized
Gain (Loss)
 
JPY 273,620 (a)       02/12/19   6 Month LIBOR   0.420%      $ (3,799      $ (6,951
PLN 90         06/17/19   6 Month WIBOR   3.045                  (156
AUD 930 (a)       09/17/19   6 Month BBR   3.750        (9,185        (7,685
EUR 960 (a)       09/17/19     1.500%   6 Month EURIBOR        39,795           12,230   
GBP 870 (a)       09/17/19   2.250   6 Month LIBOR        3,214           (5,702
NZD 1,510 (a)       09/17/19   4.500   3 Month BBR        6           (9,344
SEK 8,280 (a)       09/17/19   3 Month STIBOR   1.750        (11,674        (8,734
$ 4,160 (a)       09/17/19   3 Month LIBOR   2.250        (66,439        (20,092
GBP 440 (a)       02/05/21   2.840   6 Month LIBOR        (207        (284
JPY 159,830 (a)       09/17/21   6 Month LIBOR   0.500        373           (5,369
$ 1,600 (a)       09/17/21   3 Month LIBOR   2.750        (37,326        (13,288
JPY 385,190 (a)       02/12/22   1.080   6 Month LIBOR        8,729           16,925   
GBP 290 (a)       03/20/24   6 Month LIBOR   3.750        (4,863        (1,752
$ 410 (a)       03/20/24   4.250   3 Month LIBOR        6,224           4,734   
  180 (a)       04/04/24   4.000   3 Month LIBOR        901           1,932   
PLN 70         05/06/24   6 Month WIBOR   3.900                  (1,087
  530         05/06/24   6 Month WIBOR   3.925        2           (8,603
  110         05/08/24   6 Month WIBOR   3.945                  (1,845
AUD 320 (a)       09/17/24   4.500   6 Month BBR        8,512           4,997   
CAD 550 (a)       09/17/24   2.750   3 Month BA        (684        1,707   
EUR 190 (a)       09/17/24   2.250   6 Month EURIBOR        14,041           5,008   
GBP 450 (a)       09/17/24   6 Month LIBOR   3.000        (12,781        2,413   
JPY 190,250 (a)       09/17/24   6 Month LIBOR   0.750        6,664           (9,273
NZD 400 (a)       09/17/24   5.000   3 Month BBR        3,136           (1,425
$ 1,160 (a)       09/17/24   3 Month LIBOR   3.250        (43,305        (15,064
JPY 305,570 (a)       02/14/25   6 Month LIBOR   1.720        (4,443        (15,198
$ 2,700 (a)       09/17/29   3 Month LIBOR   3.750        (198,815        (31,180
GBP 280 (a)       02/05/36   6 Month LIBOR   3.500        (1,813        (2,583
  TOTAL                        $ (303,737      $ (115,669

 

(a) Represents forward starting interest rate swaps whose effective dates of commencement of accruals and cash flows occur subsequent to June 30, 2014.

OVER THE COUNTER INTEREST RATE SWAP CONTRACTS

 

                       Rates Exchanged      Market Value  
Counterparty     

Notional

Amount (000’s)

       Termination
Date
     Payments
Received
     Payments
Made
     Upfront
Payments
Made (Received)
       Unrealized
Gain (Loss)
 
JPMorgan Chase Bank, N.A.      BRL         226         01/04/21      12.330%      1 Day CDI      $         —         $ 1,363   

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

Statement of Assets and Liabilities

June 30, 2014 (Unaudited)(a)

 

  
Assets:       

Investments, at value (cost $15,616,520)

   $ 15,734,085   

Cash

     4,562,807   

Foreign currencies, at value (cost $41,353)

     41,536   

Receivables:

  

Collateral on certain derivative contracts(b)

     425,439   

Deferred offering costs

     191,653   

Interest

     74,926   

Unrealized gain on forward foreign currency exchange contracts

     68,405   

Reimbursement from investment adviser

     39,990   

Fund shares sold

     11,252   

Investments sold

     2,573   

Unrealized gain on swap contracts

     1,363   
Total assets      21,154,029   
  
  
Liabilities:       

Payables:

  

Investments purchased on an extended-settlement basis

     1,616,520   

Investments purchased

     546,213   

Unrealized loss on forward foreign currency exchange contracts

     135,066   

Variation margin on certain derivative contracts

     28,364   

Unrealized loss on swap contracts

     11,945   

Amounts owed to affiliates

     9,444   

Upfront payments received on swap contracts

     7,311   

Accrued expenses

     311,963   
Total liabilities      2,666,826   
  
  
Net Assets:       

Paid-in capital

     18,466,962   

Undistributed net investment income

     3,300   

Accumulated net realized gain

     119,622   

Net unrealized loss

     (102,681
NET ASSETS    $ 18,487,203   

Net Assets:

  

Institutional

   $ 18,251,340   

Service

     10,019   

Advisor

     225,844   

Total Net Assets

   $ 18,487,203   

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

  

Institutional

     1,822,919   

Service

     1,001   

Advisor

     22,581   

Net asset value, offering and redemption price per share:

  

Institutional

     $10.01   

Service

     10.01   

Advisor

     10.00   

(a) Commenced operations on April 14, 2014.

(b) Segregated for initial margin of $84,287 on futures and $341,152 on swaps transactions.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

Statement of Operations

For the Period Ended June 30, 2014 (Unaudited)(a)

 

  
Investment income:  

Interest

   $ 60,390   
  
  
Expenses:       

Offering costs

     51,282   

Professional fees

     26,412   

Management fees

     23,120   

Custody, accounting and administrative services

     19,194   

Organization costs

     12,000   

Printing and mailing costs

     9,543   

Trustee fees

     4,486   

Transfer Agent fees(b)

     772   

Distribution and Service fees(b)

     43   

Other

     1,503   
Total expenses      148,355   

Less — expense reductions

     (115,398
Net expenses      32,957   
NET INVESTMENT INCOME      27,433   
  
  
Realized and unrealized gain (loss):       

Net realized gain (loss) from:

  

Investments

     52,916   

Futures contracts

     23,119   

Swap contracts

     (32,037

Forward foreign currency exchange contracts

     68,853   

Foreign currency transactions

     6,771   

Net change in unrealized gain (loss) on:

  

Investments

     117,565   

Futures contracts

     (30,120

Swap contracts

     (123,805

Forward foreign currency exchange contracts

     (66,661

Foreign currency translation

     340   
Net realized and unrealized gain      16,941   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $ 44,374   

(a) Commenced operations on April 14, 2014.

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

 

Distribution and Service Fees        Transfer Agent Fees
Service    Advisor   

 

  Institutional      Service    Advisor
$5    $38      $ 769       $1    $2

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

Statement of Changes in Net Assets

 

 

    

For the

Period Ended

June 30, 2014(a)

(Unaudited)

 
  
From operations:  

Net investment income

   $ 27,433   

Net realized gain

     119,622   

Net change in unrealized loss

     (102,681
Net increase in net assets resulting from operations      44,374   
  
  
Distributions to shareholders:  

From net investment income

  

Institutional Shares

     (23,849

Service Shares

     (7

Advisor Shares

     (277
Total distributions to shareholders      (24,133
  
  
From share transactions:  

Proceeds from sales of shares

     18,443,086   

Reinvestment of distributions

     24,133   

Cost of shares redeemed

     (257
Net increase in net assets resulting from share transactions      18,466,962   
TOTAL INCREASE      18,487,203   
  
  
Net assets:  

Beginning of period

       

End of period

   $ 18,487,203   
Undistributed net investment income    $ 3,300   

(a) Commenced operations on April 14, 2014.

 

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

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

FOR THE PERIOD ENDED JUNE 30, (UNAUDITED)

 

2014 - Institutional (Commenced April 14, 2014)

  $ 10.00      $ 0.02      $ (d)    $ 0.02      $ (0.01   $ 10.01        0.23   $ 18,251        0.85 %(e)      3.21 %(e)      0.71 %(e)      32

2014 - Service (Commenced April 14, 2014)

    10.00        0.01        0.01        0.02        (0.01     10.01        0.17        10        1.13 (e)      3.49 (e)      0.45 (e)      32   

2014 - Advisor (Commenced April 14, 2014)

    10.00        0.01        (d)      0.01        (0.01     10.00        0.13        226        1.18 (e)      3.53 (e)      0.52 (e)      32   

 

(a) Calculated based on the average shares outstanding methodology.
(b) Assumes investment at the net asset value at the beginning of the period, reinvestment of all distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c) The Fund's portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund's portfolio turnover rate may be higher.
(d) Amount is less than 0.005 per share.
(e) Annualized.

 

The accompanying notes are an integral part of these financial statements.    19   


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

Notes to Financial Statements

June 30, 2014 (Unaudited)

 

1.    ORGANIZATION

 

Goldman Sachs Variable Insurance Trust (the “Trust” or “VIT”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust includes the Goldman Sachs Strategic Income Fund (the “Fund”). The Fund is a diversified Portfolio under the Act offering three classes of shares — Institutional, Service and Advisor Shares. Shares of the Trust are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. The Fund commenced operations on April 14, 2014.

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

2.    SIGNIFICANT ACCOUNTING POLICIES

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

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

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

For derivative contracts, realized gains and losses are recorded upon settlement of the contract. Upfront payments are made or received upon entering into a swap agreement and are reflected in the Statement of Assets and Liabilities. Upfront payments are recognized over the contract’s term/event as realized gains or losses, with the exception of forward starting interest rate swaps whose realized gains or losses are recognized from the effective start date. For securities with paydown provisions, principal payments received are treated as a proportionate reduction to the cost basis of the securities and excess or shortfall amounts are recorded as gains or losses. For treasury inflation protected securities (“TIPS”), adjustments to principal due to inflation/deflation are reflected as increases/decreases to interest income with a corresponding adjustment to cost.

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

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

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

 

20


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

2.    SIGNIFICANT ACCOUNTING POLICIES (continued)

 

on the ex-dividend date. Income distributions are declared and paid quarterly and capital gains distributions, if any, are declared and paid annually.

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

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

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

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS

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

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

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

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

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

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

Debt Securities — Debt securities for which market quotations are readily available are valued daily on the basis of quotations supplied by dealers or an independent pricing service approved by the Trustees. The pricing services may use valuation models or matrix pricing, which consider: (i) yield or price with respect to bonds that are considered comparable in characteristics such as

 

21


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

rating, interest rate and maturity date or (ii) quotations from securities dealers to determine current value. Short-term debt obligations that mature in sixty days or less and that do not exhibit signs of credit deterioration are valued at amortized cost, which approximates fair value. With the exception of treasury securities of G8 countries (not held in money market funds), which are generally classified as Level 1, these investments are generally classified as Level 2 of the fair value hierarchy.

i.  Mortgage-Backed and Asset-Backed Securities — Mortgage-backed securities represent direct or indirect participations in, or are collateralized by and payable from, mortgage loans secured by residential and/or commercial real estate property. Asset-backed securities include securities whose principal and interest payments are collateralized by pools of other assets or receivables. The value of certain mortgage-backed and asset-backed securities (including adjustable rate mortgage loans) may be particularly sensitive to changes in prevailing interest rates. The value of these securities may also fluctuate in response to the market’s perception of the creditworthiness of the issuers.

Asset-backed securities may present credit risks that are not presented by mortgage-backed securities because they generally do not have the benefit of a security interest in collateral that is comparable to mortgage assets. Some asset-backed securities may only have a subordinated claim on collateral.

Stripped mortgage-backed securities are usually structured with two different classes: one that receives substantially all interest payments (interest-only, or “IO” and/or high coupon rate with relatively low principal amount, or “IOette”), and the other that receives substantially all principal payments (principal-only, or “PO”) from a pool of mortgage loans. Little to no principal will be received at the maturity of an IO; as a result, periodic adjustments are recorded to reduce the cost of the security until maturity. These adjustments are included in interest income.

ii.  Treasury Inflation Protected Securities — TIPS are treasury securities in which the principal amount is adjusted daily to keep pace with inflation, as measured by the U.S. Consumer Pricing Index for Urban Consumers. The repayment of the original bond principal upon maturity is guaranteed by the full faith and credit of the U.S. Government.

iii.  When-Issued Securities and Forward Commitments — When-issued securities, including TBA (“To Be Announced”) securities, are securities that are authorized but not yet issued in the market and purchased in order to secure what is considered to be an advantageous price or yield to a Fund. A forward commitment involves entering into a contract to purchase or sell securities, typically on an extended settlement basis, for a fixed price at a future date. The purchase of securities on a when-issued or forward commitment basis involves a risk of loss if the value of the security to be purchased declines before the settlement date. Conversely, the sale of securities on a forward commitment basis involves the risk that the value of the securities sold may increase before the settlement date. Although a Fund will generally purchase securities on a when-issued or forward commitment basis with the intention of acquiring the securities for its portfolio, the Fund may dispose of when-issued securities or forward commitments prior to settlement which may result in a realized gain or loss.

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

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

i.  Forward Foreign Currency Exchange ContractsIn a forward foreign currency contract, a Fund agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. All forward foreign currency

 

22


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

exchange contracts are marked-to-market daily at the applicable forward rate. Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency.

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

iii.  Swap ContractsBilateral swap contracts are agreements in which a Fund and a counterparty agree to exchange periodic payments on a specified notional amount or make a net payment upon termination. Bilateral swap transactions are privately negotiated in the OTC market and payments are settled through direct payments between a Fund and the counterparty. By contrast, certain swap transactions are subject to mandatory central clearing. These swaps are executed through a derivatives clearing member (“DCM”), acting in an agency capacity, and submitted to a central counterparty (“CCP”) (“centrally cleared swaps”), in which case all payments are settled with the CCP through the DCM. Swaps are marked-to-market daily using pricing vendor quotations, counterparty or clearinghouse prices or model prices, and the change in value, if any, is recorded as an unrealized gain or loss. Upon entering into a swap contract, a Fund is required to satisfy an initial margin requirement by delivering cash or securities to the counterparty (or in some cases, segregated in a triparty account on behalf of the counterparty), which can be adjusted by any mark-to-market gains or losses pursuant to bilateral or centrally cleared arrangements. For centrally cleared swaps the daily change in valuation, if any, is recorded as a receivable or payable for variation margin.

An interest rate swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals, based upon or calculated by reference to changes in interest rates on a specified notional principal amount. The payment flows are usually netted against each other, with the difference being paid by one party to the other.

A credit default swap is an agreement that involves one party (the buyer of protection) making a stream of payments to another party (the seller of protection) in exchange for the right to receive protection on a reference security or obligation, including a group of assets or exposure to the performance of an index. A Fund’s investment in credit default swaps may involve greater risks than if the Fund had invested in the referenced obligation directly. Credit events are contract specific but may include bankruptcy, failure to pay, restructuring and obligation acceleration. If a Fund buys protection through a credit default swap and no credit event occurs, its payments are limited to the periodic payments previously made to the counterparty. Upon the occurrence of a specified credit event, a Fund, as a buyer of credit protection, is entitled to receive an amount equal to the notional amount of the swap and deliver to the seller the defaulted reference obligation in a physically settled trade. A Fund may also receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap reduced by the recovery value of the reference obligation in cash settled trade.

As a seller of protection, a Fund generally receives a payment stream throughout the term of the swap, provided that there is no credit event. In addition, if a Fund sells protection through a credit default swap, a Fund could suffer a loss because the value of the referenced obligation and the premium payments received may be less than the notional amount of the swap paid to the buyer of protection. Upon the occurrence of a specified credit event, a Fund, as a seller of credit protection, may be required to take possession of the defaulted reference obligation and pay the buyer an amount equal to the notional amount of the swap in a physically settled trade. A Fund may also pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap reduced by the recovery value of the reference obligation in cash settled trade. Recovery values are at times established through the credit event auction process in which market participants are ensured that a transparent price has been set for the defaulted security or obligation. In addition, a Fund is entitled to a return of any assets, which have been pledged as collateral to the counterparty.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

The maximum potential amount of future payments (undiscounted) that a Fund as seller of protection could be required to make under a credit default swap would be an amount equal to the notional amount of the agreement. These potential amounts would be partially offset by any recovery values of the respective referenced obligations or net amounts received from a settlement of a credit default swap for the same reference security or obligation where a Fund bought credit protection.

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

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

 

Investment Type      Level 1        Level 2        Level 3  
Assets               
Fixed Income               

Corporate Obligation

     $ 40,858         $ 1,303,757         $   

Mortgage-Backed Obligations

                 2,666,770             

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

       6,166,931                       

Asset-Backed Securities

                 2,404,260             

Foreign Debt Obligations

       65,597           2,654,658             

Municipal Debt Obligations

                 356,785             

Bank Loan Obligations

                 74,469             
Total      $ 6,273,386         $ 9,460,699         $   
Assets(a)               
Futures Contracts      $ 4,725         $         $   
Forward Foreign Currency Exchange Contracts                  68,405             
Credit Default Swaps                  2,446             
Interest Rate Swaps                  51,309             
Total      $ 4,725         $ 122,160         $   
Liabilities(a)               
Futures Contracts      $ (34,845      $         $   
Forward Foreign Currency Exchange Contracts                  (135,066     
Credit Default Swaps                  (11,945          
Interest Rate Swaps                  (165,615          
Total      $ (34,845      $ (312,626      $   

 

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

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

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

4.    INVESTMENTS IN DERIVATIVES

 

The following table sets forth, by certain risk types, the gross value of derivative contracts as of June 30, 2014. These instruments were used to meet the Fund’s investment objectives and to obtain and/or manage exposure related to the risks below. The values in the table below exclude the effects of cash collateral received or posted pursuant to these derivative contracts, and therefore are not representative of the Fund’s net exposure.

 

Risk    Statement of Assets and Liabilities   Assets     Statement of Assets and Liabilities   Liabilities  
Credit    Variation margin on certain derivative contracts   $ 2,446 (a)    Variation margin on certain derivative contracts   $ (11,945 )(a) 
Currency    Receivable for unrealized gain on forward foreign currency exchange contracts     68,405      Payable for unrealized loss on forward foreign currency exchange contracts     (135,066
Interest Rate    Variation margin on certain derivative contracts     56,034 (a)    Variation margin on certain derivative contracts     (200,460 )(a) 
Total        $ 126,885          $ (347,471

 

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

The following table sets forth, by certain risk types, the Fund’s gains (losses) related to these derivatives and their indicative volumes for the period ended June 30, 2014. These gains (losses) should be considered in the context that these derivative contracts may have been executed to create investment opportunities and/or economically hedge certain investments, and accordingly, certain gains (losses) on such derivative contracts may offset certain (losses) gains attributable to investments. These gains (losses) are included in “Net realized gain (loss)” or “Net change in unrealized gain (loss)” on the Statement of Operations:

 

Risk    Statement of Operations          Net
Realized
Gain (Loss)
     Net Change in
Unrealized
Gain (Loss)
    Average
Number of
Contracts(a)
 

Credit

   Net realized gain (loss) from swap contracts/Net change in unrealized gain (loss) on swap contracts         $ (2,681    $ (9,499     3   

Currency

   Net realized gain (loss) from forward foreign currency exchange contracts/Net change in unrealized gain (loss) on forward foreign currency exchange contracts foreign currency exchange contracts           68,853         (66,661     154   

Interest Rate

   Net realized gain (loss) from future contracts and swap contracts/Net change in unrealized gain (loss) on future contracts and swap contracts           (6,237      (144,426     119   
Total              $ 59,935       $ (220,586     276   

 

(a) Average number of contracts is based on the average of month end balances for the period ended June 30, 2014.

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

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

4.    INVESTMENTS IN DERIVATIVES (continued)

 

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

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

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

The following tables set forth the Fund’s net exposure for derivative instruments that are subject to enforceable master netting arrangements or similar agreements as of June 30, 2014:

 

    Derivative Assets (1)     Derivative Liabilities (1)     Net Derivative
Assets
(Liabilities)
    Collateral
(Received)
Pledged(1)
    Net
Amount(2)
 
Counterparty  

Forwards

    Swaps     Total     Forwards     Swaps     Total        
Bank of America, N.A.   $ 3,657      $      $ 3,657      $ (6,023   $ (1,434   $ (7,457   $ (3,800     $—      $ (3,800
Barclays Bank PLC     4,458               4,458        (1,708            (1,708     2,750               2,750   
BNP Paribas SA     1,366               1,366        (25,064            (25,064     (23,698            (23,698
Citibank NA     20,098               20,098        (12,797            (12,797     7,301               7,301   
Deutsche Bank AG     8,624               8,624        (19,391            (19,391     (10,767            (10,767
JPMorgan Chase Bank,     N.A.            1,363        1,363               (10,511     (10,511     (9,148            (9,148
Merrill Lynch & Co., Inc.     1,203               1,203                             1,203               1,203   
Morgan Stanley & Co., Inc.     10,213               10,213        (9,565            (9,565     648               648   
Royal Bank of Canada     8,432               8,432        (18,909            (18,909     (10,477            (10,477
Royal Bank of Scotland     792               792        (8,728            (8,728     (7,936            (7,936
State Street Bank     80               80        (16,875            (16,875     (16,795            (16,795

Westpac Banking Corp.

    9,482               9,482        (16,006            (16,006     (6,524            (6,524
Total   $ 68,405      $ 1,363      $ 69,768      $ (135,066   $ (11,945   $ (147,011   $ (77,243     $—      $ (77,243

 

(1) Gross amounts available for offset but not netted in the Statement of Assets and Liabilities.
(2) Net amount represents the net amount due (to) from counterparty in the event of a default based on the contractual set-off rights under the agreement.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

5.    AGREEMENTS AND AFFILIATED TRANSACTIONS

 

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

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

For the period ended June 30, 2014, contractual and effective net management fees with GSAM were at the following rates:

 

Contractual Management Fee Rate  
First
$1 billion
    Next
$1 billion
    Next
$3 billion
    Next
$3 billion
    Over
$8 billion
    Effective
Rate
 
  0.60%        0.54     0.51     0.50     0.49     0.60

B.  Distribution and Service Plans — The Trust, on behalf of the Fund, has adopted Distribution and Service Plans (the “Plans”). Under the Plans, Goldman Sachs, which serves as distributor (“The Distributor”), is entitled to a fee accrued daily and paid monthly for distribution services and personal and account maintenance services, which may then be paid by Goldman Sachs to authorized dealers, equal to, on an annual basis, 0.25% and 0.40% of the Fund’s average daily net assets attributable to Service and Advisor Shares, respectively.

C.  Transfer Agency Agreement — Goldman Sachs also serves as the transfer agent of the Fund for a fee pursuant to a Transfer Agency Agreement. The fees charged for such transfer agency services are accrued daily and paid monthly at an annual rate of 0.02% of the average daily net assets for Institutional, Service and Advisor Shares.

D.  Other Expense Agreements and Affiliated Transactions — GSAM has agreed to limit certain “Other Expense” of the Fund (excluding transfer agent fees and expenses, taxes, interest, brokerage fees, shareholder meetings, litigation, indemnification and extraordinary expenses) to the extent such expenses exceed, on an annual basis, a percentage rate of the average daily net assets of the Fund. Such Other Expense reimbursements, if any, are accrued daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any. The Other Expense limitation as an annual percentage rate of average daily net assets for the Fund is 0.254%. The Other Expense limitation will remain in place through at least April 30, 2015, and prior to such date GSAM may not terminate the arrangement without the approval of the Trustees. For the period ended June 30, 2014, GSAM reimbursed $114,634 to the Fund. The Fund bears its respective share of costs related to proxy and shareholder meetings, and GSAM has agreed to reimburse the Fund to the extent such expenses exceed a specified percentage of the Fund’s net assets. In addition, the Fund has entered into certain offset arrangements with the custodian and the transfer agent, which may result in a reduction of the Fund’s expenses and are received irrespective of the application of the “Other Expense” limitation described above. For the period ended June 30, 2014, custody fee credits were $764.

As of June 30, 2014, the amounts owed to affiliates of the Fund were $9,100, $40 and $304 for management, distribution and service, and transfer agent fees, respectively.

 

27


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

6.    PORTFOLIO SECURITIES TRANSACTIONS

 

E.  Other Transactions with Affiliates — For the period ended June 30, 2014, Goldman Sachs did not earn any brokerage commissions from portfolio transactions, on behalf of the Portfolio.

As of June 30, 2014, the Goldman Sachs Group, Inc. was the beneficial owner of approximately 99% of Institutional Class Shares and 100% of the Service Class Shares.

The cost of purchases and proceeds from sales and maturities of long-term securities for the period ended June 30, 2014, were as follows:

 

Purchases of

U.S. Government and
Agency Obligations

   

Purchases (Excluding

U.S. Government and
Agency Obligations

   

Sales and

Maturities of
U.S. Government and
Agency Obligations

   

Sales and

Maturities (Excluding
U.S. Government and
Agency Obligations

 
  $8,862,865      $ 10,232,937      $ 1,821,573      $ 2,319,484   

7.    TAX INFORMATION

As of June 30, 2014, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:

 

Tax cost    $ 15,616,520   
Gross unrealized gain      137,741   
Gross unrealized loss      (20,176
Net unrealized security gain    $ 117,565   

GSAM has reviewed the Fund’s tax positions for all open tax years (the current year, as applicable), and has concluded that no provision for income tax is required in the Fund’s financial statements. Such open tax years remain subject to examination and adjustment by tax authorities.

8.    OTHER RISKS

The Fund’s risks include, but are not limited to, the following:

Large Shareholder Redemptions Risk — The Fund may experience adverse effects when certain large shareholders, such as other funds, participating insurance companies, accounts and Goldman Sachs affiliates, purchase or redeem large amounts of shares of the Fund. Such large shareholder redemptions may cause the Fund to sell portfolio securities at times when it would not otherwise do so, which may negatively impact the Fund’s NAV and liquidity. Similarly, large Fund share purchases may adversely affect the Fund’s performance to the extent that the Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would. These transactions may also increase transaction costs. In addition, a large redemption could result in the Fund’s current expenses being allocated over a smaller asset base, leading to an increase in the Fund’s expense ratio.

 

28


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

8.    OTHER RISKS (continued)

 

Liquidity Risk —The Fund may make investments that are illiquid or that may become less liquid in response to market developments or adverse investor perceptions. Illiquid investments may be more difficult to value. Liquidity risk may also refer to the risk that a Fund will not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. To meet redemption requests, the Fund may be forced to sell investments at an unfavorable time and/or under unfavorable conditions.

Market and Credit Risks — In the normal course of business, the Fund trades financial instruments and enters into financial transactions where risk of potential loss exists due to changes in the market (market risk). Additionally, the Fund may also be exposed to credit risk in the event that an issuer or guarantor fails to perform or that an institution or entity with which the Fund has unsettled or open transactions defaults.

Investing in foreign markets may involve special risks and considerations not typically associated with investing in the U.S. Foreign securities may be subject to risk of loss because of more or less foreign government regulation, less public information and less economic, political and social stability in the countries in which the Fund invests. Loss may also result from the imposition of exchange controls, confiscations and other government restrictions by the United States or other governments, or from problems in registration, settlement or custody. Foreign risk also involves the risk of negative foreign currency rate fluctuations, which may cause the value of securities denominated in such foreign currency (or other instruments through which the Fund has exposure to foreign currencies) to decline in value. Currency exchange rates may fluctuate significantly over short periods of time. To the extent that the Fund also invests in securities of issuers located in emerging markets, these risks may be more pronounced.

9.    INDEMNIFICATIONS

Under the Trust’s organizational documents, its Trustees, officers, employees and agents are indemnified, to the extent permitted by the Act and state law, against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the course of business, the Fund enter into contracts that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, GSAM believes the risk of loss under these arrangements to be remote.

10.    SUBSEQUENT EVENTS

Subsequent events after the Statement of Assets and Liabilities date have been evaluated through the date the financial statements were issued. GSAM has concluded that there is no impact requiring adjustment or disclosure in the financial statements.

 

29


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

11.    SUMMARY OF SHARE TRANSACTIONS

 

Share activity is as follows:

 

     

For the Period Ended
June 30, 2014(a)

(Unaudited)

 
Institutional Shares     
Shares sold      1,820,562      $ 18,206,067   
Reinvestment of distributions      2,378        23,849   
Shares redeemed      (21     (209
       1,822,919        18,229,707   
Service Shares     
Shares sold      1,000        10,000   
Reinvestment of distributions      1        7   
       1,001        10,007   
Advisor Shares     
Shares sold      22,559        227,019   
Reinvestment of distributions      27        277   
Shares redeemed      (5     (48
       22,581        227,248   
NET INCREASE      1,846,501      $ 18,466,962   

 

(a) Commenced operations on April 14, 2014.

 

30


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

Fund Expenses — Period Ended June 30, 2014 (Unaudited)

As a shareholder of Institutional, Service or Advisor Shares of the Fund, you incur ongoing costs, including management fees, distribution and service (12b-1) fees (with respect to Service and Advisor Shares) and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Institutional Shares, Service Shares, and Advisor Shares of the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from April 14, 2014 through June 30, 2014.

Actual Expenses — The first line under each share class in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes — The second line under each share class in the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual net expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. As a shareholder of the Fund, you do not incur any transaction costs, such as sales charges, redemption fees, or exchange fees, but shareholders of other funds may incur such costs. The second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds whose shareholders may incur transaction costs.

 

Share Class  

Beginning

Account Value

4/14/14

   

Ending

Account Value

6/30/14

   

Expenses Paid

for the

Period Ended

6/30/14*

 
Institutional        
Actual   $ 1,000      $ 1,002.30      $ 1.80   
Hypothetical 5% return     1,000        1,020.58     4.26   
Service        
Actual     1,000        1,001.70        2.39   
Hypothetical 5% return     1,000        1,019.19     5.66   
Advisor        
Actual     1,000        1,001.30        2.49   
Hypothetical 5% return     1,000        1,018.94     5.91   

 

  * Expenses are calculated using the Fund’s annualized net expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the period ended June 30, 2014. Expenses are calculated by multiplying the annualized net expense ratio by the average account value for the period; then multiplying the result by the number of days in the most recent fiscal half year; and then dividing that result by the number of days in the fiscal year. The annualized net expense ratios for the period were 0.85%, 1.13% and 1.18% for the Institutional, Service and Advisor Shares, respectively.  

 

  + Hypothetical expenses are based on the Fund’s actual annualized net expense ratios and an assumed rate of return of 5% per year before expenses.  

 

31


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

 

Background

The Goldman Sachs Strategic Income Fund (the “Fund”) is a newly-organized investment portfolio of Goldman Sachs Variable Insurance Trust (the “Trust”) that commenced investment operations on April 14, 2014. At a meeting held on February 10-11, 2014 (the “Meeting”) in connection with the Fund’s organization, the Trustees, including all of the Trustees present who are not parties to the Fund’s investment management agreement (the “Management Agreement”) or “interested persons” (as defined in the Investment Company Act of 1940, as amended) of any party thereto (the “Independent Trustees”) approved the Management Agreement with Goldman Sachs Asset Management, L.P. (the “Investment Adviser”).

At the Meeting, the Trustees reviewed the Management Agreement, including information regarding the terms of the Management Agreement; the nature, extent and quality of the Investment Adviser’s anticipated services; the fees and expenses to be paid by the Fund; a comparison of the Fund’s proposed management fees and anticipated expenses with those paid by other similar mutual funds; the Investment Adviser’s proposal to limit certain expenses of the Fund that exceed a specified level; and potential benefits to be derived by the Investment Adviser and its affiliates from their relationships with the Fund. Various information was also provided at a prior meeting at which the Fund was discussed.

In connection with the Meeting, the Trustees received written materials and oral presentations on the topics covered, and were advised by their independent legal counsel regarding their responsibilities under applicable law. In evaluating the Management Agreement at the Meeting, the Trustees relied upon information included in a presentation made by the Investment Adviser at the Meeting and information received at prior Board meetings, as well as on their knowledge of the Investment Adviser resulting from their meetings and other interactions over time.

Nature, Extent and Quality of the Services Provided Under the Management Agreement

As part of their review, the Trustees considered the nature, extent and quality of the services to be provided by the Investment Adviser. In this regard, the Trustees considered both the investment advisory services and non-advisory services that would be provided to the Fund by the Investment Adviser and its affiliates. The Trustees also considered information about the Fund’s structure, investment objective, strategies and other characteristics. The Trustees noted the experience and capabilities of the portfolio management team. They also noted the Investment Adviser’s commitment to maintaining high quality systems. The Trustees concluded that the Investment Adviser would be able to commit substantial financial and other resources to the Fund. In this regard, the Trustees noted that, although the Fund was new (and therefore had no performance data to evaluate), the Investment Adviser had experience managing a fund with a similar investment strategy, and the Trustees considered composite performance information for this similar fund. The Trustees concluded that the Investment Adviser’s management of the Fund likely would benefit the Fund and its shareholders.

Costs of Services to be Provided and Profitability

The Trustees considered the contractual terms of the Management Agreement and the fee rates payable by the Fund thereunder. In this regard, the Trustees considered information on the services to be rendered by the Investment Adviser to the Fund, which included both advisory and administrative services that were directed to the needs and operations of the Fund as a registered mutual fund.

In particular, the Trustees reviewed information on the proposed management fees and the Fund’s projected total operating expense ratios (both gross and net of expense limitations), and those were compared to similar information for comparable mutual funds advised by other, unaffiliated investment management firms, as well as the peer group and category medians. The comparisons of the Fund’s fee rates and total operating expense ratios were prepared by a third-party provider of mutual fund data. The Trustees believed that this information was useful in evaluating the reasonableness of the management fees and total expenses expected to be paid by the Fund.

The Trustees considered the Investment Adviser’s undertaking to limit certain expenses of the Fund that exceed a specified level. They also considered comparative fee information for services provided by the Investment Adviser to similarly managed funds and accounts. In addition, the Trustees recognized that there was not yet profitability data to evaluate for the Fund, but considered the Investment Adviser’s representations that (i) such data would be provided after the Fund commenced operations, and (ii) the Fund was not expected to be profitable to the Investment Adviser and its affiliates initially.

The Trustees noted the competitive nature of the fund marketplace, and that many of the Fund’s shareholders would be investing in the Fund in part because of the Fund’s relationship with the Investment Adviser. They also noted that shareholders would be able to redeem their Fund shares at any time if shareholders believe that the Fund fees and expenses are too high or if they are dissatisfied with the performance of the Fund.

 

 

32


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INCOME FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited) (continued)

 

Economies of Scale

The Trustees considered the proposed breakpoints in the fee rate payable under the Management Agreement at the following annual percentage rates of the average daily net assets of the Fund:

 

Average Daily
Net Assets
  Management
Fee Annual
Rate
 
First $1 billion     0.60
Next $1 billion     0.54   
Next $3 billion     0.51   
Next $3 billion     0.50   
Over $8 billion     0.49   

The Trustees noted that the breakpoints were meant to share potential economies of scale, if any, with the Fund and its shareholders as assets under management reach those asset levels. The Trustees considered the Fund’s projected asset levels and information comparing fee rates charged by the Investment Adviser with fee rates charged to other funds in the peer group, as well as the Investment Adviser’s undertaking to limit certain expenses of the Fund that exceed a specified level. Upon reviewing these matters, the Trustees concluded that the fee breakpoints represented a means of assuring that benefits of scalability, if any, would be passed along to shareholders at the specified asset levels.

Other Benefits to the Investment Adviser and Its Affiliates

The Trustees also considered the other benefits expected to be derived by the Investment Adviser and its affiliates from their relationship with the Fund, including: (a) transfer agency fees received by Goldman, Sachs & Co. (“Goldman Sachs”); (b) futures commissions earned by Goldman Sachs for executing futures transactions on behalf of the Fund; (c) trading efficiencies resulting from aggregation of orders of the Fund with those for other funds or accounts managed by the Investment Adviser; (d) the Investment Adviser’s ability to leverage the infrastructure designed to service the Fund on behalf of its other clients; (e) the Investment Adviser’s ability to cross-market other products and services to Fund shareholders; (f) Goldman Sachs’ retention of certain fees as Fund Distributor; (g) the Investment Adviser’s ability to negotiate better pricing with custodians on behalf of its other clients, as a result of the relationship with the Fund; and (h) the possibility that the working relationship between the Investment Adviser and the Fund’s third party service providers may cause those service providers to be more likely to do business with other areas of Goldman Sachs.

Conclusion

In connection with their consideration of the Management Agreement for the Fund at the Meeting, the Trustees gave weight to various factors, but did not identify any particular factor as controlling their decision. After deliberation and consideration of the information provided, including the factors described above, the Trustees concluded, in the exercise of their business judgment, that the management fee that would be payable by the Fund was reasonable in light of the services to be provided to it by the Investment Adviser, the Investment Adviser’s anticipated costs and the Fund’s reasonably anticipated asset levels. The Trustees unanimously concluded that the Investment Adviser’s management likely would benefit the Fund and its shareholders and that the Management Agreement should be approved with respect to the Fund.

 

33


TRUSTEES   OFFICERS
Ashok N. Bakhru, Chairman   James A. McNamara, President

John P. Coblentz, Jr.

Diana M. Daniels

 

Scott M. McHugh, Principal Financial Officer

and Treasurer

Joseph P. LoRusso   Caroline L. Kraus, Secretary
Herbert J. Markley  
James A. McNamara  
Jessica Palmer  
Alan A. Shuch  
Richard P. Strubel  
Roy W. Templin  

GOLDMAN, SACHS & CO.

Distributor and Transfer Agent

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Investment Adviser

200 West Street, New York

New York 10282

Visit our web site at www.GSAMFUNDS.com to obtain the most recent month-end returns.

The reports concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, such as performance of the economy as a whole and of specific industry sectors, changes in the levels of interest rates, the impact of developing world events, and other factors that may influence the future performance of the Fund. Management believes these forward-looking statements to be reasonable, although they are inherently uncertain and difficult to predict. Actual events may cause adjustments in portfolio management strategies from those currently expected to be employed.

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities for the 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-621-2550; and (ii) on the Securities and Exchange Commission (“SEC”) web site at http://www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the SEC’s web site at http://www.sec.gov within 60 days after the Fund’s first and third fiscal quarters. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. and information on the operation of the Public Reference Room may also be obtained by calling 1-800-SEC-0330. Forms N-Q may be obtained upon request and without charge by calling 1-800-621-2550.

The website links provided are for your convenience only and are not an endorsement or recommendation by GSAM of any of these websites or the products or services offered. GSAM is not responsible for the accuracy and validity of the content of these websites.

Fund holdings and allocations shown are as of June 30, 2014 and may not be representative of future investments. Fund holdings should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. Current and future holdings are subject to risk.

References to indices, benchmarks or other measures of relative market performance over a specified period of time are provided for your information only and do not imply that the portfolio will achieve similar results. The index composition may not reflect the manner in which a portfolio is constructed. While an adviser seeks to design a portfolio which reflects appropriate risk and return features, portfolio characteristics may deviate from those of the benchmark.

The Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of Morgan Stanley Capital International Inc. (“MSCI”) and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”) and is licensed for use by Goldman Sachs. Neither MSCI, S&P nor any other party involved in making or compiling the GICS or any GICS classifications makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any of such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of their affiliates or any third party involved in making or compiling the GICS or any GICS classifications have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

The portfolio risk management process includes an effort to monitor and manage risk, but does not imply low risk.

Shares of the Goldman Sachs VIT Funds are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you may realize with respect to your investments. Ask your representative for more complete information. Please consider a fund’s objectives, risks and charges and expenses, and read the prospectus carefully before investing. The prospectus contains this and other information about the Fund.

This material is not authorized for distribution to prospective investors unless preceded or accompanied by a current Prospectus or summary prospectus, if applicable. Investors should consider a Fund’s objective, risks, and charges and expenses, and read the summary prospectus, if available, and/or the Prospectus carefully before investing or sending money. The summary prospectus, if available, and the Prospectus contain this and other information about a Fund and may be obtained from your Authorized Institution or from Goldman, Sachs & Co. by calling 1-800-621-2550.

This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman Sachs Variable Insurance Trust: Goldman Sachs Strategic Income Fund.

© 2014 Goldman Sachs. All rights reserved.

VITSTISAR-14/136312.MF.MED.TMPL/8/2014


Goldman

Sachs Variable Insurance Trust

Goldman Sachs

Strategic International Equity Fund

Semi-Annual Report

June 30, 2014

 

LOGO


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Principal Investment Strategies and Risks

 

This is not a complete list of risks that may affect the Fund. For additional information concerning the risks applicable to the Fund, please see the Fund’s Prospectuses.

Shares of the Goldman Sachs Variable Insurance Trust — Goldman Sachs Strategic International Equity Fund are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you realize with respect to your investments. Ask your representative for more complete information. Please consider the Fund’s objective, risks and charges and expenses, and read the Prospectus carefully before investing. The Prospectus contains this and other information about the Fund.

The Goldman Sachs Strategic International Equity Fund invests primarily in a diversified portfolio of equity investments in companies that are organized outside the United States or whose securities are principally traded outside the United States. The Fund’s equity investments are subject to market risk, which means that the value of the securities in which it invests may go up or down in response to the prospects of individual companies, particular sectors and/or general economic conditions. Foreign and emerging markets investments may be more volatile and less liquid than investments in U.S. securities and are subject to the risks of currency fluctuations and adverse economic or political developments.

 

1


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

INVESTMENT OBJECTIVE

The Fund seeks long-term growth of capital.

 

 

Portfolio Management Discussion and Analysis

Below, the Goldman Sachs Fundamental International Equity Portfolio Management Team discusses the Goldman Sachs Variable Insurance Trust — Goldman Sachs Strategic International Equity Fund’s (the “Fund”) performance and positioning for the six-month period ended June 30, 2014 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Institutional and Service Shares generated cumulative total returns of 2.97% and 2.97%, respectively. These returns compare to the 4.78% cumulative total return of the Fund’s benchmark, the MSCI Europe, Australasia, Far East (EAFE) Index (net, USD, unhedged) (the “MSCI EAFE Index”), during the same time period.

What economic and market factors most influenced the international equity markets as a whole during the Reporting Period?

After a weak January 2014, international equities, as measured by the MSCI EAFE Index, gained steam through the remainder of the Reporting Period, posting a return of 4.78% in U.S. dollar terms for the six months ended June 30, 2014.

In the first quarter of 2014, the Eurozone reported that its economy grew at a stronger than expected 0.5% year over year for the fourth quarter of 2013, and the European Commission raised its estimates for Gross Domestic Product (“GDP”) growth to 1.2% for calendar year 2014 and to 1.8% for calendar year 2015. Based largely on such economic optimism, many European stock markets outperformed the broader MSCI EAFE Index in the first quarter of 2014, despite some disappointing corporate earnings reports and conservative guidance from management and the potentially immediate threat of disinflation. Economic activity was also strong in Japan during the first quarter of 2014 ahead of the consumption tax hike on April 1, 2014. However, the Japanese equity market underperformed the MSCI EAFE Index in the first quarter of 2014 in part based on concerns that economic trends would be more difficult to assess ahead of the tax increase.

International equities generally gained for the second quarter of 2014 overall. However, while the U.K. equity market rose on an improving economic outlook, many continental European stock markets declined in June 2014 amidst worries about deflation, disappointing European Purchasing Managers’ Index (“PMI”) data and the lowest reading in six months of the German Ifo Business Climate Index, a survey of German business confidence. In an effort to stimulate the European economy, the European Central Bank cut interest rates by 10 basis points, which put deposit rates in negative territory to promote lending. (A basis point is 1/100th of a percentage point.) In contrast, Japanese stocks rallied sharply into the end of the Reporting Period, as evidence suggested that underlying growth trends following the consumption tax increase were stronger than expected. In addition, it was reported late in the second quarter of 2014 that the tax increase in Japan had driven the biggest year over year increase in inflation in that nation in more than 20 years in April 2014.

For the Reporting Period overall, some of the peripheral European countries, such as Spain and Italy, were among the strongest performing equity markets in the MSCI EAFE Index. Japan, China and Germany were among the weakest equity markets in the MSCI EAFE Index during the Reporting Period. From a sector perspective, the utilities, energy and health care sectors posted the strongest returns during the Reporting Period. Utilities and health care stocks benefited from a robust merger and acquisition market. The energy sector was boosted by higher climbing oil prices. Information technology, consumer discretionary, telecommunication services and financials notably underperformed the MSCI EAFE Index during the Reporting Period.

What key factors were responsible for the Fund’s performance during the Reporting Period?

The Fund’s underperformance of the MSCI EAFE Index during the Reporting Period can be primarily attributed to individual stock selection.

Which stocks detracted significantly from the Fund’s performance during the Reporting Period?

The biggest detractors from Fund performance relative to the MSCI EAFE Index during the Reporting Period were German sports apparel, footwear and equipment manufacturer Adidas, Japanese bank group Sumitomo Mitsui Financial Group and U.K. mobile telecommunications company Vodafone Group.

 

 

2


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Adidas detracted most from the Fund’s results during the Reporting Period, in part due to the significant currency headwind of a weak Russian ruble and Argentine peso, which led to weaker operating margins, given Adidas’ exposure to these regions. For similar reason, tensions between Russia and Ukraine caused a sell-off in the company’s stock. However, at the end of the Reporting Period, we believed the company was well positioned to benefit from an increased focus on direct-to-consumer distribution driven by online expansion. We also continued to like the company’s underlying business and were beginning to see, we believe, a change in sales momentum across most geographies.

Sumitomo Mitsui Financial Group was also a top detractor from the Fund’s performance during the Reporting Period. The stock underperformed the MSCI EAFE Index after it announced its quarterly net income, which fell by approximately 9.3% compared to last fiscal year due to lower bond-trading gains. The loan-deposit spread, or differential, in the company’s banking unit also narrowed. We decided to sell the Fund’s position in Sumitomo Mitsui Financial Group in favor of other high conviction opportunities.

Vodafone Group detracted from the Fund’s relative returns mainly due to disappointing guidance for the next fiscal year in Europe, combined with comments from AT&T that, despite some talk to the contrary, it does not intend to make an offer to buy Vodafone Group. At the end of the Reporting Period, we believed the European mobile telecommunications market had a strong outlook, and thus the current weakness in the company’s performance may well dissipate moving forward.

What were some of the Fund’s best-performing individual stocks?

The greatest contributors to Fund performance relative to the MSCI EAFE Index during the Reporting Period were Sweden-based truck manufacturer Scania, U.K.-based biopharmaceutical company Shire and France-based integrated oil company Total.

Scania was the top positive contributor to the Fund’s relative results during the Reporting Period. Its shares rose after Volkswagen announced it would make an offer for the remaining outstanding shares of Scania it does not already own. We decided to take profits and sell out of the Fund’s position in favor of other high conviction opportunities.

Shire was a top contributor to the Fund’s results. During the Reporting Period, Shire rejected an acquisition offer from U.S. pharmaceuticals company AbbVie, stating it felt the proposal undervalued the company. Shire has underlined its new target to double its sales by 2020, which is higher than previous market expectations. At the end of the Reporting Period, we believed Shire’s shares offered further upside both on a stand-alone basis if its Chief Executive Officer meets his targets and also as a potential acquisition target. At the same time, we recognized there could be downward pressure if AbbVie does not proceed with another formal offer. We thus reduced the Fund’s position in Shire, given the more modest risk-adjusted upside following the gains in its share price during the Reporting Period.

Total was another top contributor to the Fund’s relative results. Total remained one of our team’s top picks in big oil globally given what we consider to be its attractive valuation, near-years production growth, improving free cash flow profile and low expectations embedded in analysts’ sell-side estimates. We also believe there is potential to see further re-rating in big oil, as the industry begins to deliver positive free cash flow after dividends. (Re-rating is when the market changes its view of a company sufficiently to make calculation ratios, such as its price/earnings ratio, substantially higher or lower.) In addition, Total has entered the harvest phase of its investment cycle, resulting in high production growth. (The harvest phase of an investment cycle is when a company is getting its money out of an earlier made investment.)

Which equity market sectors most significantly affected Fund performance?

Security selection in the financials, utilities and consumer staples sectors detracted most from the Fund’s relative results. Effective security selection within the consumer discretionary, health care and information technology sectors contributed positively to the Fund’s performance relative to the MSCI EAFE Index during the Reporting Period.

Which countries or regions most affected the Fund’s performance during the Reporting Period?

Typically, the Fund’s individual stock holdings will significantly influence the Fund’s performance within a particular country or region relative to the MSCI EAFE Index. This effect may be even more pronounced in countries that represent only a modest proportion of the MSCI EAFE Index.

That said, the countries that detracted most from the Fund’s performance during the Reporting Period were the U.K., Switzerland and Russia, where positioning overall hurt. The Fund’s effective stock selection in Sweden, France and Denmark contributed most positively to the Fund’s returns relative to the MSCI EAFE Index.

 

 

3


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

How did the Fund use derivatives and similar instruments during the Reporting Period?

During the Reporting Period, we did not use derivatives to hedge positions or as part of an active management strategy, but we used index futures, on an opportunistic basis, to ensure the portfolio remained almost fully exposed to equities following cash inflows or stock sales.

Did the Fund make any significant purchases or sales during the Reporting Period?

During the Reporting Period, we established Fund positions in Mitsubishi UFJ Financial Group, Standard Chartered and Bank of Ireland, as we believe each is a quality company with an attractive valuation.

We initiated a Fund position in Japanese banking company Mitsubishi UFJ Financial Group because, in our view, the company’s earnings momentum and attractive valuation provided an opportunistic entry point. Furthermore, we believe the company is well positioned to protect its net profit better than its competitors, as it is supported by overseas companies, such as Morgan Stanley and Bank of Ayudhya, that are linked on its balance sheet.

We purchased shares of U.K.-based banking company Standard Chartered during the Reporting Period. Its stock had been underperforming due to concerns that a slowdown in emerging markets would create asset quality issues. We believe the concerns were overdone and viewed the weakness as an attractive entry point to the company’s stock. In our view, Standard Chartered has done a strong job of controlling its defaulted loans and loans at risk. Furthermore, we believe its stock is well positioned to see improved margins, as peers have been struggling and, in our view, are becoming less competitive.

We established a Fund position in Bank of Ireland because we believe the market was undervaluing the company’s ability to generate capital, creating what we considered to be an attractive entry point. We also believe the new issue market in Ireland may be poised to expand due to the limited competition in what is a consolidated market, leading to a lower cost of deposits and a widening spread on loans. The company detracted from the Fund’s relative results during the Reporting Period following the announcement that Wilbur Ross, the U.S. billionaire investor in struggling industries, sold his remaining 5.5% stake in Bank of Ireland and resigned from the bank’s board. However, we continued to hold the Fund’s position in Bank of Ireland at the end of the Reporting Period, as we believed the company offers an attractive risk/reward profile with upside potential should the Eurozone economic recovery continue.

In addition to those sales already mentioned, we exited the Fund’s positions in BNP Paribas. The company was a strong contributor to the Fund’s results during the Reporting Period, as it announced profits before tax that were above expectations. However, after the announcement that it was under criminal investigation for violations of U.S. sanctions against Sudan, Cuba and Iran, we withdrew the Fund’s position. BNP Paribas was subsequently fined $9 billion.

Were there any notable changes in the Fund’s weightings during the Reporting Period?

In constructing the Fund’s portfolio, we focus on picking stocks rather than on making regional, country, sector or industry bets. We seek to outpace the benchmark index by overweighting stocks that we expect to outperform and underweighting those that we think may lag. Consequently, changes in its sector or country weights are generally the direct result of individual stock selection or of stock appreciation or depreciation. That said, there were no notable changes in the Fund’s sector or country weightings during the Reporting Period.

How was the Fund positioned relative to its benchmark index at the end of the Reporting Period?

At the end of June 2014, the Fund had greater weightings than the MSCI EAFE Index in the consumer staples and materials sectors. The Fund had underweighted allocations to the financials, telecommunication services and utilities sectors and was rather neutrally weighted to the MSCI EAFE Index in the information technology, energy, health care, industrials and consumer discretionary sectors at the end of the Reporting Period.

From a country perspective, the Fund had greater positions in Ireland, Belgium, Sweden, South Korea, Taiwan, India and Russia relative to the MSCI EAFE Index at the end of June 2014. The Fund had less exposure to the U.K., Hong Kong, Australia, Spain, Germany, the Netherlands, Italy and Japan than the MSCI EAFE Index at the end of the Reporting Period. On the same date, the Fund had rather neutral exposures to the remaining components of the MSCI EAFE Index.

As always, we remained focused on individual stock selection, with sector and country positioning being a secondary, but closely monitored, effect.

 

 

4


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Were there any changes to the Fund’s portfolio management team during the Reporting Period?

During the Reporting Period, Eddie Perkin, managing director and chief investment officer (“CIO”) of International and Emerging Markets Equity and a lead portfolio manager of the Fund, left the firm. Suneil Mahindru, current lead portfolio manager for the firm’s Global Equity Partners strategy, became the CIO of International Equity and was named a lead portfolio manager on the Fund with Alexis Deladerriere.

What is the Fund’s tactical view and strategy for the months ahead?

Almost six years since the onset of the most recent global financial crisis, which was quickly followed by the Eurozone crisis, the global economy continues to improve, if slowly. Companies are starting to invest for growth, notably through mergers and acquisitions, and corporate earnings are broadly increasing, even if not as fast as expected. Furthermore, correlations and volatility have fallen from elevated levels during the crises. Given this backdrop, we believed at the end of the Reporting Period that equity market total returns for calendar year 2014 are likely to be close to the historical average. Equity performance was strong during the Reporting Period in many markets, nudging valuations higher to roughly historical average levels. However, the global economic recovery appears to be broadening, and equity risk premiums are still above average, suggesting to us that equities may look attractive relative to other assets.

That said, average valuations for many international equity markets may reduce upside potential and thus make stock-picking more critical for generating returns. At the end of the Reporting Period, we favored companies and industries exposed to growth spending. Health care and information technology stocks, among others, have already been benefitting from increased merger and acquisition activity. We believe information technology stocks are likely to be further helped by delayed capital expenditures.

Encouragingly, we believe Japan appears to have come through the April 2014 consumption tax hike with better than expected economic growth. In our view, the ultimate driver of higher equity returns in Japan may have to come from successful structural reforms in terms of labor, inflation and corporate culture, which may take time. However, Japan could have a series of near- and medium-term catalysts that may boost investor sentiment and equity prices. We think the Bank of Japan is likely to take additional steps to stimulate its economy in the coming months, particularly as it did not act earlier in the year. Also, wage growth appears to be taking hold and setting expectations for future wage growth and inflation, which would be an important shift in the Japanese mindset after years of deflation. Finally, Japan is the developed market country most exposed to global economic growth given its export-driven economy.

Overall, we believe the potential for upside, balanced against a number of risks, leads to a wider range of outcomes for Europe than for other developed markets. The consensus expectation for euro-area economic growth in 2014 is a modest 1.1%, but it marks an important swing back into positive territory, following contractions of 0.4% and 0.7% in 2013 and 2012, respectively. If macroeconomic growth can support revenue growth, we believe European companies have a lot of margin leverage to drive earnings higher, particularly with earnings still 35% below peak levels. Furthermore, European companies — which collectively garner 52% of their revenues from outside of Europe — could benefit from accelerating growth in other regions.

As companies differentiate themselves with revenue and earnings growth, we believe fundamental active managers have an excellent opportunity to similarly differentiate their portfolios and performance. As always, we maintain our focus on seeking companies that we believe will generate long-term growth in today’s ever-changing market conditions.

 

5


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Index Definitions

 

The MSCI EAFE® Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US & Canada. The MSCI EAFE® Index consists of the following 21 developed market country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.

All index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.

 

6


FUND BASICS

 

Strategic International Equity Fund

as of June 30, 2014

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/14    One Year     Five Years     Ten Years     Since Inception     Inception Date
Institutional      20.83     11.78     5.56     4.40   1/12/98
Service      20.64        11.52        N/A        2.59      1/09/06

 

1  The Standardized Total Returns are average annual total returns as of the most recent calendar quarter-end. They assume reinvestment of all distributions at net asset value. Because Institutional Shares and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the total return figures in the above chart. Please visit www.GSAMFUNDS.com to obtain the most recent month-end returns.

Performance reflects fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)       
Institutional        0.97      1.08  
Service        1.22         1.33       

 

2  The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations), are as set forth above according to the most recent publicly available Prospectuses for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2015, and prior to such date the Investment Adviser may not terminate the arrangements without the approval of the Fund’s Board of Trustees. If these arrangements are discontinued in the future, the expense ratios may change without shareholder approval.

TOP TEN HOLDINGS AS OF 6/30/143

 

Holding   

% of

Net Assets

     Line of Business   Country
Novartis AG (Registered)      3.6%       Pharmaceuticals, Biotechnology & Life Sciences   Switzerland
Total SA      2.7      Energy   France
Vodafone Group PLC      2.5      Telecommunication Services   United Kingdom
Anheuser-Busch InBev NV      2.5      Food, Beverage & Tobacco   Belgium
Mitsubishi UFJ Financial Group, Inc.      2.4      Banks   Japan
Novo Nordisk A/S Class B      2.3      Pharmaceuticals, Biotechnology & Life Sciences   Denmark
Air Liquide SA      2.2      Materials   France
Bayer AG (Registered)      2.2      Pharmaceuticals, Biotechnology & Life Sciences   Germany
BG Group PLC      2.0      Energy   United Kingdom
BP PLC      2.0      Energy   United Kingdom

 

3  The top 10 holdings may not be representative of the Fund’s future investments.

 

7


FUND BASICS

 

FUND vs. BENCHMARK SECTOR ALLOCATIONS4

As of June 30, 2014

 

 

LOGO

 

 

4  The Fund is actively managed and, as such, its composition may differ over time. Consequently, the Fund’s overall sector allocations may differ from percentages contained in the graph above. The graph categorizes investments using Global Industry Classification Standard (“GICS”), however, the sector classifications used by the portfolio management team may differ from GICS. Underlying sector allocations of exchange traded funds held by the Fund, if any, are not reflected in the graph above. The percentage shown for each investment category reflects the value of investments in that category as a percentage of total market value. The graph depicts the Fund’s investments but may not represent the Fund’s market exposure due to the exclusion of certain derivatives, if any, as listed in the Additional Investment Information section of the Schedule of Investments.

 

8


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Schedule of Investments

June 30, 2014 (Unaudited)

 

Shares      Description    Value  
  Common Stocks – 96.0%   

 

Australia – 5.1%

  

  125,140       AGL Energy Ltd. (Utilities)    $ 1,827,919   
  590,757       Aurizon Holdings Ltd. (Transportation)      2,774,068   
  111,701       Australia & New Zealand Banking Group Ltd. (Banks)      3,512,383   
  191,351       Computershare Ltd. (Software & Services)      2,252,230   
     

 

 

 
        10,366,600   

 

 

 

 

Belgium – 3.6%

  

  43,794       Anheuser-Busch InBev NV (Food, Beverage & Tobacco)      5,031,945   
  13,995       Solvay SA (Materials)      2,408,685   
     

 

 

 
        7,440,630   

 

 

 

 

China – 0.7%

  

  305,000       China Mengniu Dairy Co. Ltd. (Food, Beverage & Tobacco)      1,409,890   

 

 

 

 

Denmark – 2.3%

  

  103,294       Novo Nordisk A/S Class B (Pharmaceuticals, Biotechnology & Life Sciences)      4,767,324   

 

 

 

 

Finland – 1.3%

  

  68,047       Nokian Renkaat OYJ (Automobiles & Components)      2,652,948   

 

 

 

 

France – 8.3%

  

  33,869       Air Liquide SA (Materials)      4,576,679   
  13,380       Air Liquide SA-Prime De Fidelite (Materials)*      1,808,024   
  46,993       Safran SA (Capital Goods)      3,076,385   
  18,397       Sanofi (Pharmaceuticals, Biotechnology & Life Sciences)      1,955,409   
  76,604       Total SA (Energy)      5,542,276   
     

 

 

 
        16,958,773   

 

 

 

 

Germany – 7.7%

  

  38,524       Adidas AG (Consumer Durables & Apparel)      3,895,400   
  32,300       Bayer AG (Registered) (Pharmaceuticals, Biotechnology & Life Sciences)      4,556,665   
  27,462       Bayerische Motoren Werke AG (Automobiles & Components)      3,477,506   
  40,206       Beiersdorf AG (Household & Personal Products)      3,885,705   
     

 

 

 
        15,815,276   

 

 

 

 

India – 1.9%

  

  43,845       Hero MotoCorp Ltd. (Automobiles & Components)      1,921,490   
  121,076       Thermax Ltd. (Capital Goods)      1,890,271   
     

 

 

 
        3,811,761   

 

 

 
  Common Stocks – (continued)   

 

Indonesia – 0.5%

  

  4,275,500       PT Media Nusantara Citra Tbk (Media)    $ 995,348   

 

 

 

 

Ireland – 4.3%

  

  10,895,008       Bank of Ireland (Banks)*      3,655,310   
  37,587       Kerry Group PLC (Food, Beverage & Tobacco)      2,823,013   
  29,923       Shire PLC (Pharmaceuticals, Biotechnology & Life Sciences)      2,347,252   
     

 

 

 
        8,825,575   

 

 

 

 

Italy – 1.3%

  

  862,102       Intesa Sanpaolo SpA (Banks)      2,659,868   

 

 

 

 

Japan – 16.2%

  

  101,100       Credit Saison Co. Ltd. (Diversified Financials)      2,104,938   
  198,000       Ebara Corp. (Capital Goods)      1,251,918   
  112,000       Fujitec Co. Ltd. (Capital Goods)      1,184,946   
  94,700       Japan Tobacco, Inc. (Food, Beverage & Tobacco)      3,452,962   
  31,600       KDDI Corp. (Telecommunication Services)      1,928,029   
  175,000       Kubota Corp. (Capital Goods)      2,483,301   
  30,600       Makita Corp. (Capital Goods)      1,891,201   
  801,800       Mitsubishi UFJ Financial Group, Inc. (Banks)      4,922,023   
  33,400       Nidec Corp. (Capital Goods)      2,054,112   
  42,400       Pola Orbis Holdings, Inc. (Household & Personal Products)      1,712,344   
  26,400       Rinnai Corp. (Consumer Durables & Apparel)      2,548,658   
  375,000       Sumitomo Osaka Cement Co. Ltd. (Materials)      1,426,329   
  359,600       Tokyu Fudosan Holdings Corp. (Real Estate)      2,838,331   
  56,600       Unicharm Corp. (Household & Personal Products)      3,374,568   
     

 

 

 
        33,173,660   

 

 

 

 

Luxembourg – 1.1%

  

  60,539       SES SA FDR (Media)      2,296,221   

 

 

 

 

Netherlands – 1.1%

  

  263,090       Aegon NV (Insurance)      2,295,053   

 

 

 

 

Russia – 1.6%

  

  8,578       Magnit OJSC (Food & Staples Retailing)      2,236,339   
  111,169       Sberbank of Russia ADR (Banks)      1,123,288   
     

 

 

 
        3,359,627   

 

 

 

 

Singapore – 1.2%

  

  185,000       DBS Group Holdings Ltd. (Banks)      2,488,194   

 

 

 

 

The accompanying notes are an integral part of these financial statements.   9


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Schedule of Investments (continued)

June 30, 2014 (Unaudited)

 

Shares      Description    Value  
  Common Stocks – (continued)   

 

South Korea – 2.0%

  

  53,560       Hana Financial Group, Inc. (Banks)    $ 1,984,840   
  37,859       Kia Motors Corp. (Automobiles & Components)      2,118,036   
     

 

 

 
        4,102,876   

 

 

 

 

Spain – 1.6%

  

  258,303       Banco Bilbao Vizcaya Argentaria SA (Banks)      3,292,181   

 

 

 

 

Sweden – 5.2%

  

  63,571       Hennes & Mauritz AB (Retailing)      2,775,500   
  81,339       Svenska Cellulosa AB SCA (Household & Personal Products)      2,118,384   
  294,266       Telefonaktiebolaget LM Ericsson (Technology Hardware & Equipment)      3,554,955   
  153,458       Volvo AB (Capital Goods)      2,112,598   
     

 

 

 
        10,561,437   

 

 

 

 

Switzerland – 11.0%

  

  125,019       Credit Suisse Group AG (Registered) (Diversified Financials)*      3,555,475   
  65,733       Julius Baer Group Ltd. (Diversified Financials)*      2,708,156   
  81,226       Novartis AG (Registered) (Pharmaceuticals, Biotechnology & Life Sciences)      7,355,696   
  10,653       Syngenta AG (Registered) (Materials)      3,935,743   
  155,210       UBS AG (Registered) (Diversified Financials)*      2,845,700   
  40,857       Wolseley PLC (Capital Goods)      2,238,191   
     

 

 

 
        22,638,961   

 

 

 

 

Taiwan – 2.0%

  

  142,000       MediaTek, Inc. (Semiconductors & Semiconductor Equipment)      2,401,971   
  75,955       Taiwan Semiconductor Manufacturing Co. Ltd. ADR (Semiconductors & Semiconductor Equipment)      1,624,678   
     

 

 

 
        4,026,649   

 

 

 
  Common Stocks – (continued)   

 

United Kingdom – 16.0%

  

  197,517       BG Group PLC (Energy)    $ 4,167,881   
  51,851       BHP Billiton PLC (Materials)      1,685,625   
  455,400       BP PLC (Energy)      4,010,218   
  288,410       Drax Group PLC (Utilities)      3,157,543   
  288,834       HSBC Holdings PLC (Banks)      2,930,244   
  464,258       Melrose Industries PLC (Capital Goods)      2,065,904   
  57,776       Rio Tinto PLC (Materials)      3,119,573   
  34,434       Spirax-Sarco Engineering PLC (Capital Goods)      1,609,531   
  186,098       Standard Chartered PLC (Banks)      3,803,859   
  83,582       Tullow Oil PLC (Energy)      1,219,357   
  1,506,812       Vodafone Group PLC (Telecommunication Services)      5,036,188   
     

 

 

 
        32,805,923   

 

 

 
  TOTAL COMMON STOCKS   
  (Cost $179,860,353)    $ 196,744,775   

 

 

 
     
  Exchange Traded Fund – 3.0%   

 

Japan – 3.0%

  

  513,854       iShares MSCI Japan Fund    $ 6,186,802   
  (Cost $6,011,340)   

 

 

 
  TOTAL INVESTMENTS – 99.0%   
  (Cost $185,871,693)    $ 202,931,577   

 

 

 

 
 

OTHER ASSETS IN EXCESS OF
LIABILITIES – 1.0%

     1,947,086   

 

 

 
  NET ASSETS – 100.0%    $ 204,878,663   

 

 

 

 

The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
*   Non-income producing security.

 

Investment Abbreviations:
ADR   —American Depositary Receipt
FDR   —Fiduciary Depositary Receipt

 

10   The accompanying notes are an integral part of these financial statements.


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Statement of Assets and Liabilities

June 30,2014 (Unaudited)

 

  
Assets:       

Investments, at value (cost $185,871,693)

   $ 202,931,577   

Cash

     483,756   

Foreign currencies, at value (cost $312,604)

     314,264   

Receivables:

  

Investments sold

     1,260,563   

Dividends

     394,287   

Foreign tax reclaims

     261,570   

Fund shares sold

     15,966   

Reimbursement from investment adviser

     15,031   

Other assets

     9,857   
Total assets      205,686,871   
  
Liabilities:       

Payables:

  

Investments purchased

     249,082   

Amounts owed to affiliates

     171,519   

Fund shares redeemed

     171,336   

Foreign capital gains taxes

     82,841   

Accrued expenses

     133,430   
Total liabilities      808,208   
  
Net Assets:       

Paid-in capital

     268,901,435   

Undistributed net investment income

     6,488,883   

Accumulated net realized loss

     (87,529,855

Net unrealized gain

     17,018,200   
NET ASSETS    $ 204,878,663   

Net Assets:

  

Institutional

   $ 56,078,619   

Service

     148,800,044   

Total Net Assets

   $ 204,878,663   

Shares of beneficial interest outstanding $0.001 par value (unlimited shares authorized):

  

Institutional

     5,221,190   

Service

     13,848,653   

Net asset value, offering and redemption price per share:

  

Institutional

     $10.74   

Service

     10.74   

 

The accompanying notes are an integral part of these financial statements.   11


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Statement of Operations

For the Six Months Ended June 30, 2014 (Unaudited)

 

  
Investment income:  

Dividends (net of foreign taxes withheld of $427,350)

   $ 7,526,309   
  
Expenses:       

Management fees

     864,517   

Distribution and Service fees — Service Class

     183,951   

Custody, accounting and administrative services

     70,678   

Professional fees

     45,667   

Printing and mailing costs

     21,836   

Transfer Agent fees(a)

     20,340   

Trustee fees

     13,090   

Other

     25,669   
Total expenses      1,245,748   

Less — expense reductions

     (51,755
Net expenses      1,193,993   
NET INVESTMENT INCOME      6,332,316   
  
Realized and unrealized gain (loss):       

Net realized gain (loss) from:

  

Investments

     11,256,429   

Foreign currency transactions

     (57,118

Net change in unrealized loss on:

  

Investments (including the effects of the net change in the foreign capital gains tax liability of $53,563)

     (11,737,725

Foreign currency translation

     (607
Net realized and unrealized loss      (539,021
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $ 5,793,295   

(a) Institutional and Service Shares had Transfer Agent fees of $5,625 and $14,715, respectively.

 

12   The accompanying notes are an integral part of these financial statements.


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Statements of Changes in Net Assets

 

     For the
Six Months Ended
June 30, 2014
(Unaudited)
     For the
Fiscal Year Ended
December 31, 2013
 
     
From operations:  

Net investment income

   $ 6,332,316       $ 3,017,499   

Net realized gain

     11,199,311         27,808,337   

Net change in unrealized gain (loss)

     (11,738,332      12,681,334   
Net increase in net assets resulting from operations      5,793,295         43,507,170   
     
Distributions to shareholders:              

From net investment income

     

Institutional Shares

             (1,024,417

Service Shares

             (2,275,071
Total distributions to shareholders              (3,299,488
     
From share transactions:              

Proceeds from sales of shares

     1,641,403         3,694,114   

Reinvestment of distributions

             3,299,488   

Cost of shares redeemed

     (14,256,321      (31,622,722
Net decrease in net assets resulting from share transactions      (12,614,918      (24,629,120
TOTAL INCREASE (DECREASE)      (6,821,623      15,578,562   
     
Net assets:              

Beginning of period

     211,700,286         196,121,724   

End of period

   $ 204,878,663       $ 211,700,286   
Undistributed net investment income    $ 6,488,883       $ 156,567   

 

The accompanying notes are an integral part of these financial statements.   13


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

          Income (loss) from
investment operations
       
Year - Share Class   Net asset
value,
beginning
of period
    Net
investment
income(a)
    Net
realized
and
unrealized
gain (loss)
    Total from
investment
operations
    Distributions
to
shareholders
from net
investment
income
    Net asset
value,
end of
period
    Total
return(b)
    Net assets,
end of
period
(in 000s)
    Ratio of
net expenses
to average
net assets
    Ratio of
total
expenses
to average
net assets
    Ratio of
net investment
income
to average
net assets
    Portfolio
turnover
rate(c)
 

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2014 - Institutional

  $ 10.43      $ 0.33 (d)    $ (0.02 )    $ 0.31      $      $ 10.74        2.97   $ 56,079        0.99 %(e)      1.04 %(e)      6.41 %(d)(e)      47

2014 - Service

    10.44        0.32 (d)      (0.02 )      0.30               10.74        2.97        148,800        1.24 (e)      1.29 (e)      6.15 (d)(e)      47   
                       

FOR THE FISCAL YEARS ENDED DECEMBER 31,

 

2013 - Institutional

    8.56        0.16        1.89        2.05        (0.18     10.43        24.20        59,187        0.98        1.05        1.67        95   

2013 - Service

    8.57        0.13        1.90        2.03        (0.16     10.44        23.73        152,513        1.23        1.30        1.42        95   

2012 - Institutional

    7.20        0.16        1.38        1.54        (0.18     8.56        21.17        56,872        0.97        1.03        2.06        110   

2012 - Service

    7.22        0.14        1.37        1.51        (0.16     8.57        20.82        139,250        1.22        1.28        1.80        110   

2011 - Institutional

    8.82        0.26 (f)      (1.59     (1.33     (0.29     7.20        (15.05     55,954        0.99        1.04        3.03 (f)      143   

2011 - Service

    8.83        0.24 (f)      (1.58     (1.34     (0.27     7.22        (15.16     125,991        1.24        1.29        2.80 (f)      143   

2010 - Institutional

    8.11        0.11        0.73        0.84        (0.13     8.82        10.36        77,558        1.02        1.05        1.38        112   

2010 - Service

    8.12        0.09        0.73        0.82        (0.11     8.83        10.09        159,214        1.27        1.30        1.13        112   

2009 - Institutional

    6.41        0.13        1.71        1.84        (0.14     8.11        28.69        82,015        1.07        1.07        1.80        118   

2009 - Service

    6.42        0.11        1.71        1.82        (0.12     8.12        28.37        157,359        1.32        1.32        1.51        118   

 

(a) Calculated based on the average shares outstanding methodology.
(b) Assumes investment at the net asset value at the beginning of the period, reinvestment of all distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c) The Fund's portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund's portfolio turnover rate may be higher.
(d) Reflects income recognized from a corporate action which amounted to $0.33 per share and 6.48% of average net assets.
(e) Annualized.
(f) Reflects income recognized from a corporate action which amounted to $0.11 per share and 1.33% of average net assets.

 

The accompanying notes are an integral part of these financial statements.    14   


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Notes to Financial Statements

June 30,2014 (Unaudited)

 

1.    ORGANIZATION

 

Goldman Sachs Variable Insurance Trust (the “Trust” or “VIT”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust includes the Goldman Sachs Strategic International Equity Fund (the “Fund”). The Fund is a diversified portfolio under the Act offering two classes of shares — Institutional and Service Shares. Shares of the Trust are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies.

Goldman Sachs Asset Management International (“GSAMI”), an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as investment adviser to the Fund pursuant to a management agreement (the “Agreement”) with the Trust.

2.    SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and require management to make estimates and assumptions that may affect the reported amounts and disclosures. Actual results may differ from those estimates and assumptions.

A.  Investment Valuation — The Fund’s valuation policy is to value investments at fair value.

B.  Investment Income and Investments — Investment income includes interest income and dividend income, net of any foreign withholding taxes, less any amounts reclaimable. Interest income is accrued daily and adjusted for amortization of premiums and accretion of discounts. Dividend income is recognized on ex-dividend date or, for certain foreign securities, as soon as such information is obtained subsequent to the ex-dividend date. Investment transactions are reflected on trade date. Realized gains and losses are calculated using identified cost. Investment transactions are recorded on the following business day for daily net asset value (“NAV”) calculations. Any foreign capital gains tax is accrued daily based upon net unrealized gains, and is payable upon sale of such investments.

C.  Class Allocations and Expenses — Investment income, realized and unrealized gain (loss), and non-class specific expenses of the Fund are allocated daily based upon the proportion of net assets of each class. Class specific expenses, where applicable, are borne by the respective share classes and include Distribution and Service and Transfer Agent fees. Non-class specific expenses directly incurred by a Fund are charged to that Fund, while such expenses incurred by the Trust are allocated across the respective Funds on a straight-line and/or pro-rata basis depending upon the nature of the expenses.

D.  Federal Taxes and Distributions to Shareholders — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to regulated investment companies (mutual funds) and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, the Fund is not required to make any provisions for the payment of federal income tax. Distributions to shareholders are recorded on the ex-dividend date. Income and capital gains distributions, if any, are declared and paid annually.

Net capital losses are carried forward to future fiscal years and may be used to the extent allowed by the Code to offset any future capital gains. Utilization of capital loss carryforwards will reduce the requirement of future capital gains distributions.

Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with federal income tax rules, which may differ from GAAP. The source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income, net realized gain or capital. Certain components of the Fund’s net assets on the Statement of Assets and Liabilities reflect permanent GAAP/tax differences based on the appropriate tax character.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Notes to Financial Statements (continued)

June 30,2014 (Unaudited)

 

2.    SIGNIFICANT ACCOUNTING POLICIES (continued)

 

E.  Foreign Currency Translation — The accounting records and reporting currency of the Fund are maintained in United States (“U.S.”) dollars. Assets and liabilities denominated in foreign currencies are translated into U.S. dollars using the current exchange rates at the close of each business day. The effect of changes in foreign currency exchange rates on investments is included within net realized and unrealized gain (loss) on investments. Changes in the value of other assets and liabilities as a result of fluctuations in foreign exchange rates are included in the Statement of Operations within net change in unrealized gain (loss) on foreign currency transactions. Transactions denominated in foreign currencies are translated into U.S. dollars on the date the transaction occurred, the effects of which are included within net realized gain (loss) on foreign currency transactions.

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS

The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these investments. The three levels of the fair value hierarchy are described below:

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 — Quoted prices in markets that are not active or financial instruments for which significant inputs are observable (including, but not limited to, quoted prices for similar investments, interest rates, foreign exchange rates, volatility and credit spreads), either directly or indirectly;

Level 3 — Prices or valuations that require significant unobservable inputs (including GSAMI’s assumptions in determining fair value measurement).

The Trustees have adopted Valuation Procedures that govern the valuation of the portfolio investments held by the Fund, including investments for which market quotations are not readily available. The Trustees have delegated to GSAMI day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Fund’s portfolio investments. To assess the continuing appropriateness of pricing sources and methodologies, GSAMI regularly performs price verification procedures and issues challenges as necessary to third party pricing vendors or brokers, and any differences are reviewed in accordance with the Valuation Procedures.

A.  Level 1 and Level 2 Fair Value Investments — The valuation techniques and significant inputs used in determining the fair values for investments classified as Level 1 and Level 2 are as follows:

Equity Securities — Equity securities and investment companies traded on a U.S. securities exchange or the NASDAQ system, or those located on certain foreign exchanges, including but not limited to the Americas, are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, equity securities and exchange traded investment companies are valued at the last bid price for long positions and at the last ask price for short positions. Investments in investment companies (other than those that are exchange traded) are valued at the NAV on the valuation date. To the extent these investments are actively traded, they are classified as Level 1 of the fair value hierarchy, otherwise they are generally classified as Level 2.

Unlisted equity securities for which market quotations are available are valued at the last sale price on the valuation date, or if no sale occurs, at the last bid price. Securities traded on certain foreign securities exchanges are valued daily at fair value determined by an independent fair value service (if available) under Valuation Procedures approved by the Trustees and consistent with applicable regulatory guidance. The independent fair value service takes into account multiple factors including, but not limited to, movements in the securities markets, certain depositary receipts, futures contracts and foreign currency exchange rates

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

 

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

that have occurred subsequent to the close of the foreign securities exchange. These investments are generally classified as Level 2 of the fair value hierarchy.

B.  Level 3 Fair Value Investments — To the extent that the aforementioned significant inputs are unobservable, or if quotations are not readily available, or if GSAMI believes that such quotations do not accurately reflect fair value, the fair value of the Fund’s investments may be determined under Valuation Procedures approved by the Trustees. GSAMI, consistent with its procedures and applicable regulatory guidance, may make an adjustment to the most recent valuation prices of either domestic or foreign securities in light of significant events to reflect what it believes to be the fair value of the securities at the time of determining a Fund’s NAV. Significant events which could affect a large number of securities in a particular market may include, but are not limited to: significant fluctuations in U.S. or foreign markets; market dislocations; market disruptions; or unscheduled market closings. Significant events which could also affect a single issuer may include, but are not limited to: corporate actions such as reorganizations, mergers and buy-outs; ratings downgrades; and bankruptcies.

C.  Fair Value Hierarchy — The following is a summary of the Fund’s investments classified in the fair value hierarchy as of December 31, 2013:

 

Investment Type      Level 1        Level 2        Level 3  
Assets               
Common Stock and/or Other Equity Investments(a)               

Asia

     $ 7,811,480         $ 48,383,700         $   

Australia

                 10,366,600             

Europe

                 136,369,797             

 

(a) Amounts are disclosed by continent to highlight the impact of time zone differences between local market close and the calculation of net asset value. Security valuations are based on the principal exchange or system on which they are traded, which may differ from country of domicile. The Fund utilizes fair value model prices provided by an independent fair value service for international equities, resulting in a Level 2 classification.

For further information regarding security characteristics, see the Schedule of Investments.

4.    AGREEMENTS AND AFFILIATED TRANSACTIONS

A.  Management Agreement — Under the Agreement, GSAMI manages the Fund, subject to the general supervision of the Trustees.

As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administration of the Fund’s business affairs, including providing facilities, GSAMI is entitled to a management fee, accrued daily and paid monthly, equal to an annual percentage rate of the Fund’s average daily net assets.

For the six months ended June 30, 2014, contractual and effective net management fees with GSAMI were at the following rates:

 

Contractual Management Fee Rate        
First
$1 billion
    Next
$1 billion
    Next
$3 billion
    Next
$3 billion
    Over
$8 billion
    Effective
Rate
    Effective Net
Management Fee Rate
 
  0.85%        0.77     0.73     0.72     0.71     0.85     0.81 %* 

 

* GSAMI has agreed to waive a portion of its management fee in order to achieve a net management rate, as defined in the Fund’s most recent prospectuses. This waiver will be effective through at least April 30, 2015 and prior to such date GSAMI may not terminate the arrangement without approval of the Trustees. The Effective Net Management Rate above is calculated based on the management rate before and after the waiver had been adjusted, if applicable. For the six months ended June 30, 2014, GSAMI waived $40,683 of its management fee.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Notes to Financial Statements (continued)

June 30,2014 (Unaudited)

 

4.    AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

B.  Distribution and Service Plan — The Trust, on behalf of the Service Shares of the Fund, has adopted a Distribution and Service Plan (the “Plan”). Under the Plan, Goldman Sachs, which serves as distributor (the “Distributor”), is entitled to a fee accrued daily and paid monthly, for distribution services and personal and account maintenance services, which may then be paid by Goldman Sachs to authorized dealers, equal to, on an annual basis, 0.25% of the Fund’s average daily net assets attributable to Service Shares.

C.  Transfer Agency Agreement — Goldman Sachs also serves as the transfer agent of the Fund for a fee pursuant to a Transfer Agency Agreement. The fees charged for such transfer agency services are accrued daily and paid monthly at an annual rate of 0.02% of the average daily net assets of Institutional and Service Shares.

D.  Other Expense Agreements and Affiliated Transactions — GSAMI has agreed to limit certain “Other Expense” of the Fund (excluding transfer agent fees and expenses, taxes, interest, brokerage fees, shareholder meetings, litigation, indemnification, and extraordinary expenses) to the extent such expenses exceed, on an annual basis, a percentage rate of the average daily net assets of the Fund. Such Other Expense reimbursements, if any, are accrued daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAMI for prior fiscal year expense reimbursements, if any. The Other Expense limitation as an annual percentage rate of average daily net assets for the Fund is 0.104%. Prior to April 30, 2014 the Other Expense limitation for the Fund was 0.144%. The Other Expense limitation will remain in place through at least April 30, 2015, and prior to such date GSAMI may not terminate the arrangement without the approval of the Trustees. For the six months ended June 30, 2014, GSAMI reimbursed $10,636 to the Fund. The Fund bears its respective share of costs related to proxy and shareholder meetings, and GSAMI has agreed to reimburse the Fund to the extent such expenses exceed a specified percentage of the Fund’s net assets. In addition, the Fund has entered into certain offset arrangements with the custodian and the transfer agent, which may result in a reduction of the Fund’s expenses and are received irrespective of the application of the “Other Expense” limitation described above. For the six months ended June 30, 2014, custody fee credits were $436.

As of June 30, 2014, the amounts owed to affiliates of the Fund were $137,351, $30,777, and $3,391 for management, distribution and service, and transfer agent fees, respectively.

E.  Line of Credit Facility — As of June 30, 2014, the Fund participated in a $1,080,000,000 committed, unsecured revolving line of credit facility (the “facility”) together with other funds of the Trust and registered investment companies having management agreements with GSAM or its affiliates (“Other Borrowers”). Pursuant to the terms of the facility, the Fund and Other Borrowers could increase the credit amount by an additional $120,000,000, for a total of up to $1,200,000,000. This facility is to be used solely for temporary or emergency purposes, which may include the funding of redemptions. The interest rate on borrowings is based on the federal funds rate. The facility also requires a fee to be paid by the Fund based on the amount of the commitment that has not been utilized. For the six months ended June 30, 2014, the Fund did not have any borrowings under the facility.

F.  Other Transactions with Affiliates — For the six months ended June 30, 2014, Goldman Sachs did not earn brokerage commissions from portfolio transactions on behalf of the Fund.

5.    PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended June 30, 2014, were $95,651,398 and $103,084,563, respectively.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

 

 

6.    TAX INFORMATION

 

As of the Fund’s most recent fiscal year end, December 31, 2013, the Fund’s capital loss carryforwards and certain timing differences, on a tax-basis were as follows:

 

Capital loss carryforwards:(1)   

Expiring 2016

     (34,604,024

Expiring 2017

     (63,558,058
Total capital loss carryforwards    $ (98,162,082
Timing differences (Qualified Late Year Loss Deferral)    $ (11,666

 

(1) Expiration occurs on December 31 of the year indicated.

As of June 30, 2014, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:

 

Tax cost    $ 186,438,776   
Gross unrealized gain      24,441,662   
Gross unrealized loss      (7,948,861
Net unrealized security gain    $ 16,492,801   

The difference between GAAP-basis and tax-basis unrealized gains (losses) is attributable primarily to wash sales.

GSAMI has reviewed the Fund’s tax positions for all open tax years (the current and prior three years, as applicable) and has concluded that no provision for income tax is required in the Fund’s financial statements. Such open tax years remain subject to examination and adjustment by tax authorities.

7.    OTHER RISKS

The Fund’s risks include, but are not limited to, the following:

Foreign Custody Risk — A Fund that invests in foreign securities may hold such securities and foreign currency with foreign banks, agents, and securities depositories appointed by the Fund’s custodian (each a “Foreign Custodian”). In some countries, Foreign Custodians may be subject to little or no regulatory oversight or independent evaluation of their operations. Further, the laws of certain countries may place limitations on a Fund’s ability to recover its assets if a Foreign Custodian enters into bankruptcy. Investments in emerging markets may be subject to greater custody risks than investments in more developed markets. Custody services in emerging market countries are often undeveloped and may be less regulated than in more developed countries, and thus may not afford the same level of investor protection as would apply in developed countries.

Large Shareholder Redemptions Risk — The Fund may experience adverse effects when certain large shareholders, such as other funds, participating insurance companies, accounts and Goldman Sachs affiliates, purchase or redeem large amounts of shares of the Fund. Such large shareholder redemptions may cause the Fund to sell portfolio securities at times when it would not otherwise do so, which may negatively impact the Fund’s NAV and liquidity. Similarly, large Fund share purchases may adversely affect the Fund’s performance to the extent that the Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would. These transactions may also increase transaction costs. In addition, a large redemption could result in the Fund’s current expenses being allocated over a smaller asset base, leading to an increase in the Fund’s expense ratio.

Liquidity Risk — The Fund may make investments that are illiquid or that may become less liquid in response to market developments or adverse investor perceptions. Illiquid investments may be more difficult to value. Liquidity risk may also refer to the risk that a Fund will not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. To meet redemption requests, the Fund may be forced to sell investments at an unfavorable time and/or under unfavorable conditions.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Notes to Financial Statements (continued)

June 30,2014 (Unaudited)

 

7.    OTHER RISKS (continued)

 

Market and Credit Risks — In the normal course of business, the Fund trades financial instruments and enters into financial transactions where risk of potential loss exists due to changes in the market (market risk). Additionally, the Fund may also be exposed to credit risk in the event that an issuer or guarantor fails to perform or that an institution or entity with which the Fund has unsettled or open transactions defaults.

Investing in foreign markets may involve special risks and considerations not typically associated with investing in the U.S. Foreign securities may be subject to risk of loss because of more or less foreign government regulation, less public information and less economic, political and social stability in the countries in which the Fund invests. Loss may also result from the imposition of exchange controls, confiscations and other government restrictions by the United States or other governments, or from problems in registration, settlement or custody. Foreign risk also involves the risk of negative foreign currency rate fluctuations, which may cause the value of securities denominated in such foreign currency (or other instruments through which the Fund has exposure to foreign currencies) to decline in value. Currency exchange rates may fluctuate significantly over short periods of time. To the extent that the Fund also invests in securities of issuers located in emerging markets, these risks may be more pronounced.

8.    INDEMNIFICATIONS

Under the Trust’s organizational documents, its Trustees, officers, employees and agents are indemnified, to the extent permitted by the Act and state law, against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the course of business, the Fund enters into contracts that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, GSAMI believes the risk of loss under these arrangements to be remote.

9.    SUBSEQUENT EVENTS

Subsequent events after the Statement of Assets and Liabilities date have been evaluated through the date the financial statements were issued. GSAMI has concluded that there is no impact requiring adjustment or disclosure in the financial statements.

10.    SUMMARY OF SHARE TRANSACTIONS

 

Share activity is as follows:

 

     For the Six Months Ended
June 30, 2014
(Unaudited)
    For the Fiscal Year Ended
December 31, 2013
 
      Shares     Dollars     Shares     Dollars  
Institutional Shares         
Shares sold      24,684      $ 254,588        36,484      $ 345,686   
Reinvestment of distributions                    101,628        1,024,417   
Shares redeemed      (479,729     (5,000,821     (1,109,096     (10,490,500
       (455,045     (4,746,233     (970,984     (9,120,397
Service Shares         
Shares sold      132,441        1,386,815        355,851        3,348,428   
Reinvestment of distributions                    225,478        2,275,071   
Shares redeemed      (886,353     (9,255,500     (2,227,421     (21,132,222
       (753,912     (7,868,685     (1,646,092     (15,508,723
NET DECREASE      (1,208,957   $ (12,614,918     (2,617,076   $ (24,629,120

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Fund Expenses — Six Month Period Ended June 30, 2014 (Unaudited)    

As a shareholder of Institutional or Service Shares of the Fund, you incur ongoing costs, including management fees, distribution and service (12b-1) fees (with respect to Service Shares) and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Institutional Shares and Service Shares of the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2014 through June 30, 2014.

Actual Expenses — The first line under each share class in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes — The second line under each share class in the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual net expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. As a shareholder of the Fund you do not incur any transaction costs, such as sales charges, redemption fees, or exchange fees, but shareholders of other funds may incur such costs. The second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds whose shareholders may incur transaction costs.

 

Share Class   Beginning
Account Value
01/01/14
    Ending
Account Value
06/30/14
    Expenses Paid
for the
6  Months
Ended
06/30/14
*
 
Institutional        
Actual   $ 1,000      $ 1,029.70      $ 4.98   
Hypothetical 5% return     1,000        1,019.89     4.96   
Service        
Actual     1,000        1,029.70        6.24   
Hypothetical 5% return     1,000        1,018.65     6.21   

 

  * Expenses are calculated using the Fund’s annualized net expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2014. Expenses are calculated by multiplying the annualized net expense ratio by the average account value for the period; then multiplying the result by the number of days in the most recent fiscal half year; and then dividing that result by the number of days in the fiscal year. The annualized net expense ratios for the period were 0.99% and 1.24% for Institutional and Service Shares, respectively.  

 

  + Hypothetical expenses are based on the Fund’s actual annualized net expense ratios and an assumed rate of return of 5% per year before expenses.  

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

 

Background

The Goldman Sachs Strategic International Equity Fund (the “Fund”) is an investment portfolio of Goldman Sachs Variable Insurance Trust (the “Trust”). The Board of Trustees oversees the management of the Trust and reviews the investment performance and expenses of the Fund at regularly scheduled meetings held during the year. In addition, the Board of Trustees determines annually whether to approve the continuance of the Trust’s investment management agreement (the “Management Agreement”) with Goldman Sachs Asset Management International (the “Investment Adviser”) on behalf of the Fund.

The Management Agreement was most recently approved for continuation until June 30, 2015 by the Board of Trustees, including those Trustees who are not parties to the Management Agreement or “interested persons” (as defined in the Investment Company Act of 1940, as amended) of any party thereto (the “Independent Trustees”), at a meeting held on June 11-12, 2014 (the “Annual Meeting”).

The review process undertaken by the Trustees spans the course of the year and culminates with the Annual Meeting. To assist the Trustees in their deliberations, the Trustees have established a Contract Review Committee (the “Committee”), comprised of the Independent Trustees. The Committee held four meetings over the course of the year since the Management Agreement was last approved. At those Committee meetings, regularly scheduled Board or other committee meetings and/or the Annual Meeting, the Board, or the Independent Trustees, as applicable, considered matters relating to the Management Agreement, including:

  (a)   the nature and quality of the advisory, administrative and other services provided to the Fund by the Investment Adviser and its affiliates, including information about:
  (i)   the structure, staff and capabilities of the Investment Adviser and its portfolio management teams;
  (ii)   the groups within the Investment Adviser and its affiliates that support the portfolio management teams or provide other types of necessary services, including fund services groups (e.g., accounting and financial reporting, tax, shareholder services and operations), controls and risk management groups (e.g., legal, compliance, valuation oversight, credit risk management, internal audit, compliance testing, market risk analysis, finance and strategy and central funding), sales and distribution support groups and others (e.g., information technology and training);
  (iii)   trends in headcount;
  (iv)   the Investment Adviser’s financial resources and ability to hire and retain talented personnel and strengthen its operations; and
  (v)   the parent company’s support of the Investment Adviser and its mutual fund business, as expressed by the firm’s senior management;
  (b)   information on the investment performance of the Fund, including comparisons to the performance of a group of similar mutual funds, as provided by a third party mutual fund data provider engaged as part of the contract review process (the “Outside Data Provider”), and its benchmark performance index, and general investment outlooks in the markets in which the Fund invests;
  (c)   the terms of the Management Agreement and agreements with affiliated service providers entered into by the Trust on behalf of the Fund;
  (d)   expense information for the Fund, including:
  (i)   the relative management fee and expense level of the Fund as compared to those of comparable funds managed by other advisers, as provided by the Outside Data Provider; and
  (ii)   the Fund’s expense trends over time;
  (e)   with respect to the extensive investment performance and expense comparison data provided by the Outside Data Provider, its processes in producing that data for the Fund;
  (f)   the undertakings of the Investment Adviser to waive certain fees and to limit certain expenses of the Fund that exceed a specified level, and a summary of contractual fee reductions made by the Investment Adviser and/or its affiliates over the past several years with respect to the Fund;
  (g)   information relating to the profitability of the Management Agreement and the transfer agency and distribution and service arrangements of the Fund and the Trust as a whole to the Investment Adviser and its affiliates;
  (h)   whether the Fund’s existing management fee schedule adequately addressed any economies of scale;
  (i)   a summary of the “fall-out” benefits derived by the Investment Adviser and its affiliates from their relationships with the Fund, including the fees received by the Investment Adviser’s affiliates from the Fund for transfer agency, portfolio trading, distribution and other services;
  (j)   a summary of potential benefits derived by the Fund as a result of its relationship with the Investment Adviser;

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited) (continued)

 

  (k)   information regarding commissions paid by the Fund and broker oversight, an update on the Investment Adviser’s soft dollars practices, other information regarding portfolio trading and how the Investment Adviser carries out its duty to seek best execution;
  (l)   the manner in which portfolio manager compensation is determined; and the number and types of accounts managed by the portfolio managers;
  (m)   the nature and quality of the services provided to the Fund by its unaffiliated service providers, and the Investment Adviser’s general oversight and evaluation (including reports on due diligence) of those service providers as part of the administration services provided under the Management Agreement; and
  (n)   the Investment Adviser’s processes and policies addressing various types of potential conflicts of interest; its approach to risk management; the annual review of the effectiveness of the Fund’s compliance program; and periodic compliance reports.

The Trustees also received an overview of the Fund’s distribution arrangements. They received information regarding the Fund’s assets, share purchase and redemption activity and the payment of Rule 12b-1 distribution and service fees by the Fund’s Service Shares. Information was also provided to the Trustees relating to revenue sharing payments made by and services provided by the Investment Adviser and its affiliates to intermediaries that promote the sale, distribution and/or servicing of Fund shares.

The presentations made at the Board and Committee meetings and at the Annual Meeting encompassed the Fund and other mutual fund portfolios for which the Board of Trustees has responsibility. In evaluating the Management Agreement at the Annual Meeting, the Trustees relied upon their knowledge, resulting from their meetings and other interactions throughout the year, of the Investment Adviser, its affiliates, their services and the Fund. In conjunction with these meetings, the Trustees received written materials and oral presentations on the topics covered, and were advised by their independent legal counsel regarding their responsibilities and other regulatory requirements related to the approval and continuation of mutual fund investment management agreements under applicable law. In addition, the Investment Adviser and its affiliates provided the Independent Trustees with a written response to a formal request for information sent on behalf of the Independent Trustees by their independent legal counsel. During the course of their deliberations, the Independent Trustees met in executive sessions with their independent legal counsel, without representatives of the Investment Adviser or its affiliates present. The Independent Trustees also discussed the broad range of other investment choices that are available to Fund investors, including the availability of comparable funds managed by other advisers.

Nature, Extent and Quality of the Services Provided Under the Management Agreement

As part of their review, the Trustees considered the nature, extent and quality of the services provided by the Investment Adviser. In this regard, the Trustees considered both the investment advisory services and non-advisory services that are provided to the Fund by the Investment Adviser and its affiliates. The Trustees noted the transition in the leadership and changes in personnel of various of the Investment Adviser’s portfolio management teams that had occurred in recent periods, and the ongoing recruitment efforts aimed at bringing high quality investment talent to the Investment Adviser. They also noted the Investment Adviser’s commitment to maintaining high quality systems. The Trustees concluded that the Investment Adviser continued to commit substantial financial and operational resources to the Fund and expressed confidence that the Investment Adviser would continue to do so in the future. The Trustees also recognized that the Investment Adviser had made significant commitments to address regulatory compliance requirements applicable to the Fund and the Investment Adviser.

Investment Performance

The Trustees also considered the investment performance of the Fund. In this regard, they compared the investment performance of the Fund to its peers using rankings and ratings compiled by the Outside Data Provider as of December 31, 2013, and updated performance information prepared by the Investment Adviser using the peer group identified by the Outside Data Provider as of March 31, 2014. The information on the Fund’s investment performance was provided for the one-, three-, five- and ten-year periods ending on the applicable dates. The Trustees also reviewed the Fund’s investment performance over time (including on a year-by-year basis) relative to its performance benchmark. As part of this review, they considered the investment performance trends of the Fund over time, and reviewed the investment performance of the Fund in light of its investment objective and policies and market conditions.

In addition, the Trustees considered materials prepared and presentations made by the Investment Adviser’s senior management and portfolio management personnel, in which Fund performance was assessed. The Trustees also considered the Investment Adviser’s periodic reports with respect to the Fund’s risk profile, and how the Investment Adviser’s approach to risk monitoring and management influences portfolio management.

 

23


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited) (continued)

 

The Trustees observed that the Fund’s Service Shares had placed in the first quartile of the Fund’s peer group for the one- and three-year periods and in the third quartile for the five-year period, and had outperformed the Fund’s benchmark index for the one- and three-year periods and underperformed for the five-year period ended March 31, 2014. They noted recent changes to the Fund’s portfolio management team, including the hiring of a new Chief Investment Officer.

Costs of Services Provided and Competitive Information

The Trustees considered the contractual terms of the Management Agreement and the fee rates payable by the Fund thereunder. In this regard, the Trustees considered information on the services rendered by the Investment Adviser to the Fund, which included both advisory and administrative services that were directed to the needs and operations of the Fund as a registered mutual fund.

In particular, the Trustees reviewed analyses prepared by the Outside Data Provider regarding the expense rankings of the Fund. The analyses provided a comparison of the Fund’s management fees and breakpoints to those of a relevant peer group and category universe; an expense analysis which compared the Fund’s overall net and gross expenses to a peer group and a category universe; and a five-year history comparing the Fund’s net expenses to the peer and category medians. The analyses also compared the Fund’s transfer agency, custody, and distribution fees, other expenses and fee waivers/reimbursements to those of the peer group and category medians. The Trustees concluded that the comparisons provided by the Outside Data Provider were useful in evaluating the reasonableness of the management fees and total expenses paid by the Fund.

In addition, the Trustees considered the Investment Adviser’s undertakings to waive a portion of its management fee and to limit certain expenses of the Fund that exceed a specified level. The Trustees also noted that certain changes were being made to existing fee waiver or expense limitation arrangements of the Fund that would have the effect of lowering total Fund expenses, with such changes taking effect in connection with the Fund’s next annual registration statement update. They also noted that the Investment Adviser did not manage institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, and therefore this type of fee comparison was not possible.

In addition, the Trustees noted that shareholders are able to redeem their Fund shares at any time if shareholders believe that the Fund fees and expenses are too high or if they are dissatisfied with the performance of the Fund.

Profitability

The Trustees reviewed the Investment Adviser’s revenues and pre-tax profit margins with respect to the Trust and the Fund. In this regard the Trustees noted that they had received, among other things, profitability analyses and summaries, revenue and expense schedules by Fund and by function (i.e., investment management, transfer agency and distribution and service) and information on the Investment Adviser’s expense allocation methodology. They observed that the profitability and expense figures are substantially similar to those used by the Investment Adviser for many internal purposes, including compensation decisions among various business groups, and are thus subject to a vigorous internal debate about how certain revenue and expenses should be allocated. The Trustees also noted that the internal audit group within the Goldman Sachs organization had audited the expense allocation methodology and was satisfied with the reasonableness, consistency, and accuracy of the Investment Adviser’s expense allocation methodology and profitability analysis calculations. Profitability data for the Trust and the Fund were provided for 2013 and 2012, and the Trustees considered this information in relation to the Investment Adviser’s overall profitability. The Trustees considered the Investment Adviser’s revenues and pre-tax profit margins both in absolute terms and in comparison to information on the reported pre-tax profit margins earned by certain other asset management firms.

Economies of Scale

The Trustees considered the information that had been provided regarding the Investment Adviser’s profitability. The Trustees also considered the breakpoints in the fee rate payable under the Management Agreement for the Fund at the following annual percentage rates of the average daily net assets of the Fund:

 

First $1 billion     0.85
Next $1 billion     0.77   
Next $3 billion     0.73   
Next $3 billion     0.72   
Over $8 billion     0.71   

 

24


GOLDMAN SACHS VARIABLE INSURANCE TRUST STRATEGIC INTERNATIONAL EQUITY FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited) (continued)

 

The Trustees noted that the breakpoints were meant to share potential economies of scale, if any, with the Fund and its shareholders as assets under management reach those asset levels. The Trustees considered the amounts of assets in the Fund; the Fund’s recent share purchase and redemption activity; the information provided by the Investment Adviser relating to the costs of the services provided by the Investment Adviser and its affiliates and their realized profits; information comparing fee rates charged by the Investment Adviser with fee rates charged to other funds in the peer group; and the Investment Adviser’s undertakings to waive a portion of its management fee and to limit certain expenses of the Fund that exceed a specified level. Upon reviewing these matters at the Annual Meeting, the Trustees concluded that the fee breakpoints represented a means of assuring that benefits of scalability, if any, would be passed along to shareholders at the specified asset levels.

Other Benefits to the Investment Adviser and Its Affiliates

The Trustees also considered the other benefits derived by the Investment Adviser and its affiliates from their relationships with the Fund as stated above, including: (a) transfer agency fees received by Goldman, Sachs & Co. (“Goldman Sachs”); (b) brokerage and futures commissions earned by Goldman Sachs for executing securities and futures transactions on behalf of the Fund; (c) research received by the Investment Adviser from broker-dealers in exchange for executing certain transactions on behalf of the Fund; (d) trading efficiencies resulting from aggregation of orders of the Fund with those for other funds or accounts managed by the Investment Adviser; (e) the Investment Adviser’s ability to leverage the infrastructure designed to service the Fund on behalf of its other clients; (f) the Investment Adviser’s ability to cross-market other products and services to Fund shareholders; (g) Goldman Sachs’ retention of certain fees as Fund Distributor; (h) the Investment Adviser’s ability to negotiate better pricing with custodians on behalf of its other clients, as a result of the relationship with the Fund; and (i) the possibility that the working relationship between the Investment Adviser and the Fund’s third party service providers may cause those service providers to be more likely to do business with other areas of Goldman Sachs. In the course of considering the foregoing, the Independent Trustees requested and received further information quantifying certain of these fall-out benefits.

Other Benefits to the Fund and Its Shareholders

The Trustees also noted that the Fund receives certain potential benefits as a result of its relationship with the Investment Adviser, including: (a) trading efficiencies resulting from aggregation of orders of the Fund with those of other funds or accounts managed by the Investment Adviser; (b) enhanced servicing from vendors because of the volume of business generated by the Investment Adviser and its affiliates; (c) enhanced servicing from broker-dealers because of the volume of business generated by the Investment Adviser and its affiliates; (d) the Investment Adviser’s ability to negotiate favorable terms with derivatives counterparties on behalf of the Fund as a result of the size and reputation of the Goldman Sachs organization; (e) the Investment Adviser’s knowledge and experience gained from managing other accounts and products; (f) the Investment Adviser’s ability to hire and retain qualified personnel to provide services to the Fund because of the reputation of the Goldman Sachs organization; (g) the Fund’s access, through the Investment Adviser, to certain firmwide resources (e.g., proprietary risk management systems and databases), subject to certain restrictions; and (h) the Fund’s access to certain affiliated distribution channels. In addition, the Trustees noted the competitive nature of the mutual fund marketplace, and considered that many of the Fund’s shareholders invested in the Fund in part because of the Fund’s relationship with the Investment Adviser and that those shareholders have a general expectation that the relationship will continue.

Conclusion

In connection with their consideration of the Management Agreement, the Trustees gave weight to each of the factors described above, but did not identify any particular factor as controlling their decision. After deliberation and consideration of all of the information provided, including the factors described above, the Trustees concluded, in the exercise of their business judgment, that the management fees paid by the Fund were reasonable in light of the services provided to it by the Investment Adviser, the Investment Adviser’s costs and the Fund’s current and reasonably foreseeable asset levels. The Trustees unanimously concluded that the Investment Adviser’s continued management likely would benefit the Fund and its shareholders and that the Management Agreement should be approved and continued with respect to the Fund until June 30, 2015.

 

25


TRUSTEES   OFFICERS
Ashok N. Bakhru, Chairman   James A. McNamara, President
John P. Coblentz, Jr.   Scott M. McHugh, Principal Financial Officer
Diana M. Daniels       and Treasurer
Joseph P. LoRusso   Caroline L. Kraus, Secretary
Herbert J. Markley  
James A. McNamara  
Jessica Palmer  
Alan A. Shuch  
Richard P. Strubel  
Roy W. Templin  

GOLDMAN, SACHS & CO.

Distributor and Transfer Agent

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Investment Adviser

200 West Street, New York, New York 10282

GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL

Investment Adviser

Christchurch Court, 10-15 Newgate Street London, EC1A 7HD, England, United Kingdom

Visit our web site at www.GSAMFUNDS.com to obtain the most recent month-end returns.

The reports concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, such as performance of the economy as a whole and of specific industry sectors, changes in the levels of interest rates, the impact of developing world events, and other factors that may influence the future performance of the Fund. Management believes these forward-looking statements to be reasonable, although they are inherently uncertain and difficult to predict. Actual events may cause adjustments in portfolio management strategies from those currently expected to be employed.

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-621-2550; and (ii) on the Securities and Exchange Commission (“SEC”) web site at http://www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the SEC’s web site at http://www.sec.gov within 60 days after the Fund’s first and third fiscal quarters. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. and information on the operation of the Public Reference Room may also be obtained by calling 1-800-SEC-0330. Forms N-Q may be obtained upon request and without charge by calling 1-800-621-2550.

The website links provided are for your convenience only and are not an endorsement or recommendation by GSAM of any of these websites or the products or services offered. GSAM is not responsible for the accuracy and validity of the content of these websites.

Economic and market forecasts presented herein reflect our judgment as of the date of this presentation and are subject to change without notice. These forecasts do not take into account the specific investment objectives, restrictions, tax and financial situation or other needs of any specific client. Actual data will vary and may not be reflected here. These forecasts are subject to high levels of uncertainty that may affect actual performance. Accordingly, these forecasts should be viewed as merely representative of a broad range of possible outcomes. These forecasts are estimated, based on assumptions, and are subject to significant revision and may change materially as economic and market conditions change. Goldman Sachs has no obligation to provide updates or changes to these forecasts. Case studies and examples are for illustrative purposes only.

Fund holdings and allocations shown are as of June 30, 2014 and may not be representative of future investments. Fund holdings should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. Current and future holdings are subject to risk.

References to indices, benchmarks or other measures of relative market performance over a specified period of time are provided for your information only and do not imply that the portfolio will achieve similar results. The index composition may not reflect the manner in which a portfolio is constructed. While an adviser seeks to design a portfolio which reflects appropriate risk and return features, portfolio characteristics may deviate from those of the benchmark.

The Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of Morgan Stanley Capital International Inc. (“MSCI”) and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”) and is licensed for use by Goldman Sachs. Neither MSCI, S&P nor any other party involved in making or compiling the GICS or any GICS classifications makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any of such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of their affiliates or any third party involved in making or compiling the GICS or any GICS classifications have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

The portfolio risk management process includes an effort to monitor and manage risk, but does not imply low risk.

Shares of the Goldman Sachs VIT Funds are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you may realize with respect to your investments. Ask your representative for more complete information. Please consider a fund’s objectives, risks and charges and expenses, and read the prospectus carefully before investing. The prospectus contains this and other information about the Fund.

This material is not authorized for distribution to prospective investors unless preceded or accompanied by a current Prospectus or summary prospectus, if applicable. Investors should consider a Fund’s objective, risks, and charges and expenses, and read the summary prospectus, if available, and/or the Prospectus carefully before investing or sending money. The summary prospectus, if available, and the Prospectus contain this and other information about a Fund and may be obtained from your Authorized Institution or from Goldman, Sachs & Co. by calling 1-800-621-2550.

This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman Sachs Variable Insurance Trust: Goldman Sachs Strategic International Equity Fund.

© 2014 Goldman Sachs. All rights reserved.

VITINTLSAR-14/121749.MF.MED.TMPL/8/2014


Goldman

Sachs Variable Insurance Trust

Goldman Sachs

U.S. Equity Insights Fund*

 

* Effective April 30, 2014, the Goldman Sachs Structured U.S. Equity Fund was renamed the Goldman Sachs U.S. Equity Insights Fund

 

Semi-Annual Report

June 30, 2014

 

LOGO


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

Principal Investment Strategies and Risks

 

This is not a complete list of risks that may affect the Fund. For additional information concerning the risks applicable to the Fund, please see the Fund’s Prospectuses.

Shares of the Goldman Sachs Variable Insurance Trust — Goldman Sachs U.S. Equity Insights Fund are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you realize with respect to your investments. Ask your representative for more complete information. Please consider the Fund’s objective, risks and charges and expenses, and read the Prospectus carefully before investing. The Prospectus contains this and other information about the Fund.

The Goldman Sachs U.S. Equity Insights Fund invests primarily in a diversified portfolio of equity investments in U.S. issuers, including foreign issuers traded in the United States. The Fund’s equity investments will be subject to market risk, which means that the value of the securities in which it invests may go up or down in response to the prospects of individual companies, particular sectors and/or general economic conditions. The Investment Adviser’s use of quantitative models to execute the Fund’s investment strategy may fail to produce the intended result. Different investment styles (e.g., “quantitative”) tend to shift in and out of favor, and at times the Fund may underperform other funds that invest in similar asset classes. The Fund may have a high rate of portfolio turnover, which involves correspondingly greater expenses which must be borne by the Fund, and is also likely to result in short-term capital gains taxable to shareholders.

 

1


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

INVESTMENT OBJECTIVE

The Fund seeks long-term growth of capital and dividend income.

 

 

Portfolio Management Discussion and Analysis

Effective April 30, 2014, Goldman Sachs Variable Insurance Trust — Goldman Sachs Structured U.S. Equity Fund was re-named Goldman Sachs Variable Insurance Trust — Goldman Sachs U.S. Equity Insights Fund (the “Fund”). Below, the Goldman Sachs Quantitative Investment Strategies Team discusses the Fund’s performance and positioning for the six-month period ended June 30, 2014 (the “Reporting Period”).

How did the Fund perform during the Reporting Period?

During the Reporting Period, the Fund’s Institutional and Service Shares generated cumulative total returns of 8.23% and 8.16%, respectively. These returns compare to the 7.14% cumulative total return of the Fund’s benchmark, the Standard & Poor’s 500® Index (with dividends reinvested) (the “S&P 500® Index”) during the same time period.

What economic and market factors most influenced the equity markets as a whole during the Reporting Period?

Representing the U.S. equity market, the S&P 500® Index gained 7.14% during the Reporting Period, enjoying a sixth consecutive quarterly gain, a stretch not seen since 1998. After a weak January 2014, U.S. equities rallied through the remainder of the Reporting Period, with the S&P 500® Index continuing to make new highs through the end of June 2014 amidst low volatility.

Economic data was slightly disappointing early in the Reporting Period. The housing market maintained its recovery, but the labor market remained weaker than expected. Additionally, fourth quarter 2013 Gross Domestic Product (“GDP”) was revised down to an annualized rate of 2.4% from 3.2%. The Federal Reserve (the “Fed”) reduced its asset purchases each month beginning in January 2014 and suggested a more hawkish stance in March 2014, dropping the threshold of 6.5% unemployment as a condition for raising interest rates. Fed Chair Yellen implied that interest rates could start to increase six months after the asset purchase program ends. Many U.S. corporate earnings announcements reflected top-line growth, though overall management guidance for 2014 was less optimistic than consensus.

During the second quarter of 2014, first quarter 2014 GDP was revised down to a contraction of 2.9%, largely due to disruption from severe winter weather. However, other economic data suggested the economy is improving. U.S. non-farm payrolls added 217,000 jobs in May 2014, and the national manufacturing Purchasing Managers Index (“PMI”), which rose to 56.4 in May 2014 from 55.4 in April 2014, showed the strongest reading in the past three months.

For the Reporting Period overall, all ten sectors within the S&P 500® Index were up, with the utilities, energy and health care sectors posting the largest gains in absolute terms. The top-weighted information technology sector was the largest positive contributor (weight times performance) to S&P 500® Index returns. The energy sector particularly benefited as oil prices climbed higher. Information technology and health care stocks benefited significantly from a robust merger and acquisition market. Conversely, consumer discretionary, industrials, telecommunication services and financials were the weakest sectors, though, as indicated, each still generated positive returns.

All segments of the U.S. equity market advanced during the Reporting Period, with mid-cap stocks, as measured by the Russell Midcap® Index, gaining most, followed by large-cap stocks and then at some distance by small-cap stocks, as measured by the Russell 1000® Index and the Russell 2000® Index, respectively. Large-cap stocks were most successful relative to small-caps in the information technology sector. From a style perspective, value-oriented stocks significantly outpaced growth-oriented stocks across the capitalization spectrum. (All as measured by the Russell Investments indices.)

What key factors were responsible for the Fund’s performance during the Reporting Period?

The Fund outperformed the S&P 500® Index during the Reporting Period. Our stock selection and quantitative model’s investment themes added to relative performance overall.

 

2


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

What impact did the Fund’s investment themes have on performance during the Reporting Period?

As expected, and in keeping with our investment approach, our quantitative model and its various investment themes — Valuation, Profitability, Quality, Management, Momentum and Sentiment — had the greatest impact on relative performance. We use these themes to take a long-term view of market patterns and look for inefficiencies, selecting stocks for the Fund and overweighting or underweighting the ones chosen by the model. Over time and by design, the performance of any one of the model’s investment themes tends to have a low correlation with the model’s other themes, demonstrating the diversification benefit of the Fund’s theme-driven quantitative model. The variance in performance supports our research indicating that the diversification provided by the Fund’s different investment themes is a significant investment advantage over the long term, even though the Fund may experience underperformance in the short term. Of course, diversification does not protect an investor from market risk nor does it ensure a profit.

During the Reporting Period, two of our six investment themes contributed positively to the Fund’s relative performance. The Valuation theme contributed most positively to the Fund’s relative performance during the Reporting Period, followed at some distance by Quality. The Valuation theme attempts to capture potential mispricings of securities, typically by comparing a measure of the company’s intrinsic value to its market value. The Quality theme assesses both firm and financial quality.

The Fund’s Profitability, Sentiment and Management themes detracted. The Profitability theme assesses whether a company is earning more than its cost of capital. The Sentiment theme reflects selected investment views and decisions of individuals and financial intermediaries. The Management theme assesses the characteristics, policies and strategic decisions of company managements.

The Momentum theme had a rather neutral impact on the Fund’s relative performance during the Reporting Period. The Momentum theme seeks to predict drifts in stock prices caused by delayed investor reaction to company-specific information and information about related companies.

How did the Fund’s sector and industry allocations affect relative performance?

In constructing the Fund’s portfolio, we focus on picking stocks rather than making industry or sector bets. Consequently, the Fund is similar to its benchmark, the S&P 500® Index, in terms of its industry and sector allocation and style. We manage the Fund’s industry and sector exposure by including industry factors in our risk model and by explicitly penalizing industry and sector deviations from the benchmark index in optimization. Sector weights or changes in sector weights generally do not have a meaningful impact on relative performance.

Did stock selection help or hurt Fund performance during the Reporting Period?

We seek to outpace the S&P 500® Index by overweighting stocks that we expect to outperform and underweighting those that we think may lag. We also build positions based on our thematic views. For example, the Fund aims to hold a basket of stocks with more favorable Momentum characteristics than the benchmark index. During the Reporting Period, stock selection overall contributed positively to the Fund’s relative performance.

Effective stock selection in the information technology, industrials and consumer staples sectors made the biggest positive contribution to the Fund’s results relative to its benchmark index. Partially offsetting these contributors was stock selection in the health care, telecommunications services and consumer discretionary sectors, which detracted most from the Fund’s results relative to the S&P 500® Index.

Which individual stock positions contributed the most to the Fund’s relative returns during the Reporting Period?

The Fund benefited most from overweight positions in semiconductor device manufacturer Micron Technology and in airlines Southwest Airlines and Delta Air Lines. The Fund was overweight Micron Technology given our positive views on Momentum and Sentiment. We chose to overweight Southwest Airlines due to our positive views on Sentiment and Quality. The overweight in Delta Air Lines was the result of our positive views on Sentiment and Valuation.

Which individual positions detracted from the Fund’s results during the Reporting Period?

Detracting most from the Fund’s results relative to its benchmark index were overweight positions in real estate services provider Realogy Holdings, specialty electronic game and entertainment software retailer GameStop and office supply retailer Staples. The Fund had an overweight position in Realogy Holdings due to our positive views on Valuation and Momentum. The Fund was overweight GameStop and Staples because of our positive views on Quality and Valuation.

 

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GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

How did the Fund use derivatives during the Reporting Period?

During the Reporting Period, we did not use derivatives as part of an active management strategy to add value to the Fund’s results. However, we used equity index futures contracts, on an opportunistic basis, to equitize the Fund’s excess cash holdings. In other words, we put the Fund’s excess cash holdings to work by using them as collateral for the purchase of stock futures.

Did you make any enhancements to your quantitative models during the Reporting Period?

We continuously look for ways to improve our investment process. In the first quarter of 2014, we made refinements to our transaction cost model, an important component of our portfolio construction process for all regions.

In the second quarter of 2014, we enhanced our Sentiment theme in the U.S., Europe and emerging markets, and global linkages theme in the U.S. and Europe, utilizing natural language processing to analyze thousands of earnings call transcripts and sell-side analyst reports. We read through the entirety of each company’s latest earnings call transcript, identifying key words and phrases that capture the underlying tone of the management team. This provides a better insight into management’s perception of their company. We also enhanced our ability to identify groups of related companies within our global linkages theme. We read through hundreds of research analyst reports daily to identify groups of companies related to common trending topics in the market.

What was the Fund’s sector positioning relative to its benchmark index at the end of the Reporting Period?

As of June 30, 2014, the Fund was overweight the information technology, health care, consumer discretionary and energy sectors relative to the S&P 500® Index. The Fund was underweight financials, materials, consumer staples, utilities and telecommunication services and was rather neutrally weighted in industrials compared to the benchmark index on the same date.

What is your strategy going forward for the Fund?

Looking ahead, we continue to believe that less expensive stocks should outpace more expensive stocks, and stocks with good momentum are likely to outperform those with poor momentum. We intend to maintain our focus on seeking companies about which fundamental research analysts are becoming more positive as well as profitable companies with sustainable earnings and a track record of using their capital to enhance shareholder value. As such, we anticipate remaining fully invested with long-term performance likely to be the result of stock selection rather than sector or capitalization allocations.

We stand behind our investment philosophy that sound economic investment principles, coupled with a disciplined quantitative approach, can provide strong, uncorrelated returns over the long term. Our research agenda is robust, and we continue to enhance our existing models, add new proprietary forecasting signals and improve our trading execution as we seek to provide the most value to our shareholders.

 

4


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

Index Definitions

The Russell Midcap® Index measures the performance of the mid-cap segment of the U.S. equity universe. The Russell Midcap Index is a subset of the Russell 1000® Index. The Russell Midcap® Index includes approximately 800 of the smallest securities based on a combination of their market cap and current index membership. The Russell Midcap® Index represents approximately 31% of the total market capitalization of the Russell 1000® Index companies. The Russell Midcap® Index is constructed to provide a comprehensive and unbiased barometer for the mid-cap segment. The Russell Midcap® Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true mid-cap opportunity set.

The Russell 1000® Index measures the performance of the large-cap segment of the U.S. equity universe. The Russell 1000® Index is a subset of the Russell 3000® Index and includes approximately 1000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000® Index represents approximately 92% of the U.S. market. The Russell 1000® Index is constructed to provide a comprehensive and unbiased barometer for the large-cap segment and is completely reconstituted annually to ensure new and growing equities are reflected.

The Russell 2000® Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000® Index is a subset of the Russell 3000® Index representing approximately 10% of the total market capitalization of that index. The Russell 2000® Index includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2000® Index is constructed to provide a comprehensive and unbiased small-cap barometer and is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set.

All index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.

 

5


FUND BASICS

 

U.S. Equity Insights Fund

as of June 30, 2014

 

STANDARDIZED TOTAL RETURNS1

 

For the period ended 6/30/14    One Year      Five Years      Ten Years      Since Inception      Inception Date
Institutional      28.70      19.20      6.93      5.44    02/13/98
Service      28.45         18.96         N/A         5.85       01/09/06

 

1  The Standardized Total Returns are average annual total returns as of the most recent calendar quarter-end. They assume reinvestment of all distributions at net asset value. Because Institutional and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns.

Total return figures in the above chart represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the total return figures in the above chart. Please visit www.GSAMFUNDS.com to obtain the most recent month-end returns. Performance reflects fee waivers and/or expense limitations in effect during the periods shown. In their absence, performance would be reduced.

EXPENSE RATIOS2

 

        Net Expense Ratio (Current)      Gross Expense Ratio (Before Waivers)  
Institutional        0.65      0.72
Service        0.86         0.97   

 

2  The expense ratios of the Fund, both current (net of applicable fee waivers and/or expense limitations) and before waivers (gross of applicable fee waivers and/or expense limitations) are as set forth above according to the most recent publicly available Prospectuses for the Fund and may differ from the expense ratios disclosed in the Financial Highlights in this report. The Fund’s waivers and/or expense limitations will remain in place through at least April 30, 2015, and prior to such date the Investment Adviser may not terminate the arrangements without the approval of the Fund’s Board of Trustees. If these arrangements are discontinued in the future, the expense ratios may change without shareholder approval.

TOP TEN HOLDINGS AS OF 6/30/143

 

Holding      % of Net Assets      Line of Business
Apple, Inc.        3.7%       Technology Hardware & Equipment
Johnson & Johnson        2.7      Pharmaceuticals, Biotechnology & Life Sciences
General Electric Co.        2.5      Capital Goods
Microsoft Corp.        2.4      Software & Services
Wells Fargo & Co.        2.1      Banks
Pfizer, Inc.        2.1      Pharmaceuticals, Biotechnology & Life Sciences
Merck & Co., Inc.        2.0      Pharmaceuticals, Biotechnology & Life Sciences
Comcast Corp. Class A        1.8      Media
Oracle Corp.        1.8      Software & Services
Gilead Sciences, Inc.        1.8      Pharmaceuticals, Biotechnology & Life Sciences

 

3 The top 10 holdings may not be representative of the Fund’s future investments.

 

6


FUND BASICS

 

FUND vs. BENCHMARK SECTOR ALLOCATIONS4

As of June 30, 2014

 

 

 

LOGO

 

 

4  The Fund is actively managed and, as such, its composition may differ over time. Consequently, the Fund’s overall sector allocations may differ from percentages contained in the graph above. The graph categorizes investments using Global Industry Classification Standard (“GICS”), however, the sector classifications used by the portfolio management team may differ from GICS. Underlying sector allocations of exchange traded funds held by the Fund, if any, are not reflected in the graph above. The percentage shown for each investment category reflects the value of investments in that category as a percentage of total market value (excluding investments in the securities lending reinvestment vehicle, if any). Investments in the securities lending reinvestment vehicle represented 0.2% of the Fund’s net assets at June 30, 2014. The graph depicts the Fund’s investments but may not represent the Fund’s market exposure due to the exclusion of certain derivatives, if any, as listed in the Additional Investment Information section of the Schedule of Investments.

 

7


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

Schedule of Investments

June 30, 2014 (Unaudited)

Shares      Description    Value  
  Common Stocks – 97.8%   

 

Automobiles & Components – 0.1%

  

  6,912       Johnson Controls, Inc.    $ 345,116   

 

 

 

 

Banks – 6.2%

  

  50,738       BB&T Corp.      2,000,599   
  91,813       Comerica, Inc.      4,605,340   
  1,718       Cullen/Frost Bankers, Inc.      136,444   
  19,265       JPMorgan Chase & Co.      1,110,049   
  194,588       KeyCorp      2,788,446   
  165,318       Regions Financial Corp.      1,755,677   
  15,682       SVB Financial Group*      1,828,835   
  42,875       The PNC Financial Services Group, Inc.      3,818,019   
  176,715       Wells Fargo & Co.      9,288,140   
     

 

 

 
        27,331,549   

 

 

 

 

Capital Goods – 8.8%

  

  46,509       3M Co.      6,661,949   
  17,454       Caterpillar, Inc.      1,896,726   
  58,781       Danaher Corp.      4,627,828   
  62,027       Emerson Electric Co.      4,116,112   
  422,785       General Electric Co.      11,110,790   
  59,617       Illinois Tool Works, Inc.      5,220,065   
  2,520       L-3 Communications Holdings, Inc.      304,290   
  52,977       Raytheon Co.      4,887,128   
  1,641       The Boeing Co.      208,784   
     

 

 

 
        39,033,672   

 

 

 

 

Consumer Durables & Apparel – 1.3%

  

  15,283       Garmin Ltd.(a)      930,735   
  26,970       PulteGroup, Inc.      543,715   
  30,941       Whirlpool Corp.      4,307,606   
     

 

 

 
        5,782,056   

 

 

 

 

Consumer Services – 2.4%

  

  48,418       Carnival Corp.      1,822,938   
  68,893       McDonald’s Corp.      6,940,281   
  4,566       Royal Caribbean Cruises Ltd.      253,869   
  19,792       Yum! Brands, Inc.      1,607,110   
     

 

 

 
        10,624,198   

 

 

 

 

Diversified Financials – 2.3%

  

  28,114       Ameriprise Financial, Inc.      3,373,680   
  11,222       Berkshire Hathaway, Inc. Class B*      1,420,256   
  17,181       Capital One Financial Corp.      1,419,151   
  9,163       E*TRADE Financial Corp.*      194,806   
  90,773       Morgan Stanley      2,934,691   
  19,433       Voya Financial, Inc.      706,195   
     

 

 

 
        10,048,779   

 

 

 

 

Energy – 11.3%

  

  54,979       Apache Corp.      5,531,987   
  37,506       Baker Hughes, Inc.      2,792,322   
  27,568       Chesapeake Energy Corp.      856,813   
  14,366       Chevron Corp.      1,875,481   
  83,768       ConocoPhillips      7,181,431   
  32,495       Devon Energy Corp.      2,580,103   

 

 

 
  Common Stocks – (continued)   

 

Energy – (continued)

  

  23,385       EOG Resources, Inc.    $ 2,732,771   
  68,994       Exxon Mobil Corp.      6,946,316   
  62,905       Halliburton Co.      4,466,884   
  115,221       Marathon Oil Corp.      4,599,622   
  26,276       Nabors Industries Ltd.      771,726   
  46,855       Occidental Petroleum Corp.      4,808,729   
  90,139       Valero Energy Corp.      4,515,964   
     

 

 

 
        49,660,149   

 

 

 

 

Food & Staples Retailing – 1.5%

  

  88,427       CVS Caremark Corp.      6,664,743   

 

 

 

 

Food, Beverage & Tobacco – 4.7%

  

  155,890       Altria Group, Inc.      6,538,027   
  107,839       Archer-Daniels-Midland Co.      4,756,778   
  85,837       Mondelez International, Inc. Class A      3,228,330   
  36,043       Philip Morris International, Inc.      3,038,785   
  5,779       Pinnacle Foods, Inc.      190,129   
  82,443       Tyson Foods, Inc. Class A      3,094,910   
     

 

 

 
        20,846,959   

 

 

 

 

Health Care Equipment & Services – 2.8%

  

  94,639       Boston Scientific Corp.*      1,208,540   
  15,369       Humana, Inc.      1,962,929   
  95,075       Medtronic, Inc.      6,061,982   
  30,904       WellPoint, Inc.      3,325,579   
     

 

 

 
        12,559,030   

 

 

 

 

Household & Personal Products – 0.9%

  

  7,225       Herbalife Ltd.      466,301   
  43,852       The Procter & Gamble Co.      3,446,329   
     

 

 

 
        3,912,630   

 

 

 

 

Insurance – 3.2%

  

  18,336       Allied World Assurance Co. Holdings AG      697,135   
  22,230       Aspen Insurance Holdings Ltd.      1,009,687   
  10,504       Assurant, Inc.      688,537   
  21,614       MetLife, Inc.      1,200,874   
  55,735       Reinsurance Group of America, Inc.      4,397,491   
  12,715       The Chubb Corp.      1,171,942   
  55,262       The Travelers Companies, Inc.      5,198,496   
     

 

 

 
        14,364,162   

 

 

 

 

Materials – 1.3%

  

  105,922       The Dow Chemical Co.      5,450,746   
  6,869       United States Steel Corp.(a)      178,869   
     

 

 

 
        5,629,615   

 

 

 

 

Media – 5.5%

  

  150,624       Comcast Corp. Class A      8,063,100   
  60,679       DIRECTV*      5,158,322   
  12,850       The Walt Disney Co.      1,101,759   
  8,600       Time Warner Cable, Inc.      1,266,780   
  51,637       Time Warner, Inc.      3,627,499   
  58,037       Viacom, Inc. Class B      5,033,549   
     

 

 

 
        24,251,009   

 

 

 

 

8   The accompanying notes are an integral part of these financial statements.


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

 

 

Shares      Description    Value  
  Common Stocks – (continued)   

 

Pharmaceuticals, Biotechnology & Life Sciences – 13.6%

  

  9,504       Alexion Pharmaceuticals, Inc.*    $ 1,485,000   
  47,850       Amgen, Inc.      5,664,005   
  19,941       Biogen Idec, Inc.*      6,287,597   
  44,199       Bristol-Myers Squibb Co.      2,144,093   
  71,586       Celgene Corp.*      6,147,806   
  93,206       Gilead Sciences, Inc.*      7,727,709   
  114,802       Johnson & Johnson      12,010,585   
  151,314       Merck & Co., Inc.      8,753,515   
  310,343       Pfizer, Inc.      9,210,980   
  4,340       United Therapeutics Corp.*      384,047   
     

 

 

 
        59,815,337   

 

 

 

 

Real Estate – 1.3%

  

  11,503       Apartment Investment & Management Co. Class A (REIT)      371,202   
  19,349       Crown Castle International Corp. (REIT)      1,436,857   
  36,776       Equity Residential (REIT)      2,316,888   
  38,893       Realogy Holdings Corp.*      1,466,655   
     

 

 

 
        5,591,602   

 

 

 

 

Retailing – 4.5%

  

  9,658       Amazon.com, Inc.*      3,136,725   
  42,277       Bed Bath & Beyond, Inc.*      2,425,854   
  75,136       GameStop Corp. Class A(a)      3,040,754   
  42,525       Kohl’s Corp.      2,240,217   
  118,714       Lowe’s Companies, Inc.      5,697,085   
  43,979       The Home Depot, Inc.      3,560,540   
     

 

 

 
        20,101,175   

 

 

 

 

Semiconductors & Semiconductor Equipment – 2.5%

  

  163,542       Micron Technology, Inc.*      5,388,709   
  120,116       Texas Instruments, Inc.      5,740,344   
     

 

 

 
        11,129,053   

 

 

 

 

Software & Services – 10.2%

  

  4,645       Citrix Systems, Inc.*      290,545   
  108,980       eBay, Inc.*      5,455,539   
  51,660       Electronic Arts, Inc.*      1,853,044   
  8,209       Facebook, Inc. Class A*      552,384   
  11,076       Google, Inc. Class A*      6,475,805   
  12,192       Google, Inc. Class C*      7,013,814   
  730       International Business Machines Corp.      132,327   
  251,525       Microsoft Corp.      10,488,592   
  196,802       Oracle Corp.      7,976,385   
  371,199       Xerox Corp.      4,617,715   
     

 

 

 
        44,856,150   

 

 

 

 

Technology Hardware & Equipment – 9.2%

  

  174,114       Apple, Inc.      16,180,414   
  67,410       Brocade Communications Systems, Inc.      620,172   
  179,600       Corning, Inc.      3,942,220   
  144,835       Flextronics International Ltd.*      1,603,323   
  174,353       Hewlett-Packard Co.      5,872,209   

 

 

 
  Common Stocks – (continued)   

 

Technology Hardware & Equipment – (continued)

  

  52,264       QUALCOMM, Inc.    $ 4,139,309   
  29,014       SanDisk Corp.      3,029,932   
  25,587       TE Connectivity Ltd.      1,582,300   
  37,507       Western Digital Corp.      3,461,896   
     

 

 

 
        40,431,775   

 

 

 

 

Telecommunication Services – 1.5%

  

  160,570       AT&T, Inc.(b)      5,677,755   
  18,294       Verizon Communications, Inc.      895,126   
     

 

 

 
        6,572,881   

 

 

 

 

Transportation – 1.5%

  

  2,206       Alaska Air Group, Inc.      209,680   
  176,655       Southwest Airlines Co.      4,744,953   
  17,542       Union Pacific Corp.      1,749,815   
     

 

 

 
        6,704,448   

 

 

 

 

Utilities – 1.2%

  

  19,531       American Electric Power Co., Inc.      1,089,244   
  50,955       Entergy Corp.      4,182,896   
     

 

 

 
        5,272,140   

 

 

 
 
 
TOTAL INVESTMENTS BEFORE SECURITIES LENDING
REINVESTMENT VEHICLE
  
  
  (Cost $394,669,910)    $ 431,528,228   

 

 

 
     
Shares     

Distribution

Rate

   Value  
  Securities Lending Reinvestment Vehicle(c)(d) – 0.2%   

 
 

Goldman Sachs Financial Square Money Market Fund —
FST Shares

  
  

  943,246       0.066%    $ 943,246   
  (Cost $943,246)   

 

 

 
  TOTAL INVESTMENTS – 98.0%   
  (Cost $395,613,156)    $ 432,471,474   

 

 

 

 
 

OTHER ASSETS IN EXCESS
OF LIABILITIES – 2.0%

     8,690,741   

 

 

 
  NET ASSETS – 100.0%    $ 441,162,215   

 

 

 

 

The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
*   Non-income producing security.
(a)   All or a portion of security is on loan.
(b)   All or a portion of security is segregated as collateral for initial margin requirements on futures transactions.
(c)   Variable rate security. Interest rate or distribution rate disclosed is that which is in effect at June 30, 2014.
(d)   Represents an affiliated issuer.

 

Investment Abbreviation:
REIT   —Real Estate Investment Trust

 

The accompanying notes are an integral part of these financial statements.   9


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

Schedule of Investments (continued)

June 30, 2014 (Unaudited)

 

ADDITIONAL INVESTMENT INFORMATION

FUTURES CONTRACTSAt June 30, 2014, the Fund had the following futures contracts:

 

Type      Number of
Contracts
Long (Short)
      

Expiration

Date

     Current
Value
       Unrealized
Gain (Loss)
 
S&P 500 E-mini Index        89         September 2014      $ 8,688,180         $ 82,891   

 

10   The accompanying notes are an integral part of these financial statements.


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

Statement of Assets and Liabilities

June 30, 2014 (Unaudited)

 

  
Assets:       

Investments in unaffiliated issuers, at value (cost $394,669,910)(a)

   $ 431,528,228   

Investments in affiliated securities lending reinvestment vehicle, at value which equals cost

     943,246   

Cash

     9,187,067   

Receivables:

  

Investments sold

     22,207,381   

Dividends

     548,218   

Reimbursement from investment adviser

     105,213   

Fund shares sold

     98,802   

Variation margin on certain derivative contracts

     1,780   

Securities lending income

     647   

Other assets

     19,576   
Total assets      464,640,158   
  
  
Liabilities:       

Payables:

  

Investments purchased

     20,832,527   

Payable upon return of securities loaned

     943,246   

Fund shares redeemed

     719,988   

Amounts owed to affiliates

     254,967   

Accrued expenses and other liabilities

     727,215   
Total liabilities      23,477,943   
  
  
Net Assets:       

Paid-in capital

     400,460,185   

Undistributed net investment income

     3,489,098   

Accumulated net realized gain

     271,723   

Net unrealized gain

     36,941,209   
NET ASSETS    $ 441,162,215   

Net Assets:

  

Institutional

   $ 308,615,822   

Service

     132,546,393   

Total Net Assets

   $ 441,162,215   

Shares of beneficial interest outstanding $0.001 par value (unlimited shares authorized):

  

Institutional

     17,264,406   

Service

     7,406,833   

Net asset value, offering and redemption price per share:

  

Institutional

     $17.88   

Service

     17.90   

(a) Includes loaned securities having a market value of $925,574.

 

The accompanying notes are an integral part of these financial statements.   11


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

Statement of Operations

For the Six Months Ended June 30, 2014 (Unaudited)

 

  
Investment income:  

Dividends (net of foreign taxes withheld of $411)

   $ 3,798,525   

Securities lending income — affiliated issuer

     8,323   
Total investment income      3,806,848   
  
  
Expenses:       

Management fees

     1,324,423   

Distribution and Service fees — Service Class

     157,864   

Professional fees

     48,016   

Printing and mailing costs

     47,993   

Transfer Agent fees(a)

     42,720   

Custody, accounting and administrative services

     29,242   

Trustee fees

     12,380   

Other

     57,185   
Total expenses      1,719,823   

Less — expense reductions

     (180,771
Net expenses      1,539,052   
NET INVESTMENT INCOME      2,267,796   
  
  
Realized and unrealized gain (loss):       

Net realized gain from:

  

Investments

     41,612,463   

Futures contracts

     92,394   

Net change in unrealized gain (loss) on:

  

Investments

     (10,050,111

Futures contracts

     82,891   
Net realized and unrealized gain      31,737,637   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $ 34,005,433   

(a) Institutional and Service Shares had Transfer Agent fees of $30,092 and $12,628, respectively.

 

12   The accompanying notes are an integral part of these financial statements.


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

Statement of Changes in Net Assets

 

    

For the

Six Months Ended

June 30, 2014

(Unaudited)

    

For the

Fiscal Year Ended

December 31, 2013

 
     
From operations:  

Net investment income

   $ 2,267,796       $ 5,219,081   

Net realized gain

     41,704,857         113,173,019   

Net change in unrealized gain (loss)

     (9,967,220      8,467,109   
Net increase in net assets resulting from operations      34,005,433         126,859,209   
     
     
Distributions to shareholders:              

From net investment income

     

Institutional Shares

             (3,187,605

Service Shares

             (1,011,074
Total distributions to shareholders              (4,198,679
     
     
From share transactions:              

Proceeds from sales of shares

     10,996,876         12,878,351   

Reinvestment of distributions

             4,198,679   

Cost of shares redeemed

     (37,177,670      (69,050,920
Net decrease in net assets resulting from share transactions      (26,180,794      (51,973,890
TOTAL INCREASE      7,824,639         70,686,640   
     
     
Net assets:              

Beginning of period

     433,337,576         362,650,936   

End of period

   $ 441,162,215       $ 433,337,576   
Undistributed net investment income    $ 3,489,098       $ 1,221,302   

 

The accompanying notes are an integral part of these financial statements.   13


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period

 

          Income from
investment operations
                                     
Year - Share Class   Net asset
value,
beginning
of period
    Net
investment
income(a)
    Net realized
and
unrealized
gain
    Total from
investment
operations
    Distributions to
shareholders
from net
investment
income
    Net asset
value,
end of
period
    Total
return(b)
   

Net assets,
end of
period

(in 000s)

    Ratio of
net expenses
to average
net assets
    Ratio of
total
expenses
to average
net assets
    Ratio of
net investment
income
to average
net assets
    Portfolio
turnover
rate(c)
 

FOR THE SIX MONTHS ENDED JUNE 30, (UNAUDITED)

 

2014 - Institutional

  $ 16.52      $ 0.09      $ 1.27      $ 1.36      $      $ 17.88        8.23   $ 308,616        0.66 %(d)      0.73 %(d)      1.12 %(d)      105

2014 - Service

    16.55        0.08        1.27        1.35               17.90        8.16        132,546        0.87 (d)      0.98 (d)      0.92 (d)      105   
                       

FOR THE FISCAL YEARS ENDED DECEMBER 31,

 

2013 - Institutional

    12.14        0.20        4.35        4.55        (0.17     16.52        37.52        307,589        0.65        0.71        1.36        207   

2013 - Service

    12.16        0.17        4.35        4.52        (0.13     16.55        37.23        125,748        0.86        0.96        1.15        207   

2012 - Institutional

    10.80        0.20        1.36 (e)      1.56        (0.22     12.14        14.42 (e)      262,759        0.64        0.72        1.71        134   

2012 - Service

    10.82        0.18        1.35 (e)      1.53        (0.19     12.16        14.10 (e)      99,892        0.85        0.97        1.51        134   

2011 - Institutional

    10.57        0.18 (f)      0.25        0.43        (0.20     10.80        4.05        273,555        0.64        0.70        1.69 (f)      51   

2011 - Service

    10.58        0.16 (f)      0.25        0.41        (0.17     10.82        3.90        99,711        0.85        0.95        1.48 (f)      51   

2010 - Institutional

    9.50        0.14        1.08        1.22        (0.15     10.57        12.84        319,948        0.64        0.70        1.45        38   

2010 - Service

    9.51        0.12        1.08        1.20        (0.13     10.58        12.60        111,171        0.85        0.95        1.25        38   

2009 - Institutional

    7.99        0.15        1.54        1.69        (0.18     9.50        21.15        340,536        0.68        0.72        1.75        136   

2009 - Service

    8.00        0.13        1.54        1.67        (0.16     9.51        20.89        112,530        0.89        0.97        1.53        136   

 

(a) Calculated based on the average shares outstanding methodology.
(b) Assumes investment at the net asset value at the beginning of the period, reinvestment of all distributions, and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c) The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.
(d) Annualized.
(e) Reflects payment from affiliate relating to certain investment transactions which amounted to $0.01 per share and 0.07% of average net assets. Excluding such payment, the total return would have been 14.32% and 14.01%.
(f) Reflects income recognized from special dividends which amounted to $0.02 per share and 0.17% of average net assets.

 

The accompanying notes are an integral part of these financial statements.    14   


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

Notes to Financial Statements

June 30, 2014 (Unaudited)

 

1.    ORGANIZATION

 

Goldman Sachs Variable Insurance Trust (the “Trust” or “VIT”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust includes the Goldman Sachs U.S. Equity Insights Fund (the “Fund”) (Formerly the Goldman Sachs Structured U.S. Equity Fund). The Fund is a diversified portfolio under the Act offering two classes of shares — Institutional and Service Shares. Shares of the Trust are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies.

Goldman Sachs Asset Management, L.P. (“GSAM”), an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as investment adviser to the Fund pursuant to a management agreement (the “Agreement”) with the Trust.

2.    SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and require management to make estimates and assumptions that may affect the reported amounts and disclosures. Actual results may differ from those estimates and assumptions.

A.  Investment Valuation — The Fund’s valuation policy is to value investments at fair value.

B.  Investment Income and Investments — Investment income includes interest income and dividend income, net of any foreign withholding taxes, less any amounts reclaimable. Interest income is accrued daily and adjusted for amortization of premiums and accretion of discounts. Dividend income is recognized on ex-dividend date or, for certain foreign securities, as soon as such information is obtained subsequent to the ex-dividend date. Investment transactions are reflected on trade date. Realized gains and losses are calculated using identified cost. Investment transactions are recorded on the following business day for daily net asset value (“NAV”) calculations. Any foreign capital gains tax is accrued daily based upon net unrealized gains, and is payable upon sale of such investments. Distributions received from the Fund’s investments in United States (“U.S.”) real estate investment trusts (“REITs”) may be characterized as ordinary income, net capital gain or a return of capital. A return of capital is recorded by the Fund as a reduction to the cost basis of the REIT.

For derivative contracts, realized gains and losses are recorded upon settlement of the contract.

C.  Class Allocations and Expenses — Investment income, realized and unrealized gain (loss), and non-class specific expenses of the Fund are allocated daily based upon the proportion of net assets of each class. Class specific expenses, where applicable, are borne by the respective share classes and include Distribution and Service and Transfer Agent fees. Non-class specific expenses directly incurred by a Fund are charged to that Fund, while such expenses incurred by the Trust are allocated across the respective Funds on a straight-line and/or pro-rata basis depending upon the nature of the expenses.

D.  Federal Taxes and Distributions to Shareholders — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to regulated investment companies (mutual funds) and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, the Fund is not required to make any provisions for the payment of federal income tax. Distributions to shareholders are recorded on the ex-dividend date. Income and capital gains distributions, if any, are declared and paid annually.

Net capital losses are carried forward to future fiscal years and may be used to the extent allowed by the Code to offset any future capital gains. Utilization of capital loss carryforwards will reduce the requirement of future capital gains distributions.

Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

 

15


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

2.    SIGNIFICANT ACCOUNTING POLICIES (continued)

 

The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with federal income tax rules, which may differ from GAAP. The source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income, net realized gain or capital. Certain components of the Fund’s net assets on the Statement of Assets and Liabilities reflect permanent GAAP/tax differences based on the appropriate tax character.

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS

The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these investments. The three levels of the fair value hierarchy are described below:

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 — Quoted prices in markets that are not active or financial instruments for which significant inputs are observable (including, but not limited to, quoted prices for similar investments, interest rates, foreign exchange rates, volatility and credit spreads), either directly or indirectly;

Level 3 — Prices or valuations that require significant unobservable inputs (including GSAM’s assumptions in determining fair value measurement).

The Trustees have adopted Valuation Procedures that govern the valuation of the portfolio investments held by the Fund, including investments for which market quotations are not readily available. The Trustees have delegated to GSAM day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Fund’s portfolio investments. To assess the continuing appropriateness of pricing sources and methodologies, GSAM regularly performs price verification procedures and issues challenges as necessary to third party pricing vendors or brokers, and any differences are reviewed in accordance with the Valuation Procedures.

A.  Level 1 and Level 2 Fair Value Investments — The valuation techniques and significant inputs used in determining the fair values for investments classified as Level 1 and Level 2 are as follows:

Equity Securities — Equity securities and investment companies traded on a U.S. securities exchange or the NASDAQ system, or those located on certain foreign exchanges, including but not limited to the Americas, are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, equity securities and exchange traded investment companies are valued at the last bid price for long positions and at the last ask price for short positions. Investments in investment companies (other than those that are exchange traded) are valued at the NAV on the valuation date. To the extent these investments are actively traded, they are classified as Level 1 of the fair value hierarchy, otherwise they are generally classified as Level 2.

Unlisted equity securities for which market quotations are available are valued at the last sale price on the valuation date, or if no sale occurs, at the last bid price. Securities traded on certain foreign securities exchanges are valued daily at fair value determined by an independent fair value service (if available) under Valuation Procedures approved by the Trustees and consistent with applicable regulatory guidance. The independent fair value service takes into account multiple factors including, but not limited to, movements in the securities markets, certain depositary receipts, futures contracts and foreign currency exchange rates that have occurred subsequent to the close of the foreign securities exchange. These investments are generally classified as Level 2 of the fair value hierarchy.

 

16


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

 

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

Derivative ContractsA derivative is an instrument whose value is derived from underlying assets, indices, reference rates or a combination of these factors.

Exchange-traded derivatives, including futures contracts, typically fall within Level 1 of the fair value hierarchy. Over-the-counter (“OTC”) and centrally cleared derivatives are valued using market transactions and other market evidence, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources. Where models are used, the selection of a particular model to value OTC and centrally cleared derivatives depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC and centrally cleared derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC and centrally cleared derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence.

i. Futures ContractsFutures contracts are contracts to buy or sell a standardized quantity of a specified commodity or security and are valued based on exchanged settlement prices or independent market quotes. Futures contracts are valued at the last settlement price, or in the absence of a sale, the last bid price for long positions and at the last ask price for short positions, at the end of each day on the board of trade or exchange upon which they are traded. Upon entering into a futures contract, a Fund deposits cash or securities in an account on behalf of the broker in an amount sufficient to meet the initial margin requirement. Subsequent payments are made or received by the Fund equal to the daily change in the contract value and are recorded as variation margin receivable or payable with a corresponding offset to unrealized gains or losses.

B.  Level 3 Fair Value Investments — To the extent that the aforementioned significant inputs are unobservable, or if quotations are not readily available, or if GSAM believes that such quotations do not accurately reflect fair value, the fair value of the Fund’s investments may be determined under Valuation Procedures approved by the Trustees. GSAM, consistent with its procedures and applicable regulatory guidance, may make an adjustment to the most recent valuation prices of either domestic or foreign securities in light of significant events to reflect what it believes to be the fair value of the securities at the time of determining a Fund’s NAV. Significant events which could affect a large number of securities in a particular market may include, but are not limited to: significant fluctuations in U.S. or foreign markets; market dislocations; market disruptions; or unscheduled market closings. Significant events which could also affect a single issuer may include, but are not limited to: corporate actions such as reorganizations, mergers and buy-outs; ratings downgrades; and bankruptcies.

 

17


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

3.    INVESTMENTS AND FAIR VALUE MEASUREMENTS (continued)

 

C.  Fair Value Hierarchy — The following is a summary of the Fund’s investments and derivatives classified in the fair value hierarchy as of June 30, 2014:

 

Investment Type      Level 1        Level 2        Level 3  
Assets               
Common Stock and/or Other Equity Investments(a)               
North America      $ 431,528,228         $         $   
Securities Lending Reinvestment Vehicle        943,246                       
Total      $ 432,471,474         $         $   
Derivative Type                              
Assets(b)               
Futures Contracts      $ 82,891         $         $   

 

(a) Amounts are disclosed by continent to highlight the impact of time zone differences between local market close and the calculation of net asset value. Security valuations are based on the principal exchange or system on which they are traded, which may differ from country of domicile. The Fund utilizes fair value model prices provided by an independent fair value service for international equities, resulting in a Level 2 classification.
(b) Amount shown represents unrealized gain (loss) at period end.

For further information regarding security characteristics, see the Schedule of Investments.

4.    INVESTMENTS IN DERIVATIVES

The following table sets forth, by certain risk types, the gross value of derivative contracts as of June 30, 2014. These instruments were used to meet the Fund’s investment objectives and to obtain and/or manage exposure related to the risks below. The values in the table below excludes the effects of cash collateral received or posted pursuant to these derivative contracts, and therefore are not representative of the Fund’s net exposure.

 

Risk      Statement of Assets and Liabilities    Assets(a)   Statement of Assets and Liabilities   Liabilities
Equity      Variation margin on certain derivative contracts    $82,891     $—

 

(a) Includes unrealized gain (loss) on futures contracts described in the Additional Investment Information section of the Schedule of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.

The following table sets forth, by certain risk types, the Fund’s gains (losses) related to these derivatives and their indicative volumes for the six months ended June 30, 2014. These gains (losses) should be considered in the context that these derivative contracts may have been executed to create investment opportunities and /or economically hedge certain investments, and accordingly, certain gains (losses) on such derivative contracts may offset certain (losses) gains attributable to investments. These gains (losses) are included in “Net realized gain (loss)” or “Net change in unrealized gain (loss)” on the Statement of Operations:

 

Risk    Statement of Operations   Net
Realized
Gain (Loss)
  Net Change in
Unrealized
Gain (Loss)
  Average
Number of
Contracts(a)
 

Equity

   Net realized gain (loss) from futures contracts/Net change in unrealized gain (loss) on futures contracts   $92,394   $82,891     15   

 

(a) Average number of contracts is based on the average of month end balances for the six months ended June 30, 2014.

 

18


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

 

 

5.    AGREEMENTS AND AFFILIATED TRANSACTIONS

 

A.  Management Agreement — Under the Agreement, GSAM manages the Fund, subject to the general supervision of the Trustees.

As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administration of the Fund’s business affairs, including providing facilities, GSAM is entitled to a management fee, accrued daily and paid monthly, equal to an annual percentage rate of the Fund’s average daily net assets.

For the six months ended June 30, 2014, contractual and effective net management fees with GSAM were at the following rates:

 

Contractual Management Fee Rate  
First
$1 billion
  Next
$1 billion
    Next
$3 billion
    Next
$3 billion
    Over
$8 billion
    Effective
Rate
 
0.62%     0.59     0.56     0.55     0.54     0.62

B.  Distribution and Service Plan — The Trust, on behalf of the Service Shares of the Fund, has adopted a Distribution and Service Plan (the “Plan”). Under the Plan, Goldman Sachs, which serves as distributor (the “Distributor”), is entitled to a fee accrued daily and paid monthly for distribution services and personal and account maintenance services, which may then be paid by Goldman Sachs to authorized dealers, equal to, on an annual basis, 0.25% of the Fund’s average daily net assets attributable to Service Shares. Goldman Sachs has agreed to waive distribution and service fees so as not to exceed an annual rate of 0.21% of the Fund’s average daily net assets attributable to Service Shares. The distribution and service fee waiver will remain in place through at least April 30, 2015, and prior to such date Goldman Sachs may not terminate the arrangement without the approval of the Trustees. For the six months ended June 30, 2014, Goldman Sachs waived $25,259 in distribution and service fees for the Fund’s Services Shares.

C.  Transfer Agency Agreement — Goldman Sachs also serves as the transfer agent of the Fund for a fee pursuant to Transfer Agency Agreement. The fees charged for such transfer agency services are accrued daily and paid monthly at an annual rate of 0.02% of the average daily net assets of Institutional and Service Shares.

D.  Other Expense Agreements and Affiliated Transactions — GSAM has agreed to limit certain “Other Expense” of the Fund (excluding transfer agent fees and expenses, taxes, interest, brokerage fees, shareholder meetings, litigation, indemnification, and extraordinary expenses) to the extent such expenses exceed, on an annual basis, a percentage rate of the average daily net assets of the Fund. Such Other Expense reimbursements, if any, are accrued daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any. The Other Expense limitation as an annual percentage rate of average daily net assets for the Fund is 0.004%. The Other Expense limitation will remain in place through at least April 30, 2015, and prior to such date GSAM may not terminate the arrangement without the approval of the Trustees. For the six months ended June 30, 2014, GSAM reimbursed $149,385 to the Fund. The Funds bear their respective share of costs related to proxy and shareholder meetings, and GSAM has agreed to reimburse each Fund to the extent such expenses exceed a specified percentage of the Fund’s net assets. In addition, the Fund has entered into certain offset arrangements with the custodian and the transfer agent, which may result in a reduction of the Fund’s expenses and are received irrespective of the application of the “Other Expense” limitation described above. For the six months ended June 30, 2014, custody fee credits were $6,127.

As of June 30, 2014, the amounts owed to affiliates of the Fund were $224,914, $22,799, and $7,254 for management, distribution and service, and transfer agent fees, respectively.

E.  Line of Credit Facility — As of June 30, 2014, the Fund participated in a $1,080,000,000 committed, unsecured revolving line of credit facility (the “facility”) together with other funds of the Trust and registered investment companies having management agreements with GSAM or its affiliates (“Other Borrowers”). Pursuant to the terms of the facility, the Fund and Other Borrowers

 

19


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

5.    AGREEMENTS AND AFFILIATED TRANSACTIONS (continued)

 

could increase the credit amount by an additional $120,000,000, for a total of up to $1,200,000,000. This facility is to be used solely for temporary or emergency purposes, which may include the funding of redemptions. The interest rate on borrowings is based on the federal funds rate. The facility also requires a fee to be paid by the Fund based on the amount of the commitment that has not been utilized. For the six months ended June 30, 2014, the Fund did not have any borrowings under the facility.

F. Other Transactions with Affiliates — For the six months ended June 30, 2014, Goldman Sachs earned $313 in brokerage commissions from portfolio transactions, including futures transactions executed with Goldman Sachs as the Futures Commission Merchant, on behalf of the Fund.

6.    PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended June 30, 2014, were $441,568,506 and $464,047,772, respectively.

7.    SECURITIES LENDING

Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and the terms and conditions contained therein, the Fund, may lend its securities through a securities lending agent, Goldman Sachs Agency Lending (“GSAL”), a wholly-owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs and affiliates. In accordance with the Fund’s securities lending procedures, the Fund receives cash collateral at least equal to the market value of the securities on loan. The market value of the loaned securities is determined at the close of business of the Fund at their last sale price or official closing price on the principal exchange or system on which they are traded, and any additional required collateral is delivered to the Fund on the next business day. As with other extensions of credit, the Fund may experience delay in the recovery of its securities or incur a loss should the borrower of the securities breach its agreement with the Fund or become insolvent at a time when the collateral is insufficient to cover the cost of repurchasing securities on loan. Dividend income received from securities on loan may not be subject to withholding taxes and therefore withholding taxes paid may differ from the amounts listed in the Statement of Operations.

The Fund invests the cash collateral received in connection with securities lending transactions in the Goldman Sachs Financial Square Money Market Fund (“Money Market Fund”), an affiliated series of the Trust. The Money Market Fund is registered under the Act as an open end investment company, is subject to Rule 2a-7 under the Act, and is managed by GSAM, for which GSAM may receive an investment advisory fee of up to 0.205% on an annualized basis of the average daily net assets of the Money Market Fund.

In the event of a default by a borrower with respect to any loan, GSAL will exercise any and all remedies provided under the applicable borrower agreement to make the Fund whole. These remedies include purchasing replacement securities by applying the collateral held from the defaulting broker against the purchase cost of the replacement securities. If, despite such efforts by GSAL to exercise these remedies, the Fund sustains losses as a result of a borrower’s default, GSAL indemnifies the Fund by purchasing replacement securities at its expense, or paying the Fund an amount equal to the market value of the replacement securities, subject to an exclusion for any shortfalls resulting from a loss of value in the cash collateral pool due to reinvestment risk and a requirement that the Fund agrees to assign rights to the collateral to GSAL for purpose of using the collateral to cover purchase of replacement securities as more fully described in the Securities Lending Agency Agreement.

 

20


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

 

 

7.    SECURITIES LENDING (continued)

 

At June 30, 2014, the Fund’s loaned securities were all subject to enforceable Securities Lending Agreements. Securities lending transactions on a net basis were as follows:

 

Securities Lending Transactions        
Total gross amount presented in Statement of Assets and Liabilities    $ 925,574   
Cash Collateral offsetting      (925,574
Net amount(1)    $   

 

(1) Net amount represents the net amount due from the borrower or GSAL in the event of a default based on the contractual set-off rights under the agreement.

Both the Fund and GSAL received compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the six months ended June 30, 2014, is reported under Investment Income on the Statement of Operations. For the six months ended June 30, 2014, GSAL earned $921 in fees as securities lending agent.

The following table provides information about the Fund’s investment in the Money Market Fund for the six months ended June 30, 2014:

 

Number of

Shares Held

Beginning of Period

    Shares Bought     Shares Sold    

Number of

Shares Held
End of Period

   

Value at End

of Period

 
  2,368,400        27,295,801        (28,720,955     943,246      $ 943,246   

8.    TAX INFORMATION

As of the Fund’s most recent fiscal year end, December 31, 2013, the Fund’s capital loss carryforwards and certain timing differences, on a tax-basis were as follows:

 

Capital loss carryforwards:(1)   

Expiring 2017

   $ (41,411,824

 

(1) Expiration occurs on December 31 of the year indicated.

As of June 30, 2014, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:

 

Tax cost    $ 395,632,795   
Gross unrealized gain      39,024,920   
Gross unrealized loss      (2,186,241
Net unrealized security gain    $ 36,838,679   

The difference between GAAP-basis and tax-basis unrealized gains (losses) is attributable primarily to wash sales and differences in the tax treatment of underlying fund investments.

GSAM has reviewed the Fund’s tax positions for all open tax years (the current and prior three years, as applicable) and has concluded that no provision for income tax is required in the Fund’s financial statements. Such open tax years remain subject to examination and adjustment by tax authorities.

 

21


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

Notes to Financial Statements (continued)

June 30, 2014 (Unaudited)

 

9.    OTHER RISKS

 

The Fund’s risks include, but are not limited to, the following:

Large Shareholder Redemptions Risk — The Fund may experience adverse effects when certain large shareholders, such as other funds, participating insurance companies, accounts and Goldman Sachs affiliates, purchase or redeem large amounts of shares of the Fund. Such large shareholder redemptions may cause the Fund to sell portfolio securities at times when it would not otherwise do so, which may negatively impact the Fund’s NAV and liquidity. Similarly, large Fund share purchases may adversely affect the Fund’s performance to the extent that the Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would. These transactions may also increase transaction costs. In addition, a large redemption could result in the Fund’s current expenses being allocated over a smaller asset base, leading to an increase in the Fund’s expense ratio.

Liquidity Risk — The Fund may make investments that are illiquid or that may become less liquid in response to market developments or adverse investor perceptions. Illiquid investments may be more difficult to value. Liquidity risk may also refer to the risk that a Fund will not be able to pay redemption proceeds within the allowable time period because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. To meet redemption requests, the Fund may be forced to sell investments at an unfavorable time and/or under unfavorable conditions.

Market and Credit Risks — In the normal course of business, the Fund trades financial instruments and enters into financial transactions where risk of potential loss exists due to changes in the market (market risk). Additionally, the Fund may also be exposed to credit risk in the event that an issuer or guarantor fails to perform or that an institution or entity with which the Fund has unsettled or open transactions defaults.

10.    INDEMNIFICATIONS

Under the Trust’s organizational documents, its Trustees, officers, employees and agents are indemnified, to the extent permitted by the Act and state law, against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the course of business, the Fund enters into contracts that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, GSAM believes the risk of loss under these arrangements to be remote.

11.    SUBSEQUENT EVENTS

Subsequent events after the Statement of Assets and Liabilities date have been evaluated through the date the financial statements were issued. GSAM has concluded that there is no impact requiring adjustment or disclosure in the financial statements.

 

22


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

 

 

12.    SUMMARY OF SHARE TRANSACTIONS

 

Share activity is as follows:

 

     For the Six Months Ended
June 30, 2014
(Unaudited)
    For the Fiscal Year Ended
December 31, 2013
 
      Shares     Dollars     Shares     Dollars  
Institutional Shares         
Shares sold      172,712      $ 2,896,590        288,409      $ 4,211,774   
Reinvestment of distributions                    196,645        3,187,605   
Shares redeemed      (1,530,093     (25,894,202     (3,514,097     (50,743,649
       (1,357,381     (22,997,612     (3,029,043     (43,344,270
Service Shares         
Shares sold      482,663        8,100,286        579,473        8,666,577   
Reinvestment of distributions                    62,258        1,011,074   
Shares redeemed      (672,656     (11,283,468     (1,260,063     (18,307,271
       (189,993     (3,183,182     (618,332     (8,629,620
NET DECREASE      (1,547,374   $ (26,180,794     (3,647,375   $ (51,973,890

 

23


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

Fund Expenses — Six Month Period Ended June 30, 2014  (Unaudited)

As a shareholder of Institutional or Service Shares of the Fund, you incur ongoing costs, including management fees, distribution and service (12b-1) fees (with respect to Service Shares) and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Institutional Shares and Service Shares of the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2014 through June 30, 2014.

Actual Expenses — The first line under each share class in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes — The second line under each share class in the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual net expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. As a shareholder of the Fund you do not incur any transaction costs, such as sales charges, redemption fees, or exchange fees, but shareholders of other funds may incur such costs. The second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds whose shareholders may incur transaction costs.

 

Share Class  

Beginning

Account Value

01/01/14

   

Ending

Account Value

06/30/14

   

Expenses Paid

for the

6 Months

Ended

06/30/14*

 
Institutional        
Actual   $ 1,000      $ 1,082.30      $ 3.41   
Hypothetical 5% return     1,000        1,021.52     3.31   
Service        
Actual     1,000        1,081.60        4.49   
Hypothetical 5% return     1,000        1,020.48     4.36   

 

  * Expenses are calculated using the Fund’s annualized net expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2014. Expenses are calculated by multiplying the annualized net expense ratio by the average account value for the period; then multiplying the result by the number of days in the most recent fiscal half year; and then dividing that result by the number of days in the fiscal year. The annualized net expense ratios for the period were 0.66% and 0.87% for Institutional and Service Shares, respectively.  

 

  + Hypothetical expenses are based on the Fund’s actual annualized net expense ratios and an assumed rate of return of 5% per year before expenses.  

 

24


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

 

Background

The Goldman Sachs U.S. Equity Insights Fund (the “Fund”) is an investment portfolio of Goldman Sachs Variable Insurance Trust (the “Trust”). The Board of Trustees oversees the management of the Trust and reviews the investment performance and expenses of the Fund at regularly scheduled meetings held during the year. In addition, the Board of Trustees determines annually whether to approve the continuance of the Trust’s investment management agreement (the “Management Agreement”) with Goldman Sachs Asset Management, L.P. (the “Investment Adviser”) on behalf of the Fund.

The Management Agreement was most recently approved for continuation until June 30, 2015 by the Board of Trustees, including those Trustees who are not parties to the Management Agreement or “interested persons” (as defined in the Investment Company Act of 1940, as amended) of any party thereto (the “Independent Trustees”), at a meeting held on June 11-12, 2014 (the “Annual Meeting”).

The review process undertaken by the Trustees spans the course of the year and culminates with the Annual Meeting. To assist the Trustees in their deliberations, the Trustees have established a Contract Review Committee (the “Committee”), comprised of the Independent Trustees. The Committee held four meetings over the course of the year since the Management Agreement was last approved. At those Committee meetings, regularly scheduled Board or other committee meetings and/or the Annual Meeting, the Board, or the Independent Trustees, as applicable, considered matters relating to the Management Agreement, including:

  (a)   the nature and quality of the advisory, administrative and other services provided to the Fund by the Investment Adviser and its affiliates, including information about:
  (i)   the structure, staff and capabilities of the Investment Adviser and its portfolio management teams;
  (ii)   the groups within the Investment Adviser and its affiliates that support the portfolio management teams or provide other types of necessary services, including fund services groups (e.g., accounting and financial reporting, tax, shareholder services and operations), controls and risk management groups (e.g., legal, compliance, valuation oversight, credit risk management, internal audit, compliance testing, market risk analysis, finance and strategy and central funding), sales and distribution support groups and others (e.g., information technology and training);
  (iii)   trends in headcount;
  (iv)   the Investment Adviser’s financial resources and ability to hire and retain talented personnel and strengthen its operations; and
  (v)   the parent company’s support of the Investment Adviser and its mutual fund business, as expressed by the firm’s senior management;
  (b)   information on the investment performance of the Fund, including comparisons to the performance of a group of similar mutual funds, as provided by a third party mutual fund data provider engaged as part of the contract review process (the “Outside Data Provider”), and its benchmark performance index, and general investment outlooks in the markets in which the Fund invests;
  (c)   the terms of the Management Agreement and agreements with affiliated service providers entered into by the Trust on behalf of the Fund;
  (d)   expense information for the Fund, including:
  (i)   the relative management fee and expense level of the Fund as compared to those of comparable funds managed by other advisers, as provided by the Outside Data Provider;
  (ii)   the Fund’s expense trends over time; and
  (iii)   to the extent the Investment Adviser manages institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, comparative information on the advisory fees charged and services provided to those accounts by the Investment Adviser;
  (e)   with respect to the extensive investment performance and expense comparison data provided by the Outside Data Provider, its processes in producing that data for the Fund;
  (f)   the undertakings of the Investment Adviser and Goldman, Sachs & Co. (“Goldman Sachs”), the Fund’s affiliated distributor, to waive certain fees and to limit certain expenses of the Fund that exceed a specified level, and a summary of contractual fee reductions made by the Investment Adviser and/or its affiliates over the past several years with respect to the Fund;
  (g)   information relating to the profitability of the Management Agreement and the transfer agency and distribution and service arrangements of the Fund and the Trust as a whole to the Investment Adviser and its affiliates;
  (h)   whether the Fund’s existing management fee schedule adequately addressed any economies of scale;

 

25


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited) (continued)

 

  (i)   a summary of the “fall-out” benefits derived by the Investment Adviser and its affiliates from their relationships with the Fund, including the fees received by the Investment Adviser’s affiliates from the Fund for transfer agency, securities lending, portfolio trading, distribution and other services;
  (j)   a summary of potential benefits derived by the Fund as a result of its relationship with the Investment Adviser;
  (k)   information regarding commissions paid by the Fund and broker oversight, other information regarding portfolio trading and how the Investment Adviser carries out its duty to seek best execution;
  (l)   the manner in which portfolio manager compensation is determined; and the number and types of accounts managed by the portfolio managers;
  (m)   the nature and quality of the services provided to the Fund by its unaffiliated service providers, and the Investment Adviser’s general oversight and evaluation (including reports on due diligence) of those service providers as part of the administration services provided under the Management Agreement; and
  (n)   the Investment Adviser’s processes and policies addressing various types of potential conflicts of interest; its approach to risk management; the annual review of the effectiveness of the Fund’s compliance program; and periodic compliance reports.

The Trustees also received an overview of the Fund’s distribution arrangements. They received information regarding the Fund’s assets, share purchase and redemption activity and the payment of Rule 12b-1 distribution and service fees by the Fund’s Service Shares. Information was also provided to the Trustees relating to revenue sharing payments made by and services provided by the Investment Adviser and its affiliates to intermediaries that promote the sale, distribution and/or servicing of Fund shares.

The presentations made at the Board and Committee meetings and at the Annual Meeting encompassed the Fund and other mutual fund portfolios for which the Board of Trustees has responsibility. In evaluating the Management Agreement at the Annual Meeting, the Trustees relied upon their knowledge, resulting from their meetings and other interactions throughout the year, of the Investment Adviser, its affiliates, their services and the Fund. In conjunction with these meetings, the Trustees received written materials and oral presentations on the topics covered, and were advised by their independent legal counsel regarding their responsibilities and other regulatory requirements related to the approval and continuation of mutual fund investment management agreements under applicable law. In addition, the Investment Adviser and its affiliates provided the Independent Trustees with a written response to a formal request for information sent on behalf of the Independent Trustees by their independent legal counsel. During the course of their deliberations, the Independent Trustees met in executive sessions with their independent legal counsel, without representatives of the Investment Adviser or its affiliates present. The Independent Trustees also discussed the broad range of other investment choices that are available to Fund investors, including the availability of comparable funds managed by other advisers.

Nature, Extent and Quality of the Services Provided Under the Management Agreement

As part of their review, the Trustees considered the nature, extent and quality of the services provided by the Investment Adviser. In this regard, the Trustees considered both the investment advisory services and non-advisory services that are provided to the Fund by the Investment Adviser and its affiliates. The Trustees noted the transition in the leadership and changes in personnel of various of the Investment Adviser’s portfolio management teams that had occurred in recent periods, and the ongoing recruitment efforts aimed at bringing high quality investment talent to the Investment Adviser. They also noted the Investment Adviser’s commitment to maintaining high quality systems. The Trustees concluded that the Investment Adviser continued to commit substantial financial and operational resources to the Fund and expressed confidence that the Investment Adviser would continue to do so in the future. The Trustees also recognized that the Investment Adviser had made significant commitments to address regulatory compliance requirements applicable to the Fund and the Investment Adviser.

Investment Performance

The Trustees also considered the investment performance of the Fund. In this regard, they compared the investment performance of the Fund to its peers using rankings and ratings compiled by the Outside Data Provider as of December 31, 2013, and updated performance information prepared by the Investment Adviser using the peer group identified by the Outside Data Provider as of March 31, 2014. The information on the Fund’s investment performance was provided for the one-, three-, five- and ten-year periods ending on the applicable dates. The Trustees also reviewed the Fund’s investment performance over time (including on a year-by-year basis) relative to its performance benchmark. As part of this review, they considered the investment performance trends of the Fund over time, and reviewed the investment performance of the Fund in light of its investment objective and policies and market conditions.

 

26


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited) (continued)

 

In addition, the Trustees considered materials prepared and presentations made by the Investment Adviser’s senior management and portfolio management personnel, in which Fund performance was assessed. The Trustees also considered the Investment Adviser’s periodic reports with respect to the Fund’s risk profile, and how the Investment Adviser’s approach to risk monitoring and management influences portfolio management. They noted the efforts of the Fund’s portfolio management team to enhance the investment model used in managing the Fund.

The Trustees observed that the Fund’s Service Shares had placed in the top half of the Fund’s peer group for the one-, three- and five-year periods, and had outperformed the Fund’s benchmark index for the one- and three-year periods and underperformed for the five-year period ended March 31, 2014. The Trustees also noted that the Fund had experienced certain portfolio management changes in June 2013.

Costs of Services Provided and Competitive Information

The Trustees considered the contractual terms of the Management Agreement and the fee rates payable by the Fund thereunder. In this regard, the Trustees considered information on the services rendered by the Investment Adviser to the Fund, which included both advisory and administrative services that were directed to the needs and operations of the Fund as a registered mutual fund.

In particular, the Trustees reviewed analyses prepared by the Outside Data Provider regarding the expense rankings of the Fund. The analyses provided a comparison of the Fund’s management fees and breakpoints to those of a relevant peer group and category universe; an expense analysis which compared the Fund’s overall net and gross expenses to a peer group and a category universe; and a five-year history comparing the Fund’s net expenses to the peer and category medians. The analyses also compared the Fund’s transfer agency, custody, and distribution fees, other expenses and fee waivers/reimbursements to those of the peer group and category medians. The Trustees concluded that the comparisons provided by the Outside Data Provider were useful in evaluating the reasonableness of the management fees and total expenses paid by the Fund.

In addition, the Trustees considered the Investment Adviser’s undertaking to limit certain expenses of the Fund that exceed a specified level and Goldman Sachs’ undertaking to waive a portion of the distribution and service fees paid by the Fund’s Service Shares. They also considered, to the extent that the Investment Adviser manages institutional accounts or collective investment vehicles having investment objectives and policies similar to those of the Fund, comparative fee information for services provided by the Investment Adviser to those accounts, and information that indicated that services provided to the Fund differed in various significant respects from the services provided to institutional accounts, which generally operated under less stringent legal and regulatory structures, required fewer services from the Investment Adviser to a smaller number of client contact points, were less time-intensive and paid lower fees.

In addition, the Trustees noted that shareholders are able to redeem their Fund shares at any time if shareholders believe that the Fund fees and expenses are too high or if they are dissatisfied with the performance of the Fund.

Profitability

The Trustees reviewed the Investment Adviser’s revenues and pre-tax profit margins with respect to the Trust and the Fund. In this regard the Trustees noted that they had received, among other things, profitability analyses and summaries, revenue and expense schedules by Fund and by function (i.e., investment management, transfer agency and distribution and service) and information on the Investment Adviser’s expense allocation methodology. They observed that the profitability and expense figures are substantially similar to those used by the Investment Adviser for many internal purposes, including compensation decisions among various business groups, and are thus subject to a vigorous internal debate about how certain revenue and expenses should be allocated. The Trustees also noted that the internal audit group within the Goldman Sachs organization had audited the expense allocation methodology and was satisfied with the reasonableness, consistency, and accuracy of the Investment Adviser’s expense allocation methodology and profitability analysis calculations. Profitability data for the Trust and the Fund were provided for 2013 and 2012, and the Trustees considered this information in relation to the Investment Adviser’s overall profitability. The Trustees considered the Investment Adviser’s revenues and pre-tax profit margins both in absolute terms and in comparison to information on the reported pre-tax profit margins earned by certain other asset management firms.

 

27


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited) (continued)

 

Economies of Scale

The Trustees considered the information that had been provided regarding the Investment Adviser’s profitability. The Trustees also considered the breakpoints in the fee rate payable under the Management Agreement for the Fund at the following annual percentage rates of the average daily net assets of the Fund:

 

First $1 billion     0.62
Next $1 billion     0.59   
Next $3 billion     0.56   
Next $3 billion     0.55   
Over $8 billion     0.54   

The Trustees noted that the breakpoints were meant to share potential economies of scale, if any, with the Fund and its shareholders as assets under management reach those asset levels. The Trustees considered the amounts of assets in the Fund; the Fund’s recent share purchase and redemption activity; the information provided by the Investment Adviser relating to the costs of the services provided by the Investment Adviser and its affiliates and their realized profits; information comparing fee rates charged by the Investment Adviser with fee rates charged to other funds in the peer group; and the Investment Adviser’s undertaking to limit certain expenses of the Fund that exceed a specified level and Goldman Sachs’ undertaking to waive a portion of the distribution and service fees paid by the Fund’s Service Shares. Upon reviewing these matters at the Annual Meeting, the Trustees concluded that the fee breakpoints represented a means of assuring that benefits of scalability, if any, would be passed along to shareholders at the specified asset levels.

Other Benefits to the Investment Adviser and Its Affiliates

The Trustees also considered the other benefits derived by the Investment Adviser and its affiliates from their relationships with the Fund as stated above, including: (a) transfer agency fees received by Goldman Sachs; (b) brokerage and futures commissions earned by Goldman Sachs for executing securities and futures transactions on behalf of the Fund; (c) trading efficiencies resulting from aggregation of orders of the Fund with those for other funds or accounts managed by the Investment Adviser; (d) fees earned by Goldman Sachs Agency Lending (“GSAL”), an affiliate of the Investment Adviser, as securities lending agent (and fees earned by the Investment Adviser for managing the fund in which the Fund’s cash collateral is invested); (e) the Investment Adviser’s ability to leverage the infrastructure designed to service the Fund on behalf of its other clients; (f) the Investment Adviser’s ability to cross-market other products and services to Fund shareholders; (g) Goldman Sachs’ retention of certain fees as Fund Distributor; (h) the Investment Adviser’s ability to negotiate better pricing with custodians on behalf of its other clients, as a result of the relationship with the Fund; and (i) the possibility that the working relationship between the Investment Adviser and the Fund’s third party service providers may cause those service providers to be more likely to do business with other areas of Goldman Sachs. In the course of considering the foregoing, the Independent Trustees requested and received further information quantifying certain of these fall-out benefits. They also considered the benefits to GSAL and the Investment Adviser from the Fund’s securities lending program and observed that, although the benefits to GSAL and the Investment Adviser were meaningful, the benefits to the Fund from its participation in the program were greater, as measured by the revenue it received in connection with the program.

Other Benefits to the Fund and Its Shareholders

The Trustees also noted that the Fund receives certain potential benefits as a result of its relationship with the Investment Adviser, including: (a) trading efficiencies resulting from aggregation of orders of the Fund with those of other funds or accounts managed by the Investment Adviser; (b) enhanced servicing from vendors because of the volume of business generated by the Investment Adviser and its affiliates; (c) enhanced servicing from broker-dealers because of the volume of business generated by the Investment Adviser and its affiliates; (d) the Investment Adviser’s ability to negotiate favorable terms with derivatives counterparties on behalf of the Fund as a result of the size and reputation of the Goldman Sachs organization; (e) the Investment Adviser’s knowledge and experience gained from managing other accounts and products; (f) the Investment Adviser’s ability to hire and retain qualified personnel to provide services to the Fund because of the reputation of the Goldman Sachs organization; (g) the Fund’s access, through the Investment Adviser, to certain firmwide resources (e.g., proprietary risk management systems and databases), subject to certain restrictions; and (h) the Fund’s access to certain affiliated distribution channels. In addition, the Trustees noted the competitive nature of the mutual fund marketplace, and considered that many of the Fund’s shareholders invested in the Fund in part because of the Fund’s relationship with the Investment Adviser and that those shareholders have a general expectation that the relationship will continue.

 

28


GOLDMAN SACHS VARIABLE INSURANCE TRUST U.S. EQUITY INSIGHTS FUND

 

Statement Regarding Basis for Approval of Management Agreement (Unaudited) (continued)

 

Conclusion

In connection with their consideration of the Management Agreement, the Trustees gave weight to each of the factors described above, but did not identify any particular factor as controlling their decision. After deliberation and consideration of all of the information provided, including the factors described above, the Trustees concluded, in the exercise of their business judgment, that the management fees paid by the Fund were reasonable in light of the services provided to it by the Investment Adviser, the Investment Adviser’s costs and the Fund’s current and reasonably foreseeable asset levels. The Trustees unanimously concluded that the Investment Adviser’s continued management likely would benefit the Fund and its shareholders and that the Management Agreement should be approved and continued with respect to the Fund until June 30, 2015.

 

29


TRUSTEES   OFFICERS
Ashok N. Bakhru, Chairman   James A. McNamara, President

John P. Coblentz, Jr.

Diana M. Daniels

 

Scott M. McHugh, Principal Financial Officer

and Treasurer

Joseph P. LoRusso   Caroline L. Kraus, Secretary
Herbert J. Markley  
James A. McNamara  
Jessica Palmer  
Alan A. Shuch  
Richard P. Strubel  
Roy W. Templin  

GOLDMAN, SACHS & CO.

Distributor and Transfer Agent

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Investment Adviser

200 West Street, New York

New York 10282

Visit our web site at www.GSAMFUNDS.com to obtain the most recent month-end returns.

The reports concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, such as performance of the economy as a whole and of specific industry sectors, changes in the levels of interest rates, the impact of developing world events, and other factors that may influence the future performance of the Fund. Management believes these forward-looking statements to be reasonable, although they are inherently uncertain and difficult to predict. Actual events may cause adjustments in portfolio management strategies from those currently expected to be employed.

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities for the 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-621-2550; and (ii) on the Securities and Exchange Commission (“SEC”) web site at http://www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the SEC’s web site at http://www.sec.gov within 60 days after the Fund’s first and third fiscal quarters. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. and information on the operation of the Public Reference Room may also be obtained by calling 1-800-SEC-0330. Forms N-Q may be obtained upon request and without charge by calling 1-800-621-2550.

The website links provided are for your convenience only and are not an endorsement or recommendation by GSAM of any of these websites or the products or services offered. GSAM is not responsible for the accuracy and validity of the content of these websites.

Fund holdings and allocations shown are as of June 30, 2014 and may not be representative of future investments. Fund holdings should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. Current and future holdings are subject to risk.

References to indices, benchmarks or other measures of relative market performance over a specified period of time are provided for your information only and do not imply that the portfolio will achieve similar results. The index composition may not reflect the manner in which a portfolio is constructed. While an adviser seeks to design a portfolio which reflects appropriate risk and return features, portfolio characteristics may deviate from those of the benchmark.

The Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of Morgan Stanley Capital International Inc. (“MSCI”) and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”) and is licensed for use by Goldman Sachs. Neither MSCI, S&P nor any other party involved in making or compiling the GICS or any GICS classifications makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any of such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of their affiliates or any third party involved in making or compiling the GICS or any GICS classifications have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

The portfolio risk management process includes an effort to monitor and manage risk, but does not imply low risk.

Shares of the Goldman Sachs VIT Funds are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you may realize with respect to your investments. Ask your representative for more complete information. Please consider a fund’s objectives, risks and charges and expenses, and read the prospectus carefully before investing. The prospectus contains this and other information about the Fund.

This material is not authorized for distribution to prospective investors unless preceded or accompanied by a current Prospectus or summary prospectus, if applicable. Investors should consider a Fund’s objective, risks, and charges and expenses, and read the summary prospectus, if available, and/or the Prospectus carefully before investing or sending money. The summary prospectus, if available, and the Prospectus contain this and other information about a Fund and may be obtained from your Authorized Institution or from Goldman, Sachs & Co. by calling 1-800-621-2550.

This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman Sachs Variable Insurance Trust: Goldman Sachs U.S. Equity Insights Fund.

© 2014 Goldman Sachs. All rights reserved.

VITUSSAR-14/136462.MF.MED.TMPL/8/2014


ITEM 2. CODE OF ETHICS.

 

       The information required by this Item is only required in an annual report on this Form N-CSR

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

 

       The information required by this Item is only required in an annual report on this Form N-CSR

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

       The information required by this Item is only required in an annual report on this Form N-CSR


ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

 

ITEM 6. SCHEDULE OF INVESTMENTS

Schedule of Investments is included as part of the Reports to Shareholders filed under Item 1.

 

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

 

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

Not applicable.

 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

 

ITEM 11. CONTROLS AND PROCEDURES.

 

  (a) The registrant’s principal executive and principal financial officers or persons performing similar functions have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934, as amended.

 

  (b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting.

 

ITEM 12. EXHIBITS.


(a)(2)

   Exhibit 99.CERT   Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith

(b)

   Exhibit 99.906CERT   Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Goldman Sachs Variable Insurance Trust

  

/s/ James A. McNamara

  

By: James A. McNamara

  

Chief Executive Officer of

  

Goldman Sachs Variable Insurance Trust

  

Date: August 26, 2014

  

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/s/ James A. McNamara

  

By: James A. McNamara

  

Chief Executive Officer of

  

Goldman Sachs Variable Insurance Trust

  

Date: August 26, 2014

  

/s/ Scott McHugh

  

By: Scott McHugh

  

Chief Financial Officer of

  

Goldman Sachs Variable Insurance Trust

  

Date: August 26, 2014

  

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘N-CSRS’ Filing    Date    Other Filings
6/30/15
4/30/15
10/16/14
Filed on / Effective on:8/26/14
7/23/14
7/1/14
For Period End:6/30/14497,  497K,  N-MFP,  N-PX,  NSAR-A
4/30/14485BPOS,  497K,  N-MFP
4/25/14497K
4/14/14485BPOS,  497,  497K
4/1/14
3/31/1424F-2NT,  N-MFP,  N-Q
1/1/14
12/31/1324F-2NT,  N-CSR,  N-MFP,  NSAR-B
10/16/13485BPOS,  497,  497K,  N-CSRS/A
4/30/13485BPOS,  497K,  N-MFP
12/31/1224F-2NT,  497,  N-CSR,  N-MFP,  NSAR-B,  NSAR-B/A
4/16/12497K
12/22/10
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