To the Boards of Trustees and Shareholders of Goldman Sachs MLP and Energy Renaissance Fund and Goldman Sachs MLP Income Opportunities Fund:

In planning and performing our audits of the financial statements of the Goldman Sachs MLP and Energy Renaissance Fund and
Goldman Sachs MLP Income Opportunities Fund (collectively, referred to as the
Funds) as of and for the year ended November 30, 2015, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Funds internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Funds internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Funds internal control over financial reporting.

The management of the Funds is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A funds internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A funds internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and trustees of the fund; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a funds assets that could have a material effect on the financial statements.

Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are
subject to the risk that controls may
become inadequate because of changes
in conditions, or that the degree of
compliance with the policies or
procedures may deteriorate.

A deficiency in internal control over
financial reporting exists when the
design or operation of a control does
not allow management or employees,
in the normal course of performing
their assigned functions, to prevent
or detect misstatements on a timely
basis. A material weakness is a
deficiency, or a combination of
deficiencies, in internal control
over financial reporting, such that
there is a reasonable possibility
that a material misstatement of the
Funds annual or interim financial
statements will not be prevented or
detected on a timely basis.

Our consideration of the Funds internal
control over financial reporting was
for the limited purpose described in
the first paragraph and would not
necessarily disclose all deficiencies
in internal control over financial
reporting that might be material
weaknesses under standards
established by the
Public Company Accounting Oversight Board (United States). However,
we noted no deficiencies in
the Funds internal control
over financial reporting and
its operations, including
controls over safeguarding
securities that we consider
to be material weaknesses as
defined above as of
November 30, 2015.

This report is intended solely for
the information and use of the
Board of Trustees, management
and the Securities and Exchange Commission and is not intended to be and
should not be used by anyone
other than these specified parties.

PricewaterhouseCoopers LLP

Boston, Massachusetts
January 25, 2016

Sub-Item 77O: Transactions Effected Pursuant To Rule 10f-3

Name of Fund: Goldman Sachs MLP and Energy Renaissance Fund Name of Underwriter or Dealer Purchased From:
J.P. Morgan Securities LLC
Names of Underwriting Syndicate Members:
Goldman, Sachs & Co.; Barclays Capital Inc.; Citigroup Global Markets Inc.;
Credit Suisse Securities (USA) LLC;
Deutsche Bank Securities Inc.; J.P. Morgan Securities LLC; Merrill Lynch, Pierce, Fenner & Smith, Inc.; Morgan Stanley & Co. LLC; RBC Capital Markets, LLC; Wells Fargo Securities, LLC
Name of Issuer: Andarko Petroleum Corp

Title of Security:      ANADARKO PETROLEUM CORPORATION
Date of First Offering: 06/05/2015
Dollar Amount Purchased:        7,380,250

Number of Shares or Par Value of Bonds Purchased:
147,605
Price Per Unit: 50.00
Resolution Approved: Resolution approved at the October 13, 2015 Board Meeting.

Resolution adopted at the Meeting of the Board of Trustees on October 13, 2015:

RESOLVED, that, in reliance upon the written report provided by Goldman Sachs Asset Management, L.P. to the Trustees, all purchases made during the fiscal quarter ended August 31, 2015
by the Goldman Sachs MLP Income Opportunities Fund and the Goldman Sachs MLP and Energy Renaissance Fund of instruments during the existence of underwriting or selling syndicates, under circumstances where Goldman, Sachs & Co. or any of its affiliates is a member of the syndicate, were effected in compliance with the procedures adopted by the Trustees pursuant to Rule 10f-3 under the Investment Company Act of 1940, as amended.

Sub-Item 77Q1(a): Copies of Material Amendments to the Registrants
Declaration of Trust or By-laws

AMENDED AND RESTATED BY-LAWS
OF
GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND
(a Delaware Statutory Trust)

These By-laws of Goldman Sachs MLP and Energy Renaissance Fund,
a Delaware statutory trust, are subject to the Declaration of
Trust of the Trust dated August 14, 2014, as from time to time
amended, supplemented or restated (the Declaration of Trust).

Capitalized terms used herein and not herein defined have the same meanings as in the Declaration of Trust. In the event of any inconsistency between the terms hereof and the terms of the Declaration of Trust, the terms of the Declaration of Trust control.
ARTICLE I
OFFICES AND SEAL
Section 1.1 Principal Office. The principal executive office of the Trust, and such additional offices as the Board of Trustees or the officers of the Trust may establish, shall be located in such places as the Board of Trustees or the officers may, from time to time, determine.
Section 1.2 Delaware Office. The Board of Trustees shall establish a registered office in the State of Delaware and shall appoint as the Trusts registered agent for service of process in the State of Delaware an individual resident of
the State of Delaware or a Delaware corporation or a corporation
authorized to transact business in the State of Delaware; in each case the business office of such registered agent for service of process shall be identical with the registered Delaware office of the Trust.
Section 1.3 Seal. The Board of Trustees may adopt a seal for the Trust in such form and with such inscription as the Trustees determine. The seal may be used by causing it or a facsimile to be impressed or affixed or printed or otherwise reproduced. Any Trustee or officer of the Trust shall have authority to affix the seal of the Trust to any document requiring the same.
ARTICLE II
SHAREHOLDERS
Section 2.1 Annual Meetings. The Trust shall hold annual meetings of Shareholders to the extent required by the 1940 Act, the rules thereunder, or the exchange on which Shares are listed. Annual meetings of Shareholders shall be held at the principal executive office of the Trust or as otherwise determined by the Board of Trustees.
In the event that such a meeting is not held in any annual period if so required, whether the omission be by oversight or otherwise, a subsequent special meeting may be called by
the Trustees and held in lieu of such meeting with the same effect as if held within such annual period.
Section 2.2 Advance Notice of Shareholder Nominations
for Trustee and Other Shareholder Proposals.
(a) Shareholder Nominations for Trustee and Other Shareholder Proposals for Annual Meetings of Shareholders.
(i) Nominations of individuals for election to the Board of Trustees and the proposal of other business to be considered by the Shareholders may be made at an annual meeting of Shareholders only (1) pursuant to the Trusts notice of meeting (or any supplement thereto),
(2) by or at the direction of the Board of Trustees or any committee thereof or (3) by any Shareholder of the Trust who was a Shareholder of record both at the time of giving of notice by the Shareholder as provided for in this Section 2.2(a) and at the time of the annual meeting, who is entitled to vote at the meeting in the election of any individual so nominated or on any such other business and who has complied with this
Section 2.2(a). If the Shareholder ceases to be a holder of record of Shares of the Trust entitled to vote at such meeting on the nomination or proposal for which the Shareholder has provided notice prior to such meeting, the Shareholders proposal shall automatically be withdrawn from consideration at the meeting.
(ii) For nominations or other business to be properly brought before an annual meeting of Shareholders by a Shareholder pursuant to clause

of subsection (a)(i) of this Section 2.2, the Shareholder must have given timely notice thereof in writing to the Secretary of the Trust and such other proposed business must otherwise be a proper matter for action by the Shareholders. To be timely, a Shareholders notice shall set forth all information required under Section 2.2(b) and shall be delivered to the Secretary at the principal executive office of the Trust not earlier than the 150th day or later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding years annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the date of the preceding years annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of a postponement or adjournment of an annual meeting commence a new time period (or extend any time period) for the giving of a Shareholders notice as described above.
(b) Content of Advance Notice of Shareholder Nominations for Trustee and Other Shareholder Proposals.
(i) Such Shareholders notice shall set forth the following information:
(1) as to each individual whom the Shareholder proposes to nominate for election or reelection as a Trustee (each, a Proposed Nominee), (A) the name, age, date of birth, business address, residence address and nationality of each such Proposed Nominee, (B) whether such Shareholder believes the Proposed Nominee is, or is not, an interested person of the Trust (as defined in the 1940 Act), and, if not an interested person, information regarding the Proposed Nominee that will be sufficient for the Board of Trustees or any committee thereof or any authorized officer of the Trust to make such determination in the sole discretion of such Board, committee or authorized officer,
(C) sufficient information to enable the Governance and Nominating Committee of the Board of Trustees, or any other Committee of the Board as determined by the Trustees from time to time, to make the determination as to the Proposed Nominees qualifications required, and (D) the Proposed Nominees written, signed and notarized statement confirming the Proposed Nominees consent to being named in the proxy statement and intention to serve as a Trustee, if elected;
(2) as to any business other than the nomination of an individual for election or reelection as a Trustee that the Shareholder proposes to bring before the meeting, a description of the nature of the proposed matter to be considered by Shareholders stated with reasonable particularity, including the exact text of any proposal to be presented for adoption, the reasons for conducting such business at the meeting of Shareholders, a brief written statement of the reasons why the proposal is in the best interest of the Shareholders and any material interest in such business of such Shareholder and the beneficial owner, if any, on whose behalf the proposal is made;
(3) as to the Shareholder giving the notice, any Proposed Nominee and any Shareholder Associated Person (as defined in Section 2.4):
a. the class, series and number of any Shares of the Trust that are owned (beneficially or of record) by such Shareholder, Proposed Nominee or Shareholder Associated Person, the date on which such Shares were acquired and the investment intent of such acquisition and an explicit description of each Derivative Instrument (as defined in Section 2.4) which such Shareholder, Proposed Nominee or Shareholder Associated Person has entered into or is a party to or beneficiary of and the number, class and series to which such Derivative Instrument relates,
b. the nominee holder for, and number of, any Shares and the nominee holder for each Derivative Instrument owned beneficially but not of record by such Shareholder, Proposed Nominee or Shareholder Associated Person and evidence establishing such beneficial owners indirect ownership of, and, if applicable, entitlement to vote, such Shares or Derivative Instrument,
c. whether and the extent to which such Shareholder, Proposed Nominee or Shareholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, long position, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (1) manage risk or benefit from changes in the price of (x) Shares of the Trust or
(y) any combination of securities owned by the Trust that represent more than 30% of the value of the Trusts assets, as reported in the most recent schedule of investments filed by the Trust with the Commission or as the Trust otherwise makes publicly available (Portfolio Securities), for such Shareholder, Proposed Nominee or Shareholder Associated Person or (2) increase or decrease the voting power of such Shareholder, Proposed Nominee or Shareholder Associated Person in the Trust or any affiliate thereof (or, as applicable, in any issuer of any Portfolio Securities) disproportionately to such persons economic interest in Shares of the Trust (or, as applicable, the Portfolio Securities), and, if applicable, the number, class and series of Shares (or, as applicable, Portfolio Securities) to which such transaction, agreement, arrangement or understanding relates,
d. any economic interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the Trust), of such Shareholder, Proposed Nominee or Shareholder Associated Person, individually or in the aggregate, in the Trust, other than an interest arising from the ownership of Shares where such Shareholder, Proposed Nominee or Shareholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all Shareholders of such Shares or series or class of Shares,
e. a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among (i) the Shareholder and any Shareholder Associated Person and/or (ii) the Shareholder or any Shareholder Associated Person and any Proposed Nominee, and
f. a representation that the Shareholder is a holder of record of Shares of the Trust entitled to vote at such meeting on the nomination or proposal for which the Shareholder is providing notice, will remain such a Shareholder until such meeting, and intends to appear in person or by proxy at the meeting to propose such business or nomination.
(4) in the event that any Shareholder Associated Person has an interest or ownership referred to in clause
(3) of this paragraph (i) of this Section 2.2(b), as to the Shareholder giving the notice, such Shareholder Associated Person and any Proposed Nominee:
a. the name and address and telephone number of such Shareholder, as they appear on the Trusts share ledger, and the current name, business address, residence address and telephone number of such Shareholder, if different, each such Shareholder Associated Person and any Proposed Nominee,
b. all other information relating to such Shareholder and any such Shareholder Associated Person that would be required to be disclosed in the solicitation of proxies for election of Trustees in an election contest (even if an election contest is not involved), all other information relating to any Proposed Nominee that would be required to be disclosed in the solicitation of proxies for election of the Proposed Nominee in an election contest
(even if an election contest is not involved) and all other documents, materials or information relating to such Shareholder, each such Shareholder Associated Person and any Proposed Nominee that would otherwise be required in connection with any such solicitation, in each case, pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, and
c. the investment strategy or objective, if any, of such Shareholder and each such Shareholder Associated Person that is not an individual and a copy of the most recent prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such Shareholder and each such Shareholder Associated Person.
(5) to the extent known by the Shareholder giving the notice, the name and address of any other Shareholder supporting any Proposed Nominee or any other proposal of business on the date of such Shareholders notice; and
(6) a representation whether the Shareholder or the Shareholder Associated Person, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Trusts outstanding Shares required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies or votes from Shareholders in support of such proposal or nomination.
(ii) In addition to the information expressly required to be provided in a written notice pursuant to Sections 2.2(a) and 2.2(b) of these By-Laws, the Shareholder shall also provide such other information as the Board of Trustees may reasonably request in order to assess whether the matter is a proper matter for Shareholder consideration and determine a position with respect to such proposal. Furthermore, with respect to the requirements of this Section 2.2(b), the Board of Trustees may require any individual proposed for nomination to the Board of Trustees to furnish such other information as the Board of Trustees may reasonably require or deem necessary to determine the eligibility of such individual to serve as a Trustee. The foregoing notice requirements of Sections 2.2(a) and 2.2(b) shall be deemed satisfied by a Shareholder with respect to business other than a nomination if the Shareholder has notified the Trust of his, her or its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such Shareholders proposal has been included in a proxy statement that has been prepared by the Trust to solicit proxies for such annual meeting.
Section 2.3 Special Meetings.
Special meetings of Shareholders
shall be held only (i) as required by
the 1940 Act or other applicable federal law; or (ii) as otherwise determined by the Trustees, in their sole discretion. Special meetings of Shareholders shall be held at the principal executive office of the Trust or as otherwise determined by the Board of Trustees.
Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting
pursuant to the Trusts notice of meeting.
Nominations of individuals for election to the Board of Trustees may be made at a special meeting of Shareholders pursuant to the Trusts notice of meeting only (i) by or at the direction
of the Board of Trustees or any committee thereof, or (ii) in the event that the Trustees have determined to hold a special meeting for the election of Trustees, by any Shareholder of the Trust who is a Shareholder of record both at the time of giving of notice provided for this Section 2.3 and at the time of the special meeting, who is entitled to vote at the meeting in the election of any individual so nominated and who has complied with the notice procedures set forth in this Section 2.3. For nominations of individuals
for election as a Trustee to be properly brought before a special meeting, the nominating Shareholder must provide notice containing the information required by subsection
(b) of Section 2.2, which shall be delivered to the Secretary at the principal executive office of the Trust not earlier than the 150th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting commence a new time period (or extend any time period) for the giving of a Shareholders notice as described above.
Section 2.4 General. If information submitted pursuant to Section 2.2(b) by any Shareholder proposing a nominee for election as a Trustee or any proposal for any other business at any meeting of Shareholders shall be inaccurate in any material respect, such information may be deemed not to have been provided in accordance with Section 2.2(b). Any such Shareholder shall notify the Trust of any inaccuracy or change (within two business days of becoming aware of such inaccuracy or change) in any such information. Upon written request by the Secretary or the Board of Trustees or any committee thereof, any Shareholder proposing a nominee for election as a Trustee or any proposal for other business at a meeting of Shareholders shall provide, within five business days of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in the sole discretion of the Board of Trustees or any committee thereof or any authorized officer of the Trust, to demonstrate the accuracy of any information submitted by the Shareholder pursuant to Section 2.2(b) and (B) a written update of any information submitted by the Shareholder pursuant to Section 2.2(b) as of an earlier date. If a Shareholder fails to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with Section 2.2(b). Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act and the 1940 Act and any rules and regulations thereunder, only such individuals who are nominated in accordance with Section 2.2 and 2.3 shall be eligible for election as Trustees, and only such business shall be conducted at a meeting of Shareholders as shall have been brought before the meeting in accordance with Sections 2.2 and 2.3. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2.4 (including whether the Shareholder or Shareholder Associated Person, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies or votes in support of such Shareholders nominee or proposal in compliance with such Shareholders representation as required by clause (b)(i)(4) of Section 2.2) and (b) if any proposed nomination or business was not made or proposed in compliance with Section 2.2, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 2.4, unless otherwise required by law, if the Shareholder (or a qualified representative of the Shareholder) does not appear at the annual or special meeting of Shareholders of the Trust to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Trust. For purposes of this Section 2.4, to be considered a qualified representative of the Shareholder, a person must be a duly authorized officer, manager or partner of such Shareholder or must be authorized by a writing executed by such Shareholder or an electronic transmission delivered by such Shareholder to act for such Shareholder as proxy at the meeting of Shareholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of Shareholders. For purposes of Sections 2.2 and 2.3, public announcement shall mean disclosure
(i) in a press release reported by the Dow Jones News Service, Associated Press or comparable news service, (ii) or a Web site accessible to the public maintained by the Trust or its investment adviser or investment manager, or
(iii) in a document publicly filed by the Trust with the Commission pursuant to the Exchange Act or the 1940 Act. For purposes of Section 2.2 and 2.4, Shareholder Associated Person of any Shareholder shall mean (1) any person acting in concert with such Shareholder,
(2) any beneficial owner of Shares of the Trust owned of record or beneficially by such Shareholder (as defined in Rule 16a-1(a)(1), without reference to the proviso therein, Rule 16a-1(a)(2), Rule 16a-2 or any successor provisions, under the Exchange Act) other than a Shareholder that is a depositary, and
(3) any person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Shareholder. Notwithstanding the foregoing provisions of this Section 2, a Shareholder shall also comply with all applicable requirements of the Exchange Act and the 1940 Act and any rules and regulations thereunder with respect to the matters set forth in this Section 2; provided however, that any references in these By-Laws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 2
(including Sections 2.2(a)(i)(3) and 2.3 hereof), and compliance with Sections 2.2(a)(i)(3) and 2.3 shall be the exclusive means for a Shareholder to make nominations or submit other business (other than, as provided in the last sentence of Section 2.2(b)(ii)), business other than nominations brought properly under and in compliance with Rule 14a-8 of the Exchange Act, as may be amended from time to time).

Nothing in this Section 2 shall be deemed to affect any right of a Shareholder to request inclusion of a proposal in, nor the right of the Trust to omit a proposal from, the Trusts proxy statement pursuant to Rule 14a-8 (or any successor provision) under the
Exchange Act. Rule 14a-8 shall govern
exclusively the Trusts obligation to
include a Shareholder proposal in the
Trusts proxy statement. Nothing in
this Section 2 shall require disclosure
of revocable proxies received by the
Shareholder or Shareholder Associated Person pursuant to a solicitation of proxies
after the filing by a Shareholder of
an effective Schedule 14A under Section 14(a) of the Exchange Act.
Derivative Instrument shall mean any swap, short interest, option, warrant, convertible security,
stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to the price
of Shares of the Trust or with a value derived in whole
or in part from the value of Shares of the Trust (including any value derived in whole or in part from any decrease in the price of Shares of the Trust), whether or not such instrument or right shall be subject to settlement in Shares of the Trust or otherwise.
Section 2.5 Notice of Meetings. The Board of Trustees,
the Secretary, an Assistant Secretary or at the direction
of the Trustees any other officer or authorized person
shall call a meeting of Shareholders of the Trust by
giving written notice of the place, date and hour, and general nature of the business to be transacted at that meeting not less than ten (10) days (or such other number of days as the Board of Trustees shall determine in its sole discretion) and not more than one hundred twenty (120) days before the date of the meeting, to each Shareholder entitled to vote at such meeting. Notice of any meeting of Shareholders shall be (i) given either by hand delivery, overnight courier, telegram, facsimile, telex, telecopier, electronic mail or other electronic means or by mail, postage prepaid, and
(ii) given or addressed to the Shareholder at the address, facsimile number, e-mail address or other contact information of that Shareholder appearing on the books of the Trust or its transfer agent. Notice shall be deemed to have been given at the time when delivered personally, deposited in the mail or with an overnight courier or sent by telegram, facsimile, telex, telecopier, electronic mail or other means of communication. No notice of any meeting need be given to any Shareholder who attends such meeting in person or to any Shareholder who waives notice of such meeting (which waiver shall be filed with the records of such meeting), whether before or after the time of the meeting. In the absence of fraud, any irregularities in the notice of any meeting or the nonreceipt of any such notice by any of the Shareholders shall not invalidate any action otherwise properly taken at any such meeting.
Section 2.6 Postponement and
Adjournment. Prior to the date
upon which any meeting of
Shareholders is to be held,
the Board of Trustees may
postpone such meeting one or
more times for any reason by
giving, within a reasonable period
of time prior to such meeting,
notice to each Shareholder
entitled to vote at the meeting so
postponed of the place, date and hour
at which such meeting will be held.
Such notice shall be given not fewer than two (2) days before the date of such meeting and otherwise in accordance with Section 2.5. Any Shareholders meeting, whether or not a quorum is present, may be adjourned by the chairman of the meeting or a vote of the Shareholders in accordance with the provisions of these By-laws. No notice of adjournment of a meeting to another time or place need be given to Shareholders. Any adjourned meeting may be held at such time and place as determined by the Board of Trustees or by the chairman of the meeting or the officers of the Trust or other authorized persons pursuant to delegated authority form the Board of Trustees in the sole discretion of such Board of Trustees, chairman, officers or authorized persons and announced at the meeting. Any business that might have been transacted at the original meeting may be transacted at any adjourned meeting. If, after a postponement or adjournment, a new record date is fixed for the postponed or adjourned meeting, the Secretary or an Assistant Secretary shall give notice of the postponed or adjourned meeting to Shareholders of record entitled to vote at such meeting. If a quorum is present with respect to any one or more proposals, the chairman of the meeting may, but shall not be required to, cause a vote to be taken with respect to any such proposal or proposals which vote can be certified as final and effective notwithstanding the adjournment of the meeting with respect to any other proposal or proposals.
Section 2.7 Voting Proxies. At all
meetings of the Shareholders, every
Shareholder of record entitled to vote
thereat shall be entitled to vote either in person or by proxy, which term shall include proxies provided by such Shareholder, or his or her duly authorized attorney, through written, electronic, telephonic, computerized, facsimile, telecommunications, telex or by any other form of communication, each pursuant to such voting procedures and through such systems as are authorized by the Board of Trustees or any officer of the Trust. Notwithstanding the foregoing, if a proposal is submitted to a vote of the Shareholders of any series or class
by anyone other than the officers or Trustees, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, Shares may be voted only in person or by written proxy. Proxies may be solicited in the name of one or more Trustees or one or more officers of the Trust.
Unless the proxy provides otherwise,
it shall not be valid for more than
eleven (11) months from the date of
the proxy. All proxies shall be delivered to the Secretary or other person
responsible for recording the
proceedings before being voted.
A valid proxy which does not state
that it is irrevocable shall continue
in full force and effect unless
(i) revoked by the person executing it before the vote pursuant to that proxy is taken (a) by a writing delivered to the Trust stating that the proxy is revoked,
(b) by a subsequent proxy executed by such person,
(c) attendance at the meeting and voting in person by the person executing that proxy, or (d) revocation by such person using any electronic, telephonic, computerized or other alternative means authorized by the Trustees for authorizing the proxy to act; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Trust before the vote pursuant to that proxy is counted. Unless revoked, any proxy given in connection with a postponed or adjourned meeting for which a new record date is fixed shall continue to be valid so long as the Shareholder giving such proxy is a Shareholder of record on such new such record date. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of such proxy the Trust receives a specific written notice to the contrary from any one of them in which case such proxy shall not be valid and no vote shall be received in respect of such Shares unless all persons holding such Shares shall agree on their manner of voting. Unless otherwise specifically limited by their terms, proxies shall entitle the Shareholder to vote at any adjournment of a Shareholders meeting.
Section 2.8
Concerning Validity of Proxies, Ballots, Etc. At every meeting of the Shareholders, all proxies shall be received and taken in charge of and all ballots shall be received and canvassed by the secretary of the meeting, who shall decide all questions touching the qualification of voters, the validity of proxies, and the acceptance or rejection of votes, unless inspectors of election shall have been appointed as provided
below in this section, in which event
such inspectors of election shall
decide all such questions.
Notwithstanding the foregoing,
any election for Trustees must
be by ballot if demanded by any
Shareholder before the voting has begun. A proxy purporting to be executed by or
on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving
invalidity shall rest on the challenger.
Subject to the provisions of the Delaware Act, the Declaration of Trust, or these By-laws, the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, shall govern all matters concerning the giving, voting or validity of proxies, as if the Trust were a Delaware corporation and the Shareholders were stockholders of a Delaware corporation. At any election of Trustees, the Board
of Trustees prior thereto may, or,
if they have not so acted, the chairman
of the meeting may, appoint one or more
inspectors of election who shall first
subscribe an oath or affirmation to
execute faithfully the duties of
inspector at such election with strict
impartiality and according to the best
of their ability, and shall after the
election make a certificate of the
result of the vote taken.
No candidate for the office of
Trustee shall be appointed as
an inspector.
The chairman of the meeting
may cause a vote by ballot to be taken
upon any election or matter.
Section 2.9 Organization.
At every meeting of Shareholders,
the Chairman of the Board or,
in his or her absence, the President or, in his or her absence, a Vice President or, in the absence of any of the foregoing officers, any other officer of the Trust, shall act as chairman of the meeting. At every meeting of Shareholders, the Secretary or, in his or her absence, an Assistant Secretary, or, in the absence of either of the foregoing officers, a secretary of the meeting
chosen by the chairman shall act as secretary. Subject to these By-laws, the Board
of Trustees of the Trust shall be
entitled to make such rules and
regulations for the conduct of
meetings of Shareholders as it shall
deem necessary, appropriate or
convenient, and, subject to these
By-laws and such rules and regulations
of the Board of Trustees, if any,
the chairman of any meeting of the
Shareholders shall determine the
order of business and the procedures
for conduct of business at the meeting,
including regulation of the manner of
voting, the conduct of discussion,
the appointment of inspectors,
the adjournment of the meeting,
and the determination of all
questions relating to the
qualifications of voters,
the validity of proxies, and
the acceptance or rejection
of votes.
Section 2.10 Record Date.
The Trustees may from time to
time fix in advance a date of any
Shareholders meeting or the date
for the payment of any dividends
or other distributions, or the
date for the allotment of rights,
or the date when any change or
conversion or exchange of Shares
shall go into effect as a record
date for the determination of the
Shareholders entitled to notice of,
and to vote at, any such meeting,
or entitled to receive payment of
such dividend or other distribution,
or to receive any such allotment of rights, or to exercise such rights in respect of any such change, conversion or exchange of Shares. In addition, the Trustees may from time to time close the transfer books for such period, not exceeding thirty (30) days, as the Trustees may determine, in accordance with the provisions of the Declaration of Trust. Unless otherwise required by law, the
Declaration of Trust or these By-Laws,
the Trustees are not required to fix a
new record date for an adjourned meeting.
Without fixing a record date for a meeting, the Trustees may for voting and notice purposes close the register or transfer books for any class or series of Shares for all or any part of the period between the earliest date on which a record date for such meeting could be set in accordance herewith and the date of such meeting. If the Trustees do not so fix a record date or close the register or
transfer books of the affected Shares,
the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be 5:00 p.m., Eastern Time, on the business day next preceding the day on which notice is given or, if notice is waived, at 5:00 p.m., Eastern Time,
on the business day next preceding the
day on which the meeting is held.
Section 2.11 Voting Power. Notwithstanding any other provision of these By-laws, on any matters submitted to a vote of the
Shareholders, all Shares of the Trust
then entitled to vote shall be voted in
aggregate, except: (a) for the election of or removal of Trustees to the extent and as provided in the Declaration of Trust;
(b) when required by the 1940 Act, Shares shall be voted by individual series or class; and (c) when the matter involves any action that the Trustees have determined will affect only the interests of one or more series, then only Shareholders of such series shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of Shareholders, on any matter submitted to a vote of Shareholders, each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in these By-Laws. Until Shares of a series or class thereof are issued, as to that series or class the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, the Declaration of Trust or these By-Laws. On any matter other than election of Trustees, any Shareholder may vote part of the Shares in favor of the proposal and refrain from voting the remaining Shares or vote them against the proposal, but if the Shareholder fails to specify the number of Shares which the Shareholder is voting affirmatively, it will be conclusively presumed that the Shareholders approving vote is with respect to all of the Shares that such Shareholder is entitled to vote on such proposal.
Section 2.12 Quorum; Required Vote.
Except when a larger quorum is required by federal law, including the 1940 Act, the presence in person or by proxy of
Shareholders owning Shares representing
a majority or more of the total combined votes of all Shares of each series or
class, or of the Trust, as applicable,
entitled to vote shall be a quorum for
the transaction of business at a
Shareholders meeting with respect
to such series or class or with
respect to the entire Trust, respectively.
Any lesser number shall be sufficient for adjournments. Unless a different vote is required by statute, including the 1940 Act, or by the Declaration of Trust, at all meetings of the Shareholders, a quorum being present, all matters, including the election of Trustees, shall be decided by a majority of the Shares outstanding and entitled to vote thereon present in person or by proxy; provided, that if the Declaration of Trust, these By-laws or applicable federal law permits or requires that Shares be voted on any matter by individual series or classes, then a majority of the Shares of such series or class outstanding and entitled to vote present in person or by proxy shall decide that matter insofar as that series or class is concerned.
Section 2.13 Abstentions and Broker
Non-Votes. Abstentions and broker non-votes will be included for purposes of determining whether a quorum is present at a Shareholders meeting. Abstentions will be treated as Shares that are present and entitled to vote for purposes of determining the number of Shares that are present and entitled to vote with respect to any particular
proposal, but will not be treated as
a vote cast in favor of such proposal.
Broker non-votes will be treated as
Shares that are present for purposes
of determining the number of Shares
that are present with respect to any
particular proposal, but will not
be treated as Shares entitled to
vote for such proposal or as votes
cast in favor of such proposal.
Abstentions and broker non-votes,
therefore, will have no effect on
proposals that require a plurality
or majority of votes cast for
approval, but will have the same
effect as a vote against on proposals
requiring a majority or other
specified percentage of outstanding
voting securities for approval. With
respect to matters to be decided by a
majority of the Shares outstanding,
entitled to vote and present in person
or by proxy at the meeting, broker
non-votes will have no effect on such
matters, but abstentions with have
the same effect as a vote against.
Section 2.14 Application of this
Article. Meetings of Shareholders
shall consist of Shareholders of
any series or class thereof or of all
Shareholders and this Article shall
be construed accordingly.
ARTICLE III
BOARD OF TRUSTEES
Section 3.1 Regular Meetings.
Regular meetings of the Board of
Trustees shall be at such time and
place as shall be fixed by the
Trustees. Such regular meetings
may be held without notice.
Section 3.2 Special Meetings.
Special meetings of the Board of
Trustees or any committee for any
purpose
or purposes shall be held whenever
and wherever ordered by the Chairman
of the Board, the President or by any
one of the Trustees.
Section 3.3 Meetings by Telephone;
Proxies. Subject to any applicable
requirements of federal law, including
the 1940 Act, (i) any meeting,
regular or special, of the Board
of Trustees (or any committee) may
be held by conference telephone or
similar communications equipment,
by means of which all persons
participating in the meeting can
hear each other at the same time,
and participation by such means
shall constitute presence in person
at a meeting and (ii) at all
meetings of the Trustees, every
Trustee shall be entitled to vote
by proxy, provided that such proxy shall, before or after such meeting,
be delivered to the Secretary or
other person responsible for recording
the proceedings of such meeting.
To the extent permitted by federal law,
including the 1940 Act, a Trustee may
provide any proxy through written,
electronic, telephonic, computerized,
facsimile, telecommunications,
telex or by any other form of
communication.
Section 3.4 Notice. Subject to any
applicable requirements of federal law,
including the 1940 Act and except as
otherwise provided, notice of any regular meetings need not be given. Special meetings shall be held whenever called by the President, the Chairman of the Board or by any one of the Trustees, at the time being in office. Notice of special meetings shall be given by the Secretary or an Assistant Secretary to each Trustee or by the officer or Trustee calling the meeting, by telephone, cable, wireless, facsimile, e-mail or other electronic mechanism to each Trustee at his or her business address (or such other location designated by the Trustee to an officer of the Trust), or personally delivered to him at least one day before the meeting. Notwithstanding the foregoing, notice may be given by any such electronic mechanism or by personal delivery at any time before the meeting, provided that
(a) the Trustee or officer calling the meeting shall have made a good faith determination that the subject of the meeting is sufficiently urgent to require expedited notice;
(b) such determination shall be ratified by the unanimous vote of the Trustees participating in the meeting; and
(c) each Trustee is afforded the opportunity to participate in such meeting by conference telephone or similar communications equipment as provided in Section 3.3.
Section 3.5 Waiver of Notice. No notice of any meeting need be given to any Trustee who attends such meeting in person or to any Trustee who waives notice of such meeting in writing (which waiver shall be filed with the records of such meeting), whether before or after the time of the meeting. Any written consent or waiver may be provided and delivered to the Trust by mail, overnight courier, telegram, facsimile, telex, telecopier, electronic mail or other electronic means. A notice or waiver of notice need not specify the purpose of any meeting.
Section 3.6 Quorum and
Voting. At all meetings of the
Board of Trustees the presence
of a majority or more of the
number of Trustees then in
office shall constitute a quorum
for the transaction of business.
In the absence of a quorum, a
majority of the Trustees present
may adjourn the meeting, from
time to time, until a quorum shall
be present. Subject to the
requirements of the 1940 Act,
the Trustees shall act by the
requisite vote at a meeting duly
called (including a meeting by telephonic or other electronic means) at which a
quorum is present of a majority of the
Trustees without a meeting.
Section 3.7 Action Without a Meeting.
Except as otherwise provided under federal law, including the 1940 Act, or the Declaration of Trust, any action required or permitted to be taken at any meeting of the Board of Trustees may be taken without a meeting if written consents thereto are signed by a majority of the Trustees. Except as otherwise provided under federal law, including the 1940 Act, any such written consent may be given by telegram, facsimile, telex, telecopier,
electronic mail or similar electronic
means. Copies of such written consents
shall be filed with the minutes of the
proceedings of the Board of Trustees.
Such consents shall be treated for
all purposes as a vote taken at a
meeting of the Trustees. If any
action is so taken by the Trustees
by the written consent of less than
all of the Trustees, prompt notice
of the taking of such action shall
be furnished to each Trustee who did
not execute such written consent,
provided that the effectiveness of such
action shall not be impaired by any
delay or failure to furnish such notice.
Section 3.8 Powers and Duties of
the Chairman. The Trustees may, but
need not, appoint from among their
number a Chairman of the Board. When
present he or she may preside at the
meetings of the Shareholders and of
the Trustees. He or she may call
meetings of the Trustees and of
any committee thereof whenever he or
she deems it necessary.

ARTICLE IV
COMMITTEES AND ADVISORY BOARD
Section 4.1 Establishment of Committees.
The Board of Trustees may designate one or more committees of the Trustees. The Trustees shall determine the number of members of each committee and its powers and shall appoint its members. Each such committee shall have such powers and perform such duties as may be assigned to it from time to time by the Board of Trustees, but shall not exercise any power that under federal law, including the 1940 Act, may lawfully be exercised only by the Board of Trustees.
Section 4.2 Proceedings, Quorum and Manner of Acting. In the absence of an appropriate resolution of the Board of Trustees, any committee may adopt such rules and
regulations governing its proceedings,
quorum and manner of acting as it
shall deem proper and desirable.
In the absence of any member of
any such committee, the members
thereof present at any meeting,
whether or not they constitute a
quorum, may appoint a member of
the Board of Trustees to act in
the place of such absent member
in accordance with applicable law.
Section 4.3 Advisory Board.
The Trustees may appoint an Advisory
Board having one or more members.
Members of such Advisory Board shall
not be Trustees, officers, employees
of Goldman Sachs Asset Management
(the Investment Adviser) or
employees of an affiliate of the
Investment Adviser and need not be Shareholders.
A member of such Advisory Board shall
hold office for such period as the Trustees may determine and may resign therefrom by a written instrument signed by him or her which shall take effect upon its delivery to the Trustees.
The Advisory Board shall have no legal powers and shall not perform the functions of Trustees, such Advisory Board being intended merely to act in an advisory capacity. Such Advisory Board shall meet at such times and upon such notice as the Trustees may provide. Subject to any applicable provisions of the Declaration, the compensation of members of the Advisory Board shall be fixed from time to time by the Trustees.

ARTICLE V
TRUST OFFICERS
Section 5.1 General. The officers of the Trust shall include a President, a Secretary and a Treasurer, a Chief Compliance Officer and a Principal Financial Officer. The Trustees may elect such other officers or agents as the business of the Trust may require, including, without limitation, one or more Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. No such officer need be a Trustee or a Shareholder. The Trustees may delegate to any officer or committee the power to appoint any subordinate officers or agents. Officers of the Trust shall have the power to grant, issue, execute, or sign such powers of attorney, proxies, certifications or other documents as may be deemed advisable or necessary in furtherance of the interests of the Trust or any series thereof.
Section 5.2 Election, Term of Office and Qualifications. The Trustees shall elect the officers of the Trust. Each officer elected by the Trustees shall hold office at the pleasure of the Board of Trustees until his or her successor shall have been elected and qualified or until his or her earlier death, inability to serve, removal or resignation. Any person may hold one or more offices of the Trust except that the President may not hold the office of Vice President, the Secretary may not hold the office of Assistant Secretary, and the Treasurer may not hold the office of Assistant Treasurer; provided further that a person who holds more than one office may not act in more than one capacity to execute, acknowledge or verify an instrument required by law to be executed, verified or acknowledged by more than one officer.
Section 5.3 Resignation. Any officer may resign his or her office at any time by delivering
a written resignation to the Board of Trustees, the Chairman of the Board, the President, the Secretary, or any Assistant Secretary.
Unless otherwise specified therein, such resignation shall take effect upon delivery.
Any resignation is without prejudice to the rights, if any, of the Trust under
any contract to which the officer is a party.
Section 5.4 Removal. Any officer may be removed from office with or without cause by the Board of Trustees. In addition, any officer or agent hereof may be removed,
either with or without cause, by any
officer upon whom such power of removal
shall have been conferred by the Board
of Trustees.
Section 5.5 Vacancies and Newly
Created Offices. Whenever a vacancy
shall occur in any office or if any
new office is created, the Trustees
may fill such vacancy or new office.
ARTICLE VI
EXECUTION OF INSTRUMENTS
Section 6.1 General. All deeds,
documents, transfers, contracts,
agreements and other instruments
requiring execution by the Trust shall be signed by the President, any Vice President, the Treasurer or Secretary or an Assistant Treasurer or an Assistant Secretary, or as the Board of Trustees may otherwise, from time to time, authorize. Any such
authorization may be general or confined to specific instances.
ARTICLE VII
MISCELLANEOUS
Section 7.1 Notices. Any and all
notices to which any Shareholder
hereunder may be entitled and any
and all communications shall be
deemed duly served or given if mailed,
postage prepaid, addressed to any
Shareholder of record at his last
known address as recorded on the
applicable register of the Trust.
Section 7.2 Waiver of Notice.
Whenever any notice is permitted or
required to be given by these By-laws
or the Declaration of Trust or the laws of the State of Delaware, a waiver thereof provided or delivered to the Trust by mail, overnight courier, telegram, facsimile, telex, telecopier, electronic mail or other electronic means by the person or persons entitled to said notice, whether before or after the time such notice was to be given, shall be deemed equivalent thereto.
Section 7.3 Writings. Notwithstanding any provision in the Declaration of Trust to the contrary, any notice, proxy, vote, consent, instrument or writing of any kind or any signature referenced in , or contemplated by, the Declaration of Trust or these By-Laws may, in the sole discretion of the Trustees, be given, granted or otherwise delivered by electronic transmission (within the meaning of the Delaware Act), including via the internet, or in any other manner permitted by applicable law.