As filed with the Securities and Exchange Commission on December 29, 2005
1933 Act Registration No. 33-17619
1940 Act Registration No. 811-5349
 
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
 
Form N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 ( X )
Post-Effective Amendment No. 114 ( X )
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 ( X )
Amendment No. 115 ( X )
(Check appropriate box or boxes)
 
GOLDMAN SACHS TRUST
(Exact name of registrant as specified in charter)
71 South Wacker Drive, Suite 500
Chicago, Illinois 60606
(Address of principal executive offices)
Registrant’s Telephone Number,
including Area Code 312-655-4400
 
     
Howard B. Surloff, Esq.
Goldman, Sachs & Co.
One New York Plaza — 37 th Floor
New York, New York 10004
  Copies to:
Jeffrey A. Dalke, Esq.
Drinker Biddle & Reath LLP
One Logan Square
18 th and Cherry Streets
Philadelphia, PA 19103
(Name and address of agent for service)
   

 


 

It is proposed that this filing will become effective (check appropriate box)
þ   Immediately upon filing pursuant to paragraph (b)
o   On (date) pursuant to paragraph (b)
o   60 days after filing pursuant to paragraph (a)(1)
o   On (date) pursuant to paragraph (a)(1)
o   75 days after filing pursuant to paragraph (a)(2) of rule 485
o   On (date) pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
o   this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
 
 

 


 

Prospectus
  Class A, B
and C Shares
 
  December 29, 2005

 GOLDMAN SACHS STRUCTURED EQUITY FUNDS
     
(GRAPHIC)
  n  Goldman Sachs Structured Large Cap Value Fund

n
 Goldman Sachs Structured U.S. Equity Fund

n
 Goldman Sachs Structured Large Cap Growth Fund

n
 Goldman Sachs Structured Small Cap Equity Fund

n
 Goldman Sachs Structured International Equity Fund

 
  THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
 
  AN INVESTMENT IN A FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN A FUND INVOLVES INVESTMENT RISKS, AND YOU MAY LOSE MONEY IN A FUND.
 
(GOLDMAN SACHS LOGO)


 

         

NOT FDIC-INSURED   May Lose Value   No Bank Guarantee


 

 
  General Investment
Management Approach
 
  Goldman Sachs Asset Management, L.P. (“GSAM ® ”) serves as investment adviser to the Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Equity, and Structured International Equity Funds. GSAM is referred to in this Prospectus as the “Investment Adviser.”

   QUANTITATIVE STYLE FUNDS   

  GSAM’s Quantitative Investment Philosophy:
  GSAM’s quantitative style of funds management emphasizes the three building blocks of active management: stock selection , portfolio construction and efficient implementation.

   GOLDMAN SACHS STRUCTURED FUNDS   

  Step 1: Stock Selection
  We attempt to forecast expected returns on approximately 8,500 stocks on a daily basis using proprietary CORE SM (“Computer-Optimized, Research-Enhanced”) models developed by the Quantitative Equity (“QE”) team. These quantitative models are based on six investment themes—Valuation, Momentum, Analyst Sentiment, Profitability, Earnings Quality, and Management Impact. The Valuation theme attempts to capture potential mispricings of securities, by comparing a measure of the company’s intrinsic value to its market value. The Momentum theme attempts to measure the company’s past market performance and expected future financial performance. The Analyst Sentiment theme looks at how Wall Street analysts’ views about a company’s earnings and prospects are changing over time. The Profitability theme assesses whether the company has good profit margins and operating efficiency, while the Earnings Quality theme evaluates what percentage of the company’s earnings are coming from more persistent, cash-based sources, as opposed to accruals. Finally, the Management Impact theme assesses the company management’s financing/investing strategy and behavior.
 
  Step 2: Portfolio Construction
  A proprietary risk model, which attempts to identify and measure the comparative risks between equity investments as accurately as possible, includes all the above factors used in the return model, as well as several other factors associated with risk but not return. In this process, the Investment Adviser seeks to manage risk by overweighting stocks with positive characteristics identified in the risk model and underweighting stocks with negative characteristics relative to their benchmark

 
1


 

  weights, while maintaining other characteristics such as size and sector weights close to the benchmark. A computer optimizer evaluates many different security combinations (considering many possible weightings) in an effort to construct the most efficient risk/return portfolio given each Structured Fund’s benchmark.
 
  Step 3: Efficient Implementation
  The portfolio management team considers transaction costs at each step of the investment process. The team incorporates expected portfolio turnover when assigning weights to the variables of the multifactor model. The team also factors expected execution costs into portfolio construction and evaluates multiple trading options. The team then selects the trading strategy it believes will minimize the total transaction costs to the Fund.
 
 
  Goldman Sachs Structured Funds are fully invested, broadly diversified and offer consistent overall portfolio characteristics. They may serve as good foundations on which to build a portfolio.


  References in this Prospectus to a Fund’s benchmark are for informational purposes only, and unless otherwise noted are not an indication of how a particular Fund is managed.

   GOLDMAN SACHS STRUCTURED INTERNATIONAL EQUITY FUND   

  The Goldman Sachs Structured International Equity Fund is a joined effort by the QE and Quantitative Strategies (“QS”) teams that is designed to invest in international markets and seeks to add value from diversified sources of return—tactical country/currency allocations and individual stock positions.
 
  In addition to Steps 1 through 3 above, the Structured International Equity Fund employs top-down global country selection. The QS team attempts to forecast returns to 21 stock markets and 9 currencies on a daily basis. Country/ currency return forecasts are determined using models developed by the QS team and are based on five investment themes: Valuation, Momentum, Risk Premium, Fund Flows and Macro. The Valuation theme favors equity and currency markets which appear cheap relative to accounting measures of value and purchasing power. The Momentum theme favors countries and currencies that have had strong recent outperformance. The Risk Premium theme evaluates whether a country is overcompensating investors for political and financial risk, while the Fund Flows theme evaluates the strength of capital market inflows. Finally, the Macro theme assesses a market’s interest rate environment and growth prospects.

 
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GENERAL INVESTMENT MANAGEMENT APPROACH

  By combining two uncorrelated sources of expected excess returns (international stock selection and country/ currency allocation), we seek to create a portfolio that looks similar to the Fund’s benchmark, but is believed by the Investment Adviser to be positioned to outperform through tactical country and currency allocations and underlying stock selection. Sector weights are very similar to those in the benchmark, but we take international country and currency over- and under-weights and other small, diversified stock positions to seek to achieve positive excess returns relative to the benchmark.
 
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  Fund Investment Objectives
and Strategies
 
  Goldman Sachs
Structured Large Cap Value Fund
     
FUND FACTS

Objective:
  Long-term growth of capital and dividend income
Benchmark:
  Russell 1000 ® Value Index
Investment Focus:
  Diversified portfolio of equity investments in large-cap U.S. issuers selling at low to modest valuations
Investment Style:
  Quantitative, applied to large-cap value stocks
Symbols:
  Class A: GCVAX; Class B: GCVBX; Class C: GCVCX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital and dividend income. The Fund seeks this objective through a broadly diversified portfolio of equity investments in large-cap U.S. issuers that are selling at low to modest valuations relative to general market measures, such as earnings, book value and other fundamental accounting measures, and that are expected to have favorable prospects for capital appreciation and/or dividend-paying ability.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in large-cap U.S. issuers, including foreign issuers that are traded in the United States.* However, it is currently anticipated that, under normal circumstances, the Fund will invest at least 95% of its Net Assets in such equity investments. These issuers will have public stock market capitalizations (based upon shares available for trading on
*   To the extent required by Securities and Exchange Commission (“SEC”) regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.

 
4


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

an unrestricted basis) similar to that of the range of the market capitalizations of companies constituting the Russell 1000 ® Value Index at the time of investment. If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The Fund is not required to limit its investments to securities in the Russell 1000 ® Value Index. The capitalization range of the Russell 1000 ® Value Index is currently between $613 million and $377 billion.

  The Fund’s investments are selected using both a variety of quantitative techniques and fundamental research in seeking to maximize the Fund’s expected return, while maintaining risk, style, capitalization and industry characteristics similar to the Russell 1000 ® Value Index. The Fund seeks a portfolio consisting of companies with above average capitalizations and low to moderate valuations as measured by price/earnings ratios, book value and other fundamental accounting measures.
 
  Other.  The Fund’s investments in fixed-income securities are limited to securities that are considered cash equivalents.

 
5


 

 
  Goldman Sachs
Structured U.S. Equity Fund
     
FUND FACTS

Objective:
  Long-term growth of capital and dividend income
Benchmark:
  S&P 500 ® Index
Investment Focus:
  Large-cap U.S. equity investments
Investment Style:
  Quantitative, applied to large-cap growth and value (blend) stocks
Symbols:
  Class A: GSSQX; Class B: GSSBX; Class C: GSUSX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital and dividend income. The Fund seeks this objective through a broadly diversified portfolio of large-cap and blue chip equity investments representing all major sectors of the U.S. economy.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 90% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in a diversified portfolio of equity investments in U.S. issuers, including foreign companies that are traded in the United States.* However, it is currently anticipated that, under normal circumstances, the Fund will invest at least 95% of its Net Assets in such equity investments.
 
  The Fund’s investments are selected using both a variety of quantitative techniques and fundamental research in seeking to maximize the Fund’s expected return, while maintaining risk, style, capitalization and industry characteristics similar to the S&P 500 ® Index. The Fund seeks a broad representation in most major sectors of the U.S. economy and a portfolio consisting of companies with average long-term earnings growth expectations and dividend yields. The Fund is not required to limit its investments to securities in the S&P 500 ® Index.
 
  Other.  The Fund’s investments in fixed-income securities are limited to securities that are considered cash equivalents.

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its Total Assets in the particular type of investment suggested by its name.
 
6


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Structured Large Cap Growth Fund
     
FUND FACTS

Objective:
  Long-term growth of capital; dividend income is a secondary consideration
Benchmark:
  Russell 1000 ® Growth Index
Investment Focus:
  Large-cap, growth-oriented U.S. equity investments
Investment Style:
  Quantitative, applied to large-cap growth stocks
Symbols:
  Class A; GLCGX; Class B: GCLCX; Class C: GLCCX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital. The Fund seeks this objective through a broadly diversified portfolio of equity investments in large-cap U.S. issuers that are expected to have better prospects for earnings growth than the growth rate of the general domestic economy. Dividend income is a secondary consideration.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) in a broadly diversified portfolio of equity investments in large-cap U.S. issuers, including foreign issuers that are traded in the United States.* However, it is currently anticipated that, under normal circumstances, the Fund will invest at least 95% of its Net Assets in such equity investments. These issuers will have public stock market capitalizations (based upon shares available for trading on an unrestricted basis) similar to that of the Russell 1000 ® Growth Index at the time of investment. If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The Fund is not required to limit its investments to securities in the Russell 1000 ® Growth Index. The capitalization range of the Russell 1000 ® Growth Index is currently between $914 million and $377 billion.
 
  The Investment Adviser emphasizes a company’s growth prospects in analyzing equity investments to be purchased by the Fund. The Fund’s investments are selected using both a variety of quantitative techniques and fundamental research in seeking to maximize the Fund’s expected return, while maintaining risk, style, capitalization and industry characteristics similar to the Russell 1000 ® Growth Index. The Fund seeks a portfolio consisting of companies with above average capitalizations and earnings growth expectations and below average dividend yields.
 
  Other.  The Fund’s investments in fixed-income securities are limited to securities that are considered cash equivalents.

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
7


 

 
  Goldman Sachs
Structured Small Cap Equity Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  Russell 2000 ® Index
Investment Focus:
  Equity investments in small-cap U.S. companies
Investment Style:
  Quantitative, applied to small-cap growth and value (blend) stocks
Symbols:
  Class A: GCSAX; Class B: GCSBX; Class C: GCSCX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital. The Fund seeks this objective through a broadly diversified portfolio of equity investments in U.S. issuers.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) in a broadly diversified portfolio of equity investments in small-cap U.S. issuers, including foreign issuers that are traded in the United States.* However, it is currently anticipated that, under normal circumstances, the Fund will invest at least 95% of its Net Assets in such equity investments. These issuers will have public stock market capitalizations (based upon shares available for trading on an unrestricted basis) similar to that of the range of the market capitalizations of companies constituting the Russell 2000 ® Index at the time of investment. The Fund is not required to limit its investments to securities in the Russell 2000 ® Index. In addition, if the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The capitalization range of the Russell 2000 ® Index is currently between $31 million and $4 billion.
 
  The Fund’s investments are selected using both a variety of quantitative techniques and fundamental research in seeking to maximize the Fund’s expected return, while maintaining risk, style, capitalization and industry characteristics similar to the Russell 2000 ® Index. The Fund seeks a portfolio consisting of companies with small market capitalizations, strong expected earnings growth and momentum, and better valuation and risk characteristics than the Russell 2000 ® Index.
 
  Other.  The Fund’s investments in fixed-income securities are limited to securities that are considered cash equivalents.

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
8


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Structured International Equity Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  MSCI ® Europe, Australasia, Far East (“EAFE ® ”) Index (unhedged)
Investment Focus:
  Large-cap equity investments in companies that are organized outside the United States or whose securities are primarily traded outside the United States
Investment Style:
  Quantitative
Symbols:
  Class A: GCIAX; Class B: GCIBX; Class C: GCICX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital. The Fund seeks this objective through a broadly diversified portfolio of equity investments in large-cap companies that are organized outside the United States or whose securities are principally traded outside the United States.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) in a broadly 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 may allocate its assets among countries as determined by the Investment Adviser from time to time, provided the Fund’s assets are invested in at least three foreign countries. The Fund may invest in the securities of issuers in countries with emerging markets or economies (“emerging countries”).

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its net assets plus any borrowings for investment purposes (measured at the time of purchase) in the particular type of investment suggested by its name.
 
9


 

 
  Goldman Sachs
Structured International Equity Fund
continued

  The Fund seeks broad representation of large-cap issuers across major countries and sectors of the international economy. The Fund’s investments are selected using both a variety of quantitative techniques and fundamental research in seeking to maximize the Fund’s expected return, while maintaining risk, style, capitalization and industry characteristics similar to the EAFE ® Index. In addition, the Fund seeks a portfolio composed of companies with attractive valuations and stronger momentum characteristics than the EAFE ® Index.
 
  Other.  The Fund’s investments in fixed-income securities are limited to securities that are considered to be cash equivalents.

 
10


 

 
Other Investment Practices
and Securities

The table below identifies some of the investment techniques that may (but are not required to) be used by the Funds in seeking to achieve their investment objectives. The table also highlights the differences among the Funds in their use of these techniques and other investment practices and investment securities. Numbers in this table show allowable usage only; for actual usage, consult the Funds’ annual/ semi-annual reports. For more information about these and other investment practices and securities, see Appendix A. Each Fund publishes on its website (http://www.gs.com/funds) complete portfolio holdings for the Fund as of the end of each calendar quarter subject to a fifteen calendar-day lag between the date of the information and the date on which the information is disclosed. In addition, the Funds publish on their website month-end top ten holdings subject to a ten calendar-day lag between the date of the information and the date on which the information is disclosed. This information will be available on the website until the date on which a Fund files its next quarterly portfolio holdings report on Form N-CSR or Form N-Q with the SEC. In addition, a description of the Funds’ policies and procedures with respect to the disclosure of a Fund’s portfolio securities is available in the Funds’ Statement of Additional Information (“Additional Statement”).

                     
10  Percent of total assets (including securities lending collateral) (italic type)
10 Percent of net assets (excluding borrowings for investment purposes) (roman type)
•     No specific percentage limitation on usage; limited Structured Structured Structured Structured Structured
only by the objectives and strategies of the Fund Large Cap U.S. Large Cap Small Cap International
—  Not permitted Value Equity Growth Equity Equity
Fund Fund Fund Fund Fund

Investment Practices                
Borrowings
  33 1/3   33 1/3   33 1/3   33 1/3   33 1/3
Cross Hedging of Currencies
         
Currency Swaps
          15
Custodial Receipts and Trust Certificates
         
Equity Swaps*
  15   15   15   15   15
Foreign Currency Transactions**
         
Futures Contracts and Options on Futures Contracts
   • 1    • 2    • 1    • 1  
Interest Rate Caps, Floors and Collars
           
Investment Company Securities (including iShares SM and Standard & Poor’s Depositary Receipts )
  10   10   10   10   10
Options on Foreign Currencies 3
         
Options on Securities and Securities Indices 4
         
Repurchase Agreements
         
Securities Lending
  33 1/3   33 1/3   33 1/3   33 1/3   33 1/3
Unseasoned Companies
         
Warrants and Stock Purchase Rights
         
When-Issued Securities and Forward Commitments
         

 
  *
Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
**
Limited by the amount the Fund invests in foreign securities.
   1
The Structured Large Cap Value, Structured Large Cap Growth and Structured Small Cap Equity Funds may enter into futures transactions only with respect to a representative index.
   2
The Structured U.S. Equity Fund may enter into futures transactions only with respect to the S&P 500 ® Index.
   3
The Funds may purchase and sell call and put options.
   4
The Funds may sell covered call and put options and purchase call and put options.
 
11


 

                     
10  Percent of Total Assets (excluding securities lending collateral) (italic type)
10 Percent of Net Assets (including borrowings for investment purposes) (roman type)
•     No specific percentage limitation on usage; Structured Structured Structured Structured Structured
limited only by the objectives and strategies of the Fund Large Cap U.S. Large Cap Small Cap International
—  Not permitted Value Equity Growth Equity Equity
Fund Fund Fund Fund Fund

Investment Securities                
American, European and Global Depositary Receipts 5
         
Bank Obligations 6
         
Convertible Securities 7
         
Corporate Debt Obligations 6
         
Equity Investments
  80+   90+   80+   80+   80+
Emerging Country Securities
          25
Fixed-Income Securities 6,8
  20   10   20   20   20
Foreign Government Securities 6
         
Foreign Securities 9
         
Real Estate Investment Trusts
         
Structured Securities *
         
Temporary Investments
  35   35   35   35   35
U.S. Government Securities 6
         

 
   *
Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
    5
The Funds, other than the Structured International Equity Fund, may not invest in European Depositary Receipts.
    6
Limited by the amount the Fund invests in fixed-income securities and limited to cash equivalents only. The Funds may invest in bank obligations issued by U.S. or foreign banks.
    7
The Funds have no minimum rating criteria for convertible debt securities.
    8
Except as noted under “Convertible Securities,” fixed-income securities must be investment grade (i.e., BBB or higher by Standard & Poor’s Rating Group (“Standard & Poor’s”), Baa or higher by Moody’s Investors Service, Inc. (“Moody’s”) or have a comparable rating by another nationally recognized statistical rating organization (“NRSRO”)).
    9
Except for the Structured International Equity Fund, equity securities of foreign issuers must be traded in the United States.
 
12


 

 
Principal Risks of the Funds

Loss of money is a risk of investing in each Fund. An investment in a Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insur-ance Corporation or any other governmental agency. The following summarizes important risks that apply to the Funds and may result in a loss of your investment. None of the Funds should be relied upon as a complete investment program. There can be no assurance that a Fund will achieve its investment objective.

                     
Structured Structured Structured Structured Structured
Large Cap U.S. Large Cap Small Cap International
•   Applicable Value Equity Growth Equity Equity
— Not applicable Fund Fund Fund Fund Fund

Credit/ Default
         
 
Foreign
         
 
Stock
         
 
Derivatives
         
 
Interest Rate
         
 
Management
         
 
Market
         
 
Liquidity
         
 
Investment Style
         
 
Mid Cap and Small Cap
         
 
Emerging Countries
         
 
Geographic
         

 
13


 

All Funds:
n   Credit/ Default Risk —The risk that an issuer or guarantor of fixed-income securities held by a Fund may default on its obligation to pay interest and repay principal.
n   Foreign Risk —The risk that when a Fund invests in foreign securities, it will be subject to risk of loss not typically associated with domestic issuers. Loss may result because of less foreign government regulation, less public information and less economic, political and social stability. Loss may also result from the imposition of exchange controls, confiscations and other government restrictions. A Fund will also be subject to the risk of negative foreign currency rate fluctuations. Foreign risks will normally be greatest when a Fund invests in issuers located in emerging countries.
n   Stock Risk —The risk that stock prices have historically risen and fallen in periodic cycles. Recently, U.S. and foreign stock markets have experienced substantial price volatility.
n   Derivatives Risk —The risk that loss may result from a Fund’s investments in options, futures, swaps, structured securities and other derivative instruments. These instruments may be leveraged so that small changes may produce disproportionate losses to a Fund.
n   Interest Rate Risk —The risk that when interest rates increase, securities held by a Fund will decline in value. Long-term fixed-income securities will normally have more price volatility because of this risk than short-term fixed-income securities.
n   Management Risk —The risk that a strategy used by the Investment Adviser may fail to produce the intended results.
n   Market Risk —The risk that the value of the securities in which a Fund invests may go up or down in response to the prospects of individual companies, particular industry sectors or governments and/or general economic conditions. Price changes may be temporary or last for extended periods. A Fund’s investments may be overweighted from time to time in one or more industry sectors, which will increase the Fund’s exposure to risk of loss from adverse developments affecting those sectors.
n   Liquidity Risk —The risk that a Fund will not be able to pay redemption proceeds within the time period stated in this Prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. Funds that invest in small and mid-capitalization stocks and REITs will be especially subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities within particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions whether or not accurate. The Goldman Sachs Asset Allocation Portfolios (the “Asset Allocation Portfolios”) expect to invest a significant percentage of their assets in the Funds and other funds for which GSAM or an affiliate now or in the future acts as investment adviser or

 
14


 

PRINCIPAL RISKS OF THE FUNDS

underwriter. Redemptions by an Asset Allocation Portfolio of its position in a Fund may further increase liquidity risk and may impact a Fund’s net asset value (“NAV”).

n   Investment Style Risk —Different investment styles tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment. A Fund may outperform or underperform other funds that employ a different investment style. Examples of different investment styles include growth and value investing. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company’s growth of earnings potential. Growth companies are often expected by investors to increase their earnings at a certain rate. When these expectations are not met, investors can punish the stocks inordinately even if earnings showed an absolute increase. Also, since growth companies usually invest a high portion of earnings in their business, growth stocks may lack the dividends of some value stocks that can cushion stock prices in a falling market. Growth oriented funds will typically underperform when value investing is in favor. Value stocks are those that are undervalued in comparison to their peers due to adverse business developments or other factors.

Specific Funds:
n   Mid Cap and Small Cap Risk —The securities of small capitalization and 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. Securities of such issuers may lack sufficient market liquidity to enable a Fund to effect sales at an advantageous time or without a substantial drop in price. Both mid-cap and small-cap companies often have narrower markets and more limited managerial and financial resources than larger, more established companies. As a result, their performance can be more volatile and they face greater risk of business failure, which could increase the volatility of a Fund’s portfolio. Generally, the smaller the company size, the greater these risks.
n   Emerging Countries Risk —The securities markets of Asian, Latin, Central and South American, Eastern European, Middle Eastern, African and other emerging countries are less liquid, are especially subject to greater price volatility, have smaller market capitalizations, have less government regulation and are not subject to as extensive and frequent accounting, financial and other reporting requirements as the securities markets of more developed countries. Further, investment in equity securities of issuers located in certain emerging countries involves risk of loss resulting from problems in share registration and custody and substantial economic and political disruptions. These risks are not normally associated with investment in more developed countries.
n   Geographic Risk —Concentration of the investments of the Structured International Equity Fund in issuers located in a particular country or region will subject the

 
15


 

Fund, to a greater extent than if investments were less concentrated, to the risks of adverse securities markets, exchange rates and social, political, regulatory or economic events which may occur in that country or region.

Concentration of the investments of the Structured International Equity Fund in issuers located in a particular country or region will subject the Fund, to a greater extent than if investments were less concentrated, to the risks of adverse securities markets, exchange rates and social, political, regulatory or economic events which may occur in that country or region.

More information about the Funds’ portfolio securities and investment techniques, and their associated risks, is provided in Appendix A. You should consider the investment risks discussed in this section and in Appendix A. Both are important to your investment choice.

 
16


 

 
  Fund Performance

   HOW THE FUNDS HAVE PERFORMED   

  The bar chart and table provide an indication of the risks of investing in a Fund by showing: (a) changes in the performance of a Fund’s Class A Shares from year to year; and (b) how the average annual total returns of a Fund’s Class A, B and C Shares compare to those of broad-based securities market indices. The bar chart (including “Best Quarter” and “Worst Quarter” information) and table assume reinvestment of dividends and distributions. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
 
  The average annual total return calculation reflects a maximum initial sales charge of 5.5% for Class A Shares, the assumed contingent deferred sales charge (“CDSC”) for Class B Shares (5% maximum declining to 0% after six years), and the assumed CDSC for Class C Shares (1% if redeemed within 12 months of purchase). The bar chart (including “Best Quarter” and “Worst Quarter” information) does not reflect the sales loads applicable to Class A Shares. If the sales loads were reflected, returns would be less. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.

   INFORMATION ON AFTER-TAX RETURNS   

  These definitions apply to the after-tax returns.
 
  Average Annual Total Returns Before Taxes.  These returns do not reflect taxes on distributions on a Fund’s Class A Shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by you.
 
  Average Annual Total Returns After Taxes on Distributions.  These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.
 
  Average Annual Total Returns After Taxes on Distributions and Sale of Shares.  These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).
 
  Note on Tax Rates.  The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.

 
17


 

Structured Large Cap Value Fund

     
TOTAL RETURN CALENDAR YEAR (CLASS A)

The total return for
Class A Shares for the
9-month period ended
September 30, 2005
was +5.69%.

Best Quarter*
Q2 ’03  +14.76%

Worst Quarter*
Q3 ’02  -17.08%
  (BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Class A (Inception 12/31/98)
                       
Returns Before Taxes
    13.16%       3.27%       4.18%  
Returns After Taxes on Distributions**
    12.65%       2.90%       3.74%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    9.19%       2.63%       3.37%  
Russell 1000 ® Value Index***
    16.49%       5.26%       5.61%  

Class B (Inception 12/31/98)
                       
Returns Before Taxes
    13.73%       3.27%       4.35%  
Russell 1000 ® Value Index***
    16.49%       5.26%       5.61%  

Class C (Inception 12/31/98)
                       
Returns Before Taxes
    17.81%       3.65%       4.37%  
Russell 1000 ® Value Index***
    16.49%       5.26%       5.61%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The Russell 1000 ® Value Index (inception date 1/1/99) is an unmanaged market capitalization weighted index of the 1,000 largest U.S. companies with lower price-to-book ratios and lower forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
18


 

FUND PERFORMANCE

Structured U.S. Equity Fund

     
TOTAL RETURN CALENDAR YEAR (CLASS A)

The total return for Class A Shares for the 9-month period ended September 30, 2005
was +3.21%.

Best Quarter*
Q4 ’98  +21.44%

Worst Quarter*
Q3 ’02  -15.61%
  (BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                                 
For the period ended December 31, 2004 1 Year 5 Years 10 Years Since Inception

Class A (Inception 5/24/91)
                               
Returns Before Taxes
    8.04%       -2.50%       10.99%       9.78%  
Returns After Taxes on Distributions**
    7.91%       -3.07%       9.80%       8.28%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    5.39%       -2.32%       9.22%       7.85%  
S&P 500 ® Index***
    10.88%       -2.30%       12.06%       11.19%  

Class B (Inception 5/1/96)
                               
Returns Before Taxes
    8.49%       -2.52%       N/A       7.93%  
S&P 500 ® Index***
    10.88%       -2.30%       N/A       9.08%  

Class C (Inception 8/15/97)
                               
Returns Before Taxes
    12.46%       -2.12%       N/A       4.45%  
S&P 500 ® Index***
    10.88%       -2.30%       N/A       5.29%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
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.
 
19


 

Structured Large Cap Growth Fund

     
TOTAL RETURN CALENDAR YEAR (CLASS A)

The total return for
Class A Shares for the 9-month period ended September 30, 2005
was +2.17%.

Best Quarter*
Q4 ’98           +25.47%

Worst Quarter*
Q1 ’01           -22.05%
  LOGO

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Class A (Inception 5/1/97)
                       
Returns Before Taxes
    4.00%       -9.59%       3.52%  
Returns After Taxes on Distributions**
    4.00%       -9.93%       3.08%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    2.60%       -8.00%       2.82%  
Russell 1000 ® Growth Index***
    6.30%       -9.28%       4.29%  

Class B (Inception 5/1/97)
                       
Returns Before Taxes
    4.17%       -9.61%       3.53%  
Russell 1000 ® Growth Index***
    6.30%       -9.28%       4.29%  

Class C (Inception 8/15/97)
                       
Returns Before Taxes
    8.25%       -9.23%       1.39%  
Russell 1000 ® Growth Index***
    6.30%       -9.28%       2.19%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The Russell 1000 ® Growth Index is an unmanaged market capitalization weighted index of the 1000 largest U.S. companies with higher price-to-book ratios and higher forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
20


 

FUND PERFORMANCE

Structured Small Cap Equity Fund

     
TOTAL RETURN CALENDAR YEAR (CLASS A)

The total return for
Class A Shares for the
9-month period ended
September 30, 2005
was +7.50%.

Best Quarter*
Q2 ’03           +21.27%

Worst Quarter*
Q3 ’98           -24.34%
  LOGO

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Class A (Inception 8/15/97)
                       
Returns Before Taxes
    9.11%       7.06%       7.17%  
Returns After Taxes on Distributions**
    8.29%       5.82%       6.29%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    6.96%       5.50%       5.82%  
Russell 2000 ® Index***
    18.33%       6.60%       7.75%  

Class B (Inception 8/15/97)
                       
Returns Before Taxes
    9.20%       7.08%       7.19%  
Russell 2000 ® Index***
    18.33%       6.60%       7.75%  

Class C (Inception 8/15/97)
                       
Returns Before Taxes
    13.46%       7.47%       7.22%  
Russell 2000 ® Index***
    18.33%       6.60%       7.75%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The Russell 2000 ® Index is an unmanaged index of common stock prices that measures the performance of the 2000 smallest companies in the Russell 3000 ® Index. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
21


 

Structured International Equity Fund

     
TOTAL RETURN CALENDAR YEAR (CLASS A)

The total return for
Class A Shares for the
9-month period ended
September 30, 2005
was +10.30%.


Best Quarter*
Q4 ’98  +18.84%

Worst Quarter*
Q3 ’02           -19.63%
  LOGO

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Class A (Inception 8/15/97)
                       
Returns Before Taxes
    13.70%       -1.99%       2.00%  
Returns After Taxes on Distributions**
    13.68%       -2.23%       1.71%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    9.14%       -1.71%       1.63%  
MSCI ® EAFE ® Index (unhedged)***
    20.70%       -0.80%       4.33%  

Class B (Inception 8/15/97)
                       
Returns Before Taxes
    14.54%       -1.79%       2.28%  
MSCI ® EAFE ® Index (unhedged)***
    20.70%       -0.80%       4.33%  

Class C (Inception 8/15/97)
                       
Returns Before Taxes
    18.51%       -1.38%       2.29%  
MSCI ® EAFE ® Index (unhedged)***
    20.70%       -0.80%       4.33%  

 
    *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 ***
The unmanaged MSCI ® EAFE ® Index (unhedged) is a market capitalization-weighted composite of securities in 21 developed markets. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
22


 

 
Fund Fees and Expenses (Class A, B and C Shares)

This table describes the fees and expenses that you would pay if you buy and hold Class A, Class B, or Class C Shares of a Fund.

                         
Structured Large Cap Value Fund

Class A Class B Class C

Shareholder Fees
(fees paid directly from your investment):
                       
Maximum Sales Charge (Load) Imposed on Purchases
    5.5% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
    None       5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None  
Redemption Fees
    None       None       None  
Exchange Fees
    None       None       None  
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                       
Management Fees 5
    0.60%       0.60%       0.60%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6*
    0.29%       0.29%       0.29%  

Total Fund Operating Expenses *
    1.14%       1.89%       1.89%  

See pages 28-29 for all other footnotes.

  The “Management Fees”, “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Fund are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                         
Structured Large Cap Value Fund

Class A Class B Class C

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                       
Management Fees 5
    0.51%       0.51%       0.51%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6
    0.04%       0.04%       0.04%  

Total Fund Operating Expenses (after
current expense limitations)
    0.80%       1.55%       1.55%  

 
23


 

 
Fund Fees and Expenses continued

                         
Structured U.S. Equity Fund

Class A Class B Class C

Shareholder Fees
(fees paid directly from your investment):
                       
Maximum Sales Charge (Load) Imposed on Purchases
    5.5% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
    None       5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None  
Redemption Fees
    None       None       None  
Exchange Fees
    None       None       None  
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                       
Management Fees 5
    0.65% 7     0.65% 7     0.65% 7
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6*
    0.26%       0.26%       0.26%  

Total Fund Operating Expenses *
    1.16% 7     1.91% 7     1.91% 7

See pages 28-29 for all other footnotes.

  The “Management Fees”, “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) set forth below have been restated to reflect the current waivers and expense limitations that are expected for the current fiscal year. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                         
Structured U.S. Equity Fund

Class A Class B Class C

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                       
Management Fees 5
    0.51%       0.51%       0.51%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6
    0.04%       0.04%       0.04%  

Total Fund Operating Expenses (after current waivers and expense limitations)
    0.80%       1.55%       1.55%  

 
24


 

FUND FEES AND EXPENSES

                         
Structured Large Cap Growth Fund

Class A Class B Class C

Shareholder Fees
(fees paid directly from your investment):
                       
Maximum Sales Charge (Load) Imposed on Purchases
    5.5% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
    None       5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None  
Redemption Fees
    None       None       None  
Exchange Fees
    None       None       None  
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                       
Management Fees 5
    0.65% 7     0.65% 7     0.65% 7
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6*
    0.31%       0.31%       0.31%  

Total Fund Operating Expenses*
    1.21% 7     1.96% 7     1.96% 7

See pages 28-29 for all other footnotes.

  The “Management Fees”, “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) set forth below have been restated to reflect the current waivers and expense limitations that are expected for the current fiscal year. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                         
Structured Large Cap Growth Fund

Class A Class B Class C

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                       
Management Fees 5
    0.51%       0.51%       0.51%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6
    0.04%       0.04%       0.04%  

Total Fund Operating Expenses (after
current waivers and expense limitations)
    0.80%       1.55%       1.55%  

 
25


 

 
Fund Fees and Expenses continued

                         
Structured Small Cap Equity Fund

Class A Class B Class C

Shareholder Fees
(fees paid directly from your investment):
                       
Maximum Sales Charge (Load) Imposed on Purchases
    5.5% 1     None       None  
Maximum Deferred Sales Charge (Load)  2
    None       5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None  
Redemption Fees
    None       None       None  
Exchange Fees
    None       None       None  
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                       
Management Fees 5
    0.85%       0.85%       0.85%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6*
    0.31%       0.31%       0.31%  

Total Fund Operating Expenses *
    1.41%       2.16%       2.16%  

See pages 28-29 for all other footnotes.

  The “Management Fees”, “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Fund are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                         
Structured Small Cap Equity Fund

Class A Class B Class C

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                       
Management Fees 5
    0.81%       0.81%       0.81%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6
    0.04%       0.04%       0.04%  

Total Fund Operating Expenses (after
current expense limitations)
    1.10%       1.85%       1.85%  

 
26


 

FUND FEES AND EXPENSES
                         
Structured International Equity Fund

Class A Class B Class C

Shareholder Fees
(fees paid directly from your investment):
                       
Maximum Sales Charge (Load) Imposed on Purchases
    5.5% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
    None       5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None  
Redemption Fees 8
    2.0%       2.0%       2.0%  
Exchange Fees
    None       None       None  
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
               
Management Fees 5
    0.85%       0.85%       0.85%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6 *
    0.30%       0.30%       0.30%  

Total Fund Operating Expenses*
    1.40%       2.15%       2.15%  

See pages 28-29 for all other footnotes.

  The “Management Fees”, “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Fund are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                         
Structured International Equity Fund

Class A Class B Class C

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                       
Management Fees 5
    0.81%       0.81%       0.81%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6
    0.04%       0.04%       0.04%  

Total Fund Operating Expenses (after current expense limitations)
    1.10%       1.85%       1.85%  

 
27


 

 
Fund Fees and Expenses continued

1
The maximum sales charge is a percentage of the offering price. Under certain circumstances, as described in the Shareholder Guide, the maximum sales charge may be reduced or waived entirely. A CDSC of 1% may be imposed on certain redemptions (within 18 months of purchase) of Class A Shares sold without an initial sales charge as part of an investment of $1 million or more.
2
The maximum CDSC is a percentage of the lesser of the NAV at the time of the redemption or the NAV when the shares were originally purchased.
3
A CDSC is imposed upon Class B Shares redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter.
4
A CDSC of 1% is imposed on Class C Shares redeemed within 12 months of purchase.
5
The Investment Adviser has entered into the following fee reduction commitment for the Funds which was implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of the date of this Prospectus.

                 
Management Fee Average Daily
Fund Annual Rate Net Assets

Structured Large Cap Value
    0.60 %   First $1 Billion    
      0.54 %   Next $1 Billion    
      0.51 %   Over $2 Billion    
Structured U.S. Equity
    0.65 %   First $1 Billion    
      0.59 %   Next $1 Billion    
      0.56 %   Over $2 Billion    
Structured Large Cap Growth
    0.65 %   First $1 Billion    
      0.59 %   Next $1 Billion    
      0.56 %   Over $2 Billion    
Structured Small Cap Equity
    0.85 %   First $2 Billion    
      0.77 %   Over $2 Billion    
Structured International Equity
    0.85 %   First $1 Billion    
      0.77 %   Next $1 Billion    
      0.73 %   Over $2 Billion    
 

Prior to this fee reduction commitment, the management fees for the Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Equity and Structured International Equity Funds as an annual percentage rate of average daily net assets were 0.60%, 0.65%, 0.65%, 0.85% and 0.85%, respectively. Additionally, as of the date of this Prospectus, the Investment Adviser was voluntarily waiving a portion of its management fee equal to 0.09%, 0.14%, 0.14%, 0.04% and 0.04% based on the average daily net assets of the Structured Large Cap Value Fund, Structured U.S. Equity Fund, Structured Large Cap Growth Fund, Structured Small Cap Growth Fund and Structured International Equity Fund, respectively.
6
“Other Expenses” include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of each Fund’s Class A, B and C Shares, plus all other ordinary expenses not detailed above for the fiscal year ended August 31, 2005. The Investment Adviser has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation,
 
28


 

FUND FEES AND EXPENSES

  indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the following percentages of each Fund’s average daily net assets:
                 
Other
Fund Expenses

Structured Large Cap Value
    0.064%          
Structured U.S. Equity
    0.004%          
Structured Large Cap Growth
    0.024%          
Structured Small Cap Equity
    0.044%          
Structured International Equity
    0.074%          
 

As of the date of this Prospectus, the Investment Adviser was voluntarily reducing or limiting “All Other Expenses” of each Fund (with the exclusions mentioned above) to 0.004% of each Fund’s average daily net assets.
 
7
The Structured U.S. Equity and Structured Large Cap Growth Funds’ “Management Fees” and “Total Fund Operating Expense” have been restated to reflect new contractual management fee rates implemented in January 2005.
 
8
A 2% redemption fee will be imposed on the redemption of shares (including by exchange) held for 30 calendar days or less.
 
29


 

Example

The following Example is intended to help you compare the cost of investing in a Fund (without the waivers and expense limitations) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, B or C Shares of a Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that a Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

                                   
Fund 1 Year 3 Years 5 Years 10 Years

Structured Large Cap Value
                               
Class A Shares
  $ 660     $ 892     $ 1,143     $ 1,860  
Class B Shares
                               
 
– Assuming complete redemption at end of period
  $ 692     $ 894     $ 1,221     $ 2,016  
 
– Assuming no redemption
  $ 192     $ 594     $ 1,021     $ 2,016  
Class C Shares
                               
 
– Assuming complete redemption at end of period
  $ 292     $ 594     $ 1,021     $ 2,212  
 
– Assuming no redemption
  $ 192     $ 594     $ 1,021     $ 2,212  

Structured U.S. Equity
                               
Class A Shares
  $ 662     $ 898     $ 1,153     $ 1,881  
Class B Shares
                               
 
– Assuming complete redemption at end of period
  $ 694     $ 900     $ 1,232     $ 2,038  
 
– Assuming no redemption
  $ 194     $ 600     $ 1,032     $ 2,038  
Class C Shares
                               
 
– Assuming complete redemption at end of period
  $ 294     $ 600     $ 1,032     $ 2,233  
 
– Assuming no redemption
  $ 194     $ 600     $ 1,032     $ 2,233  

Structured Large Cap Growth
                               
Class A Shares
  $ 667     $ 913     $ 1,178     $ 1,935  
Class B Shares
                               
 
– Assuming complete redemption at end of period
  $ 699     $ 915     $ 1,257     $ 2,091  
 
– Assuming no redemption
  $ 199     $ 615     $ 1,057     $ 2,091  
Class C Shares
                               
 
– Assuming complete redemption at end of period
  $ 299     $ 615     $ 1,057     $ 2,285  
 
– Assuming no redemption
  $ 199     $ 615     $ 1,057     $ 2,285  

Structured Small Cap Equity
                               
Class A Shares
  $ 686     $ 972     $ 1,279     $ 2,148  
Class B Shares
                               
 
– Assuming complete redemption at end of period
  $ 719     $ 976     $ 1,359     $ 2,303  
 
– Assuming no redemption
  $ 219     $ 676     $ 1,159     $ 2,303  
Class C Shares
                               
 
– Assuming complete redemption at end of period
  $ 319     $ 676     $ 1,159     $ 2,493  
 
– Assuming no redemption
  $ 219     $ 676     $ 1,159     $ 2,493  

 
30


 

FUND FEES AND EXPENSES
                                   
Fund 1 Year 3 Years 5 Years 10 Years

Structured International Equity
                               
Class A Shares
  $ 685     $ 969     $ 1,274     $ 2,137  
Class B Shares
                               
 
– Assuming complete redemption at end of period
  $ 718     $ 973     $ 1,354     $ 2,292  
 
– Assuming no redemption
  $ 218     $ 673     $ 1,154     $ 2,292  
Class C Shares
                               
 
– Assuming complete redemption at end of period
  $ 318     $ 673     $ 1,154     $ 2,483  
 
– Assuming no redemption
  $ 218     $ 673     $ 1,154     $ 2,483  

The hypothetical example assumes that a CDSC will not apply to redemptions of Class A Shares within the first 18 months. Class B Shares convert to Class A Shares eight years after purchase; therefore, Class A expenses are used in the hypothetical example after year eight.

Certain institutions that sell Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A, Class B and Class C Shares for services to their customers’ accounts and/or the Funds. For additional information regarding such compensation, see “What Should I Know When I Purchase Shares Through An Authorized Dealer?” in the Prospectus and “Payments to Intermediaries” in the Additional Statement.

 
31


 

 
  Service Providers

   INVESTMENT ADVISER   

     
Investment Adviser Fund

Goldman Sachs Asset Management, L.P. (“GSAM”)
32 Old Slip
New York, New York 10005
  Structured Large Cap Value
Structured U.S. Equity
Structured Large Cap Growth
Structured Small Cap Equity
Structured International Equity

  GSAM has been registered as an investment adviser with the SEC since 1990 and is an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”). As of September 30, 2005, GSAM had assets under management of $471.8 billion.
 
  The Investment Adviser provides day-to-day advice regarding the Funds’ portfolio transactions. The Investment Adviser makes the investment decisions for the Funds and places purchase and sale orders for the Funds’ portfolio transactions in U.S. and foreign markets. As permitted by applicable law, these orders may be directed to any brokers, including Goldman Sachs and its affiliates. While the Investment Adviser is ultimately responsible for the management of the Funds, it is able to draw upon the research and expertise of its asset management affiliates for portfolio decisions and management with respect to certain portfolio securities. In addition, the Investment Adviser has access to the research and certain proprietary technical models developed by Goldman Sachs, and will apply quantitative and qualitative analysis in determining the appropriate allocations among categories of issuers and types of securities.
 
  The Investment Adviser also performs the following additional services for the Funds:
  n   Supervises all non-advisory operations of the Funds
  n   Provides personnel to perform necessary executive, administrative and clerical services to the Funds
  n   Arranges for the preparation of all required tax returns, reports to shareholders, prospectuses and statements of additional information and other reports filed with the SEC and other regulatory authorities
  n   Maintains the records of each Fund
  n   Provides office space and all necessary office equipment and services

 
32


 

SERVICE PROVIDERS

   MANAGEMENT FEES   

  As compensation for its services and its assumption of certain expenses, the Investment Adviser is entitled to the following fees, computed daily and payable monthly, at the annual rates listed below (as a percentage of each respective Fund’s average daily net assets):

                         
Actual Rate
For the Fiscal
Management Fee Average Daily Year Ended
Fund Annual Rate Net Assets August 31, 2005

Structured Large Cap Value*
    0.60 %     First $1  Billion       0.60 %
      0.54 %     Next $1  Billion          
      0.51 %     Over $2  Billion          

Structured U.S. Equity*
    0.65 %     First $1  Billion       0.65 %
      0.59 %     Next $1  Billion          
      0.56 %     Over $2  Billion          

Structured Large Cap Growth*
    0.65 %     First $1  Billion       0.65 %
      0.59 %     Next $1  Billion          
      0.56 %     Over $2  Billion          

Structured Small Cap Equity*
    0.85 %     First $2  Billion       0.85 %
      0.77 %     Over $2  Billion          

Structured International Equity*
    0.85 %     First $1  Billion       0.85 %
      0.77 %     Next $1  Billion          
      0.73 %     Over $2  Billion          

 
   *
The Investment Adviser has entered into the above fee reduction commitment for the Funds which was implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of the date of this Prospectus.

  Prior to this fee reduction commitment, the management fees for the Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Equity, and Structured International Equity Funds as an annual percentage rate of average daily net assets were 0.60%, 0.65%, 0.65%, 0.85% and 0.85%, respectively.
 
  Additionally, as of the date of this Prospectus, the Investment Adviser was voluntarily waiving a portion of its management fee equal to 0.09%, 0.14%, 0.14%, 0.04% and 0.04% Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Equity Fund and Structured International Equity Fund, respectively. The Investment Adviser may discontinue or modify these voluntary waivers in the future at its discretion.

  A discussion regarding the basis for the Board of Trustees’ approval of the Management Agreement for the Fund in 2005 is available in the respective Fund’s annual report dated August 31, 2005.
 
33


 

   FUND MANAGERS   

 

  Quantitative Domestic Equity Portfolio Management Team
  n   A stable and growing team supported by an extensive internal staff
  n   More than $80 billion in equities currently under management, including $48 billion in US equities
             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Melissa Brown
Managing Director
  Senior Portfolio Manager—
Structured U.S. Equity
Structured Large Cap Growth
Structured Small Cap Equity
Structured Large Cap Value
  Since
1998
1998
1998
1998
  Ms. Brown joined the Investment Adviser as a portfolio manager in 1998. From 1984 to 1998, she was the director of Quantitative Equity Research and served on the Investment Policy Committee at Prudential Securities Equity Research.

Robert C. Jones
Chief Investment Officer
Managing Director
  Senior Portfolio Manager—
Structured U.S. Equity
Structured Large Cap Growth
Structured Small Cap Equity
Structured Large Cap Value
  Since
1991
1997
1997
1998
  Mr. Jones joined the Investment Adviser as a portfolio manager in 1989.

  Melissa Brown, CFA, is a Managing Director and Senior Portfolio Manager for US portfolios. She is also a member of the Global Quantitative Equity (GQE) Investment Policy Committee. Robert C. Jones, CFA, is a Managing Director and Chair of the QE Investment Policy Committee, which oversees portfolio management process. He currently serves as the Chief Investment Officer for Quantitative Equity Strategies. The computer optimizer constructs the portfolio based on the team’s models and design and no one person on the team has a subjective override of the computer optimizer process, except in very limited cases.
 
  For more information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds, see the Additional Statement.
 
  Quantitative International Equity Portfolio Management Team

  n   Portfolio team based in New York. Experienced, highly qualified and stable quantitative team reflects our commitment to a superior research effort
  n   Team manages approximately $32 billion in global/international equities for retail, institutional and high net worth clients

 
34


 

SERVICE PROVIDERS

  n   Designed to invest in international markets, seeking to add value from diversified sources of return — top-down country/currency selection and bottom-up stock selection
______________________________________________________________________________________________________________

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Len Ioffe
Managing Director
  Senior Portfolio Manager—
Structured International Equity
  Since
2001
  Mr. Ioffe joined the Investment Adviser as an associate in 1995. He became a portfolio manager in 1996.

Robert C. Jones
Managing Director
  Senior Portfolio Manager—
Structured International Equity
  Since
1997
  Mr. Jones joined the Investment Adviser as a portfolio manager in 1989.

  Len Ioffe, CFA, is a Managing Director and Senior Portfolio Manager on the GQE Team, where he is responsible for portfolio management of global and non-US portfolios. He is also a member of the GQE Investment Policy Committee. Robert C. Jones, CFA, is a Managing Director and Chair of the QE Investment Policy Committee, which oversees portfolio management process. He currently serves as the Chief Investment Officer for Quantitative Equity Strategies. The computer optimizer constructs the portfolio based on the team’s models and design and no one person on the team has a subjective override of the computer optimizer process, except in very limited cases.
 
  For more information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds, see the Additional Statement.

   DISTRIBUTOR AND TRANSFER AGENT   

  Goldman Sachs, 85 Broad Street, New York, New York 10004, serves as the exclusive distributor (the “Distributor”) of each Fund’s shares. Goldman Sachs, 71 S. Wacker Dr., Suite 500, Chicago, Illinois 60606, also serves as each Fund’s transfer agent (the “Transfer Agent”) and, as such, performs various shareholder servicing functions.
 
  From time to time, Goldman Sachs or any of its affiliates may purchase and hold shares of the Funds. Goldman Sachs reserves the right to redeem at any time some or all of the shares acquired for its own account.

 
35


 

   ACTIVITIES OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER 
   ACCOUNTS MANAGED BY GOLDMAN SACHS   

  The involvement of the Investment Adviser, Goldman Sachs and their affiliates in the management of, or their interest in, other accounts and other activities of Goldman Sachs may present conflicts of interest with respect to a Fund or limit a Fund’s investment activities. Goldman Sachs is a full service investment banking broker dealer, asset management and financial services organization and a major participant in global financial markets. As such, it acts as an investor, investment banker, research provider, investment manager, financier, advisor, market maker, trader, prime broker, lender, agent and principal, and has other direct and indirect interests, in the global fixed income, currency, commodity, equity and other markets in which the Funds directly and indirectly invest. Thus, it is likely that the Funds will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or obtain services from entities for which Goldman Sachs performs or seeks to perform investment banking or other services. Goldman Sachs and its affiliates engage in proprietary trading and advise accounts and funds which have investment objectives similar to those of the Funds and/or which engage in and compete for transactions in the same types of securities, currencies and instruments as the Funds. Goldman Sachs and its affiliates will not have any obligation to make available any information regarding their proprietary activities or strategies, or the activities or strategies used for other accounts managed by them, for the benefit of the management of the Funds. The results of a Fund’s investment activities, therefore, may differ from those of Goldman Sachs, its affiliates and other accounts managed by Goldman Sachs and it is possible that a Fund could sustain losses during periods in which Goldman Sachs and its affiliates and other accounts achieve significant profits on their trading for proprietary or other accounts. In addition, the Funds may, from time to time, enter into transactions in which Goldman Sachs or its other clients have an adverse interest. Furthermore, transactions undertaken by Goldman Sachs, its affiliates or Goldman Sachs advised clients may adversely impact the Funds. Transactions by one or more Goldman Sachs advised clients or the Investment Adviser may have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of the Funds. A Fund’s activities may be limited because of regulatory restrictions applicable to Goldman Sachs and its affiliates, and/or their internal policies designed to comply with such restrictions. As a global financial services firm, Goldman Sachs also provides a wide range of investment banking and financial services to issuers of securities and investors in securities. Goldman Sachs, its affiliates and others associated with it may create markets or specialize in, have positions in and affect transactions in, securities of issuers held by the Funds, and may also perform or seek to perform investment banking and financial services for those issuers. Goldman Sachs and its affiliates may have business relationships with and purchase or distribute or sell services or products from or to distributors, consultants or others who recommend the Fund or who

 
36


 

SERVICE PROVIDERS

  engage in transactions with or for the Funds. For more information about conflicts of interest, see the Additional Statement.
 
  Under a securities lending program approved by the Funds’ Board of Trustees, the Funds have retained an affiliate of the Investment Adviser to serve as the securities lending agent for each Fund to the extent that the Funds engage in the securities lending program. For these services, the lending agent may receive a fee from the Funds, including a fee based on the returns earned on the Funds’ investment of the cash received as collateral for loaned securities. In addition, the Funds may make brokerage and other payments to Goldman Sachs and its affiliates in connection with the Funds’ portfolio investment transactions.

   LEGAL PROCEEDINGS   

  On April 2, 2004, Lois Burke, a plaintiff identifying herself as a shareholder of the Goldman Sachs Internet Tollkeeper Fund, filed a purported class and derivative action lawsuit in the United States District Court for the Southern District of New York against The Goldman Sachs Group, Inc. (“GSG”), GSAM, the Trustees and Officers of the Goldman Sachs Trust (the “Trust”), and John Doe Defendants. In addition, the Goldman Sachs Funds included in this Prospectus and certain other investment portfolios of the Trust were named as nominal defendants (collectively, the “Goldman Sachs Funds”). On April 19 and May 6, 2004, additional class and derivative action lawsuits containing substantially similar allegations and requests for redress were filed in the United States District Court for the Southern District of New York. On June 29, 2004, the three complaints were consolidated into one action, In re Goldman Sachs Mutual Funds Fee Litigation , and on November 17, 2004, the plaintiffs filed a consolidated amended complaint against GSG, GSAM, Goldman Sachs Asset Management International (“GSAMI”), Goldman, Sachs & Co., the Trust, Goldman Sachs Variable Insurance Trust (“GSVIT”), the Trustees and Officers of the Trust and GSVIT and John Doe Defendants (collectively, the “Defendants”) in the United States District Court for the Southern District of New York. Certain investment portfolios of the Trust and GSVIT (collectively, the “Goldman Sachs Funds”) were also named as nominal defendants in the amended complaint. Plaintiffs filed a second amended consolidated complaint on April 15, 2005.
 
  The second amended consolidated complaint, which is brought on behalf of all persons or entities who held shares in the Goldman Sachs Funds between April 2, 1999 and January 9, 2004, inclusive (the “Class Period”), asserts claims involving (i) violations of the Investment Company Act of 1940 (the “Investment Company Act”) and the Investment Advisers Act of 1940, (ii) common law breaches of fiduciary duty and (iii) unjust enrichment. The complaint alleges, among other

 
37


 

  things, that during the Class Period, the Defendants made improper and excessive brokerage commission and other payments to brokers that sold shares of the Goldman Sachs Funds and omitted statements of fact in registration statements and reports filed pursuant to the Investment Company Act which were necessary to prevent such registration statements and reports from being materially false and misleading. In addition, the complaint alleges that the Goldman Sachs Funds paid excessive and improper investment advisory fees to GSAM and GSAMI. The complaint also alleges that GSAM and GSAMI used Rule 12b-1 fees for improper purposes and made improper use of soft dollars. The complaint further alleges that the Trust’s Officers and Trustees breached their fiduciary duties in connection with the foregoing. The plaintiffs in the cases are seeking compensatory damages; rescission of GSAM’s and GSAMI’s investment advisory agreement and return of fees paid; an accounting of all Goldman Sachs Funds-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and reasonable costs and expenses, including counsel fees and expert fees.
 
  Based on currently available information, GSAM and GSAMI believe that the likelihood that the pending purported class and derivative action lawsuit will have a material adverse financial impact on the Goldman Sachs Funds is remote, and the pending action is not likely to materially affect their ability to provide investment management services to its clients, including the Goldman Sachs Funds.

 
38


 

 
  Dividends
 
  Each Fund pays dividends from its investment income and distributions from net realized capital gains. You may choose to have dividends and distributions paid in:
  n   Cash
  n   Additional shares of the same class of the same Fund
  n   Shares of the same or an equivalent class of another Goldman Sachs Fund. Special restrictions may apply for certain Goldman Sachs Institutional Liquid Assets Portfolios (“ILA Portfolios”). See the Additional Statement.

  You may indicate your election on your Account Application. Any changes may be submitted in writing to Goldman Sachs at any time before the record date for a particular dividend or distribution. If you do not indicate any choice, your dividends and distributions will be reinvested automatically in the applicable Fund.
 
  The election to reinvest dividends and distributions in additional shares will not affect the tax treatment of such dividends and distributions, which will be treated as received by you and then used to purchase the shares.
 
  Dividends from net investment income and distributions from net capital gains are declared and paid as follows:

         
Investment Capital Gains
Fund Income Dividends Distributions

Structured Large Cap Value
  Quarterly   Annually

Structured U.S. Equity
  Annually   Annually

Structured Large Cap Growth
  Annually   Annually

Structured Small Cap Equity
  Annually   Annually

Structured International Equity
  Annually   Annually

  From time to time a portion of a Fund’s dividends may constitute a return of capital.
 
  When you purchase shares of a Fund, part of the NAV per share may be represented by undistributed realized gains that have previously been earned by the Fund. Therefore, subsequent distributions on such shares from such income or realized gains may be taxable to you even if the NAV of the shares is, as a result of the distributions, reduced below the cost of such shares and the distributions (or portions thereof) represent a return of a portion of the purchase price.

 
39


 

 
  Shareholder Guide
 
  The following section will provide you with answers to some of the most often asked questions regarding buying and selling the Funds’ shares.

   HOW TO BUY SHARES   

  How Can I Purchase Class A, Class B And Class C Shares Of The Funds?
  You may purchase shares of the Funds through:
  n   Goldman Sachs;
  n   Authorized Dealers; or
  n   Directly from Goldman Sachs Trust (the “Trust”).

  In order to make an initial investment in a Fund, you must furnish to the Fund, Goldman Sachs or your Authorized Dealer the information in the Account Application. An order will be processed upon receipt of payment.
 
  To Open an Account:
  n   Complete the Account Application
  n   Mail your payment and Account Application to:
      Your Authorized Dealer
      —  Purchases by check or Federal Reserve draft should be made payable to your Authorized Dealer
      —  Your Authorized Dealer is responsible for forwarding payment promptly (within three business days) to the Fund
      or
      Goldman Sachs Funds, P.O. Box 219711, Kansas City, MO 64121-9711
      —  Purchases by check or Federal Reserve draft should be made payable to Goldman Sachs Funds — (Name of Fund and Class of Shares)
      —  Boston Financial Data Services, Inc. (“BFDS”), the Funds’ sub-transfer agent, will not accept checks drawn on foreign banks, third-party checks, cashier’s checks or official checks, temporary checks, electronic checks, drawer checks, cash, money orders, travelers cheques or credit card checks. In limited situations involving the transfer of retirement assets, the Fund may accept cashier’s checks or official bank checks.
      —  Federal funds wire, Automated Clearing House Network (“ACH”) transfer or bank wires should be sent to State Street Bank and Trust Company (“State Street”) (each Fund’s custodian). Please call the Funds at 1-800-526-7384 to get detailed instructions on how to wire your money.

 
40


 

SHAREHOLDER GUIDE

  What Is My Minimum Investment In The Funds?

                 
Initial Additional

Regular Accounts
    $1,000       $50  

Employee Benefit Plus (e.g. IRAs, employer sponsored plans)
    $250     No Minimum

Uniform Gift/ Transfer to Minor (UTMA/UGMA)
    $250       $50  

Coverdell ESAs
    $250       $50  

Automatic Investment Plans
    $250       $50  

  What Alternative Sales Arrangements Are Available?
  The Funds offer three classes of shares through this Prospectus.

         

Maximum Amount You Can Buy In The Aggregate Across Funds
  Class A   No limit
   
    Class B   $100,000*
   
    Class C   $1,000,000*

Initial Sales Charge
  Class A   Applies to purchases of less than $1 million—varies by size of investment with a maximum of 5.5%
   
    Class B   None
   
    Class C   None

CDSC
  Class A   1.00% on certain investments of $1 million or more if you sell within 18 months
   
    Class B   6 year declining CDSC with a maximum of 5%
   
    Class C   1% if shares are redeemed within 12 months of purchase

Conversion Feature
  Class A   None
   
    Class B   Class B Shares automatically convert to Class A Shares after 8 years
   
    Class C   None

 
    *
No additional Class B Shares or Class C Shares may be purchased by an investor either in an initial purchase or in subsequent purchases if the current market value of the shares owned and/or purchased is equal to or exceeds $100,000 in the case of Class B Shares or $1,000,000 in the case of Class C Shares.

  What Else Should I Know About Share Purchases?
  The Trust reserves the right to:
  n   Refuse to open an account if you fail to (i) provide a Social Security Number or other taxpayer identification number; or (ii) certify that such number is correct (if required to do so under applicable law).

 
41


 

  n   Reject or restrict any purchase or exchange order by a particular purchaser (or group of related purchasers) for any reason in its discretion. Without limiting the foregoing, the Trust may reject or restrict purchase and exchange orders by a particular purchaser (or group of related purchasers) when a pattern of frequent purchases, sales or exchanges of shares of a Fund is evident, or if purchases, sales or exchanges are, or a subsequent abrupt redemption might be, of a size that would disrupt the management of a Fund.
  n   Close a Fund to new investors from time to time and reopen any such Fund whenever it is deemed appropriate by a Fund’s Investment Adviser.
  n   Modify or waive the minimum investment amounts.
  n   Modify the manner in which shares are offered.
  n   Modify the sales charge rates applicable to future purchases of shares.

  Generally, the Fund will not allow non-U.S. citizens and certain U.S. citizens residing outside the United States to open an account directly with the Funds.
 
  The Funds may allow you to purchase shares with securities instead of cash if consistent with a Fund’s investment policies and operations and if approved by the Fund’s Investment Adviser.
 
  Customer Identification Program. Federal law requires the Funds to obtain, verify and record identifying information, which may include the name, residential or business street address, date of birth (for an individual), Social Security Number or taxpayer identification number or other identifying information, for investors who open accounts with the Funds. Applications without the required information may not be accepted by the Funds. After accepting an application, to the extent permitted by applicable law or their customer identification program, the Funds reserve the right to (i) place limits on transactions in any account until the identity of the investor is verified; or (ii) refuse an investment in the Funds; or (iii) involuntarily redeem an investor’s shares and close an account in the event that the Funds are unable to verify an investor’s identity. The Funds and their agents will not be responsible for any loss in an investor’s account resulting from the investor’s delay in providing all required identifying information or from closing an account and redeeming an investor’s shares pursuant to the customer identification program.

 
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  How Are Shares Priced?
  The price you pay or receive when you buy, sell or exchange shares is the Fund’s next determined NAV for a share class (as adjusted for any applicable sales charge or redemption fee). Each class calculates its NAV as follows:

     

NAV =
  (Value of Assets of the Class)
- (Liabilities of the Class)

Number of Outstanding Shares of the Class

  The Funds’ investments are valued based on market quotations or if market quotations are not readily available, or if the Investment Adviser believes that such quotations do not accurately reflect fair value, the fair value of the Funds’ investments may be determined in good faith under procedures established by the Trustees.
 
  For Funds that invest a significant portion of assets in foreign equity securities, “fair value” prices are provided by an independent fair value service. Fair value prices are used because many foreign markets operate at times that do not coincide with those of the major U.S. markets. Events that could affect the values of foreign portfolio holdings may occur between the close of the foreign market and the time of determining the NAV, and would not otherwise be reflected in the NAV. If the independent fair value service does not provide a fair value for a particular security or if the value does not meet the established criteria for the Funds, the most recent closing price for such a security on its principal exchange will generally be its fair value on such date.
 
  In addition, the Investment Adviser, consistent with applicable regulatory guidance, may determine to make an adjustment to the previous closing 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 that could affect a large number of securities in a particular market may include, but are not limited to: situations relating to one or more single issuers in a market sector; significant fluctuations in foreign markets; market disruptions or market closings; governmental actions or other developments; as well as the same or similar events which may affect specific issuers or the securities markets even though not tied directly to the securities markets. Other significant events that could relate to a single issuer may include, but are not limited to: corporate actions such as reorganizations, mergers and buy-outs; corporate announcements on earnings; significant litigation; and regulatory news such as governmental approvals.
 
  One effect of using an independent fair value service and fair valuation may be to reduce stale pricing arbitrage opportunities presented by the pricing of Fund shares.

 
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  However, it involves the risk that the values used by the Funds to price their investments may be different from those used by other investment companies and investors to price the same investments.
 
  Investments in other registered mutual funds (if any) are valued based on the NAV of those mutual funds (which may use fair value pricing as discussed in their prospectuses).
  n   NAV per share of each share class is generally calculated by the accounting agent on each business day as of the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. New York time) or such later time as the New York Stock Exchange or NASDAQ market may officially close. Fund shares will generally not be priced on any day the New York Stock Exchange is closed.
  n   When you buy shares, you pay the NAV next calculated after the Funds receive your order in proper form, plus any applicable sales charge.
  n   When you sell shares, you receive the NAV next calculated after the Funds receive your order in proper form, less any applicable CDSC or redemption fee.
  n   The Trust reserves the right to reprocess purchase (including dividend reinvestments), redemption and exchange transactions that were processed at an NAV other than a Fund’s official closing NAV that is subsequently adjusted, and to recover amounts from (or distribute amounts to) shareholders accordingly based on the official closing NAV, as adjusted.
  n   The Trust reserves the right to advance the time by which purchase and redemption orders must be received for same business day credit as otherwise permitted by the SEC.

  Note: The time at which transactions and shares are priced and the time by which orders must be received may be changed in case of an emergency or if regular trading on the New York Stock Exchange is stopped at a time other than 4:00 p.m. New York time. In the event the New York Stock Exchange does not open for business because of an emergency, the Trust may, but is not required to, open one or more Funds for purchase, redemption and exchange transactions if the Federal Reserve wire payment system is open. To learn whether a Fund is open for business during an emergency situation, please call 1-800-526-7384.
 
  Foreign securities may trade in their local markets on days a Fund is closed. As a result, the NAV of a Fund that holds foreign securities may be impacted on days when investors may not purchase or redeem Fund shares.

 
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SHAREHOLDER GUIDE

   COMMON QUESTIONS ABOUT THE PURCHASE OF CLASS A SHARES   

  What Is The Offering Price Of Class A Shares?
  The offering price of Class A Shares of each Fund is the next determined NAV per share plus an initial sales charge paid to Goldman Sachs at the time of purchase of shares. The sales charge varies depending upon the amount you purchase. In some cases, described below, the initial sales charge may be eliminated altogether, and the offering price will be the NAV per share. The current sales charges and commissions paid to Authorized Dealers for Class A Shares of the Funds are as follows:

                         
Sales Charge Maximum Dealer
Sales Charge as as Percentage Allowance as
Amount of Purchase Percentage of of Net Amount Percentage of
(including sales charge, if any) Offering Price Invested Offering Price*

Less than $50,000
    5.50 %     5.82 %     5.00 %
$50,000 up to (but less than) $100,000
    4.75       4.99       4.00  
$100,000 up to (but less than) $250,000
    3.75       3.90       3.00  
$250,000 up to (but less than) $500,000
    2.75       2.83       2.25  
$500,000 up to (but less than) $1 million
    2.00       2.04       1.75  
$1 million or more
    0.00 **     0.00 **     ***  

 
    *
Dealer’s allowance may be changed periodically. During special promotions, the entire sales charge may be allowed to Authorized Dealers. Authorized Dealers to whom substantially the entire sales charge is allowed may be deemed to be “underwriters” under the Securities Act of 1933.
  **
No sales charge is payable at the time of purchase of Class A Shares of $1 million or more, but a CDSC of 1% may be imposed in the event of certain redemptions within 18 months of purchase.
***
The Distributor may pay a one-time commission to Authorized Dealers who initiate or are responsible for purchases of $1 million or more of shares of the Funds equal to 1.00% of the amount under $3 million, 0.50% of the next $2 million, and 0.25% thereafter. In instances where an Authorized Dealer (including Goldman Sachs’ Private Wealth Management Unit) agrees to waive its receipt of the one-time commission described above, the CDSC on Class A Shares, generally, will be waived. The Distributor may also pay, with respect to all or a portion of the amount purchased, a commission in accordance with the foregoing schedule to Authorized Dealers who initiate or are responsible for purchases of $500,000 or more by certain Section 401(k), profit sharing, money purchase pension, tax-sheltered annuity, defined benefit pension, or other employee benefit plans (including health savings accounts) that are sponsored by one or more employers (including governmental or church employers) or employee organizations investing in the Funds which satisfy the criteria set forth below in “When Are Class A Shares Not Subject To A Sales Load?” or $1 million or more by certain “wrap” accounts. Purchases by such plans will be made at NAV with no initial sales charge, but if shares are redeemed within 18 months after the end of the calendar month in which such purchase was made, a CDSC of 1% may be imposed upon the plan, the plan sponsor or the third-party administrator. In addition, Authorized Dealers will remit to the Distributor such payments received in connection with “wrap” accounts in the event that shares are redeemed within 18 months after the end of the calendar month in which the purchase was made.
 
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  You should note that the actual sales charge that appears in your mutual fund transaction confirmation may differ slightly from the rate disclosed above in the Prospectus due to rounding calculations.
 
  As indicated in the above chart, and as discussed further below and in the section titled “How Can the Sales Charge on Class A Shares Be Reduced?”, you may, under certain circumstances, be entitled to pay reduced sales charges on your purchases of Class A Shares or have those charges waived entirely. To take advantage of these discounts, you or your Authorized Dealer or financial intermediary must notify the Funds’ Transfer Agent at the time of your purchase order that a discount may apply to your current purchases. You may also be required to provide appropriate documentation to receive those discounts, including:

  (i)  Information or records regarding shares of the Funds or other Goldman Sachs Funds held in all accounts ( e.g., retirement accounts) of the shareholder at the financial intermediary;
 
  (ii)  Information or records regarding shares of the Funds or other Goldman Sachs Funds held in any account of the shareholder at another financial intermediary; and
 
  (iii)  Information or records regarding shares of the Funds or other Goldman Sachs Funds held at any financial intermediary by related parties of the shareholder, such as members of the same family or household.

  You should note in particular that, if the Funds’ Transfer Agent is properly notified, under the “Right of Accumulation” described below, the “Amount of Purchase” in the chart on the preceding page will be deemed to include all Class A, Class B and/or Class C Shares of the Goldman Sachs Funds that were acquired by purchase or exchange, and that were subject to a sales charge, that are held at the time of purchase by any of the following persons: (i) you, your spouse and your children; and (ii) any trustee, guardian or other fiduciary of a single trust estate or a single fiduciary account. This includes, for example, any Class A, Class B and/or Class C Shares held at a broker-dealer or other financial intermediary other than the one handling your current purchase. In some circumstances, other Class A, Class B and/or Class C Shares may be aggregated with your current purchase under the Right of Accumulation as described in the Additional Statement. For purposes of determining the “Amount of Purchase,” all Class A, Class B and/or Class C Shares held at the time of purchase will be valued at their current market value.
 
  You should also note that if you provide the Transfer Agent a signed written Statement of Intention to invest (not counting reinvestments of dividends and distributions) in the aggregate, within a 13-month period, $50,000 or more in Class A Shares of one or more Goldman Sachs Funds any investments you make

 
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SHAREHOLDER GUIDE

  during the 13 months will be treated as though the total quantity were invested in one lump sum and you will receive the discounted sales load based on your investment commitment. You must, however, inform the Transfer Agent that the Statement of Intention is in effect each time shares are purchased. Each purchase will be made at the public offering price applicable to a single transaction of the dollar amount specified on the Statement of Intention.
 
  In addition to the information provided in this Prospectus and the Additional Statement, information about sales charge discounts is available from your Authorized Dealer or financial intermediary and, free of charge, on the Funds’ website at http://www.gs.com/funds.
 
  What Else Do I Need To Know About Class A Shares’ CDSC?
  Purchases of $1 million or more of Class A Shares will be made at NAV with no initial sales charge. However, if you redeem shares within 18 months after the end of the calendar month in which the purchase was made, a CDSC of 1% may be imposed. The CDSC may not be imposed if your Authorized Dealer enters into an agreement with the Distributor to return all or an applicable prorated portion of its commission to the Distributor. The CDSC is waived on redemptions in certain circumstances. See “In What Situations May The CDSC On Class A, B Or C Shares Be Waived Or Reduced?” below.
 
  When Are Class A Shares Not Subject To A Sales Load?
  Class A Shares of the Funds may be sold at NAV without payment of any sales charge to the following individuals and entities:
  n   Goldman Sachs, its affiliates or their respective officers, partners, directors or employees (including retired employees and former partners), any partnership of which Goldman Sachs is a general partner, any Trustee or officer of the Trust and designated family members of any of these individuals;
  n   Qualified employee benefit plans of Goldman Sachs;
  n   Trustees or directors of investment companies for which Goldman Sachs or an affiliate acts as sponsor;
  n   Any employee or registered representative of any Authorized Dealer or their respective spouses, children and parents;
  n   Banks, trust companies or other types of depository institutions;
  n   Any state, county or city, or any instrumentality, department, authority or agency thereof, which is prohibited by applicable investment laws from paying a sales charge or commission in connection with the purchase of shares of a Fund;
  n   Section 401(k), profit sharing, money purchase pension, tax-sheltered annuity, defined benefit pension, or other employee benefit plans (including health savings accounts) that are sponsored by one or more employers (including

 
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  governmental or church employers) or employee organizations (“Employee Benefit Plans”) that:
     n   Buy shares of Goldman Sachs Funds worth $500,000 or more; or
     n   Have 100 or more eligible employees at the time of purchase; or
     n   Certify that they expect to have annual plan purchases of shares of Goldman Sachs Funds of $200,000 or more; or
     n   Are provided administrative services by certain third-party administrators that have entered into a special service arrangement with Goldman Sachs relating to such plans; or
     n   Have at the time of purchase aggregate assets of at least $2,000,000;
  n   “Wrap” accounts for the benefit of clients of broker-dealers, financial institutions or financial planners, provided they have entered into an agreement with GSAM specifying aggregate minimums and certain operating policies and standards;
  n   Registered investment advisers investing for accounts for which they receive asset-based fees;
  n   Accounts over which GSAM or its advisory affiliates have investment discretion;
  n   Shareholders receiving distributions from a qualified Employee Benefit Plan invested in the Goldman Sachs Funds and reinvesting such proceeds in a Goldman Sachs IRA;
  n   Shareholders who roll over distributions from any tax-qualified Employee Benefit Plan or tax-sheltered annuity to an IRA which invests in the Goldman Sachs Funds if the tax-qualified Employee Benefit Plan or tax-sheltered annuity receives administrative services provided by certain third-party administrators that have entered into a special service arrangement with Goldman Sachs relating to such plan or annuity; or
  n   Investors who qualify under other exemptions that are stated from time to time in the Additional Statement.

    In addition, during a 90-day period beginning in August 2005 and ending in November 2005, eligible clients of broker-dealer Edward D. Jones & Co., LP were permitted to purchase Class A shares at NAV under the terms of the Edward Jones Free Switch Program.

  You must certify eligibility for any of the above exemptions on your Account Application and notify the Fund if you no longer are eligible for the exemption. The Fund will grant you an exemption subject to confirmation of your entitlement. You may be charged a fee if you effect your transactions through a broker or agent.

 
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SHAREHOLDER GUIDE

  How Can The Sales Charge On Class A Shares Be Reduced?
  n   Right of Accumulation: When buying Class A Shares in Goldman Sachs Funds, your current aggregate investment determines the initial sales load you pay. You may qualify for reduced sales charges when the current market value of holdings across Class A, Class B and/or Class C shares, plus new purchases, reaches $50,000 or more. Class A, Class B and/or Class C Shares of any of the Goldman Sachs Funds may be combined under the Right of Accumulation. For purposes of applying the Right of Accumulation, shares of the Funds and any other Goldman Sachs Funds purchased by an existing client of Goldman Sachs Wealth Management or GS Ayco Holding LLC will be combined with Class A, Class B and/or Class C Shares and other assets held by all other Goldman Sachs Wealth Management accounts or accounts of GS Ayco Holding LLC, respectively. In addition, under some circumstances, Class A, Class B and/or Class C Shares of the Funds and Class A, Class B and/or Class C Shares of any other Goldman Sachs Fund purchased by partners, directors, officers or employees of the same business organization, groups of individuals represented by and investing on the recommendation of the same accounting firm, certain affinity groups or other similar organizations may be combined for the purpose of determining whether a purchase will qualify for the Right of Accumulation and, if qualifying, the applicable sales charge level. To qualify for a reduced sales load, you or your Authorized Dealer must notify the Funds’ Transfer Agent at the time of investment that a quantity discount is applicable. Use of this option is subject to a check of appropriate records. The Additional Statement has more information about the Right of Accumulation.
  n   Statement of Intention: You may obtain a reduced sales charge by means of a written Statement of Intention which expresses your non-binding commitment to invest (not counting reinvestments of dividends and distributions) in the aggregate $50,000 or more within a period of 13 months in Class A Shares of one or more of the Goldman Sachs Funds. Any investments you make during the period will receive the discounted sales load based on the full amount of your investment commitment. At your request, purchases made during the previous 90 days may be included; however, capital appreciation does not apply toward these combined purchases. If the investment commitment of the Statement of Intention is not met prior to the expiration of the 13-month period, the entire amount will be subject to the higher applicable sales charge. By selecting the Statement of Intention, you authorize the Transfer Agent to escrow and redeem Class A Shares in your account to pay this additional charge. The Additional Statement has more information about the Statement of Intention, which you should read carefully.

 
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   COMMON QUESTIONS ABOUT THE PURCHASE OF CLASS B SHARES   

  What Is The Offering Price Of Class B Shares?
  You may purchase Class B Shares of the Funds at the next determined NAV without an initial sales charge. However, Class B Shares redeemed within six years of purchase will be subject to a CDSC at the rates shown in the table below based on how long you held your shares.
 
  The CDSC schedule is as follows:

         
CDSC as a
Percentage of
Dollar Amount
Year Since Purchase Subject to CDSC

First
    5%  
Second
    4%  
Third
    3%  
Fourth
    3%  
Fifth
    2%  
Sixth
    1%  
Seventh and thereafter
    None  

  Proceeds from the CDSC are payable to the Distributor and may be used in whole or in part to defray the Distributor’s expenses related to providing distribution-related services to the Funds in connection with the sale of Class B Shares, including the payment of compensation to Authorized Dealers. A commission equal to 4% of the amount invested is paid to Authorized Dealers.
 
  What Should I Know About The Automatic Conversion Of Class B Shares?
  Class B Shares of a Fund will automatically convert into Class A Shares of the same Fund at the end of the calendar quarter that is eight years after the purchase date.
 
  If you acquire Class B Shares of a Fund by exchange from Class B Shares of another Goldman Sachs Fund, your Class B Shares will convert into Class A Shares of such Fund based on the date of the initial purchase and the CDSC schedule of that purchase.
 
  If you acquire Class B Shares through reinvestment of distributions, your Class B Shares will convert into Class A Shares based on the date of the initial purchase of the shares on which the distribution was paid.
 
  The conversion of Class B Shares to Class A Shares will not occur at any time the Funds are advised that such conversions may constitute taxable events for federal tax purposes, which the Funds believe is unlikely. If conversions do not occur as a

 
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SHAREHOLDER GUIDE

  result of possible taxability, Class B Shares would continue to be subject to higher expenses than Class A Shares for an indeterminate period.

   A COMMON QUESTION ABOUT THE PURCHASE OF CLASS C SHARES   

  What Is The Offering Price Of Class C Shares?
  You may purchase Class C Shares of the Funds at the next determined NAV without paying an initial sales charge. However, if you redeem Class C Shares within 12 months of purchase, a CDSC of 1% will normally be deducted from the redemption proceeds. In connection with purchases by Employee Benefit Plans, where Class C Shares are redeemed within 12 months of purchase, a CDSC of 1% may be imposed upon the plan sponsor or third-party administrator.
 
  Proceeds from the CDSC are payable to the Distributor and may be used in whole or in part to defray the Distributor’s expenses related to providing distribution-related services to the Funds in connection with the sale of Class C Shares, including the payment of compensation to Authorized Dealers. An amount equal to 1% of the amount invested is normally paid by the Distributor to Authorized Dealers.

   COMMON QUESTIONS APPLICABLE TO THE PURCHASE OF CLASS A, 
   B AND C SHARES   

  What Else Do I Need To Know About The CDSC On Class A, B Or C Shares?
  n   The CDSC is based on the lesser of the NAV of the shares at the time of redemption or the original offering price (which is the original NAV).
     n   No CDSC is charged on shares acquired from reinvested dividends or capital gains distributions.
     n   No CDSC is charged on the per share appreciation of your account over the initial purchase price.
     n   When counting the number of months since a purchase of Class B or Class C Shares was made, all payments made during a month will be combined and considered to have been made on the first day of that month.
  n   To keep your CDSC as low as possible, each time you place a request to sell shares, the Funds will first sell any shares in your account that do not carry a CDSC and then the shares in your account that have been held the longest.

 
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  In What Situations May The CDSC On Class A, B Or C Shares Be Waived Or Reduced?
  The CDSC on Class A, Class B and Class C Shares that are subject to a CDSC may be waived or reduced if the redemption relates to:
  n   Retirement distributions or loans to participants or beneficiaries from Employee Benefit Plans;
  n   The death or disability (as defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended (the “Code”)) of a participant or beneficiary in an Employee Benefit Plan;
  n   Hardship withdrawals by a participant or beneficiary in an Employee Benefit Plan;
  n   Satisfying the minimum distribution requirements of the Code;
  n   Establishing “substantially equal periodic payments” as described under Section 72(t)(2) of the Code;
  n   The separation from service by a participant or beneficiary in an Employee Benefit Plan;
  n   The death or disability (as defined in Section 72(m)(7) of the Code) of a shareholder if the redemption is made within one year of the event;
  n   Excess contributions distributed from an Employee Benefit Plan;
  n   Distributions from a qualified Employee Benefit Plan invested in the Goldman Sachs Funds which are being rolled over to a Goldman Sachs IRA, in the same share class; or
  n   Redemption proceeds which are to be reinvested in accounts or non-registered products over which GSAM or its advisory affiliates have investment discretion.

  In addition, Class A, B and C Shares subject to a systematic withdrawal plan may be redeemed without a CDSC. The Funds reserve the right to limit such redemptions, on an annual basis, to 12% each of the value of your Class B and C Shares and 10% of the value of your Class A Shares.
 
  How Do I Decide Whether To Buy Class A, B Or C Shares?
  The decision as to which Class to purchase depends on the amount you invest, the intended length of the investment and your personal situation.
  n   Class A Shares. If you are making an investment of $50,000 or more that qualifies for a reduced sales charge, you should consider purchasing Class A Shares.
  n   Class B Shares. If you plan to hold your investment for at least six years and would prefer not to pay an initial sales charge, you might consider purchasing Class B Shares. By not paying a front-end sales charge, your entire investment in Class B Shares is available to work for you from the time you make your initial investment. However, the distribution and service fee paid by Class B Shares will cause your Class B Shares (until conversion to Class A Shares) to

 
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SHAREHOLDER GUIDE

  have a higher expense ratio, and thus lower performance and lower dividend payments (to the extent dividends are paid) than Class A Shares. A maximum purchase limitation of $100,000 in the aggregate normally applies to Class B Shares. Once the current value of your Class B Shares in the aggregate across all Goldman Funds is equal to $100,000, you will not be allowed to purchase any additional Class B Shares. Individual purchases exceeding $100,000 will be rejected and additional purchases which could cause your holdings in Class B Shares to exceed $100,000 will be rejected.
  n   Class C Shares. If you are unsure of the length of your investment or plan to hold your investment for less than six years and would prefer not to pay an initial sales charge, you may prefer Class C Shares. By not paying a front-end sales charge, your entire investment in Class C Shares is available to work for you from the time you make your initial investment. However, the distribution and service fee paid by Class C Shares will cause your Class C Shares to have a higher expense ratio, and thus lower performance and lower dividend payments (to the extent dividends are paid) than Class A Shares (or Class B Shares after conversion to Class A Shares).

    Although Class C Shares are subject to a CDSC for only 12 months, Class C Shares do not have the automatic eight year conversion feature applicable to Class B Shares and your investment may pay higher distribution fees indefinitely.
 
    A maximum purchase limitation of $1,000,000 in the aggregate normally applies to purchases of Class C Shares. Once the current value of your Class C Shares in the aggregate across all Goldman Funds is equal to $1,000,000, you will not be allowed to purchase any additional Class C Shares. Individual purchases exceeding $1,000,000 will be rejected and additional purchases which could cause your holdings in Class C Shares to exceed $1,000,000 will be rejected.

  Note: Authorized Dealers may receive different compensation for selling Class A, Class B or Class C Shares.
 
  In addition to Class A, Class B and Class C Shares, each Fund also offers other classes of shares to investors. These other share classes are subject to different fees and expenses (which affect performance), have different minimum investment requirements and are entitled to different services. Information regarding these other share classes may be obtained from your sales representative or from Goldman Sachs by calling the number on the back cover of this Prospectus.

 
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   HOW TO SELL SHARES   

  How Can I Sell Class A, Class B And Class C Shares Of The Funds?
  You may arrange to take money out of your account by selling (redeeming) some or all of your shares. Generally, each Fund will redeem its shares upon request on any business day at the NAV next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. You may request that redemption proceeds be sent to you by check or by wire (if the wire instructions are on record). Redemptions may be requested in writing or by telephone.

     
Instructions For Redemptions:

By Writing:
  n  Write a letter of instruction that includes:
         n  Your name(s) and signature(s)
         n  Your account number
         n  The Fund name and Class of Shares
         n  The dollar amount you want to sell
         n  How and where to send the proceeds
    n  Obtain a signature guarantee (see details below)
    n  Mail your request to:
    Goldman Sachs Funds
    P.O. Box 219711
    Kansas City, MO 64121-9711
    or for overnight delivery:
         Goldman Sachs Funds
    330 West 9th Street
    Poindexter Bldg., 1st Floor
    Kansas City, MO 64105

By Telephone:
  If you have not declined the telephone redemption privilege on your Account Application:
    n  1-800-526-7384
    (8:00 a.m. to 4:00 p.m. New York time)
    n  You may redeem up to $50,000 of your shares daily
    n  Proceeds which are sent directly to a Goldman Sachs
    brokerage account or to the bank account designated on your
    Account Application are not subject to the $50,000 limit

  Any redemption request that requires money to go to an account or address other than that designated on the Account Application must be in writing and signed by an authorized person designated on the Account Application. The written request may be confirmed by telephone with both the requesting party and the designated bank account to verify instructions.
 
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SHAREHOLDER GUIDE

  When Do I Need A Medallion Signature Guarantee To Redeem Shares?
  A Medallion signature guarantee is required if:
  n   You are requesting in writing to redeem shares in an amount over $50,000;
  n   You would like the redemption proceeds sent to an address that is not your address of record; or
  n   You would like to change the bank designated on your Account Application.

  A signature guarantee must be obtained from a bank, brokerage firm or other financial intermediary that is a member of an approved Medallion Guarantee Program or that is otherwise approved by the Trust. A notary public cannot provide a signature guarantee. Additional documentation may be required for executors, trustees or corporations or when deemed appropriate by the Transfer Agent.
 
  What Do I Need To Know About Telephone Redemption Requests?
  The Trust, the Distributor and the Transfer Agent will not be liable for any loss you may incur in the event that the Trust accepts unauthorized telephone redemption requests that the Trust reasonably believes to be genuine. The Trust may accept telephone redemption instructions from any person identifying himself or herself as the owner of an account or the owner’s registered representative where the owner has not declined in writing to use this service. Thus, you risk possible losses if a telephone redemption is not authorized by you.
 
  In an effort to prevent unauthorized or fraudulent redemption and exchange requests by telephone, Goldman Sachs and BFDS each employ reasonable procedures specified by the Trust to confirm that such instructions are genuine. If reasonable procedures are not employed, the Trust may be liable for any loss due to unauthorized or fraudulent transactions. The following general policies are currently in effect:
  n   All telephone requests are recorded.
  n   Proceeds of telephone redemption requests will be sent only to your address of record or authorized bank account designated in the Account Application (unless you provide written instructions and a signature guarantee, indicating another address or account).
  n   For the 30-day period following a change of address, telephone redemptions will only be filled by a wire transfer to the bank account designated in the Account Applications (see immediately preceding bullet point). In order to receive the redemption by check during this time period, the redemption request must be a written, Medallion signature guaranteed letter.
  n   The telephone redemption option does not apply to shares held in a “street name” account. “Street name” accounts are accounts maintained and serviced by your Authorized Dealer. If your account is held in “street name,” you

 
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  should contact your registered representative of record, who may make telephone redemptions on your behalf.
  n   The telephone redemption option may be modified or terminated at any time.

  Note: It may be difficult to make telephone redemptions in times of drastic economic or market conditions.
 
  How Are Redemption Proceeds Paid?
  By Wire: You may arrange for your redemption proceeds to be wired as federal funds to the domestic bank account designated in your Account Application. The following general policies govern wiring redemption proceeds:
  n   Redemption proceeds will normally be wired on the next business day in federal funds (for a total of one business day delay), but may be paid up to three business days following receipt of a properly executed wire transfer redemption request. Although redemption proceeds will normally be wired as described above, under certain circumstances, redemption requests or payments may be postponed or suspended as permitted pursuant to Section 22(e) of the Investment Company Act. Generally, under that section, redemption requests or payments may be postponed or suspended if (i) the New York Stock Exchange is closed for trading or trading is restricted; (ii) an emergency exists which makes the disposal of securities owned by the Fund or the fair determination of the value of the Fund’s net assets not reasonably practicable; or (iii) the SEC by order permits the suspension of the right of redemption.
  n   If you are selling shares you recently paid for by check, the Fund will pay you when your check has cleared, which may take up to 15 days. If the Federal Reserve Bank is closed on the day that the redemption proceeds would ordinarily be wired, wiring the redemption proceeds may be delayed one additional business day.
  n   To change the bank designated on your Account Application, you must send written instructions (with your signature guaranteed) to the Transfer Agent.
  n   Neither the Trust, Goldman Sachs nor any Authorized Dealer assumes any responsibility for the performance of your bank or any intermediaries in the transfer process. If a problem with such performance arises, you should deal directly with your bank or any such intermediaries.

  By Check: You may elect to receive your redemption proceeds by check. Redemption proceeds paid by check will normally be mailed to the address of record within three business days of a properly executed redemption request. If you are selling shares you recently paid for by check, the Fund will pay you when your check has cleared, which may take up to 15 days.

 
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  What Do I Need To Know About The Redemption Fee?
  The Structured International Equity Fund will charge a 2% redemption fee on the redemption of shares (including by exchange) held for 30 calendar days or less. For this purpose, the Fund uses a first-in first-out (“FIFO”) method so that shares held longest will be treated as being redeemed first and shares held shortest will be treated as being redeemed last. The redemption fee will be paid to the Fund from which the redemption is made, and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of the Fund. The redemption fee may be collected by deduction from the redemption proceeds or, if assessed after the redemption transaction, through a separate billing.
 
  The redemption fee does not apply to transactions involving the following:
  n   Redemptions of shares acquired by reinvestment of dividends or capital gains distributions.
  n   Redemptions of shares that are acquired or redeemed in connection with the participation in a systematic withdrawal program or automatic investment plan.
  n   Redemptions of shares in connection with a regularly scheduled automatic rebalancing of assets by certain mutual fund asset allocation programs.
  n   Redemptions of shares maintained in omnibus accounts by the Fund’s transfer agent on behalf of trust companies and bank trust departments investing assets held in a fiduciary, agency, advisory, custodial or similar capacity and over which the trust companies and bank trust departments or other plan fiduciaries or participants (in the case of certain retirement plans) have full or shared investment discretion.
  n   Total or partial redemptions of shares held through retirement plans and accounts maintained pursuant to Section 401 (tax-qualified pension, profit sharing, 401(k), money purchase and stock bonus plans), 403 (qualified annuity plans and tax-sheltered annuities) and 457 (deferred compensation plans for employees of tax-exempt entities or governments) of the Internal Revenue Code of 1986, as amended, that are maintained by the Fund’s transfer agent on an omnibus basis.
  n   Redemption of shares that are issued as part of an investment company reorganization to which a Goldman Sachs Fund is a party.

  The Trust reserves the right to modify or eliminate the redemption fee or waivers at any time and will give 60 days’ prior written notice of any material changes, unless otherwise provided by law. The redemption fee policy may be modified or amended in the future to reflect, among other factors, regulatory requirements mandated by the SEC.
 
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  In addition to the circumstances noted above, the Trust reserves the right to grant additional exceptions based on such factors as operational limitations, contractual limitations and further guidance from the SEC or other regulators.
 
  What Else Do I Need To Know About Redemptions?
  The following generally applies to redemption requests:
  n   Additional documentation may be required when deemed appropriate by the Transfer Agent. A redemption request will not be in proper form until such additional documentation has been received.
  n   Institutions (including banks, trust companies, brokers and investment advisers) are responsible for the timely transmittal of redemption requests by their customers to the Transfer Agent. In order to facilitate the timely transmittal of redemption requests, these institutions may set times by which they must receive redemption requests. These institutions may also require additional documentation from you.

  The Trust reserves the right to:
  n   Redeem your shares if your account balance falls below the required Fund minimum as a result of a redemption. The Funds will not redeem your shares on this basis if the value of your account falls below the minimum account balance solely as a result of market conditions. The Funds will give you 60 days’ prior written notice to allow you to purchase sufficient additional shares of the Fund in order to avoid such redemption.
  n   Redeem your shares in the event your Authorized Dealer’s relationship with Goldman Sachs is terminated, and you do not transfer your account to another Authorized Dealer. The Trust will not be responsible for any loss in an investor’s account resulting from the redemption.
  n   Subject to applicable law, redeem your shares in other circumstances determined by the Board of Trustees to be in the best interests of the Trust.
  n   Pay redemptions by a distribution in-kind of securities (instead of cash). If you receive redemption proceeds in-kind, you should expect to incur transaction costs upon the disposition of those securities.
  n   Reinvest any dividends or other distributions which you have elected to receive in cash should your check for such dividends or other distributions be returned to the Fund as undeliverable or remain uncashed for six months. This provision may not apply to certain retirement or qualified accounts. In addition, that distribution and all future distributions payable to you will be reinvested at the NAV on the day of reinvestment in additional shares of the same class of the Fund that pays the distributions. No interest will accrue on amounts represented by uncashed distribution or redemption checks.

 
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  Can I Reinvest Redemption Proceeds In The Same Or Another Goldman Sachs Fund?
  You may redeem shares of a Fund and reinvest a portion or all of the redemption proceeds (plus any additional amounts needed to round off purchases to the nearest full share) at NAV. To be eligible for this privilege, you must have held the shares you want to redeem for at least 30 days and you must reinvest the share proceeds within 90 days after you redeem. You may reinvest as follows:
  n   Class A or B Shares—Class A Shares of the same Fund or another Goldman Sachs Fund
  n   Class C Shares—Class C Shares of the same Fund or another Goldman Sachs Fund
  n   You should obtain and read the applicable prospectuses before investing in any other Funds.
  n   If you pay a CDSC upon redemption of Class A or Class C Shares and then reinvest in Class A or Class C Shares as described above, your account will be credited with the amount of the CDSC you paid. The reinvested shares will, however, continue to be subject to a CDSC. The holding period of the shares acquired through reinvestment will include the holding period of the redeemed shares for purposes of computing the CDSC payable upon a subsequent redemption. For Class B Shares, you may reinvest the redemption proceeds in Class A Shares at NAV but the amount of the CDSC paid upon redemption of the Class B Shares will not be credited to your account.
  n   The reinvestment privilege may be exercised at any time in connection with transactions in which the proceeds are reinvested at NAV in a tax-sheltered Employee Benefit Plan. In other cases, the reinvestment privilege may be exercised once per year upon receipt of a written request.
  n   You may be subject to tax as a result of a redemption. You should consult your tax adviser concerning the tax consequences of a redemption and reinvestment.

 
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  Can I Exchange My Investment From One Fund To Another?
  You may exchange shares of a Fund at NAV without the imposition of an initial sales charge or CDSC at the time of exchange for shares of the same class or an equivalent class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 calendar days or less may, however, be subject to a redemption fee as described above under “What Do I Need To Know About The Redemption Fee?” The exchange privilege may be materially modified or withdrawn at any time upon 60 days’ written notice to you.

     
Instructions For Exchanging Shares:

By Writing:
  n  Write a letter of instruction that includes:
       n  Your name(s) and signature(s)
       n  Your account number
       n  The Fund names and Class of Shares
       n  The dollar amount you want to exchange
    n  Mail the request to:
    Goldman Sachs Funds
    P.O. Box 219711
    Kansas City, MO 64121-9711
    or for overnight delivery—
         Goldman Sachs Funds
    330 West 9th St.
    Poindexter Bldg., 1st Floor
    Kansas City, MO 64105

By Telephone:
  If you have not declined the telephone exchange privilege on your Account Application:
    n  1-800-526-7384
    (8:00 a.m. to 4:00 p.m. New York time)

  You should keep in mind the following factors when making or considering an exchange:
  n   You should obtain and carefully read the prospectus of the Goldman Sachs Fund you are acquiring before making an exchange.
  n   Currently, there is no charge for exchanges, although the Funds may impose a charge in the future.
  n   The exchanged shares may later be exchanged for shares of the same class (or an equivalent class) of the original Fund at the next determined NAV without the imposition of an initial sales charge or CDSC (but subject to any applicable redemption fee) if the amount in the Fund resulting from such exchanges is less than the largest amount on which you have previously paid the applicable sales charge.
  n   When you exchange shares subject to a CDSC, no CDSC will be charged at that time. The exchanged shares will be subject to the CDSC of the shares originally

 
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  held. For purposes of determining the amount of the applicable CDSC, the length of time you have owned the shares will be measured from the date you acquired the original shares subject to a CDSC and will not be affected by a subsequent exchange.
  n   Eligible investors may exchange certain classes of shares for another class of shares of the same Fund. For further information, call Goldman Sachs Funds at 1-800-526-7384 and see the Additional Statement.
  n   All exchanges which represent an initial investment in a Fund must satisfy the minimum initial investment requirements of that Fund.
  n   Exchanges into a money market fund need not meet the traditional minimum investment requirements for that fund if the entire balance of the original Fund account is exchanged.
  n   Exchanges are available only in states where exchanges may be legally made.
  n   It may be difficult to make telephone exchanges in times of drastic economic or market conditions.
  n   Goldman Sachs and BFDS may use reasonable procedures described under “What Do I Need to Know About Telephone Redemption Requests?” in an effort to prevent unauthorized or fraudulent telephone exchange requests.
  n   Telephone exchanges normally will be made only to an identically registered account.
  n   Exchanges into Funds that are closed to new investors may be restricted.
  n   Exchanges into a Fund from another Goldman Sachs Fund may be subject to any redemption fee imposed by the other Goldman Sachs Fund.

  For federal income tax purposes, an exchange from one Goldman Sachs Fund to another is treated as a redemption of the shares surrendered in the exchange, on which you may be subject to tax, followed by a purchase of shares received in the exchange. You should consult your tax adviser concerning the tax consequences of an exchange.

   SHAREHOLDER SERVICES   

  Can I Arrange To Have Automatic Investments Made On A Regular Basis?
  You may be able to make systematic cash investments through your bank via ACH transfer or your checking account via bank draft each month. The minimum dollar amount for this service is $50 per month. Forms for this option are available from Goldman Sachs and your Authorized Dealer, or you may check the appropriate box on the Account Application.

 
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  Can My Dividends And Distributions From A Fund Be Invested In Other Funds?
  You may elect to cross-reinvest dividends and capital gain distributions paid by a Fund in shares of the same class or an equivalent class of other Goldman Sachs Funds.
  n   Shares will be purchased at NAV.
  n   No initial sales charge or CDSC will be imposed.
  n   You may elect cross-reinvestment into an identically registered account or a similarly registered account provided that at least one name on the account is registered identically.

  Can I Arrange To Have Automatic Exchanges Made On A Regular Basis?
  You may elect to exchange automatically a specified dollar amount of shares of a Fund for shares of the same class or an equivalent class of other Goldman Sachs Funds.
  n   Shares will be purchased at NAV.
  n   No initial sales charge is imposed.
  n   Shares subject to a CDSC acquired under this program may be subject to a CDSC at the time of redemption from the Fund into which the exchange is made depending upon the date and value of your original purchase.
  n   Automatic exchanges are made monthly on the 15th day of each month or the first business day thereafter.
  n   Minimum dollar amount: $50 per month.

  What Else Should I Know About Cross-Reinvestments And Automatic Exchanges?
  Cross-reinvestments and automatic exchanges are subject to the following conditions:
  n   You must invest an amount in the Fund into which cross-reinvestments or automatic exchanges are being made that is equal to that Fund’s minimum initial investment.
  n   You should obtain and read the prospectus of the Fund into which dividends are invested or automatic exchanges are made.

  Can I Have Automatic Withdrawals Made On A Regular Basis?
  You may draw on your account systematically via check or ACH transfer in any amount of $50 or more.
  n   It is normally undesirable to maintain a systematic withdrawal plan at the same time that you are purchasing additional Class A, Class B or Class C Shares because of the sales charge imposed on your purchases of Class A Shares and/or the imposition of a CDSC on your redemptions of Class A, Class B or Class C Shares.

 
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  n   You must have a minimum balance of $5,000 in a Fund.
  n   Checks are mailed the next business day after your selected systematic withdrawal date.
  n   Each systematic withdrawal is a redemption and therefore a taxable transaction.
  n   The CDSC applicable to Class A, Class B or Class C Shares redeemed under the systematic withdrawal plan may be waived.

  What Types of Reports Will I Be Sent Regarding My Investment?
  You will be provided with a printed confirmation of each transaction in your account and a quarterly account statement. A year-to-date statement for your account will be provided upon request made to Goldman Sachs. If your account is held in a “street name” you may receive your statements and confirmations on a different schedule.
 
  You will also receive an annual shareholder report containing audited financial statements and a semi-annual shareholder report. If you have consented to the delivery of a single copy of shareholder reports, prospectuses and other information to all shareholders who share the same mailing address with your account, you may revoke your consent at any time by contacting Goldman Sachs Funds by phone at 1-800-526-7384 or by mail at Goldman Sachs Funds, 71 S. Wacker Dr., Suite 500, Chicago, IL 60606. The Funds will begin sending individual copies to you within 30 days after receipt of your revocation.
 
  The Funds do not generally provide sub-accounting services.
 
  What Should I Know When I Purchase Shares Through An Authorized Dealer?
  Authorized Dealers and other financial intermediaries may provide varying arrangements for their clients to purchase and redeem Fund shares. In addition, Authorized Dealers and other financial intermediaries are responsible for providing to you any communication, from a Fund to its shareholders, including but not limited to, prospectus supplements, proxy materials and notices regarding the source of dividend payments pursuant to Section 19 under the Investment Company Act. They may charge additional fees not described in this Prospectus to their customers for such services.
 
  If shares of a Fund are held in a “street name” account with an Authorized Dealer, all recordkeeping, transaction processing and payments of distributions relating to your account will be performed by the Authorized Dealer, and not by the Fund and its Transfer Agent. Since the Funds will have no record of your transactions, you should contact the Authorized Dealer to purchase, redeem or exchange shares, to make changes in or give instructions concerning the account or to obtain information about your account. The transfer of shares in a

 
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  “street name” account to an account with another dealer or to an account directly with the Fund involves special procedures and will require you to obtain historical purchase information about the shares in the account from the Authorized Dealer. If your Authorized Dealer’s relationship with Goldman Sachs is terminated, and you do not transfer your account to another Authorized Dealer, the Trust reserves the right to redeem your shares. The Trust will not be responsible for any loss in an investor’s account resulting from a redemption.
 
  Authorized Dealers and other financial intermediaries may be authorized to accept, on behalf of the Trust, purchase, redemption and exchange orders placed by or on behalf of their customers, and if approved by the Trust, to designate other intermediaries to accept such orders. In these cases:
  n   A Fund will be deemed to have received an order that is in proper form when the order is accepted by an Authorized Dealer or intermediary on a business day, and the order will be priced at the Fund’s NAV per share (adjusted for any applicable sales charge and redemption fee) next determined after such acceptance.
  n   Authorized Dealers and intermediaries are responsible for transmitting accepted orders to the Funds within the time period agreed upon by them.

  You should contact your Authorized Dealer or intermediary to learn whether it is authorized to accept orders for the Trust.
 
  The Investment Adviser, Distributor and/or their affiliates may make payments to Authorized Dealers and other financial intermediaries (“Intermediaries”) from time to time to promote the sale, distribution and/or servicing of shares of the Funds and other Goldman Sachs Funds. These payments are made out of the Investment Adviser’s, Distributor’s and/or their affiliates’ own assets, and are not an additional charge to the Funds. The payments are in addition to the distribution and service fees and sales charges described in this Prospectus. Such payments are intended to compensate Intermediaries for, among other things: marketing shares of the Funds and other Goldman Sachs Funds, which may consist of payments relating to Funds included on preferred or recommended fund lists or in certain sales programs from time to time sponsored by the Intermediaries; access to the Intermediaries’ registered representatives or salespersons, including at conferences and other meetings; assistance in training and education of personnel; marketing support; and/or other specified services intended to assist in the distribution and marketing of the Funds and other Goldman Sachs Funds. The payments may also, to the extent permitted by applicable regulations, contribute to various non-cash and cash incentive arrangements to promote the sale of shares, as well as sponsor various educational programs, sales contests and/or promotions. The additional payments by the Investment Adviser, Distributor and/or their affiliates may also compensate

 
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  Intermediaries for subaccounting, administrative and/or shareholder processing services that are in addition to the fees paid for these services by the Funds. The amount of these additional payments is normally not expected to exceed 0.50% (annualized) of the amount sold or invested through the Intermediaries. Please refer to the “Payments to Intermediaries” section of the Additional Statement for more information about these payments.
 
  The payments made by the Investment Adviser, Distributor and/or their affiliates may be different for different Intermediaries. The presence of these payments and the basis on which an Intermediary compensates its registered representatives or salespersons may create an incentive for a particular Intermediary, registered representative or salesperson to highlight, feature or recommend Funds based, at least in part, on the level of compensation paid. You should contact your Authorized Dealer or Intermediary for more information about the payments it receives and any potential conflicts of interest.

   DISTRIBUTION SERVICES AND FEES   

  What Are The Different Distribution And Service Fees Paid By Class A, B and C Shares?
  The Trust has adopted distribution and service plans (each a “Plan”) under which Class A, Class B and Class C Shares bear distribution and service fees paid to Authorized Dealers and Goldman Sachs. If the fees received by Goldman Sachs pursuant to the Plans exceed its expenses, Goldman Sachs may realize a profit from these arrangements. Goldman Sachs generally pays the distribution and service fees on a quarterly basis.
 
  Under the Plans, Goldman Sachs is entitled to a monthly fee from each Fund for distribution services equal, on an annual basis, to 0.25%, 0.75% and 0.75%, respectively, of a Fund’s average daily net assets attributed to Class A, Class B and Class C Shares. Because these fees are paid out of the Fund’s assets on an ongoing basis, over time, these fees will increase the cost of your investment and may cost you more than paying other types of such charges.
 
  The distribution fees are subject to the requirements of Rule 12b-1 under the Investment Company Act of 1940, and may be used (among other things) for:
  n   Compensation paid to and expenses incurred by Authorized Dealers, Goldman Sachs and their respective officers, employees and sales representatives;
  n   Commissions paid to Authorized Dealers;
  n   Allocable overhead;
  n   Telephone and travel expenses;

 
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  n   Interest and other costs associated with the financing of such compensation and expenses;
  n   Printing of prospectuses for prospective shareholders;
  n   Preparation and distribution of sales literature or advertising of any type; and
  n   All other expenses incurred in connection with activities primarily intended to result in the sale of Class A, Class B and Class C Shares.

  In connection with the sale of Class C Shares, Goldman Sachs normally begins paying the 0.75% distribution fee as an ongoing commission to Authorized Dealers after the shares have been held for one year.

   PERSONAL ACCOUNT MAINTENANCE SERVICES AND FEES   

  Under the Plans, Goldman Sachs is also entitled to receive a separate fee equal on an annual basis to 0.25% of each Fund’s average daily net assets attributed to Class B or Class C Shares. This fee is for personal and account maintenance services, and may be used to make payments to Goldman Sachs, Authorized Dealers and their officers, sales representatives and employees for responding to inquiries of, and furnishing assistance to, shareholders regarding ownership of their shares or their accounts or similar services not otherwise provided on behalf of the Funds. If the fees received by Goldman Sachs pursuant to the Plans exceed its expenses, Goldman Sachs may realize a profit from this arrangement.
 
  In connection with the sale of Class C Shares, Goldman Sachs normally begins paying the 0.25% ongoing service fee to Authorized Dealers after the shares have been held for one year.

   RESTRICTIONS ON EXCESSIVE TRADING PRACTICES   

  Policies and Procedures on Excessive Trading Practices. In accordance with the policy adopted by the Board of Trustees, the Trust discourages frequent purchases and redemptions of Fund shares and does not permit market timing or other excessive trading practices. Purchases and exchanges should be made with a view to longer-term investment purposes only that are consistent with the investment policies and practice of the respective Funds. Excessive, short-term (market timing) trading practices may disrupt portfolio management strategies, increase brokerage and administrative costs, harm fund performance and result in dilution in the value of Fund shares held by longer-term shareholders. The Trust and Goldman Sachs reserve the right to reject or restrict purchase or exchange requests from any investor. The Trust and Goldman Sachs will not be liable for any loss resulting from rejected purchase or exchange orders. To minimize harm to the Trust and its
 
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  shareholders (or Goldman Sachs), the Trust (or Goldman Sachs) will exercise this right if, in the Trust’s (or Goldman Sachs’) judgment, an investor has a history of excessive trading or if an investor’s trading, in the judgment of the Trust (or Goldman Sachs), has been or may be disruptive to a Fund. In making this judgment, trades executed in multiple accounts under common ownership or control may be considered together to the extent they can be identified. No waivers of the provisions of the policy established to detect and deter market timing and other excessive trading activity are permitted that would harm the Trust or its shareholders or would subordinate the interests of the Trust or its shareholders to those of Goldman Sachs or any affiliated person or associated person of Goldman Sachs.
 
  To deter excessive shareholder trading, the Structured International Equity Fund and certain other International Equity Funds and Fixed Income Funds (which are offered in separate prospectuses) impose a redemption fee on redemptions made within 30 calendar days of purchase subject to certain exceptions. See “Shareholder Guide—What Do I Need To Know About The Redemption Fee?” for more information about the redemption fee, including transactions and certain omnibus accounts to which the redemption fee does not apply. As a further deterrent to excessive trading, many foreign equity securities held by the Structured International Equity Fund are priced by an independent pricing service using fair valuation. For more information on fair valuation, please see “Shareholder Guide—How are Shares Priced?”.
 
  Pursuant to the policy adopted by the Board of Trustees, Goldman Sachs has developed criteria that it uses to identify trading activity that may be excessive. Goldman Sachs reviews on a regular, periodic basis available information relating to the trading activity in the Funds in order to assess the likelihood that a Fund may be the target of excessive trading. As part of its excessive trading surveillance process, Goldman Sachs, on a periodic basis, examines transactions that exceed certain monetary thresholds or numerical limits within a period of time. Consistent with the standards described above, if, in its judgment, Goldman Sachs detects excessive, short term trading, Goldman Sachs may reject or restrict a purchase or exchange request and may further seek to close an investor’s account with a Fund. Goldman Sachs may modify its surveillance procedures and criteria from time to time without prior notice regarding the detection of excessive trading or to address specific circumstances. Goldman Sachs will apply the criteria in a manner that, in Goldman Sachs’ judgment, will be uniform.
 
  Fund shares may be held through omnibus arrangements maintained by intermediaries such as broker-dealers, investment advisers, transfer agents, administrators and insurance companies. In addition, Fund shares may be held in omnibus

 
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  401(k) plans, Employee Benefit Plans and other group accounts. Omnibus accounts include multiple investors and such accounts typically provide the Funds with a net purchase or redemption request on any given day where the purchases and redemptions of Fund shares by the investors shares are netted against one another. The identity of individual investors whose purchase and redemption orders are aggregated are not known by the Funds. A number of these financial intermediaries may not have the capability or may not be willing to apply the Funds’ market timing policies or any applicable redemption fee. While Goldman Sachs may monitor share turnover at the omnibus account level, a Fund’s ability to monitor and detect market timing by shareholders or apply any applicable redemption fee in these omnibus accounts is limited. The netting effect makes it more difficult to identify, locate and eliminate market timing activities. In addition, those investors who engage in market timing and other excessive trading activities may employ a variety of techniques to avoid detection. There can be no assurance that the Funds and Goldman Sachs will be able to identify all those who trade excessively or employ a market timing strategy, and curtail their trading in every instance.
 
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  Taxation
 
  As with any investment, you should consider how your investment in the Funds will be taxed. The tax information below is provided as general information. More tax information is available in the Additional Statement. You should consult your tax adviser about the federal, state, local or foreign tax consequences of your investment in the Funds.
 
  Unless your investment is an IRA or other tax-advantaged account, you should consider the possible tax consequences of Fund distributions and the sale of your Fund shares.

   DISTRIBUTIONS   

  Each Fund contemplates declaring as dividends each year all or substantially all of its taxable income. Distributions you receive from the Funds are generally subject to federal income tax, and may also be subject to state or local taxes. This is true whether you reinvest your distributions in additional Fund shares or receive them in cash. For federal tax purposes, Fund distributions attributable to short-term capital gains and net investment income are generally taxable to you as ordinary income, while distributions attributable to long-term capital gains are taxable as long-term capital gains, no matter how long you have owned your Fund shares.
 
  Under recent changes to the Internal Revenue Code (the “Code”), the maximum long-term capital gain tax rate applicable to individuals, estates, and trusts is 15%. Also, Fund distributions to noncorporate shareholders attributable to dividends received by the Funds from U.S. and certain qualified foreign corporations will generally be taxed at the long-term capital gain rate, as long as certain other requirements are met. A sunset provision provides that the 15% long-term capital gain rate and the taxation of dividends at the long-term capital gain rate will revert back to a prior version of these provisions in the Code for taxable years beginning after December 31, 2008. The amount of a Fund’s distributions that qualify for this favorable tax treatment may be reduced as a result of a Fund’s securities lending activities, by a high portfolio turnover rate or by investments in debt securities or “non-qualified” foreign corporations. For these lower rates to apply, the non-corporate shareholder must own the relevant Fund shares for at least 61 days during the 121-day period beginning 60 days before the Fund’s ex-dividend date.
 
  Although distributions are generally treated as taxable to you in the year they are paid, distributions declared in October, November or December but paid in January are taxable as if they were paid in December. A percentage of the Funds’ dividends

 
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  paid to corporate shareholders may be eligible for the corporate dividends-received deduction. This percentage may, however, be reduced as a result of a Fund’s securities lending activities, by a high portfolio turnover rate, or by investments in debt securities or foreign corporations. Character and tax status of all distributions will be available to shareholders after the close of each calendar year.
 
  Each Fund may be subject to foreign withholding or other foreign taxes on income or gain from certain foreign securities. In general, each Fund, except the Structured International Equity Fund, may deduct these taxes in computing its taxable income. The Structured International Equity Fund may make an election to treat a proportionate amount of those taxes as constituting a distribution to each shareholder, which would allow you either (i) to credit that proportionate amount of taxes against U.S. Federal income tax liability as a foreign tax credit or (ii) to take that amount as an itemized deduction.
 
  If you buy shares of a Fund before it makes a distribution, the distribution will be taxable to you even though it may actually be a return of a portion of your investment. This is known as “buying a dividend.”

   SALES AND EXCHANGES   

  Your sale of Fund shares is a taxable transaction for federal income tax purposes, and may also be subject to state and local taxes. For tax purposes, the exchange of your Fund shares for shares of a different Goldman Sachs Fund is the same as a sale. When you sell your shares, you will generally recognize a capital gain or loss in an amount equal to the difference between your adjusted tax basis in the shares and the amount received. Generally, this gain or loss is long-term or short-term depending on whether your holding period exceeds twelve months, except that any loss realized on shares held for six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends that were received on the shares. Additionally, any loss realized on a sale, exchange or redemption of shares of a Fund may be disallowed under “wash sale” rules to the extent the shares disposed of are replaced with other shares of that Fund within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to a dividend reinvestment in shares of that Fund. If disallowed, the loss will be reflected in an adjustment to the basis of the shares acquired.

 
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TAXATION

   OTHER INFORMATION   

  When you open your account, you should provide your Social Security Number or tax identification number on your Account Application. By law, each Fund must withhold 28% of your taxable distributions and any redemption proceeds if you do not provide your correct taxpayer identification number, or certify that it is correct, or if the IRS instructs the Fund to do so.
 
  Non-U.S. investors may be subject to U.S. withholding and estate tax. However, non-U.S. investors generally may file for a tax refund of tax withheld (if any) on distributions of qualified interest income and short-term capital gains made by the Funds after September 1, 2005 and before August 31, 2008.

 
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  Appendix A
Additional Information on Portfolio
Risks, Securities and Techniques

   A.  General Portfolio Risks   

  The Funds will be subject to the risks associated with equity investments. “Equity investments” may include common stocks, preferred stocks, interests in real estate investment trusts, convertible debt obligations, convertible preferred stocks, equity interests in trusts, partnerships, joint ventures, limited liability companies and similar enterprises, warrants, stock purchase rights and synthetic and derivative instruments that have economic characteristics similar to equity securities. In general, the values of equity investments fluctuate in response to the activities of individual companies and in response to general market and economic conditions. Accordingly, the values of the equity investments that a Fund holds may decline over short or extended periods. The stock markets tend to be cyclical, with periods when stock prices generally rise and periods when prices generally decline. This volatility means that the value of your investment in the Funds may increase or decrease. In recent years, certain stock markets have experienced substantial price volatility.
 
  To the extent that a Fund invests in fixed-income securities, that Fund will also be subject to the risks associated with its fixed-income securities. These risks include interest rate risk, credit risk and call/extension risk. In general, interest rate risk involves the risk that when interest rates decline, the market value of fixed-income securities tends to increase. Conversely, when interest rates increase, the market value of fixed-income securities tends to decline. Credit risk involves the risk that an issuer or guarantor could default on its obligations, and a Fund will not recover its investment. Call risk and extension risk are normally present when the borrower has the option to prepay its obligations.
 
  The Investment Adviser will not consider the portfolio turnover rate a limiting factor in making investment decisions for a Fund. A high rate of portfolio turnover (100% or more) involves correspondingly greater expenses which must be borne by a Fund and its shareholders, and is also likely to result in higher short-term capital gains taxable to shareholders. The portfolio turnover rate is calculated by dividing the lesser of the dollar amount of sales or purchases of portfolio securities by the average monthly value of a Fund’s portfolio securities, excluding securities having a maturity at the date of purchase of one year or less. See “Financial Highlights” in Appendix B for a statement of the Funds’ historical portfolio turnover rates.

 
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  The following sections provide further information on certain types of securities and investment techniques that may be used by the Funds, including their associated risks. Additional information is provided in the Additional Statement, which is available upon request. Among other things, the Additional Statement describes certain fundamental investment restrictions that cannot be changed without shareholder approval. You should note, however, that all investment objectives and all investment policies not specifically designated as fundamental are non-fundamental, and may be changed without shareholder approval. If there is a change in a Fund’s investment objective, you should consider whether that Fund remains an appropriate investment in light of your then current financial position and needs.

   B.  Other Portfolio Risks   

  Risks of Investing in Small Capitalization and Mid-Capitalization Companies. Each Fund may, to the extent consistent with its investment policies, invest in small and mid-capitalization companies. Investments in small and mid-capitalization companies involve greater risk and portfolio price volatility than investments in larger capitalization stocks. Among the reasons for the greater price volatility of these investments are the less certain growth prospects of smaller firms and the lower degree of liquidity in the markets for such securities. Small and mid-capitalization companies may be thinly traded and may have to be sold at a discount from current market prices or in small lots over an extended period of time. In addition, these securities are subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities in particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic or market conditions, or adverse investor perceptions whether or not accurate. Because of the lack of sufficient market liquidity, a Fund may incur losses because it will be required to effect sales at a disadvantageous time and only then at a substantial drop in price. Small and mid-capitalization companies include “unseasoned” issuers that do not have an established financial history; often have limited product lines, markets or financial resources; may depend on or use a few key personnel for management; and may be susceptible to losses and risks of bankruptcy. Small and mid-capitalization companies may be operating at a loss or have significant variations in operating results; may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence; may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position; and may have substantial borrowings or may otherwise have a weak financial condition. In addition, these companies may face intense competition, including competition from companies with greater financial resources, more extensive development,

 
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  manufacturing, marketing, and other capabilities, and a larger number of qualified managerial and technical personnel. Transaction costs for these investments are often higher than those of larger capitalization companies. Investments in small and mid-capitalization companies may be more difficult to price precisely than other types of securities because of their characteristics and lower trading volumes.
 
  Risks of Foreign Investments. The Funds may make foreign investments. Foreign investments involve special risks that are not typically associated with U.S. dollar denominated or quoted securities of U.S. issuers. Foreign investments may be affected by changes in currency rates, changes in foreign or U.S. laws or restrictions applicable to such investments and changes in exchange control regulations ( e.g. , currency blockage). A decline in the exchange rate of the currency ( i.e. , weakening of the currency against the U.S. dollar) in which a portfolio security is quoted or denominated relative to the U.S. dollar would reduce the value of the portfolio security. In addition, if the currency in which a Fund receives dividends, interest or other payments declines in value against the U.S. dollar before such income is distributed as dividends to shareholders or converted to U.S. dollars, the Fund may have to sell portfolio securities to obtain sufficient cash to pay such dividends.
 
  Brokerage commissions, custodial services and other costs relating to investment in international securities markets generally are more expensive than in the United States. In addition, clearance and settlement procedures may be different in foreign countries and, in certain markets, such procedures have been unable to keep pace with the volume of securities transactions, thus making it difficult to conduct such transactions.
 
  Foreign issuers are not generally subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to U.S. issuers. There may be less publicly available information about a foreign issuer than about a U.S. issuer. In addition, there is generally less government regulation of foreign markets, companies and securities dealers than in the United States, and the legal remedies for investors may be more limited than the remedies available in the United States. Foreign securities markets may have substantially less volume than U.S. securities markets and securities of many foreign issuers are less liquid and more volatile than securities of comparable domestic issuers. Furthermore, with respect to certain foreign countries, there is a possibility of nationalization, expropriation or confiscatory taxation, imposition of withholding or other taxes on dividend or interest payments (or, in some cases, capital gains distributions), limitations on the removal of funds or other assets from such countries, and risks of political or social instability or diplomatic developments which could adversely affect investments in those countries.

 
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APPENDIX A

  Concentration of a Fund’s assets in one or a few countries and currencies will subject a Fund to greater risks than if a Fund’s assets were not geographically concentrated.
 
  Investment in sovereign debt obligations by a Fund involves risks not present in debt obligations of corporate issuers. The issuer of the debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due in accordance with the terms of such debt, and a Fund may have limited recourse to compel payment in the event of a default. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt, and in turn a Fund’s NAV, to a greater extent than the volatility inherent in debt obligations of U.S. issuers.
 
  A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward international lenders, and the political constraints to which a sovereign debtor may be subject.
 
  Investments in foreign securities may take the form of sponsored and unsponsored American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), European Depositary Receipts (“EDRs”) or other similar instruments representing securities of foreign issuers. ADRs, GDRs and EDRs represent the right to receive securities of foreign issuers deposited in a bank or other depository. ADRs and certain GDRs are traded in the United States. GDRs may be traded in either the United States or in foreign markets. EDRs are traded primarily outside the United States. Prices of ADRs are quoted in U.S. dollars. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security.
 
  Risks of Euro. On January 1, 1999, the European Economic and Monetary Union (EMU) introduced a new single currency called the euro. The euro has replaced the national currencies of the following member countries: Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, and Spain. In addition, Cyprus, the Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia and Slovenia became members of the EMU on May 1, 2004, but these countries will not adopt the euro as their new currency until they can show that their economies have converged with the economies of the euro zone.
 
  The European Central Bank has control over each country’s monetary policies. Therefore, the member countries no longer control their own monetary policies by directing independent interest rates for their currencies. The national governments

 
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  of the participating countries, however, have retained the authority to set tax and spending policies and public debt levels.
 
  The change to the euro as a single currency is relatively new and untested. The elimination of currency risk among EMU countries has affected the economic environment and behavior of investors, particularly in European markets, but the long-term impact of those changes on currency values or on the business or financial condition of European countries and issuers cannot be fully assessed at this time. In addition, the introduction of the euro presents other unique uncertainties, including the fluctuation of the euro relative to non-euro currencies; whether the interest rate, tax and labor regimes of European countries participating in the euro will converge over time; and whether the conversion of the currencies of other countries that now are or may in the future become members of the European Union (“EU”) will have an impact on the euro. Also, it is possible that the euro could be abandoned in the future by countries that have already adopted its use. In May and June 2005, voters in France and the Netherlands rejected ratification of the EU Constitution causing some other countries to postpone moves toward ratification. These or other events, including political and economic developments, could cause market disruptions, and could adversely affect the value of securities held by the Funds. Because of the number of countries using this single currency, a significant portion of the assets held by the Funds may be denominated in the euro.
 
  Risks of Emerging Countries. The Structured International Equity Fund may invest in securities of issuers located in emerging countries. The risks of foreign investment are heightened when the issuer is located in an emerging country. Emerging countries are generally located in the Asia and Pacific regions, Eastern Europe, Latin and South America and Africa. The Fund’s purchase and sale of portfolio securities in certain emerging countries may be constrained by limitations relating to daily changes in the prices of listed securities, periodic trading or settlement volume and/or limitations on aggregate holdings of foreign investors. Such limitations may be computed based on the aggregate trading volume by or holdings of the Fund, the Investment Adviser, its affiliates and their respective clients and other service providers. The Fund may not be able to sell securities in circumstances where price, trading or settlement volume limitations have been reached.
 
  Foreign investment in the securities markets of certain emerging countries is restricted or controlled to varying degrees which may limit investment in such countries or increase the administrative costs of such investments. For example, certain Asian countries require governmental approval prior to investments by foreign persons or limit investment by foreign persons to only a specified percentage of an

 
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  issuer’s outstanding securities or a specific class of securities which may have less advantageous terms (including price) than securities of the issuer available for purchase by nationals. In addition, certain countries may restrict or prohibit investment opportunities in issuers or industries deemed important to national interests. Such restrictions may affect the market price, liquidity and rights of securities that may be purchased by the Fund. The repatriation of both investment income and capital from certain emerging countries is subject to restrictions such as the need for governmental consents. In situations where a country restricts direct investment in securities (which may occur in certain Asian and other countries), the Fund may invest in such countries through other investment funds in such countries.
 
  Many emerging countries have experienced currency devaluations and substantial (and, in some cases, extremely high) rates of inflation. Other emerging countries have experienced economic recessions. These circumstances have had a negative effect on the economies and securities markets of such emerging countries. Economies in emerging countries generally are dependent heavily upon commodity prices and international trade and, accordingly, have been and may continue to be affected adversely by the economies of their trading partners, trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade.
 
  Many emerging countries are subject to a substantial degree of economic, political and social instability. Governments of some emerging countries are authoritarian in nature or have been installed or removed as a result of military coups, while governments in other emerging countries have periodically used force to suppress civil dissent. Disparities of wealth, the pace and success of democratization, and ethnic, religious and racial disaffection, among other factors, have also led to social unrest, violence and/or labor unrest in some emerging countries. Unanticipated political or social developments may result in sudden and significant investment losses. Investing in emerging countries involves greater risk of loss due to expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and on repatriation of capital invested. As an example, in the past some Eastern European governments have expropriated substantial amounts of private property, and many claims of the property owners have never been fully settled. There is no assurance that similar expropriations will not recur in Eastern European or other countries.
 
  The Structured International Equity Fund’s investment in emerging countries may also be subject to withholding or other taxes, which may be significant and may reduce the return from an investment in such countries to the Fund.
 
  Settlement procedures in emerging countries are frequently less developed and reliable than those in the United States and may involve the Fund’s delivery of

 
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  securities before receipt of payment for their sale. In addition, significant delays may occur in certain markets in registering the transfer of securities. Settlement or registration problems may make it more difficult for the Fund to value its portfolio securities and could cause the Fund to miss attractive investment opportunities, to have a portion of its assets uninvested or to incur losses due to the failure of a counterparty to pay for securities the Fund has delivered or the Fund’s inability to complete its contractual obligations because of theft or other reasons.
 
  The creditworthiness of the local securities firms used by a Fund in emerging countries may not be as sound as the creditworthiness of firms used in more developed countries. As a result, the Fund may be subject to a greater risk of loss if a securities firm defaults in the performance of its responsibilities.
 
  The small size and inexperience of the securities markets in certain emerging countries and the limited volume of trading in securities in those countries may make the Fund’s investments in such countries less liquid and more volatile than investments in countries with more developed securities markets (such as the United States, Japan and most Western European countries). The Fund’s investments in emerging countries are subject to the risk that the liquidity of a particular investment, or investments generally, in such countries will shrink or disappear suddenly and without warning as a result of adverse economic, market or political conditions or adverse investor perceptions, whether or not accurate. Because of the lack of sufficient market liquidity, the Fund may incur losses because it will be required to effect sales at a disadvantageous time and only then at a substantial drop in price. Investments in emerging countries may be more difficult to price precisely because of the characteristics discussed above and lower trading volumes.
 
  The Fund’s use of foreign currency management techniques in emerging countries may be limited. The Investment Adviser anticipates that a significant portion of the Funds’ currency exposure in emerging countries may not be covered by these techniques.
 
  Risks of Derivative Investments. A Fund’s transactions, if any, in options, futures, options on futures, swaps, structured securities and foreign currency transactions involve additional risk of loss. Loss can result from a lack of correlation between changes in the value of derivative instruments and the portfolio assets (if any) being hedged, the potential illiquidity of the markets for derivative instruments, or the risks arising from margin requirements and related leverage factors associated with such transactions. The use of these management techniques also involves the risk of loss if the Investment Adviser is incorrect in its expectation of fluctuations in securities prices, interest rates or currency prices. Each Fund may also invest in derivative investments for non-hedging purposes (that is, to seek to increase total

 
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APPENDIX A

  return). Investing for non-hedging purposes is considered a speculative practice and presents even greater risk of loss.
 
  Risks of Illiquid Securities. Each Fund may invest up to 15% of its net assets in illiquid securities which cannot be disposed of in seven days in the ordinary course of business at fair value. Illiquid securities include:
  n   Both domestic and foreign securities that are not readily marketable
  n   Certain stripped mortgage-backed securities
  n   Repurchase agreements and time deposits with a notice or demand period of more than seven days
  n   Certain over-the-counter options
  n   Certain structured securities and all swap transactions
  n   Certain restricted securities, unless it is determined, based upon a review of the trading markets for a specific restricted security, that such restricted security is liquid because it is so-called “4(2) commercial paper” or is otherwise eligible for resale pursuant to Rule 144A under the Securities Act of 1933 (“144A Securities”).

  Investing in 144A Securities may decrease the liquidity of a Fund’s portfolio to the extent that qualified institutional buyers become for a time uninterested in purchasing these restricted securities. The purchase price and subsequent valuation of restricted and illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists.
 
  Credit/Default Risks. Debt securities purchased by the Funds may include securities (including zero coupon bonds) issued by the U.S. government (and its agencies, instrumentalities and sponsored enterprises), foreign governments, domestic and foreign corporations, banks and other issuers. Some of these fixed-income securities are described in the next section below. Further information is provided in the Additional Statement.
 
  Debt securities rated BBB or higher by Standard & Poor’s Rating Group (“Standard & Poor’s”), Baa or higher by Moody’s Investors Service, Inc. (“Moody’s”) or having a comparable rating by another NRSRO are considered “investment grade.” Securities rated BBB or Baa are considered medium-grade obligations with speculative characteristics, and adverse economic conditions or changing circumstances may weaken their issuers’ capacity to pay interest and repay principal. A security will be deemed to have met a rating requirement if it receives the minimum required rating from at least one such rating organization even though it has been rated below the minimum rating by one or more other rating organizations, or if unrated by such rating organizations, the security is determined by the Investment Adviser to be of comparable credit quality. If a

 
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  security satisfies a Fund’s minimum rating requirement at the time of purchase and is subsequently downgraded below that rating, the Fund will not be required to dispose of the security. If a downgrade occurs, the Investment Adviser will consider what action, including the sale of the security, is in the best interest of a Fund and its shareholders.
 
  Temporary Investment Risks. Each Fund may, for temporary defensive purposes, invest a certain percentage of its total assets in:
  n   U.S. government securities
  n   Commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO
  n   Certificates of deposit
  n   Bankers’ acceptances
  n   Repurchase agreements
  n   Non-convertible preferred stocks and non-convertible corporate bonds with a remaining maturity of less than one year

  When a Fund’s assets are invested in such instruments, the Fund may not be achieving its investment objective.

   C.  Portfolio Securities and Techniques   

  This section provides further information on certain types of securities and investment techniques that may be used by the Funds, including their associated risks.
 
  The Funds may purchase other types of securities or instruments similar to those described in this section if otherwise consistent with the Fund’s investment objectives and policies. Further information is provided in the Additional Statement, which is available upon request.
 
  Convertible Securities. Each Fund may invest in convertible securities. Convertible securities are preferred stock or debt obligations that are convertible into common stock. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. Convertible securities in which a Fund invests are subject to the same rating criteria as its other investments in fixed-income securities. Convertible securities have both equity and fixed-income risk characteristics. Like all fixed-income securities, the value of convertible securities is susceptible to the risk of market losses attributable to changes in interest rates. Generally, the market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. However, when the market price of the common stock underlying a convertible security exceeds the conversion price of the convertible security, the convertible security tends to reflect

 
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APPENDIX A

  the market price of the underlying common stock. As the market price of the underlying common stock declines, the convertible security, like a fixed-income security, tends to trade increasingly on a yield basis, and thus may not decline in price to the same extent as the underlying common stock.
 
  Foreign Currency Transactions. A Fund may, to the extent consistent with its investment policies, purchase or sell foreign currencies on a cash basis or through forward contracts. A forward contract involves an obligation to purchase or sell a specific currency at a future date at a price set at the time of the contract. A Fund may engage in foreign currency transactions for hedging purposes and to seek to protect against anticipated changes in future foreign currency exchange rates. In addition, the Structured International Equity Fund may enter into such transactions to seek to increase total return, which is considered a speculative practice. The Structured International Equity Fund may also enter into foreign currency transactions to seek a closer correlation between the Fund’s overall currency exposures and the currency exposures of the Fund’s performance benchmark.
 
  The Funds may also engage in cross-hedging by using forward contracts in a currency different from that in which the hedged security is denominated or quoted. A Fund may hold foreign currency received in connection with investments in foreign securities when, in the judgment of the Investment Adviser, it would be beneficial to convert such currency into U.S. dollars at a later date ( e.g. , the Investment Adviser may anticipate the foreign currency to appreciate against the U.S. dollar).
 
  Currency exchange rates may fluctuate significantly over short periods of time, causing, along with other factors, a Fund’s NAV to fluctuate (when the Fund’s NAV fluctuates, the value of your shares may go up or down). Currency exchange rates also can be affected unpredictably by the intervention of U.S. or foreign governments or central banks, or the failure to intervene, or by currency controls or political developments in the United States or abroad.
 
  The market in forward foreign currency exchange contracts, currency swaps and other privately negotiated currency instruments offers less protection against defaults by the other party to such instruments than is available for currency instruments traded on an exchange. Such contracts are subject to the risk that the counterparty to the contract will default on its obligations. Since these contracts are not guaranteed by an exchange or clearinghouse, a default on a contract would deprive a Fund of unrealized profits, transaction costs or the benefits of a currency hedge or could force the Fund to cover its purchase or sale commitments, if any, at the current market price.

 
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  Structured Securities. Each Fund may invest in structured securities. Structured securities are securities whose value is determined by reference to changes in the value of specific currencies, interest rates, commodities, indices or other financial indicators (the “Reference”) or the relative change in two or more References.
 
  The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference. Structured securities may be positively or negatively indexed, so that appreciation of the Reference may produce an increase or decrease in the interest rate or value of the security at maturity. In addition, changes in the interest rates or the value of the security at maturity may be a multiple of changes in the value of the Reference. Consequently, structured securities may present a greater degree of market risk than many types of securities and may be more volatile, less liquid and more difficult to price accurately than less complex securities.
 
  REITs. Each Fund may invest in REITs. REITs are pooled investment vehicles that invest primarily in either real estate or real estate related loans. The value of a REIT is affected by changes in the value of the properties owned by the REIT or securing mortgage loans held by the REIT. REITs are dependent upon the ability of the REITs’ managers, and are subject to heavy cash flow dependency, default by borrowers and the qualification of the REITs under applicable regulatory requirements for favorable income tax treatment. REITs are also subject to risks generally associated with investments in real estate including possible declines in the value of real estate, general and local economic conditions, environmental problems and changes in interest rates. To the extent that assets underlying a REIT are concentrated geographically, by property type or in certain other respects, these risks may be heightened. A Fund will indirectly bear its proportionate share of any expenses, including management fees, paid by a REIT in which it invests.
 
  Options on Securities, Securities Indices and Foreign Currencies. A put option gives the purchaser of the option the right to sell, and the writer (seller) of the option the obligation to buy, the underlying instrument during the option period. A call option gives the purchaser of the option the right to buy, and the writer (seller) of the option the obligation to sell, the underlying instrument during the option period. Each Fund may write (sell) covered call and put options and purchase put and call options on any securities in which the Fund may invest or on any securities index consisting of securities in which it may invest. A Fund may also, to the extent consistent with its investment policies, purchase and sell (write) put and call options on foreign currencies.
 
  The writing and purchase of options is a highly specialized activity which involves special investment risks. Options may be used for either hedging or cross-hedging purposes, or to seek to increase total return (which is considered a speculative

 
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  activity). The successful use of options depends in part on the ability of the Investment Adviser to manage future price fluctuations and the degree of correlation between the options and securities (or currency) markets. If the Investment Adviser is incorrect in its expectation of changes in market prices or determination of the correlation between the instruments or indices on which options are written and purchased and the instruments in a Fund’s investment portfolio, the Fund may incur losses that it would not otherwise incur. The use of options can also increase a Fund’s transaction costs. Options written or purchased by the Funds may be traded on U.S. exchanges or (in the case of the Structured International Equity Fund) foreign exchanges or over-the-counter. Foreign and over-the-counter options will present greater possibility of loss because of their greater illiquidity and credit risks.
 
  Futures Contracts and Options on Futures Contracts. Futures contracts are standardized, exchange-traded contracts that provide for the sale or purchase of a specified financial instrument or currency at a future time at a specified price. An option on a futures contract gives the purchaser the right (and the writer of the option the obligation) to assume a position in a futures contract at a specified exercise price within a specified period of time. A futures contract may be based on a particular securities index. The Structured International Equity Fund may also purchase and sell futures contracts based on various securities, foreign currencies and other financial instruments and indices. The Funds may engage in futures transactions on U.S. exchanges and the Structured International Equity Fund may engage in transactions on foreign exchanges.
 
  Each Fund may purchase and sell futures contracts, and purchase and write call and put options on futures contracts, in order to seek to increase total return or to hedge against changes in securities prices or, to the extent a Fund invests in foreign securities, currency exchange rates. Each Fund may also enter into closing purchase and sale transactions with respect to such contracts and options. The Trust, on behalf of each Fund, has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act, and therefore is not subject to registration or regulation as a pool operator under that Act with respect to the Funds.
 
  Futures contracts and related options present the following risks:

  n   While a Fund may benefit from the use of futures and options on futures, unanticipated changes in securities prices or currency exchange rates may result in poorer overall performance than if the Fund had not entered into any futures contracts or options transactions.
 
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  n   Because perfect correlation between a futures position and a portfolio position that is intended to be protected is impossible to achieve, the desired protection may not be obtained and a Fund may be exposed to additional risk of loss.
  n   The loss incurred by a Fund in entering into futures contracts and in writing call options on futures is potentially unlimited and may exceed the amount of the premium received.
  n   Futures markets are highly volatile and the use of futures may increase the volatility of a Fund’s NAV.
  n   As a result of the low margin deposits normally required in futures trading, a relatively small price movement in a futures contract may result in substantial losses to a Fund.
  n   Futures contracts and options on futures may be illiquid, and exchanges may limit fluctuations in futures contract prices during a single day.
  n   Foreign exchanges may not provide the same protection as U.S. exchanges.

  Equity Swaps. Each Fund may invest in equity swaps. Equity swaps allow the parties to a swap agreement to exchange the dividend income or other components of return on an equity investment (for example, a group of equity securities or an index) for a component of return on another non-equity or equity investment.
 
  An equity swap may be used by a Fund to invest in a market without owning or taking physical custody of securities in circumstances in which direct investment may be restricted for legal reasons or is otherwise deemed impractical or disadvantageous. Equity swaps are derivatives and their value can be very volatile. To the extent that the Investment Adviser does not accurately analyze and predict the potential relative fluctuation of the components swapped with another party, a Fund may suffer a loss, which may be substantial. The value of some components of an equity swap (such as the dividends on a common stock) may also be sensitive to changes in interest rates. Furthermore, a Fund may suffer a loss if the counterparty defaults. Because equity swaps are normally illiquid, a Fund may be unable to terminate its obligations when desired.
 
  When-Issued Securities and Forward Commitments. Each Fund may purchase when-issued securities and make contracts to purchase or sell securities for a fixed price at a future date beyond customary settlement time. When-issued securities are securities that have been authorized, but not yet issued. When-issued securities are purchased in order to secure what is considered to be an advantageous price or yield to the Fund at the time of entering into the transaction. A forward commitment involves the entering into a contract to purchase or sell securities for a fixed price at a future date beyond the customary settlement period.
 
  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

 
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  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, a Fund may dispose of when-issued securities or forward commitments prior to settlement if the Investment Adviser deems it appropriate.
 
  Repurchase Agreements. Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. Each Fund may enter into repurchase agreements with securities dealers and banks which furnish collateral at least equal in value or market price to the amount of their repurchase obligation.
 
  If the other party or “seller” defaults, a Fund might 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 bankruptcy of the seller, a Fund could suffer additional losses if a court determines that the Fund’s interest in the collateral is not enforceable.
 
  Certain Funds, together with other registered investment companies having advisory agreements with the Investment Adviser or any of its affiliates, may transfer uninvested cash balances into a single joint account, the daily aggregate balance of which will be invested in one or more repurchase agreements.
 
  Lending of Portfolio Securities. Each Fund may engage in securities lending. Securities lending involves the lending of securities owned by a Fund to financial institutions such as certain broker-dealers including, as permitted by the SEC, Goldman Sachs. The borrowers are required to secure their loans continuously with cash, cash equivalents, U.S. government securities or letters of credit in an amount at least equal to the market value of the securities loaned. Cash collateral may be invested by a Fund in short-term investments, including unregistered investment pools managed by the Investment Adviser or its affiliates and from which the Investment Adviser or its affiliates may receive fees. To the extent that cash collateral is so invested, such collateral will be subject to market depreciation or appreciation, and a Fund will be responsible for any loss that might result from its investment of the borrowers’ collateral. If the Investment Adviser determines to make securities loans, the value of the securities loaned may not exceed 33 1/3% of the value of the total assets of a Fund (including the loan collateral). Loan collateral (including any investment of the collateral) is not subject to the percentage limitations described elsewhere in this Prospectus regarding investments in fixed-income securities and cash equivalents.

 
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  A Fund may lend its securities to increase its income. A Fund may, however, experience delay in the recovery of its securities or incur a loss if the institution with which it has engaged in a portfolio loan transaction breaches its agreement with the Fund or becomes insolvent.
 
  Preferred Stock, Warrants and Rights. Each Fund may invest in preferred stock, warrants and rights. Preferred stocks are securities that represent an ownership interest providing the holder with claims on the issuer’s earnings and assets before common stock owners but after bond owners. Unlike debt securities, the obligations of an issuer of preferred stock, including dividend and other payment obligations, may not typically be accelerated by the holders of such preferred stock on the occurrence of an event of default or other non-compliance by the issuer of the preferred stock.
 
  Warrants and other rights are options to buy a stated number of shares of common stock at a specified price at any time during the life of the warrant or right. The holders of warrants and rights have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer.
 
  Other Investment Companies. Each Fund may invest in securities of other investment companies (including exchange-traded funds such as SPDRs and iShares SM , as defined below) subject to statutory limitations prescribed by the Investment Company Act of 1940. These limitations include a prohibition on any Fund acquiring more than 3% of the voting shares of any other investment company, and a prohibition on investing more than 5% of a Fund’s total assets in securities of any one investment company or more than 10% of its total assets in securities of all investment companies. A Fund will indirectly bear its proportionate share of any management fees and other expenses paid by such other investment companies. Although the Funds do not expect to do so in the foreseeable future, each Fund is authorized to invest substantially all of its assets in a single open-end investment company or series thereof that has substantially the same investment objective, policies and fundamental restrictions as the Fund. Pursuant to an exemptive order obtained from the SEC, other investment companies in which a Fund may invest include money market funds which the Investment Adviser or any of its affiliates serves as investment adviser, administrator or distributor.
 
  Exchange-traded funds such as SPDRs and iShares SM are shares of unaffiliated investment companies which are traded like traditional equity securities on a national securities exchange or the NASDAQ ® National Market System.

  n   Standard & Poor’s Depositary Receipts™. The Funds may, consistent with their investment policies, purchase Standard & Poor’s Depositary Receipts™ (“SPDRs”). SPDRs are securities traded on an exchange that represent
 
86


 

APPENDIX A

  ownership in the SPDR Trust, a trust which has been established to accumulate and hold a portfolio of common stocks that is intended to track the price performance and dividend yield of the S&P 500 ® . SPDRs may be used for several reasons, including, but not limited to, facilitating the handling of cash flows or trading, or reducing transaction costs. The price movement of SPDRs may not perfectly parallel the price action of the S&P 500 ® .
 
  n   iShares SM . iShares are shares of an investment company that invests substantially all of its assets in securities included in specified indices, including the MSCI indices for various countries and regions. The market prices of iShares are expected to fluctuate in accordance with both changes in the NAVs of their underlying indices and supply and demand of iShares on an exchange. However, iShares have a limited operating history and information is lacking regarding the actual performance and trading liquidity of iShares for extended periods or over complete market cycles. In addition, there is no assurance that the requirements of the exchange necessary to maintain the listing of iShares will continue to be met or will remain unchanged. In the event substantial market or other disruptions affecting iShares occur in the future, the liquidity and value of a Fund’s shares could also be substantially and adversely affected. If such disruptions were to occur, a Fund could be required to reconsider the use of iShares as part of its investment strategy.

  Unseasoned Companies. Each Fund may invest in companies which (together with their predecessors) have operated less than three years. The securities of such companies may have limited liquidity, which can result in their being priced higher or lower than might otherwise be the case. In addition, investments in unseasoned companies are more speculative and entail greater risk than do investments in companies with an established operating record.
 
  Corporate Debt Obligations. Corporate debt obligations include bonds, notes, debentures, commercial paper and other obligations of corporations to pay interest and repay principal. Each Fund may invest in corporate debt obligations issued by U.S. and certain non-U.S. issuers which issue securities denominated in the U.S. dollar (including Yankee and Euro obligations). In addition to obligations of corporations, corporate debt obligations include securities issued by banks and other financial institutions and supranational entities ( i.e. , the World Bank, the International Monetary Fund, etc.).
 
  Bank Obligations. Each Fund may invest in obligations issued or guaranteed by U.S. or foreign banks. Bank obligations, including without limitation, time deposits, bankers’ acceptances and certificates of deposit, may be general obligations of the parent bank or may be limited to the issuing branch by the terms of the specific obligations or by government regulations. Banks are subject to extensive but

 
87


 

  different governmental regulations which may limit both the amount and types of loans which may be made and interest rates which may be charged. In addition, the profitability of the banking industry is largely dependent upon the availability and cost of funds for the purpose of financing lending operations under prevailing money market conditions. General economic conditions as well as exposure to credit losses arising from possible financial difficulties of borrowers play an important part in the operation of this industry.
 
  U.S. Government Securities. Each Fund may invest in U.S. Government Securities. U.S. Government Securities include U.S. Treasury obligations and obligations issued or guaranteed by U.S. government agencies, instrumentalities or sponsored enterprises. U.S. Government Securities may be supported by (a) the full faith and credit of the U.S. Treasury; (b) the right of the issuer to borrow from the U.S. Treasury; (c) the discretionary authority of the U.S. government to purchase certain obligations of the issuer; or (d) only the credit of the issuer. U.S. Government Securities also include Treasury receipts, zero coupon bonds and other stripped U.S. Government Securities, where the interest and principal components of stripped U.S. Government Securities are traded independently.
 
  Custodial Receipts and Trust Certificates. Each Fund may invest in custodial receipts and trust certificates representing interests in securities held by a custodian or trustee. The securities so held may include U.S. Government Securities or other types of securities in which a Fund may invest. The custodial receipts or trust certificates may evidence ownership of future interest payments, principal payments or both on the underlying securities, or, in some cases, the payment obligation of a third party that has entered into an interest rate swap or other arrangement with the custodian or trustee. For certain securities laws purposes, custodial receipts and trust certificates may not be considered obligations of the U.S. government or other issuer of the securities held by the custodian or trustee. If for tax purposes a Fund is not considered to be the owner of the underlying securities held in the custodial or trust account, the Fund may suffer adverse tax consequences. As a holder of custodial receipts and trust certificates, a Fund will bear its proportionate share of the fees and expenses charged to the custodial account or trust. Each Fund may also invest in separately issued interests in custodial receipts and trust certificates.
 
  Borrowings. Each Fund can borrow money from banks and other financial institutions in amounts not exceeding one-third of its total assets for temporary or emergency purposes. A Fund may not make additional investments if borrowings exceed 5% of its total assets.

 
88


 

 
  Appendix B
Financial Highlights
 
  The financial highlights tables are intended to help you understand a Fund’s financial performance for the past five years (or less if the Fund has not been in operation for five years). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions). The information has been audited by PricewaterhouseCoopers LLP, whose report, along with a Fund’s financial statements, is included in the Funds’ annual report (available upon request).

STRUCTURED LARGE CAP VALUE FUND

                                           
Structured Large Cap Value Fund— Class A Shares

For the Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 11.15     $ 9.48     $ 8.74     $ 10.31     $ 10.81  
   
Income (loss) from investment operations
                                       
Net investment income (loss) a
    0.12       0.04       0.10       0.07       0.07  
Net realized and unrealized gain (loss)
    1.76       1.75       0.74       (1.57 )     (0.42 )
   
 
Total from investment operations
    1.88       1.79       0.84       (1.50 )     (0.35 )
   
Distributions to shareholders
                                       
From net investment income
    (0.09 )     (0.12 )     (0.10 )     (0.07 )     (0.09 )
From net realized gains
    (0.25 )                       (0.06 )
   
 
Total distributions
    (0.34 )     (0.12 )     (0.10 )     (0.07 )     (0.15 )
   
Net asset value, end of year
  $ 12.69     $ 11.15     $ 9.48     $ 8.74     $ 10.31  
   
Total return b
    17.13 %     18.93 %     9.70 %     (14.61 )%     (3.32 )%
Net assets, end of year (in 000s)
  $ 186,441     $ 100,374     $ 79,866     $ 76,472     $ 89,861  
Ratio of net expenses to average net assets
    1.10 %     1.10 %     1.11 %     1.11 %     1.10 %
Ratio of net investment income (loss) to average net assets
    0.99 %     0.95 %     1.13 %     0.76 %     0.64 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.14 %     1.15 %     1.22 %     1.20 %     1.17 %
Ratio of net investment income (loss) to average net assets
    0.95 %     0.90 %     1.02 %     0.67 %     0.57 %
Portfolio turnover rate
    132 %     154 %     102 %     112 %     70 %

See page 104 for all footnotes.

 
89


 

                                           
Structured Large Cap Value Fund— Class B Shares

For the Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 11.06     $ 9.40     $ 8.67     $ 10.24     $ 10.75  
   
Income (loss) from investment operations
                                       
Net investment income (loss) a
    0.03       (0.04 )     0.03       c     (0.01 )
Net realized and unrealized gain (loss)
    1.76       1.74       0.73       (1.56 )     (0.42 )
   
 
Total from investment operations
    1.79       1.70       0.76       (1.56 )     (0.43 )
   
Distributions to shareholders
                                       
From net investment income
    (0.01 )     (0.04 )     (0.03 )     (0.01 )     (0.02 )
From net realized gains
    (0.25 )                       (0.06 )
   
 
Total distributions
    (0.26 )     (0.04 )     (0.03 )     (0.01 )     (0.08 )
   
Net asset value, end of year
  $ 12.59     $ 11.06     $ 9.40     $ 8.67     $ 10.24  
   
Total return b
    16.32 %     18.09 %     8.83 %     (15.28 )%     (4.08 )%
Net assets, end of year (in 000s)
  $ 20,479     $ 19,819     $ 18,077     $ 18,828     $ 22,089  
Ratio of net expenses to average net assets
    1.85 %     1.85 %     1.86 %     1.86 %     1.85 %
Ratio of net investment income (loss) to average net assets
    0.22 %     0.19 %     0.38 %     0.00 %     (0.11 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.89 %     1.90 %     1.97 %     1.95 %     1.92 %
Ratio of net investment income (loss) to average net assets
    0.18 %     0.14 %     0.27 %     (0.09 )%     (0.18 )%
Portfolio turnover rate
    132 %     154 %     102 %     112 %     70 %

See page 104 for all footnotes.

 
90


 

APPENDIX B

                                           
Structured Large Cap Value Fund—Class C Shares

For the Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 11.07     $ 9.42     $ 8.68     $ 10.25     $ 10.76  
   
Income (loss) from investment operations
                                       
Net investment income (loss) a
    0.03       (0.04 )     0.03       c     (0.01 )
Net realized and unrealized gain (loss)
    1.76       1.73       0.74       (1.56 )     (0.42 )
   
 
Total from investment operations
    1.79       1.69       0.77       (1.56 )     (0.43 )
   
Distributions to shareholders
                                       
From net investment income
    (0.01 )     (0.04 )     (0.03 )     (0.01 )     (0.02 )
From net realized gains
    (0.25 )                       (0.06 )
   
 
Total distributions
    (0.26 )     (0.04 )     (0.03 )     (0.01 )     (0.08 )
   
Net asset value, end of year
  $ 12.60     $ 11.07     $ 9.42     $ 8.68     $ 10.25  
   
Total return b
    16.32 %     17.97 %     8.95 %     (15.26 )%     (4.07 )%
Net assets, end of year (in 000s)
  $ 20,666     $ 17,027     $ 13,798     $ 12,533     $ 15,222  
Ratio of net expenses to average net assets
    1.85 %     1.85 %     1.86 %     1.86 %     1.85 %
Ratio of net investment income (loss) to average net assets
    0.22 %     0.19 %     0.37 %     0.01 %     (0.11 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.89 %     1.90 %     1.97 %     1.95 %     1.92 %
Ratio of net investment income (loss) to average net assets
    0.18 %     0.14 %     0.26 %     (0.08 )%     (0.18 )%
Portfolio turnover rate
    132 %     154 %     102 %     112 %     70 %

See page 104 for all footnotes.

 
91


 

STRUCTURED U.S. EQUITY FUND

                                           
Structured U.S. Equity Fund— Class A Shares

For the Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 25.81     $ 22.57     $ 20.18     $ 24.30     $ 36.77  
   
Income (loss) from investment operations
                                       
Net investment income (loss) a
    0.26 d     0.11       0.09       0.04       0.01  
Net realized and unrealized gain (loss)
    3.28       3.20       2.31       (4.16 )     (8.96 )
   
 
Total from investment operations
    3.54       3.31       2.40       (4.12 )     (8.95 )
   
Distributions to shareholders
                                       
From net investment income
    (0.22 )     (0.07 )     (0.01 )           (0.06 )
From net realized gains
                            (3.46 )
   
 
Total distributions
    (0.22 )     (0.07 )     (0.01 )           (3.52 )
   
Net asset value, end of year
  $ 29.13     $ 25.81     $ 22.57     $ 20.18     $ 24.30  
   
Total return b
    13.75 %     14.71 %     11.90 %     (16.95 )%     (25.96 )%
Net assets, end of year (in 000s)
  $ 477,204     $ 398,346     $ 351,673     $ 340,934     $ 471,445  
Ratio of net expenses to average net assets
    1.09 %     1.13 %     1.15 %     1.14 %     1.14 %
Ratio of net investment income (loss) to average net assets
    0.93 % d     0.43 %     0.44 %     0.19 %     0.04 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.19 %     1.25 %     1.26 %     1.24 %     1.23 %
Ratio of net investment income (loss) to average net assets
    0.83 % d     0.31 %     0.33 %     0.09 %     (0.05 )%
Portfolio turnover rate
    142 %     112 %     74 %     74 %     54 %

See page 104 for all footnotes.

 
92


 

APPENDIX B

                                           
Structured U.S. Equity Fund— Class B Shares

For the Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 24.39     $ 21.42     $ 19.28     $ 23.39     $ 35.71  
   
Income (loss) from investment operations
                                       
Net investment income (loss) a
    0.05 d     (0.08 )     (0.06 )     (0.13 )     (0.19 )
Net realized and unrealized gain (loss)
    3.09       3.05       2.20       (3.98 )     (8.67 )
   
 
Total from investment operations
    3.14       2.97       2.14       (4.11 )     (8.86 )
   
Distributions to shareholders
                                       
From net investment income
    (0.01 )                        
From net realized gains
                            (3.46 )
   
 
Total distributions
    (0.01 )                       (3.46 )
   
Net asset value, end of year
  $ 27.52     $ 24.39     $ 21.42     $ 19.28     $ 23.39  
   
Total return b
    12.87 %     13.87 %     11.10 %     (17.57 )%     (26.49 )%
Net assets, end of year (in 000s)
  $ 108,595     $ 115,492     $ 118,993     $ 125,243     $ 184,332  
Ratio of net expenses to average net assets
    1.84 %     1.88 %     1.90 %     1.89 %     1.89 %
Ratio of net investment income (loss) to average net assets
    0.19 % d     (0.32 )%     (0.31 )%     (0.57 )%     (0.70 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.94 %     2.00 %     2.01 %     1.99 %     1.98 %
Ratio of net investment income (loss) to average net assets
    0.09 % d     (0.44 )%     (0.42 )%     (0.67 )%     (0.79 )%
Portfolio turnover rate
    142 %     112 %     74 %     74 %     54 %

See page 104 for all footnotes.

 
93


 

                                           
Structured U.S. Equity Fund— Class C Shares

For the Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 24.30     $ 21.34     $ 19.20     $ 23.29     $ 35.59  
   
Income (loss) from investment operations
                                       
Net investment income (loss) a
    0.05 d     (0.08 )     (0.06 )     (0.12 )     (0.19 )
Net realized and unrealized gain (loss)
    3.07       3.04       2.20       (3.97 )     (8.65 )
   
 
Total from investment operations
    3.12       2.96       2.14       (4.09 )     (8.84 )
   
Distributions to shareholders
                                       
From net investment income
    (0.03 )                        
From net realized gains
                            (3.46 )
   
 
Total distributions
    (0.03 )                       (3.46 )
   
Net asset value, end of year
  $ 27.39     $ 24.30     $ 21.34     $ 19.20     $ 23.29  
   
Total return b
    12.86 %     13.87 %     11.15 %     (17.56 )%     (26.53 )%
Net assets, end of year (in 000s)
  $ 38,380     $ 38,656     $ 36,546     $ 36,223     $ 45,841  
Ratio of net expenses to average net assets
    1.84 %     1.88 %     1.90 %     1.89 %     1.89 %
Ratio of net investment income (loss) to average net assets
    0.20 % d     (0.32 )%     (0.31 )%     (0.56 )%     (0.70 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.94 %     2.00 %     2.01 %     1.99 %     1.98 %
Ratio of net investment income (loss) to average net assets
    0.10 % d     (0.44 )%     (0.42 )%     (0.66 )%     (0.79 )%
Portfolio turnover rate
    142 %     112 %     74 %     74 %     54 %

See page 104 for all footnotes.

 
94


 

APPENDIX B

STRUCTURED LARGE CAP GROWTH FUND

                                           
Structured Large Cap Growth Fund— Class A Shares

For the Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 11.13     $ 10.33     $ 9.06     $ 11.51     $ 22.66  
   
Income (loss) from investment operations
                                       
Net investment income (loss) a
    0.04 e     (0.01 )     (0.01 )     (0.03 )     (0.09 )
Net realized and unrealized gain (loss)
    1.38 f     0.81       1.28       (2.38 )     (9.97 )
   
 
Total from investment operations
    1.42       0.80       1.27       (2.41 )     (10.06 )
   
Distributions to shareholders
                                       
From net investment income
                            (0.02 )
From net realized gains
                      (0.04 )     (1.07 )
   
 
Total distributions
                      (0.04 )     (1.09 )
   
Net asset value, end of year
  $ 12.55     $ 11.13     $ 10.33     $ 9.06     $ 11.51  
   
Total return b
    12.76 % g     7.74 %     14.02 %     (21.04 )%     (45.97 )%
Net assets, end of year (in 000s)
  $ 166,792     $ 120,872     $ 127,317     $ 139,593     $ 246,785  
Ratio of net expenses to average net assets
    1.11 %     1.15 %     1.18 %     1.17 %     1.16 %
Ratio of net investment income (loss) to average net assets
    0.37 % e     (0.10 )%     (0.07 )%     (0.32 )%     (0.57 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.24 %     1.29 %     1.31 %     1.27 %     1.24 %
Ratio of net investment income (loss) to average net assets
    0.24 % e     (0.24 )%     (0.20 )%     (0.42 )%     (0.65 )%
Portfolio turnover rate
    146 %     149 %     119 %     113 %     68 %

See page 104 for all footnotes.

 
95


 

                                           
Structured Large Cap Growth Fund— Class B Shares

For the Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 10.55     $ 9.87     $ 8.72     $ 11.16     $ 22.14  
   
Income (loss) from investment operations
                                       
Net investment income (loss) a
    (0.04 ) e     (0.09 )     (0.07 )     (0.11 )     (0.20 )
Net realized and unrealized gain (loss)
    1.30 f     0.77       1.22       (2.29 )     (9.71 )
   
 
Total from investment operations
    1.26       0.68       1.15       (2.40 )     (9.91 )
   
Distributions to shareholders
                                       
From net investment income
                             
From net realized gains
                      (0.04 )     (1.07 )
   
 
Total distributions
                      (0.04 )     (1.07 )
   
Net asset value, end of year
  $ 11.81     $ 10.55     $ 9.87     $ 8.72     $ 11.16  
   
Total return b
    11.94 % g     6.89 %     13.19 %     (21.61 )%     (46.37 )%
Net assets, end of year (in 000s)
  $ 65,545     $ 78,810     $ 91,084     $ 99,959     $ 167,469  
Ratio of net expenses to average net assets
    1.86 %     1.90 %     1.93 %     1.92 %     1.91 %
Ratio of net investment income (loss) to average net assets
    (0.32 )% e     (0.85 )%     (0.82 )%     (1.06 )%     (1.32 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.99 %     2.04 %     2.06 %     2.02 %     1.99 %
Ratio of net investment income (loss) to average net assets
    (0.45 )% e     (0.99 )%     (0.95 )%     (1.16 )%     (1.40 )%
Portfolio turnover rate
    146 %     149 %     119 %     113 %     68 %

See page 104 for all footnotes.

 
96


 

APPENDIX B

                                           
Structured Large Cap Growth Fund— Class C Shares

For the Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 10.55     $ 9.87     $ 8.72     $ 11.17     $ 22.15  
   
Income (loss) from investment operations
                                       
Net investment income (loss) a
    (0.04 ) e     (0.09 )     (0.07 )     (0.11 )     (0.20 )
Net realized and unrealized gain (loss)
    1.30 f     0.77       1.22       (2.30 )     (9.71 )
   
 
Total from investment operations
    1.26       0.68       1.15       (2.41 )     (9.91 )
   
Distributions to shareholders
                                       
From net investment income
                             
From net realized gains
                      (0.04 )     (1.07 )
   
 
Total distributions
                      (0.04 )     (1.07 )
   
Net asset value, end of year
  $ 11.81     $ 10.55     $ 9.87     $ 8.72     $ 11.17  
   
Total return b
    11.94 % g     6.89 %     13.19 %     (21.68 )%     (46.35 )%
Net assets, end of year (in 000s)
  $ 29,672     $ 32,901     $ 36,553     $ 41,627     $ 77,398  
Ratio of net expenses to average net assets
    1.86 %     1.90 %     1.93 %     1.92 %     1.91 %
Ratio of net investment income (loss) to average net assets
    (0.32 )% e     (0.85 )%     (0.82 )%     (1.07 )%     (1.32 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.99 %     2.04 %     2.06 %     2.02 %     1.99 %
Ratio of net investment income (loss) to average net assets
    (0.45 )% e     (0.99 )%     (0.95 )%     (1.17 )%     (1.40 )%
Portfolio turnover rate
    146 %     149 %     119 %     113 %     68 %

See page 104 for all footnotes.

 
97


 

STRUCTURED SMALL CAP EQUITY FUND

                                           
Structured Small Cap Equity Fund—Class A Shares

For the Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 12.24     $ 11.61     $ 9.36     $ 10.59     $ 12.90  
   
Income (loss) from investment operations
                                       
Net investment income (loss) a
    (0.02 )     (0.04 )     0.02       c     0.01  
Net realized and unrealized gain (loss)
    3.02       1.38       2.23       (0.83 )     (1.12 )
   
 
Total from investment operations
    3.00       1.34       2.25       (0.83 )     (1.11 )
   
Distributions to shareholders
                                       
From net investment income
          (0.02 )                  
From net realized gains
    (0.69 )     (0.69 )           (0.40 )     (1.20 )
   
 
Total distributions
    (0.69 )     (0.71 )           (0.40 )     (1.20 )
   
Net asset value, end of year
  $ 14.55     $ 12.24     $ 11.61     $ 9.36     $ 10.59  
   
Total return b
    24.97 %     11.87 %     24.04 %     (8.20 )%     (8.64 )%
Net assets, end of year (in 000s)
  $ 154,877     $ 114,684     $ 89,340     $ 57,014     $ 50,093  
Ratio of net expenses to average net assets
    1.33 %     1.33 %     1.34 %     1.34 %     1.33 %
Ratio of net investment income (loss) to average net assets
    (0.15 )%     (0.30 )%     0.25 %     0.01 %     0.09 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.41 %     1.43 %     1.52 %     1.58 %     1.59 %
Ratio of net investment income (loss) to average net assets
    (0.23 )%     (0.40 )%     0.07 %     (0.23 )%     (0.17 )%
Portfolio turnover rate
    149 %     153 %     149 %     136 %     85 %

See page 104 for all footnotes.

 
98


 

APPENDIX B

                                           
Structured Small Cap Equity Fund— Class B Shares

For the Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 11.56     $ 11.06     $ 8.99     $ 10.26     $ 12.63  
   
Income (loss) from investment operations
                                       
Net investment income (loss) a
    (0.11 )     (0.13 )     (0.05 )     (0.08 )     (0.07 )
Net realized and unrealized gain (loss)
    2.84       1.32       2.12       (0.79 )     (1.10 )
   
 
Total from investment operations
    2.73       1.19       2.07       (0.87 )     (1.17 )
   
Distributions to shareholders
                                       
From net investment income
                             
From net realized gains
    (0.69 )     (0.69 )           (0.40 )     (1.20 )
   
 
Total distributions
    (0.69 )     (0.69 )           (0.40 )     (1.20 )
   
Net asset value, end of year
  $ 13.60     $ 11.56     $ 11.06     $ 8.99     $ 10.26  
   
Total return b
    24.07 %     11.08 %     23.03 %     (8.88 )%     (9.35 )%
Net assets, end of year (in 000s)
  $ 19,555     $ 19,642     $ 19,408     $ 16,854     $ 16,125  
Ratio of net expenses to average net assets
    2.08 %     2.08 %     2.09 %     2.09 %     2.08 %
Ratio of net investment income (loss) to average net assets
    (0.89 )%     (1.04 )%     (0.51 )%     (0.74 )%     (0.66 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.16 %     2.18 %     2.27 %     2.33 %     2.34 %
Ratio of net investment income (loss) to average net assets
    (0.97 )%     (1.14 )%     (0.69 )%     (0.98 )%     (0.92 )%
Portfolio turnover rate
    149 %     153 %     149 %     136 %     85 %

See page 104 for all footnotes.

 
99


 

                                           
Structured Small Cap Equity Fund— Class C Shares

For the Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 11.60     $ 11.10     $ 9.01     $ 10.29     $ 12.66  
   
Income (loss) from investment operations
                                       
Net investment income (loss) a
    (0.11 )     (0.13 )     (0.05 )     (0.07 )     (0.07 )
Net realized and unrealized gain (loss)
    2.84       1.32       2.14       (0.81 )     (1.10 )
   
 
Total from investment operations
    2.73       1.19       2.09       (0.88 )     (1.17 )
   
Distributions to shareholders
                                       
From net investment income
                             
From net realized gains
    (0.69 )     (0.69 )           (0.40 )     (1.20 )
   
 
Total distributions
    (0.69 )     (0.69 )           (0.40 )     (1.20 )
   
Net asset value, end of year
  $ 13.64     $ 11.60     $ 11.10     $ 9.01     $ 10.29  
   
Total return b
    24.09 %     11.05 %     23.09 %     (8.95 )%     (9.32 )%
Net assets, end of year (in 000s)
  $ 24,901     $ 20,915     $ 16,463     $ 11,504     $ 8,885  
Ratio of net expenses to average net assets
    2.08 %     2.08 %     2.09 %     2.09 %     2.08 %
Ratio of net investment income (loss) to average net assets
    (0,90 )%     (1.05 )%     (0.51 )%     (0.74 )%     (0.66 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.16 %     2.18 %     2.27 %     2.33 %     2.34 %
Ratio of net investment income (loss) to average net assets
    (0.98 )%     (1.15 )%     (0.69 )%     (0.98 )%     (0.92 )%
Portfolio turnover rate
    149 %     153 %     149 %     136 %     85 %

See page 104 for all footnotes.

 
100


 

APPENDIX B

STRUCTURED INTERNATIONAL EQUITY FUND

                                           
Structured International Equity Fund—Class A Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 9.49     $ 7.66     $ 7.35     $ 8.38     $ 11.32  
   
Income (loss) from investment operations
                                       
Net investment income (loss) a
    0.18       0.10       0.08       0.03       c
Net realized and unrealized gain (loss)
    2.10       1.80       0.28       (1.06 )     (2.35 )
   
 
Total from investment operations
    2.28       1.90       0.36       (1.03 )     (2.35 )
   
Distributions to shareholders
                                       
From net investment income
    (0.07 )     (0.07 )     (0.05 )           (0.04 )
In excess of net investment income
                             
From net realized gains
                            (0.55 )
   
 
Total distributions
    (0.07 )     (0.07 )     (0.05 )           (0.59 )
   
Net asset value, end of year
  $ 11.70     $ 9.49     $ 7.66     $ 7.35     $ 8.38  
   
Total return b
    24.12 %     24.85 %     5.00 %     (12.29 )%     (21.50 )%
Net assets, end of year (in 000s)
  $ 293,591     $ 130,291     $ 95,015     $ 72,405     $ 108,955  
Ratio of net expenses to average net assets
    1.39 %     1.59 %     1.67 %     1.67 %     1.66 %
Ratio of net investment income (loss) to average net assets
    1.64 %     1.08 %     1.12 %     0.38 %     0.00 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.40 %     1.68 %     1.84 %     1.82 %     1.77 %
Ratio of net investment income (loss) to average net assets
    1.63 %     0.99 %     0.95 %     0.23 %     (0.11 )%
Portfolio turnover rate
    73 %     99 %     122 %     115 %     93 %

See page 104 for all footnotes.

 
101


 

 

                                           
Structured International Equity Fund—Class B Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 9.37     $ 7.56     $ 7.24     $ 8.29     $ 11.22  
   
Income (loss) from investment operations
                                       
Net investment loss a
    0.08       0.04       0.04       (0.01 )     (0.04 )
Net realized and unrealized gain (loss)
    2.08       1.80       0.28       (1.04 )     (2.34 )
   
 
Total from investment operations
    2.16       1.84       0.32       (1.05 )     (2.38 )
   
Distributions to shareholders
                                       
From net investment income
          (0.03 )     c            
In excess of net investment income
                             
From net realized gains
                            (0.55 )
   
 
Total distributions
          (0.03 )     c           (0.55 )
   
Net asset value, end of year
  $ 11.53     $ 9.37     $ 7.56     $ 7.24     $ 8.29  
   
Total return b
    23.05 %     24.31 %     4.45 %     (12.67 )%     (21.93 )%
Net assets, end of year (in 000s)
  $ 8,075     $ 6,408     $ 5,574     $ 6,434     $ 8,575  
Ratio of net expenses to average net assets
    2.14 %     2.16 %     2.17 %     2.17 %     2.16 %
Ratio of net investment loss to average net assets
    0.75 %     0.45 %     0.56 %     (0.07 )%     (0.47 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.15 %     2.25 %     2.34 %     2.32 %     2.27 %
Ratio of net investment loss to average net assets
    0.74 %     0.36 %     0.39 %     (0.22 )%     (0.58 )%
Portfolio turnover rate
    73 %     99 %     122 %     115 %     93 %

See page 104 for all footnotes.

 
102


 

APPENDIX B

 

                                           
Structured International Equity Fund—Class C Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 9.37     $ 7.56     $ 7.25     $ 8.30     $ 11.23  
   
Income (loss) from investment operations
                                       
Net investment loss a
    0.08       0.04       0.04       (0.01 )     (0.04 )
Net realized and unrealized gain (loss)
    2.09       1.79       0.28       (1.04 )     (2.34 )
   
 
Total from investment operations
    2.17       1.83       0.32       (1.05 )     (2.38 )
   
Distributions to shareholders
                                       
From net investment income
          (0.02 )     (0.01 )            
In excess of net investment income
                             
From net realized gains
                            (0.55 )
   
 
Total distributions
          (0.02 )     (0.01 )           (0.55 )
   
Net asset value, end of year
  $ 11.54     $ 9.37     $ 7.56     $ 7.25     $ 8.30  
   
Total return b
    23.16 %     24.28 %     4.38       (12.65 )%     (21.91 )%
Net assets, end of year (in 000s)
  $ 4,824     $ 3,747     $ 3,646     $ 3,963     $ 5,114  
Ratio of net expenses to average net assets
    2.14 %     2.16 %     2.17 %     2.17 %     2.16 %
Ratio of net investment loss to average net assets
    0.75 %     0.43 %     0.64 %     (0.07 )%     (0.44 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.15 %     2.25 %     2.34 %     2.32 %     2.27 %
Ratio of net investment loss to average net assets
    0.74 %     0.34 %     0.47 %     (0.22 )     (0.55 )%
Portfolio turnover rate
    73 %     99 %     122 %     115 %     93 %

See page 104 for all footnotes.

 
103


 

Footnotes:
a
Calculated based on the average shares outstanding methodology.
b
Assumes investment at the net asset value at the beginning of the period, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the period and no sales or redemption charges. Total return would be reduced if a sales or redemption charge were taken into account. Total returns for periods less than one full year are not annualized. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
c
Less than $0.005 per share.
d
Reflects income recognized from a special dividend which amounted to $0.10 per share and 0.37% of average net assets.
e
Reflects income recognized from a special dividend which amounted to $0.03 per share and 0.30% of average net assets.
f
Reflects an increase of $0.01 due to payments by affiliates during the period to reimburse certain security claims.
g
Performance has not been restated to reflect the impact of security claims recorded during the period. If restated, the performance would have been 12.67%, 11.85%, and 11.85% for Class A, Class B, and Class C Shares.
 
104


 

 
  Index
         
    1 General Investment Management Approach
 
    4 Fund Investment Objectives and Strategies
    4   Goldman Sachs Structured Large Cap Value Fund
    6   Goldman Sachs Structured U.S. Equity Fund
    7   Goldman Sachs Structured Large Cap Growth Fund
    8   Goldman Sachs Structured Small Cap Equity Fund
    9   Goldman Sachs Structured International Equity Fund
 
    11 Other Investment Practices and Securities
 
    13 Principal Risks of the Funds
    17 Fund Performance
 
    23 Fund Fees and Expenses
 
    32 Service Providers
 
    39 Dividends
 
    40 Shareholder Guide
    40   How To Buy Shares
    54   How To Sell Shares
 
    69 Taxation
 
    72 Appendix A
     Additional Information on
     Portfolio Risks, Securities
     and Techniques
 
    89 Appendix B
     Financial Highlights


 

 
  Structured Equity Funds
Prospectus
(Class A, B and C Shares)

   FOR MORE INFORMATION   

  Annual/Semi-annual Report
  Additional information about the Funds’ investments is available in the Funds’ annual and semi-annual reports to shareholders. In the Funds’ annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during the last fiscal year. A discussion regarding the basis for the Board of Trustees’ approval of the Management Agreement for the Funds is available in the Funds’ annual report dated August 31, 2005.
 
  Statement of Additional Information
  Additional information about the Funds and their policies is also available in the Funds’ Additional Statement. The Additional Statement is incorporated by reference into this Prospectus (is legally considered part of this Prospectus).
 
  The Funds’ annual and semi-annual reports, and the Additional Statement, are available free upon request by calling Goldman Sachs at 1-800-526-7384. You can also access and download the annual and semi-annual reports and the Additional Statement at the Funds’ website: http://www.gs.com/funds.
 
  To obtain other information and for shareholder inquiries:

     
     n  By telephone:
  1-800-526-7384
     n  By mail:
  Goldman Sachs Funds, 71 S. Wacker Dr., Suite 500
Chicago, IL 60606
     n  By e-mail:
  gs-funds@gs.com
     n  On the Internet:
  SEC EDGAR database – http://www.sec.gov
Goldman Sachs – http://www.gs.com/funds

  You may review and obtain copies of Fund documents (including the Additional Statement) by visiting the SEC’s public reference room in Washington, D.C. You may also obtain copies of Fund documents, after paying a duplicating fee, by writing to the SEC’s Public Reference Section, Washington, D.C. 20549-0102 or by electronic request to: publicinfo@sec.gov. Information on the operation of the public reference room may be obtained by calling the SEC at (202) 942-8090.

The Funds’ investment company registration number is 811-5349.

CORE SM is a service mark of Goldman, Sachs & Co.
GSAM ® is a registered service mark of Goldman, Sachs & Co.

535740

STRUCTPROABC
LOGO


 

Prospectus
  Institutional
Shares
 
  December 29, 2005

 GOLDMAN SACHS STRUCTURED EQUITY FUNDS
     
(GRAPHIC)
  n  Goldman Sachs Structured Large Cap Value Fund

n
 Goldman Sachs Structured U.S. Equity Fund

n
 Goldman Sachs Structured Large Cap Growth Fund

n
 Goldman Sachs Structured Small Cap Equity Fund

n
 Goldman Sachs Structured International Equity Fund

 
  THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
 
  AN INVESTMENT IN A FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN A FUND INVOLVES INVESTMENT RISKS, AND YOU MAY LOSE MONEY IN A FUND.
 
(GOLDMAN SACHS LOGO)


 

         

NOT FDIC-INSURED   May Lose Value   No Bank Guarantee


 

 
  General Investment
Management Approach
 
  Goldman Sachs Asset Management, L.P. (“GSAM ® ”) serves as investment adviser to the Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Equity, and Structured International Equity Funds. GSAM is referred to in this Prospectus as the “Investment Adviser.”

   QUANTITATIVE STYLE FUNDS   

  GSAM’s Quantitative Investment Philosophy:
  GSAM’s quantitative style of funds management emphasizes the three building blocks of active management: stock selection , portfolio construction and efficient implementation.

   GOLDMAN SACHS STRUCTURED FUNDS   

  Step 1: Stock Selection
  We attempt to forecast expected returns on approximately 8,500 stocks on a daily basis using proprietary CORE SM (“Computer-Optimized, Research-Enhanced”) models developed by the Quantitative Equity (“QE”) team. These quantitative models are based on six investment themes—Valuation, Momentum, Analyst Sentiment, Profitability, Earnings Quality, and Management Impact. The Valuation theme attempts to capture potential mispricings of securities, by comparing a measure of the company’s intrinsic value to its market value. The Momentum theme attempts to measure the company’s past market performance and expected future financial performance. The Analyst Sentiment theme looks at how Wall Street analysts’ views about a company’s earnings and prospects are changing over time. The Profitability theme assesses whether the company has good profit margins and operating efficiency, while the Earnings Quality theme evaluates what percentage of the company’s earnings are coming from more persistent, cash-based sources, as opposed to accruals. Finally, the Management Impact theme assesses the company management’s financing/investing strategy and behavior.
 
  Step 2: Portfolio Construction
  A proprietary risk model, which attempts to identify and measure the comparative risks between equity investments as accurately as possible, includes all the above factors used in the return model, as well as several other factors associated with risk but not return. In this process, the Investment Adviser seeks to manage risk by overweighting stocks with positive characteristics identified in the risk model and underweighting stocks with negative characteristics relative to their benchmark

 
1


 

  weights, while maintaining other characteristics such as size and sector weights close to the benchmark. A computer optimizer evaluates many different security combinations (considering many possible weightings) in an effort to construct the most efficient risk/return portfolio given each Structured Fund’s benchmark.
 
  Step 3: Efficient Implementation
  The portfolio management team considers transaction costs at each step of the investment process. The team incorporates expected portfolio turnover when assigning weights to the variables of the multifactor model. The team also factors expected execution costs into portfolio construction and evaluates multiple trading options. The team then selects the trading strategy it believes will minimize the total transaction costs to the Fund.
 
 
  Goldman Sachs Structured Funds are fully invested, broadly diversified and offer consistent overall portfolio characteristics. They may serve as good foundations on which to build a portfolio.


  References in this Prospectus to a Fund’s benchmark are for informational purposes only, and unless otherwise noted are not an indication of how a particular Fund is managed.

   GOLDMAN SACHS STRUCTURED INTERNATIONAL EQUITY FUND   

  The Goldman Sachs Structured International Equity Fund is a joined effort by the QE and Quantitative Strategies (“QS”) teams that is designed to invest in international markets and seeks to add value from diversified sources of return—tactical country/currency allocations and individual stock positions.
 
  In addition to Steps 1 through 3 above, the Structured International Equity Fund employs top-down global country selection. The QS team attempts to forecast returns to 21 stock markets and 9 currencies on a daily basis. Country/ currency return forecasts are determined using models developed by the QS team and are based on five investment themes: Valuation, Momentum, Risk Premium, Fund Flows and Macro. The Valuation theme favors equity and currency markets which appear cheap relative to accounting measures of value and purchasing power. The Momentum theme favors countries and currencies that have had strong recent of the benchmark. The Risk Premium theme evaluates whether a country is overcompensating investors for political and financial risk, while the Fund Flows theme evaluates the strength of capital market inflows. Finally, the Macro theme assesses a market’s interest rate environment and growth prospects.

 
2


 

GENERAL INVESTMENT MANAGEMENT APPROACH

  By combining two uncorrelated sources of expected excess returns (international stock selection and country/ currency allocation), we seek to create a portfolio that looks similar to the Fund’s benchmark, but is believed by the Investment Adviser to be positioned to outperform through tactical country and currency allocations and underlying stock selection. Sector weights are very similar to those in the benchmark, but we take international country and currency over- and under-weights and other small, diversified stock positions to seek to achieve positive excess returns relative to the benchmark.
 
3


 

 
  Fund Investment Objectives
and Strategies
 
  Goldman Sachs
Structured Large Cap Value Fund
     
FUND FACTS

Objective:
  Long-term growth of capital and dividend income
Benchmark:
  Russell 1000 ® Value Index
Investment Focus:
  Diversified portfolio of equity investments in large-cap U.S. issuers selling at low to modest valuations
Investment Style:
  Quantitative, applied to large-cap value stocks
Symbols:
  GCVIX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital and dividend income. The Fund seeks this objective through a broadly diversified portfolio of equity investments in large-cap U.S. issuers that are selling at low to modest valuations relative to general market measures, such as earnings, book value and other fundamental accounting measures, and that are expected to have favorable prospects for capital appreciation and/or dividend-paying ability.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in large-cap U.S. issuers, including foreign issuers that are traded in the United States.* However, it is currently anticipated that, under normal circumstances, the Fund will invest at least 95% of its Net Assets in such equity investments. These issuers will have public stock market capitalizations (based upon shares available for trading on

*   To the extent required by Securities and Exchange Commission (“SEC”) regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
4


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

  an unrestricted basis) similar to that of the range of the market capitalizations of companies constituting the Russell 1000 ® Value Index at the time of investment. If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The Fund is not required to limit its investments to securities in the Russell 1000 ® Value Index. The capitalization range of the Russell 1000 ® Value Index is currently between $613 million and $377 billion.
 
  The Fund’s investments are selected using both a variety of quantitative techniques and fundamental research in seeking to maximize the Fund’s expected return, while maintaining risk, style, capitalization and industry characteristics similar to the Russell 1000 ® Value Index. The Fund seeks a portfolio consisting of companies with above average capitalizations and low to moderate valuations as measured by price/earnings ratios, book value and other fundamental accounting measures.
 
  Other.  The Fund’s investments in fixed-income securities are limited to securities that are considered cash equivalents.

 
5


 

 
  Goldman Sachs
Structured U.S. Equity Fund
     
FUND FACTS

Objective:
  Long-term growth of capital and dividend income
Benchmark:
  S&P 500 ® Index
Investment Focus:
  Large-cap U.S. equity investments
Investment Style:
  Quantitative, applied to large-cap growth and value (blend) stocks
Symbols:
  GSELX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital and dividend income. The Fund seeks this objective through a broadly diversified portfolio of large-cap and blue chip equity investments representing all major sectors of the U.S. economy.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 90% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in a diversified portfolio of equity investments in U.S. issuers, including foreign companies that are traded in the United States.* However, it is currently anticipated that, under normal circumstances, the Fund will invest at least 95% of its Net Assets in such equity investments.
 
  The Fund’s investments are selected using both a variety of quantitative techniques and fundamental research in seeking to maximize the Fund’s expected return, while maintaining risk, style, capitalization and industry characteristics similar to the S&P 500 ® Index. The Fund seeks a broad representation in most major sectors of the U.S. economy and a portfolio consisting of companies with average long-term earnings growth expectations and dividend yields. The Fund is not required to limit its investments to securities in the S&P 500 ® Index.
 
  Other.  The Fund’s investments in fixed-income securities are limited to securities that are considered cash equivalents.

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its Total Assets in the particular type of investment suggested by its name.
 
6


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Structured Large Cap Growth Fund
     
FUND FACTS

Objective:
  Long-term growth of capital; dividend income is a secondary consideration
Benchmark:
  Russell 1000 ® Growth Index
Investment Focus:
  Large-cap, growth-oriented U.S. equity investments
Investment Style:
  Quantitative, applied to large-cap growth stocks
Symbols:
  GCGIX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital. The Fund seeks this objective through a broadly diversified portfolio of equity investments in large-cap U.S. issuers that are expected to have better prospects for earnings growth than the growth rate of the general domestic economy. Dividend income is a secondary consideration.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) in a broadly diversified portfolio of equity investments in large-cap U.S. issuers, including foreign issuers that are traded in the United States.* However, it is currently anticipated that, under normal circumstances, the Fund will invest at least 95% of its Net Assets in such equity investments. These issuers will have public stock market capitalizations (based upon shares available for trading on an unrestricted basis) similar to that of the Russell 1000 ® Growth Index at the time of investment. If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The Fund is not required to limit its investments to securities in the Russell 1000 ® Growth Index. The capitalization range of the Russell 1000 ® Growth Index is currently between $914 million and $377 billion.
 
  The Investment Adviser emphasizes a company’s growth prospects in analyzing equity investments to be purchased by the Fund. The Fund’s investments are selected using both a variety of quantitative techniques and fundamental research in seeking to maximize the Fund’s expected return, while maintaining risk, style, capitalization and industry characteristics similar to the Russell 1000 ® Growth Index. The Fund seeks a portfolio consisting of companies with above average capitalizations and earnings growth expectations and below average dividend yields.
 
  Other.  The Fund’s investments in fixed-income securities are limited to securities that are considered cash equivalents.

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
7


 

 
  Goldman Sachs
Structured Small Cap Equity Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  Russell 2000 ® Index
Investment Focus:
  Equity investments in small-cap U.S. companies
Investment Style:
  Quantitative, applied to small-cap growth and value (blend) stocks
Symbols:
  GCSIX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital. The Fund seeks this objective through a broadly diversified portfolio of equity investments in U.S. issuers.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) in a broadly diversified portfolio of equity investments in small-cap U.S. issuers, including foreign issuers that are traded in the United States.* However, it is currently anticipated that, under normal circumstances, the Fund will invest at least 95% of its Net Assets in such equity investments. These issuers will have public stock market capitalizations (based upon shares available for trading on an unrestricted basis) similar to that of the range of the market capitalizations of companies constituting the Russell 2000 ® Index at the time of investment. The Fund is not required to limit its investments to securities in the Russell 2000 ® Index. In addition, if the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The capitalization range of the Russell 2000 ® Index is currently between $31 million and $4 billion.
 
  The Fund’s investments are selected using both a variety of quantitative techniques and fundamental research in seeking to maximize the Fund’s expected return, while maintaining risk, style, capitalization and industry characteristics similar to the Russell 2000 ® Index. The Fund seeks a portfolio consisting of companies with small market capitalizations, strong expected earnings growth and momentum, and better valuation and risk characteristics than the Russell 2000 ® Index.
 
  Other.  The Fund’s investments in fixed-income securities are limited to securities that are considered cash equivalents.

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
8


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Structured International Equity Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  MSCI ® Europe, Australasia, Far East (“EAFE ® ”) Index (unhedged)
Investment Focus:
  Large-cap equity investments in companies that are organized outside the United States or whose securities are primarily traded outside the United States
Investment Style:
  Quantitative
Symbols:
  GCISX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital. The Fund seeks this objective through a broadly diversified portfolio of equity investments in large-cap companies that are organized outside the United States or whose securities are principally traded outside the United States.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) in a broadly 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 may allocate its assets among countries as determined by the Investment Adviser from time to time, provided the Fund’s assets are invested in at least three foreign countries. The Fund may invest in the securities of issuers in countries with emerging markets or economies (“emerging countries”).

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its net assets plus any borrowings for investment purposes (measured at the time of purchase) in the particular type of investment suggested by its name.
 
9


 

 
  Goldman Sachs
Structured International Equity Fund
continued

  The Fund seeks broad representation of large-cap issuers across major countries and sectors of the international economy. The Fund’s investments are selected using both a variety of quantitative techniques and fundamental research in seeking to maximize the Fund’s expected return, while maintaining risk, style, capitalization and industry characteristics similar to the EAFE ® Index. In addition, the Fund seeks a portfolio composed of companies with attractive valuations and stronger momentum characteristics than the EAFE ® Index.
 
  Other.  The Fund’s investments in fixed-income securities are limited to securities that are considered to be cash equivalents.

 
10


 

 
Other Investment Practices
and Securities

The table below identifies some of the investment techniques that may (but are not required to) be used by the Funds in seeking to achieve their investment objectives. The table also highlights the differences among the Funds in their use of these techniques and other investment practices and investment securities. Numbers in this table show allowable usage only; for actual usage, consult the Funds’ annual/ semi-annual reports. For more information about these and other investment practices and securities, see Appendix A. Each Fund publishes on its website (http://www.gs.com/funds) complete portfolio holdings for the Fund as of the end of each calendar quarter subject to a fifteen calendar-day lag between the date of the information and the date on which the information is disclosed. In addition, the Funds publish on their website month-end top ten holdings subject to a ten calendar-day lag between the date of the information and the date on which the information is disclosed. This information will be available on the website until the date on which a Fund files its next quarterly portfolio holdings report on Form N-CSR or Form N-Q with the SEC. In addition, a description of the Funds’ policies and procedures with respect to the disclosure of a Fund’s portfolio securities is available in the Funds’ Statement of Additional Information (“Additional Statement”).

                     
10  Percent of total assets (including securities lending collateral) (italic type)
10 Percent of net assets (excluding borrowings for investment purposes) (roman type)
•     No specific percentage limitation Structure d Structured Structured Structure d Structured
      on usage; limited only by the Large Cap U.S. Large Cap Small Cap International
      objectives and strategies of the Fund Value Equity Growth Equity Equity
—  Not permitted Fund Fund Fund Fund Fund

Investment Practices                
Borrowings
  33 1/3   33 1/3   33 1/3   33 1/3   33 1/3
Cross Hedging of Currencies
         
Currency Swaps*
          15
Custodial Receipts and Trust Certificates
         
Equity Swaps*
  15   15   15   15   15
Foreign Currency Transactions**
         
Futures Contracts and Options on Futures Contracts
   • 1    • 2    • 1    • 1  
Interest Rate Caps, Floors and Collars
           
Investment Company Securities (including iShares SM and Standard & Poor’s Depositary Receipts )
  10   10   10   10   10
Options on Foreign Currencies 3
         
Options on Securities and Securities Indices 4
         
Repurchase Agreements
         
Securities Lending
  33 1/3   33 1/3   33 1/3   33 1/3   33 1/3
Unseasoned Companies
         
Warrants and Stock Purchase Rights
         
When-Issued Securities and Forward Commitments
         

 
  *
Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
**
Limited by the amount the Fund invests in foreign securities.
   1
The Structured Large Cap Value, Structured Large Cap Growth and Structured Small Cap Equity Funds may enter into futures transactions only with respect to a representative index.
   2
The Structured U.S. Equity Fund may enter into futures transactions only with respect to the S&P 500 ® Index.
   3
The Funds may purchase and sell call and put options.
   4
The Funds may sell covered call and put options and purchase call and put options.
 
11


 

                     
10  Percent of Total Assets (excluding securities lending collateral) (italic type)
10 Percent of Net Assets (including borrowings for investment purposes) (roman type)
•     No specific percentage limitation Structured Structured Structured Structured Structured
      on usage; limited only by the Large Cap U.S. Large Cap Small Cap International
      objectives and strategies of the Fund Value Equity Growth Equity Equity
—  Not permitted Fund Fund Fund Fund Fund

Investment Securities                
American, European and Global Depositary Receipts 5
         
Bank Obligations 6
         
Convertible Securities 7
         
Corporate Debt Obligations 6
         
Equity Investments
  80+   90+   80+   80+   80+
Emerging Country Securities
          25
Fixed-Income Securities 6,8
  20   10   20   20   20
Foreign Government Securities 6
         
Foreign Securities 9
         
Real Estate Investment Trusts
         
Structured Securities *
         
Temporary Investments
  35   35   35   35   35
U.S. Government Securities 6
         

 
   *
Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
    5
The Funds, other than the Structured International Equity Fund, may not invest in European Depositary Receipts.
    6
Limited by the amount the Fund invests in fixed-income securities and limited to cash equivalents only. The Funds may invest in bank obligations issued by U.S. or foreign banks.
    7
The Funds have no minimum rating criteria for convertible debt securities.
    8
Except as noted under “Convertible Securities,” fixed-income securities must be investment grade (i.e., BBB or higher by Standard & Poor’s Rating Group (“Standard & Poor’s”), Baa or higher by Moody’s Investors Service, Inc. (“Moody’s”) or have a comparable rating by another nationally recognized statistical rating organization (“NRSRO”)).
    9
Except for the Structured International Equity Fund, equity securities of foreign issuers must be traded in the United States.
 
12


 

 
Principal Risks of the Funds

Loss of money is a risk of investing in each Fund. An investment in a Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insur-ance Corporation or any other governmental agency. The following summarizes important risks that apply to the Funds and may result in a loss of your investment. None of the Funds should be relied upon as a complete investment program. There can be no assurance that a Fund will achieve its investment objective.

                     
Structured Structured Structured Structured Structured
Large Cap U.S. Large Cap Small Cap International
•   Applicable Value Equity Growth Equity Equity
— Not applicable Fund Fund Fund Fund Fund

Credit/ Default
         
 
Foreign
         
 
Stock
         
 
Derivatives
         
 
Interest Rate
         
 
Management
         
 
Market
         
 
Liquidity
         
 
Investment Style
         
 
Mid Cap and Small Cap
         
 
Emerging Countries
         
 
Geographic
         
 

 
13


 

All Funds:
n   Credit/ Default Risk —The risk that an issuer or guarantor of fixed-income securities held by a Fund may default on its obligation to pay interest and repay principal.
n   Foreign Risk —The risk that when a Fund invests in foreign securities, it will be subject to risk of loss not typically associated with domestic issuers. Loss may result because of less foreign government regulation, less public information and less economic, political and social stability. Loss may also result from the imposition of exchange controls, confiscations and other government restrictions. A Fund will also be subject to the risk of negative foreign currency rate fluctuations. Foreign risks will normally be greatest when a Fund invests in issuers located in emerging countries.
n   Stock Risk —The risk that stock prices have historically risen and fallen in periodic cycles. Recently, U.S. and foreign stock markets have experienced substantial price volatility.
n   Derivatives Risk —The risk that loss may result from a Fund’s investments in options, futures, swaps, structured securities and other derivative instruments. These instruments may be leveraged so that small changes may produce disproportionate losses to a Fund.
n   Interest Rate Risk —The risk that when interest rates increase, securities held by a Fund will decline in value. Long-term fixed-income securities will normally have more price volatility because of this risk than short-term fixed-income securities.
n   Management Risk —The risk that a strategy used by the Investment Adviser may fail to produce the intended results.
n   Market Risk —The risk that the value of the securities in which a Fund invests may go up or down in response to the prospects of individual companies, particular industry sectors or governments and/or general economic conditions. Price changes may be temporary or last for extended periods. A Fund’s investments may be overweighted from time to time in one or more industry sectors, which will increase the Fund’s exposure to risk of loss from adverse developments affecting those sectors.
n   Liquidity Risk —The risk that a Fund will not be able to pay redemption proceeds within the time period stated in this Prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. Funds that invest in small and mid-capitalization stocks and REITs will be especially subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities within particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions whether or not accurate. The Goldman Sachs Asset Allocation Portfolios (the “Asset Allocation Portfolios”) expect to invest a significant percentage of their assets in the Funds and other funds for which GSAM or an affiliate now or in the future acts as investment adviser or

 
14


 

PRINCIPAL RISKS OF THE FUNDS

underwriter. Redemptions by an Asset Allocation Portfolio of its position in a Fund may further increase liquidity risk and may impact a Fund’s net asset value (“NAV”).

n   Investment Style Risk —Different investment styles tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment. A Fund may outperform or underperform other funds that employ a different investment style. Examples of different investment styles include growth and value investing. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company’s growth of earnings potential. Growth companies are often expected by investors to increase their earnings at a certain rate. When these expectations are not met, investors can punish the stocks inordinately even if earnings showed an absolute increase. Also, since growth companies usually invest a high portion of earnings in their business, growth stocks may lack the dividends of some value stocks that can cushion stock prices in a falling market. Growth oriented funds will typically underperform when value investing is in favor. Value stocks are those that are undervalued in comparison to their peers due to adverse business developments or other factors.

Specific Funds:
n   Mid Cap and Small Cap Risk —The securities of small capitalization and 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. Securities of such issuers may lack sufficient market liquidity to enable a Fund to effect sales at an advantageous time or without a substantial drop in price. Both mid-cap and small-cap companies often have narrower markets and more limited managerial and financial resources than larger, more established companies. As a result, their performance can be more volatile and they face greater risk of business failure, which could increase the volatility of a Fund’s portfolio. Generally, the smaller the company size, the greater these risks.
n   Emerging Countries Risk —The securities markets of Asian, Latin, Central and South American, Eastern European, Middle Eastern, African and other emerging countries are less liquid, are especially subject to greater price volatility, have smaller market capitalizations, have less government regulation and are not subject to as extensive and frequent accounting, financial and other reporting requirements as the securities markets of more developed countries. Further, investment in equity securities of issuers located in certain emerging countries involves risk of loss resulting from problems in share registration and custody and substantial economic and political disruptions. These risks are not normally associated with investment in more developed countries.
n   Geographic Risk —Concentration of the investments of Structured International Equity Fund in issuers located in a particular country or region will subject the

 
15


 

Fund, to a greater extent than if investments were less concentrated, to the risks of adverse securities markets, exchange rates and social, political, regulatory or economic events which may occur in that country or region.

Concentration of the investments of the structured International Equity Fund in issuers located in a particular country or region will subject the Fund, to a greater extent than if investments were less concentrated, to the risks of adverse securities markets, exchange rates and social, political, regulatory or economic events which may occur in that country or region.

More information about the Funds’ portfolio securities and investment techniques, and their associated risks, is provided in Appendix A. You should consider the investment risks discussed in this section and in Appendix A. Both are important to your investment choice.

 
16


 

 
  Fund Performance

   HOW THE FUNDS HAVE PERFORMED   

  The bar chart and table provide an indication of the risks of investing in a Fund by showing: (a) changes in the performance of a Fund’s Institutional Shares from year to year; and (b) how the average annual total returns of a Fund’s Institutional Shares compare to those of broad-based securities market indices. The bar chart (including “Best Quarter” and “Worst Quarter” information) and table assume reinvestment of dividends and distributions. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.

   INFORMATION ON AFTER-TAX RETURNS   

  These definitions apply to the after-tax returns.
 
  Average Annual Total Returns Before Taxes.  These returns do not reflect taxes on distributions on a Fund’s Institutional Shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by you.
 
  Average Annual Total Returns After Taxes on Distributions.  These returns assume that taxes are paid on distributions on a Fund’s Institutional Shares ( i.e. , dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Institutional Shares at the end of the performance period.
 
  Average Annual Total Returns After Taxes on Distributions and Sale of Shares.  These returns reflect taxes paid on distributions on a Fund’s Institutional Shares and taxes applicable when the shares are redeemed (sold).
 
  Note on Tax Rates.  The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.

 
17


 

Structured Large Cap Value Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Institutional Shares for
the 9-month period ended
September 30, 2005
was +5.99%.

Best Quarter*
Q2 ’03           +14.75%

Worst Quarter*
Q3 ’02           -17.00%
  LOGO

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Institutional Shares (Inception 12/31/98)
                       
Returns Before Taxes
    20.14%       4.83%       5.54%  
Returns After Taxes on Distributions**
    19.52%       4.33%       4.98%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    13.84%       3.91%       4.48%  
Russell 1000 ® Value Index***
    16.49%       5.26%       5.61%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The Russell 1000 ® Value Index (inception date 1/1/99) is an unmanaged market capitalization weighted index of the 1000 largest U.S. companies with lower price-to-book ratios and lower forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
18


 

FUND PERFORMANCE

Structured U.S. Equity Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Institutional Shares for
the 9-month period ended
September 30, 2005
was +3.50%.

Best Quarter*
Q4 ’98           +21.60%

Worst Quarter*
Q3 ’02           -15.50%
  LOGO

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Institutional Shares (Inception 6/15/95)
                       
Returns Before Taxes
    14.76%       -0.99%       10.88%  
Returns After Taxes on Distributions**
    14.57%       -1.65%       9.51%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    9.85%       -1.11%       8.97%  
S&P 500 ® Index***
    10.88%       -2.30%       10.71%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
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.
 
19


 

Structured Large Cap Growth Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Institutional Shares for
the 9-month period ended
September 30, 2005
was +2.51%.

Best Quarter*
Q4 ’98           +25.61%

Worst Quarter*
Q1 ’01           -21.95%
  LOGO

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Institutional Shares (Inception 5/1/97)
                       
Returns Before Taxes
    10.46%       -8.18%       4.67%  
Returns After Taxes on Distributions**
    10.46%       -8.55%       4.20%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    6.80%       -6.90%       3.82%  
Russell 1000 ® Growth Index***
    6.30%       -9.28%       4.29%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The Russell 1000 ® Growth Index is an unmanaged market capitalization weighted index of the 1000 largest U.S. companies with higher price-to-book ratios and higher forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
20


 

FUND PERFORMANCE

Structured Small Cap Equity Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Institutional Shares for
the 9-month period ended
September 30, 2005
was +7.82%.

Best Quarter*
Q2 ’03           +21.20%

Worst Quarter*
Q3 ’98           -24.25%
  LOGO

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Institutional Shares (Inception 8/15/97)
                       
Returns Before Taxes
    15.84%       8.71%       8.41%  
Returns After Taxes on Distributions**
    14.99%       7.41%       7.49%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    11.37%       6.91%       6.90%  
Russell 2000 ® Index***
    18.33%       6.60%       7.75%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The Russell 2000 ® Index is an unmanaged index of common stock prices that measures the performance of the 2000 smallest companies in the Russell 3000 ® Index. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
21


 

Structured International Equity Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Institutional Shares for
the 9-month period ended
September 30, 2005
was +10.56%.

Best Quarter*
Q4 ’98  +19.05%

Worst Quarter*
Q3 ’02           -19.52%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Institutional Shares (Inception 8/15/97)
                       
Returns Before Taxes
    20.89%       -0.25%       3.44%  
Returns After Taxes on Distributions**
    20.80%       -0.63%       3.02%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    13.90%       -0.33%       2.79%  
MSCI ® EAFE ® (unhedged)***
    20.70%       -0.80%       4.33%  

 
   *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
 **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The unmanaged MSCI ® EAFE ® Index (unhedged) is a market capitalization-weighted composite of securities in 21 developed markets. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
22


 

 
Fund Fees and Expenses (Institutional Shares)

This table describes the fees and expenses that you would pay if you buy and hold Institutional Shares of a Fund.

                                         
Structured Structured Structured Structured Structured
Large Cap U.S. Large Cap Small Cap International
Value Equity Growth Equity Equity
Fund Fund Fund Fund Fund

Shareholder Fees
(fees paid directly from your investment):
                                       
Maximum Sales Charge (Load) Imposed on Purchases
    None       None       None       None       None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None       None       None  
Redemption Fees
    None       None       None       None       2.0% 1
Exchange Fees
    None       None       None       None       None  
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                       
Management Fees 2
    0.60%       0.65%       0.65%       0.85%       0.85%  
Distribution and Service (12b-1) Fees
    None       None       None       None       None  
Other Expenses 3 *
    0.14%       0.11%       0.16%       0.16%       0.15%  

Total Fund Operating Expenses 2 *
    0.74%       0.76%       0.81%       1.01%       1.00%  

See page 24-25 for all other footnotes.

  **  The “Management Fees”, “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Funds are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                                         
Structured Structured Structured Structured Structured
Large Cap U.S. Large Cap Small Cap International
Value Equity Growth Equity Equity
Fund Fund Fund Fund Fund

1 Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                       
Management Fees 2
    0.51%       0.51%       0.51%       0.81%       0.81%  
Distribution and Service (12b-1) Fees
    None       None       None       None       None  
Other Expenses 3
    0.04%       0.04%       0.04%       0.04%       0.04%  

Total Fund Operating Expenses (after current waivers and expense limitations)
    0.55%       0.55%       0.55%       0.85%       0.85%  

 
23


 

 
Fund Fees and Expenses continued

1
A 2% redemption fee will be imposed on the redemption of shares (including by exchange) held for 30 calendar days or less.
 
2
The Investment Adviser has entered into the following fee reduction commitment for the Funds which was implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of the date of this Prospectus:

                     
Management Fee Average Daily
Fund Annual Rate Net Assets

Structured Large Cap Value
    0.60%       First $1 Billion      
      0.54%       Next $1 Billion      
      0.51%       Over $2 Billion      
Structured U.S. Equity
    0.65%       First $1 Billion      
      0.59%       Next $1 Billion      
      0.56%       Over $2 Billion      
Structured Large Cap Growth
    0.65%       First $1 Billion      
      0.59%       Next $1 Billion      
      0.56%       Over $2 Billion      
Structured Small Cap Equity
    0.85%       First $2 Billion      
      0.77%       Over $2 Billion      
Structured International Equity
    0.85%       First $1 Billion      
      0.77%       Next $1 Billion      
      0.73%       Over $2 Billion      

  Prior to the fee reduction commitment, the Management Fees for the Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Equity, and Structured International Equity Funds as an annual percentage rate of average daily net assets were 0.60%, 0.65%, 0.65%, 0.85% and 0.85%, respectively. Additionally, as of the date of this Prospectus, the Investment Adviser was voluntarily waiving a portion of its management fee equal to 0.09%, 0.14%, 0.14%, 0.04% and 0.04% based on the average daily net assets of the Structured Large Cap Value Fund, Structured U.S. Equity Fund, Structured Large Cap Growth Fund, Structured Small Cap Growth Fund and Structured International Equity Fund, respectively.
3
The Structured U.S. Equity and Structured Large Cap Growth Funds’ “Management Fees” and “Total Fund Operating Expense” have been restated to reflect new contractual management fee rates implemented in January 2005.
4
“Other Expenses” include transfer agency fees and expenses equal on an annualized basis to 0.04% of the average daily net assets of each Fund’s Institutional Shares plus all other ordinary expenses not detailed above for the fiscal year ended August 31, 2005. The Investment Adviser voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other
 
24


 

FUND FEES AND EXPENSES
 
extraordinary expenses exclusive of any expense offset arrangements) to the following percentages of each Fund’s average daily net assets:
                 
Other
Fund Expenses

Structured Large Cap Value
    0.064%          
Structured U.S. Equity
    0.004%          
Structured Large Cap Growth
    0.024%          
Structured Small Cap Equity
    0.044%          
Structured International Equity
    0.074%          

  As of the date of this Prospectus, the Investment Adviser was voluntarily reducing or limiting “All Other Expenses” of each Fund (with the exclusions mentioned above) to 0.004% of each Fund’s average daily net assets.
 
25


 

Example

The following Example is intended to help you compare the cost of investing in a Fund (without the waivers and expense limitations) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Institutional Shares of a Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that a Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

                                 
Fund 1 Year 3 Years 5 Years 10 Years

Structured Large Cap Value
  $ 76     $ 237     $ 411     $ 918  

Structured U.S. Equity
  $ 78     $ 243     $ 422     $ 942  

Structured Large Cap Growth
  $ 83     $ 259     $ 450     $ 1,002  

Structured Small Cap Equity
  $ 103     $ 322     $ 558     $ 1,236  

Structured International Equity
  $ 102     $ 318     $ 552     $ 1,225  

Institutions that invest in Institutional Shares on behalf of their customers may charge other fees directly to their customer accounts in connection with their investments. You should contact your institution for information regarding such charges. Such fees, if any, may affect the return such customers realize with respect to their investments.

Certain institutions that invest in Institutional Shares may receive other compensation in connection with the sale and distribution of Institutional Shares or for services to their customers’ accounts and/or the Funds. For additional information regarding such compensation, see “Shareholder Guide” in the Prospectus and “Payments to Intermediaries” in the Additional Statement.

 
26


 

 
  Service Providers

   INVESTMENT ADVISER   

     
Investment Adviser Fund

Goldman Sachs Asset Management, L.P. (“GSAM”)
32 Old Slip
New York, New York 10005
  Structured Large Cap Value
Structured U.S. Equity
Structured Large Cap Growth
Structured Small Cap Equity
Structured International Equity

  GSAM has been registered as an investment adviser with the SEC since 1990 and is an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”). As of September 30, 2005, GSAM had assets under management of $471.8 billion.
 
  The Investment Adviser provides day-to-day advice regarding the Funds’ portfolio transactions. The Investment Adviser makes the investment decisions for the Funds and places purchase and sale orders for the Funds’ portfolio transactions in U.S. and foreign markets. As permitted by applicable law, these orders may be directed to any brokers, including Goldman Sachs and its affiliates. While the Investment Adviser is ultimately responsible for the management of the Funds, it is able to draw upon the research and expertise of its asset management affiliates for portfolio decisions and management with respect to certain portfolio securities. In addition, the Investment Adviser has access to the research and certain proprietary technical models developed by Goldman Sachs, and will apply quantitative and qualitative analysis in determining the appropriate allocations among categories of issuers and types of securities.
 
  The Investment Adviser also performs the following additional services for the Funds:
  n   Supervises all non-advisory operations of the Funds
  n   Provides personnel to perform necessary executive, administrative and clerical services to the Funds
  n   Arranges for the preparation of all required tax returns, reports to shareholders, prospectuses and statements of additional information and other reports filed with the SEC and other regulatory authorities
  n   Maintains the records of each Fund
  n   Provides office space and all necessary office equipment and services

 
27


 

   MANAGEMENT FEES   

  As compensation for its services and its assumption of certain expenses, the Investment Adviser is entitled to the following fees, computed daily and payable monthly, at the annual rates listed below (as a percentage of each respective Fund’s average daily net assets):

                         
Actual Rate
For the Fiscal
Management Fee Average Daily Year Ended
Fund Annual Rate Net Assets August 31, 2005

Structured Large Cap Value*
    0.60 %     First $1  Billion       0.60 %
      0.54 %     Next $1  Billion          
      0.51 %     Over $2  Billion          

Structured U.S. Equity*
    0.65 %     First $1  Billion       0.65 %
      0.59 %     Next $1  Billion          
      0.56 %     Over $2  Billion          

Structured Large Cap Growth*
    0.65 %     First $1  Billion       0.65 %
      0.59 %     Next $1  Billion          
      0.56 %     Over $2  Billion          

Structured Small Cap Equity*
    0.85 %     First $2  Billion       0.85 %
      0.77 %     Over $2  Billion          

Structured International Equity*
    0.85 %     First $1  Billion       0.85 %
      0.77 %     Next $1  Billion          
      0.73 %     Over $2  Billion          

 
   *
The Investment Adviser has entered into the above fee reduction commitment for the Funds which was implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of the date of this Prospectus.

  Prior to this fee reduction commitment, the management fees for the Structured Large Cap Value, Structured U.S. Equity Fund, Structured Large Cap Growth Fund, Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Equity and Structured International Equity Funds as an annual percentage rate of average daily net assets were 0.60%, 0.65%, 0.65%, 0.85% and 0.85%, respectively.
 
  Additionally, as of the date of this Prospectus, the Investment Adviser was voluntarily waiving a portion of its management fee equal to 0.09%, 0.14%, 0.14%, 0.04%, and 0.04% Structured Small Cap Equity Fund and Structured International Equity Fund, respectively. The Investment Adviser may discontinue or modify these voluntary waivers in the future at its discretion.
 
  A discussion regarding the basis for the Board of Trustees’ approval of the Management Agreement for the Funds in 2005 is available in the respective Fund’s annual report dated August 31, 2005.

 
28


 

SERVICE PROVIDERS

   FUND MANAGERS   

 

  Quantative Domestic Equity Portfolio Management Team
  n   A stable and growing team supported by an extensive internal staff
  n   More than $80 billion in equities currently under management, including $48 billion in US equities
             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Melissa Brown
Managing Director
  Senior Portfolio Manager—
Structured U.S. Equity
Structured Large Cap Growth
Structured Small Cap Equity
Structured Large Cap Value
  Since
1998
1998

1998
1998
  Ms. Brown joined the Investment Adviser as a portfolio manager in 1998. From 1984 to 1998, she was the director of Quantitative Equity Research and served on the Investment Policy Committee at Prudential Securities Equity Research.

Robert C. Jones
Chief Investment Officer
Managing Director
  Senior Portfolio Manager—
Structured U.S. Equity
Structured Large Cap Growth
Structured Small Cap Equity
Structured Large Cap Value
  Since
1991
1997

1997
1998
  Mr. Jones joined the Investment Adviser as a portfolio manager in 1989.

  Melissa Brown, CFA, is a Managing Director and Senior Portfolio Manager for US portfolios. She is also a member of the Global Quantitative Equity (“GQE”) Investment Policy Committee. Robert C. Jones, CFA, is a Managing Director and Chair of the QE Investment Policy Committee, which oversees the portfolio management process. He currently serves as the Chief Investment Officer for Quantitative Equity Strategies. The computer optimizer constructs the portfolio based on the team’s models and design and no one person on the team has a subjective override of the computer optimizer process, except in very limited cases.
 
  For more information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds, see the Additional Statement.
 
  Quantitative International Equity Portfolio Management Team

  n   Portfolio team based in New York. Experienced, highly qualified and stable quantitative team reflects our commitment to a superior research effort
  n   Team manages approximately $32 billion in global/international equities for retail, institutional and high net worth clients

 
29


 

  n   Designed to invest in international markets, seeking to add value from diversified sources of return — top-down country/currency selection and bottom-up stock selection
______________________________________________________________________________________________________________

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Len Ioffe
Managing Director
  Senior Portfolio Manager—
Structured International Equity
  Since
2001
  Mr. Ioffe joined the Investment Adviser as an associate in 1995. He became a portfolio manager in 1996.

Robert C. Jones
Managing Director
  Senior Portfolio Manager—
Structured International Equity
  Since
1997
  Mr. Jones joined the Investment Adviser as a portfolio manager in 1989.

  Len Ioffe, CFA, is a Managing Director and Senior Portfolio Manager on the GQE Team, where he is responsible for portfolio management of global and non-US portfolios. He is also a member of the GQE Investment Policy Committee. Robert C. Jones, CFA, is a Managing Director and Chair of the QE Investment Policy Committee, which oversees portfolio management process. He currently serves as the Chief Investment Officer for Quantitative Equity Strategies. The computer optimizer constructs the portfolio based on the team’s models and design and no one person on the team has a subjective override of the computer optimizer process, except in very specific limited cases.
 
  For more information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds, see the Additional Statement.

   DISTRIBUTOR AND TRANSFER AGENT   

  Goldman Sachs, 85 Broad Street, New York, New York 10004, serves as the exclusive distributor (the “Distributor”) of each Fund’s shares. Goldman Sachs, 71 S. Wacker Dr., Suite 500, Chicago, Illinois 60606, also serves as each Fund’s transfer agent (the “Transfer Agent”) and, as such, performs various shareholder servicing functions.
 
  From time to time, Goldman Sachs or any of its affiliates may purchase and hold shares of the Funds. Goldman Sachs reserves the right to redeem at any time some or all of the shares acquired for its own account.

 
30


 

SERVICE PROVIDERS

   ACTIVITIES OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER 
   ACCOUNTS MANAGED BY GOLDMAN SACHS   

  The involvement of the Investment Adviser, Goldman Sachs and their affiliates in the management of, or their interest in, other accounts and other activities of Goldman Sachs may present conflicts of interest with respect to a Fund or limit a Fund’s investment activities. Goldman Sachs is a full service investment banking broker dealer, asset management and financial services organization and a major participant in global financial markets. As such, it acts as an investor, investment banker, research provider, investment manager, financier, advisor, market maker, trader, prime broker, lender, agent and principal, and has other direct and indirect interests, in the global fixed income, currency, commodity, equity and other markets in which the Funds directly and indirectly invest. Thus, it is likely that the Funds will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or obtain services from entities for which Goldman Sachs performs or seeks to perform investment banking or other services. Goldman Sachs and its affiliates engage in proprietary trading and advise accounts and funds which have investment objectives similar to those of the Funds and/or which engage in and compete for transactions in the same types of securities, currencies and instruments as the Funds. Goldman Sachs and its affiliates will not have any obligation to make available any information regarding their proprietary activities or strategies, or the activities or strategies used for other accounts managed by them, for the benefit of the management of the Funds. The results of a Fund’s investment activities, therefore, may differ from those of Goldman Sachs, its affiliates and other accounts managed by Goldman Sachs and it is possible that a Fund could sustain losses during periods in which Goldman Sachs and its affiliates and other accounts achieve significant profits on their trading for proprietary or other accounts. In addition, the Funds may, from time to time, enter into transactions in which Goldman Sachs or its other clients have an adverse interest. Furthermore, transactions undertaken by Goldman Sachs, its affiliates or Goldman Sachs advised clients may adversely impact the Funds. Transactions by one or more Goldman Sachs advised clients or the Investment Adviser may have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of the Funds. A Fund’s activities may be limited because of regulatory restrictions applicable to Goldman Sachs and its affiliates, and/or their internal policies designed to comply with such restrictions. As a global financial services firm, Goldman Sachs also provides a wide range of investment banking and financial services to issuers of securities and investors in securities. Goldman Sachs, its affiliates and others associated with it may create markets or specialize in, have positions in and affect transactions in, securities of issuers held by the Funds, and may also perform or seek to perform investment banking and

 
31


 

  financial services for those issuers. Goldman Sachs and its affiliates may have business relationships with and purchase or distribute or sell services or products from or to distributors, consultants or others who recommend the Fund or who engage in transactions with or for the Funds. For more information about conflicts of interest, see the Additional Statement.
 
  Under a securities lending program approved by the Funds’ Board of Trustees, the Funds have retained an affiliate of the Investment Adviser to serve as the securities lending agent for each Fund to the extent that the Funds engage in the securities lending program. For these services, the lending agent may receive a fee from the Funds, including a fee based on the returns earned on the Funds’ investment of the cash received as collateral for loaned securities. In addition, the Funds may make brokerage and other payments to Goldman Sachs and its affiliates in connection with the Funds’ portfolio investment transactions.

   LEGAL PROCEEDINGS   

  On April 2, 2004, Lois Burke, a plaintiff identifying herself as a shareholder of the Goldman Sachs Internet Tollkeeper Fund, filed a purported class and derivative action lawsuit in the United States District Court for the Southern District of New York against The Goldman Sachs Group, Inc. (“GSG”), GSAM, the Trustees and Officers of the Goldman Sachs Trust (the “Trust”), and John Doe Defendants. In addition, the Goldman Sachs Funds included in this Prospectus and certain other investment portfolios of the Trust were named as nominal defendants (collectively, the “Goldman Sachs Funds”). On April 19 and May 6, 2004, additional class and derivative action lawsuits containing substantially similar allegations and requests for redress were filed in the United States District Court for the Southern District of New York. On June 29, 2004, the three complaints were consolidated into one action, In re Goldman Sachs Mutual Funds Fee Litigation , and on November 17, 2004, the plaintiffs filed a consolidated amended complaint against GSG, GSAM, Goldman Sachs Asset Management International (“GSAMI”), Goldman, Sachs & Co., the Trust, Goldman Sachs Variable Insurance Trust (“GSVIT”), the Trustees and Officers of the Trust and GSVIT and John Doe Defendants (collectively, the “Defendants”) in the United States District Court for the Southern District of New York. Certain investment portfolios of the Trust and GSVIT (collectively, the “Goldman Sachs Funds”) were also named as nominal defendants in the amended complaint. Plaintiffs filed a second amended consolidated complaint on April 15, 2005.
 
  The second amended consolidated complaint, which is brought on behalf of all persons or entities who held shares in the Goldman Sachs Funds between April 2, 1999 and January 9, 2004, inclusive (the “Class Period”), asserts claims involving

 
32


 

SERVICE PROVIDERS

  (i) violations of the Investment Company Act of 1940 (the “Investment Company Act”) and the Investment Advisers Act of 1940, (ii) common law breaches of fiduciary duty and (iii) unjust enrichment. The complaint alleges, among other things, that during the Class Period, the Defendants made improper and excessive brokerage commission and other payments to brokers that sold shares of the Goldman Sachs Funds and omitted statements of fact in registration statements and reports filed pursuant to the Investment Company Act which were necessary to prevent such registration statements and reports from being materially false and misleading. In addition, the complaint alleges that the Goldman Sachs Funds paid excessive and improper investment advisory fees to GSAM and GSAMI. The complaint also alleges that GSAM and GSAMI used Rule 12b-1 fees for improper purposes and made improper use of soft dollars. The complaint further alleges that the Trust’s Officers and Trustees breached their fiduciary duties in connection with the foregoing. The plaintiffs in the cases are seeking compensatory damages; rescission of GSAM’s and GSAMI’s investment advisory agreement and return of fees paid; an accounting of all Goldman Sachs Funds-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and reasonable costs and expenses, including counsel fees and expert fees.
 
  Based on currently available information, GSAM and GSAMI believe that the likelihood that the pending purported class and derivative action lawsuit will have a material adverse financial impact on the Goldman Sachs Funds is remote, and the pending action is not likely to materially affect their ability to provide investment management services to its clients, including the Goldman Sachs Funds.

 
33


 

 
  Dividends
 
  Each Fund pays dividends from its investment income and distributions from net realized capital gains. You may choose to have dividends and distributions paid in:
  n   Cash
  n   Additional shares of the same class of the same Fund
  n   Shares of the same or an equivalent class of another Goldman Sachs Fund. Special restrictions may apply for certain Goldman Sachs Institutional Liquid Assets Portfolios (“ILA Portfolios”). See the Additional Statement.

  You may indicate your election on your Account Application. Any changes may be submitted in writing to Goldman Sachs at any time before the record date for a particular dividend or distribution. If you do not indicate any choice, your dividends and distributions will be reinvested automatically in the applicable Fund.
 
  The election to reinvest dividends and distributions in additional shares will not affect the tax treatment of such dividends and distributions, which will be treated as received by you and then used to purchase the shares.
 
  Dividends from net investment income and distributions from net capital gains are declared and paid as follows:

         
Investment Capital Gains
Fund Income Dividends Distributions

Structured Large Cap Value
  Quarterly   Annually

Structured U.S. Equity
  Annually   Annually

Structured Large Cap Growth
  Annually   Annually

Structured Small Cap Equity
  Annually   Annually

Structured International Equity
  Annually   Annually

  From time to time a portion of a Fund’s dividends may constitute a return of capital.
 
  When you purchase shares of a Fund, part of the NAV per share may be represented by undistributed realized gains that have previously been earned by the Fund. Therefore, subsequent distributions on such shares from such income or realized gains may be taxable to you even if the NAV of the shares is, as a result of the distributions, reduced below the cost of such shares and the distributions (or portions thereof) represent a return of a portion of the purchase price.

 
34


 

 
  Shareholder Guide
 
  The following section will provide you with answers to some of the most often asked questions regarding buying and selling the Funds’ Institutional Shares.

   HOW TO BUY SHARES   

  How Can I Purchase Institutional Shares Of The Funds?
  You may purchase Institutional Shares on any business day at their NAV next determined after receipt of an order. No sales load is charged. You should either:
  n   Place an order with Goldman Sachs at 1-800-621-2550 and wire federal funds to The Northern Trust Company (“Northern”), as subcustodian for State Street Bank and Trust Company (“State Street”) (each Fund’s custodian) on the next business day; or
  n   Send a check or Federal Reserve draft payable to Goldman Sachs Funds—(Name of Fund and Class of Shares), 71 S. Wacker Dr., Suite 500, Chicago, IL 60606. The Fund will not accept a check drawn on foreign banks, third-party checks, cashier’s checks or official checks, temporary checks, electronic checks, drawer checks, cash, money orders, travelers cheques or credit card checks. In limited situations, involving the transfer of retirement assets, the Fund may accept cashier’s checks or official bank checks. In limited situations involving the transfer of retirement assets, the Fund may accept cashiers checks or official bank checks.

  In order to make an initial investment in a Fund, you must furnish to the Fund or Goldman Sachs the Account Application. Purchases of Institutional Shares must be settled within three business days of receipt of a complete purchase order.
 
  How Do I Purchase Shares Through A Financial Institution?
  Certain institutions (including banks, trust companies, brokers and investment advisers) that provide recordkeeping, reporting and processing services to their customers may be authorized to accept, on behalf of the Goldman Sachs Trust (the “Trust”), purchase, redemption and exchange orders placed by or on behalf of their customers, and may designate other intermediaries to accept such orders, if approved by the Trust. In these cases:
  n   A Fund will be deemed to have received an order in proper form when the order is accepted by the authorized institution or intermediary on a business day, and the order will be priced at the Fund’s NAV per share (less any applicable redemption fee) next determined after such acceptance.
  n   Authorized institutions and intermediaries will be responsible for transmitting accepted orders and payments to the Trust within the time period agreed upon by them.

 
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  You should contact your institution or intermediary to learn whether it is authorized to accept orders for the Trust. These institutions may receive payments from the Funds or Goldman Sachs for the services provided by them with respect to the Funds’ Institutional Shares. These payments may be in addition to other payments borne by the Funds.
 
  The Investment Adviser, Distributor and/or their affiliates may make payments to authorized dealers and other financial intermediaries (“Intermediaries”) from time to time to promote the sale, distribution and/or servicing of shares of the Funds and other Goldman Sachs Funds. These payments are made out of the Investment Adviser’s, Distributor’s and/or their affiliates’ own assets, and are not an additional charge to the Funds. Such payments are intended to compensate Intermediaries for, among other things: marketing shares of the Funds and other Goldman Sachs Funds, which may consist of payments relating to Funds included on preferred or recommended fund lists or in certain sales programs from time to time sponsored by the Intermediaries; access to the Intermediaries, registered representatives or salespersons, including at conferences and other meetings; assistance in training and education of personnel; marketing support; and/or other specified services intended to assist in the distribution and marketing of the Funds and other Goldman Sachs Funds. The payments may also, to the extent permitted by applicable regulations, contribute to various non-cash and cash incentive arrangements to promote the sale of shares, as well as sponsor various educational programs, sales contests and/or promotions. The additional payments by the Investment Adviser, Distributor and/or their affiliates may also compensate Intermediaries for subaccounting, administrative, and/or shareholder processing services that are in addition to the fees paid for these services by the Funds. The amount of these additional payments is normally not expected to exceed 0.50% (annualized) of the amount sold or invested through the Intermediaries. Please refer to the “Payments to Intermediaries” section of the Additional Statement for more information about these payments.
 
  The payments made by the Investment Adviser, Distributor and/or their affiliates may be different for different Intermediaries. The presence of these payments and the basis on which an Intermediary compensates its registered representatives or salespersons may create an incentive for a particular Intermediary, registered representative or salesperson to highlight, feature or recommend Funds based, at least in part, on the level of compensation paid. You should contact your authorized dealer or Intermediary for more information about the payments it receives and any potential conflicts of interest.
 
  In addition to Institutional Shares, each Fund also offers other classes of shares to investors. These other share classes are subject to different fees and expenses (which affect performance), have different minimum investment requirements and

 
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SHAREHOLDER GUIDE

  are entitled to different services than Institutional Shares. Information regarding these other share classes may be obtained from your sales representative or from Goldman Sachs by calling the number on the back cover of this Prospectus.
 
  What Is My Minimum Investment In The Funds?

     
Type of Investor Minimum Investment

n  Banks, trust companies or other depository
    institutions investing for their own account
    or on behalf of their clients
  $1,000,000 in Institutional Shares of a Fund alone or in combination with other assets under the management of GSAM and its affiliates
n  Section 401(k), profit sharing, money purchase
    pension, tax-sheltered annuity, defined benefit
    pension, or other employee benefit plans that are
    sponsored by one or more employers (including
    governmental or church employers) or
    employee organizations
   
n  State, county, city or any instrumentality,
    department, authority or agency thereof
   
n  Corporations with at least $100 million in assets or
    in outstanding publicly traded securities
   
n  “Wrap” account sponsors (provided they have an
    agreement covering the arrangement with GSAM)
   
n  Registered investment advisers investing for
    accounts for which they receive asset-based
    fees
   
n  Qualified non-profit organizations, charitable
    trusts, foundations and endowments
   

n  Individual investors   $10,000,000
n  Accounts over which GSAM or its advisory
    affiliates have investment discretion
   

n  Individual Retirement Accounts (IRAs)
    for which GSAM or its advisory
    affiliates act as fiduciary
  No minimum

  The minimum investment requirement may be waived for current and former officers, partners, directors or employees of Goldman Sachs or any of its affiliates; brokerage or advisory clients of Goldman Sachs Private Wealth Management; certain mutual fund “wrap” programs; and for other investors at the discretion of the Trust’s officers. No minimum amount is required for subsequent investments.
 
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  What Else Should I Know About Share Purchases?
  The Trust reserves the right to:
  n   Refuse to open an account if you fail to (i) provide a Social Security Number or other taxpayer identification number; or (ii) certify that such number is correct (if required to do so under applicable law).
  n   Modify or waive the minimum investment amounts.
  n   Reject or restrict any purchase or exchange order by a particular purchaser (or group of related purchasers) for any reason in its discretion. Without limiting the foregoing, the Trust may reject or restrict purchase and exchange orders by a particular purchaser (or group of related purchasers) when a pattern of frequent purchases, sales or exchanges of Institutional Shares of a Fund is evident, or if purchases, sales or exchanges are, or a subsequent abrupt redemption might be, of a size that would disrupt the management of a Fund.
  n   Close a Fund to new investors from time to time and reopen any such Fund whenever it is deemed appropriate by a Fund’s Investment Adviser.

  Generally, the Fund will not allow non-U.S. citizens and certain U.S. citizens residing outside the United States to open an account directly with the Fund.
 
  The Funds may allow you to purchase shares with securities instead of cash if consistent with a Fund’s investment policies and operations and if approved by the Fund’s Investment Adviser.
 
  Customer Identification Program. Federal law requires the Funds to obtain, verify and record identifying information, which may include the name, residential or business street address, date of birth (for an individual), Social Security Number or taxpayer identification number or other identifying information, for each investor who opens an account with the Funds. Applications without the required information may not be accepted by the Funds. After accepting an application, to the extent permitted by applicable law or their customer identification program, the Funds reserve the right to (i) place limits on transactions in any account until the identity of the investor is verified; or (ii) refuse an investment in the Funds; or (iii) involuntarily redeem an investor’s shares and close an account in the event that the Funds are unable to verify an investor’s identity. The Funds and their agents will not be responsible for any loss in an investor’s account resulting from the investor’s delay in providing all required identifying information or from closing an account and redeeming an investor’s shares pursuant to the customer identification program.

 
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SHAREHOLDER GUIDE

  How Are Shares Priced?
  The price you pay or receive when you buy, sell or exchange Institutional Shares is a Fund’s next determined NAV (as adjusted for any applicable redemption fee) for a share class. The Funds calculate NAV as follows:

     

NAV =
  (Value of Assets of the Class)
- (Liabilities of the Class)

Number of Outstanding Shares of the Class

  The Funds’ investments are valued based on market quotations or if market quotations are not readily available, or if the Investment Adviser believes that such quotations do not accurately reflect fair value, the fair value of the Funds’ investments may be determined in good faith under procedures established by the Trustees.
 
  For Funds that invest a significant portion of assets in foreign equity securities, “fair value” prices are provided by an independent fair value service. Fair value prices are used because many foreign markets operate at times that do not coincide with those of the major U.S. markets. Events that could affect the values of foreign portfolio holdings may occur between the close of the foreign market and the time of determining the NAV, and would not otherwise be reflected in the NAV. If the independent fair value service does not provide a fair value for a particular security or if the value does not meet the established criteria for the Funds, the most recent closing price for such a security on its principal exchange will generally be its fair value on such date.
 
  In addition, the Investment Adviser, consistent with applicable regulatory guidance, may determine to make an adjustment to the previous closing 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 that could affect a large number of securities in a particular market may include, but are not limited to: situations relating to one or more single issuers in a market sector; significant fluctuations in foreign markets; market disruptions or market closings; governmental actions or other developments; as well as the same or similar events which may affect specific issuers or the securities markets even though not tied directly to the securities markets. Other significant events that could relate to a single issuer may include, but are not limited to: corporate actions such as reorganizations, mergers and buy-outs; corporate announcements on earnings; significant litigation; and regulatory news such as governmental approvals.
 
  One effect of using an independent fair value service and fair valuation may be to reduce stale pricing arbitrage opportunities presented by the pricing of Fund shares. However, it involves the risk that the values used by the Funds to price their investments may be different from those used by other investment companies and investors to price the same investments.

 
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  Investments in other registered mutual funds (if any) are valued based on the NAV of those mutual funds (which may use fair value pricing as discussed in their prospectuses).
  n   NAV per share of each class is generally calculated by the accounting agent on each business day as of the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. New York time) or such later time as the New York Stock Exchange or NASDAQ market may officially close. Fund shares will generally not be priced on any day the New York Stock Exchange is closed.
  n   When you buy shares, you pay the NAV next calculated after the Funds receive your order in proper form.
  n   When you sell shares, you receive the NAV next calculated after the Funds receive your order in proper form, less any applicable redemption fee.
  n   The Trust reserves the right to reprocess purchase (including dividend reinvestments), redemption and exchange transactions that were processed at an NAV other than a Fund’s official closing NAV that is subsequently adjusted, and to recover amounts from (or distribute amounts to) shareholders accordingly based on the official closing NAV, as adjusted.
  n   The Trust reserves the right to advance the time by which purchase and redemption orders must be received for same business day credit as otherwise permitted by the SEC.

  Note: The time at which transactions and shares are priced and the time by which orders must be received may be changed in case of an emergency or if regular trading on the New York Stock Exchange is stopped at a time other than 4:00 p.m. New York time. In the event the New York Stock Exchange does not open for business because of an emergency, the Trust may, but is not required to, open one or more Funds for purchase, redemption and exchange transactions if the Federal Reserve wire payment system is open. To learn whether a Fund is open for business during an emergency situation, please call 1-800-621-2550.
 
  Foreign securities may trade in their local markets on days a Fund is closed. As a result, the NAV of a Fund that holds foreign securities may be impacted on days when investors may not purchase or redeem Fund shares.

   HOW TO SELL SHARES   

  How Can I Sell Institutional Shares Of The Funds?
  You may arrange to take money out of your account by selling (redeeming) some or all of your shares. Generally, each Fund will redeem its Institutional Shares upon request on any business day at their NAV next determined after receipt of such request in proper form subject to any applicable redemption fee. You may request that redemption proceeds be sent to you by check or by wire (if the

 
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SHAREHOLDER GUIDE

  wire instructions are on record). Redemptions may be requested in writing or by telephone.

     
Instructions For Redemptions:

By Writing:
  n  Write a letter of instruction that includes:
         n  Name(s) and signature(s)
         n  Account number
         n  The Fund name and Class of Shares
         n  The dollar amount you want to sell
         n  How and where to send the proceeds
    n  Obtain a Medallion signature guarantee (see details below)
    n  Mail your request to:
    Goldman Sachs Funds
    71 S. Wacker Dr., Suite 500
    Chicago, IL 60606

By Telephone:
  If you have elected the telephone redemption privilege on your Account Application:
    n  1-800-621-2550
    (8:00 a.m. to 4:00 p.m. New York time)

  Any redemption request that requires money to go to an account or address other than that designated on the Account Application must be in writing and signed by an authorized person designated on the Account Application. The written request may be confirmed by telephone with both the requesting party and the designated bank account to verify instructions.
 
  Certain institutions and intermediaries are authorized to accept redemption requests on behalf of the Funds as described under “How Do I Purchase Shares Through A Financial Institution?”
 
  When Do I Need A Medallion Signature Guarantee To Redeem Shares?
  A Medallion signature guarantee may be required if:
  n   You would like the redemption proceeds sent to an address that is not your address of record; or
  n   You would like to change your current bank designations.

  A signature guarantee must be obtained from a bank, brokerage firm or other financial intermediary that is a member of an approved Medallion Guarantee Program or that is otherwise approved by the Trust. A notary public cannot provide a signature guarantee. Additional documentation may be required for executors, trustees or corporations or when deemed appropriate by the Transfer Agent.

 
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  What Do I Need To Know About Telephone Redemption Requests?
  The Trust, the Distributor and the Transfer Agent will not be liable for any loss you may incur in the event that the Trust accepts unauthorized telephone redemption requests that the Trust reasonably believes to be genuine. In an effort to prevent unauthorized or fraudulent redemption and exchange requests by telephone, Goldman Sachs employs reasonable procedures specified by the Trust to confirm that such instructions are genuine. If reasonable procedures are not employed, the Trust may be liable for any loss due to unauthorized or fraudulent transactions. The following general policies are currently in effect:
  n   All telephone requests are recorded.
  n   Any redemption request that requires money to go to an account or address other than that designated on the Account Application must be in writing and signed by an authorized person designated on the Account Application. The written request may be confirmed by telephone with both the requesting party and the designated bank account to verify instructions.
  n   For the 30-day period following a change of address, telephone redemptions will only be filled by a wire transfer to the bank account designated in the Account Applications (see immediately preceding bullet point). In order to receive the redemption by check during this time period, the redemption request must be a written, Medallion signature guaranteed letter.
  n   The telephone redemption option may be modified or terminated at any time.

  Note: It may be difficult to make telephone redemptions in times of drastic economic or market conditions.
 
  How Are Redemption Proceeds Paid?
  By Wire: You may arrange for your redemption proceeds to be wired as federal funds to the domestic bank account designated in your Account Application. The following general policies govern wiring redemption proceeds:

  n   Redemption proceeds will normally be wired on the next business day in federal funds (for a total of one business day delay), but may be paid up to three business days following receipt of a properly executed wire transfer redemption request. Although redemption proceeds will normally be wired as described above, under certain circumstances, redemption requests or payments may be postponed or suspended as permitted pursuant to Section 22(e) of the Investment Company Act. Generally, under that section, redemption requests or payments may be postponed or suspended if (i) the New York Stock Exchange is closed for trading or trading is restricted; (ii) an emergency exists which makes the disposal of securities owned by the Fund or the fair determination of the value of the Fund’s net assets not reasonably practicable; or (iii) the SEC by order permits the suspension of the right of redemption. If you are selling shares you recently paid for by check, the Fund will pay you when your check has cleared,
 
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SHAREHOLDER GUIDE

  which may take up to 15 days. If the Federal Reserve Bank is closed on the day that the redemption proceeds would ordinarily be wired, wiring the redemption proceeds may be delayed one additional business day.
  n   To change the bank designated on your Account Application, you must send written instructions signed by an authorized person designated on the account application to the Transfer Agent.
  n   Neither the Trust, Goldman Sachs nor any other institution assumes any responsibility for the performance of your bank or any intermediaries in the transfer process. If a problem with such performance arises, you should deal directly with your bank or any such intermediaries.

  By Check: You may elect in writing to receive your redemption proceeds by check. Redemption proceeds paid by check will normally be mailed to the address of record within three business days of a properly executed redemption request. If you are selling shares you recently paid for by check, the Fund will pay you when your check has cleared, which may take up to 15 days.
 
  What Do I Need To Know About The Redemption Fee?
  The Structured International Equity Fund will charge a 2% redemption fee on the redemption of shares (including by exchange) held for 30 calendar days or less. For this purpose, the Fund uses a first-in first-out (“FIFO”) method so that shares held longest will be treated as being redeemed first and shares held shortest will be treated as being redeemed last. The redemption fee will be paid to the Fund from which the redemption is made, and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of the Fund. The redemption fee may be collected by deduction from the redemption proceeds or, if assessed after the redemption transaction, through a separate billing.
 
  The redemption fee does not apply to transactions involving the following:
  n   Redemptions of shares acquired by reinvestment of dividends or capital gains distributions.
  n   Redemptions of shares that are acquired or redeemed in connection with the participation in a systematic withdrawal program or automatic investment plan.
  n   Redemptions of shares in connection with a regularly scheduled automatic rebalancing of assets by certain mutual fund asset allocation programs.
  n   Redemptions of shares maintained in omnibus accounts by the Fund’s transfer agent on behalf of trust companies and bank trust departments investing assets held in a fiduciary, agency, advisory, custodial or similar capacity and over which the trust companies and bank trust departments or other plan fiduciaries or participants (in the case of certain retirement plans) have full or shared investment discretion.

 
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  n   Total or partial redemptions of shares held through retirement plans and accounts maintained pursuant to Sections 401 (tax-qualified pension, profit sharing, 401(k), money purchase and stock bonus plans), 403 (qualified annuity plans and tax-sheltered annuities) and 457 (deferred compensation plans for employees of tax-exempt entities or governments) of the Internal Revenue Code of 1986, as amended, that are maintained by the Fund’s transfer agent on an omnibus basis.
  n   Redemptions of shares that are issued as part of an investment company reorganization to which a Goldman Sachs Fund is a party.

  The Trust reserves the right to modify or eliminate the redemption fee or waivers at any time and will give 60 days’ prior written notice of any material changes, unless otherwise provided by law. The redemption fee policy may be modified or amended in the future to reflect, among other factors, regulatory requirements mandated by the SEC.
 
  In addition to the circumstances noted above, the Trust reserves the right to grant additional exceptions based on such factors as operational limitations, contractual limitations and further guidance from the SEC or other regulators.
 
  What Else Do I Need To Know About Redemptions?
  The following generally applies to redemption requests:
  n   Additional documentation may be required when deemed appropriate by the Transfer Agent. A redemption request will not be in proper form until such additional documentation has been received.
  n   Institutions (including banks, trust companies, brokers and investment advisers) are responsible for the timely transmittal of redemption requests by their customers to the Transfer Agent. In order to facilitate the timely transmittal of redemption requests, these institutions may set times by which they must receive redemption requests. These institutions may also require additional documentation from you.

  The Trust reserves the right to:
  n   Redeem your shares in the event an Institution’s relationship with Goldman Sachs is terminated and you do not transfer your account to another Institution with a relationship with Goldman Sachs. The Trust will not be responsible for any loss in an investor’s account resulting from a redemption.
  n   Subject to applicable law, redeem your shares in other circumstances determined by the Board of Trustees to be in the best interest of the Trust.
  n   Pay redemptions by a distribution in-kind of securities (instead of cash). If you receive redemption proceeds in-kind, you should expect to incur transaction costs upon the disposition of those securities.

 
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SHAREHOLDER GUIDE

  n   Reinvest any dividends or other distributions which you have elected to receive in cash should your check for such dividends or other distributions be returned to a Fund as undeliverable or remain uncashed for six months. In addition, that distribution and all future distributions payable to you will be reinvested at the NAV on the day of reinvestment in additional Institutional Shares of the Fund that pays the distributions. No interest will accrue on amounts represented by uncashed distribution or redemption checks.

  Can I Exchange My Investment From One Fund To Another?
  You may exchange Institutional Shares of a Fund at NAV for Institutional Shares of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 calendar days or less may, however, be subject to a redemption fee as described above under “What Do I Need To Know About The Redemption Fee?” The exchange privilege may be materially modified or withdrawn at any time upon 60 days’ written notice to you.

     
Instructions For Exchanging Shares:

By Writing:
  n  Write a letter of instruction that includes:
         n  Name(s) and signature(s)
         n  Account number
         n  The Fund names and Class of Shares
         n  The dollar amount to be exchanged
    n  Mail the request to:
    Goldman Sachs Funds
    71 S. Wacker Dr., Suite 500
    Chicago, IL 60606

By Telephone:
  If you have elected the telephone exchange privilege on your Account Application:
    n  1-800-621-2550
    (8:00 a.m. to 4:00 p.m. New York time)

  You should keep in mind the following factors when making or considering an exchange:
  n   You should obtain and carefully read the prospectus of the Fund you are acquiring before making an exchange.
  n   All exchanges which represent an initial investment in a Fund must satisfy the minimum initial investment requirements of that Fund or the entire balance of the original Fund account should be exchanged. This requirement may be waived at the discretion of the Trust.
  n   Telephone exchanges normally will be made only to an identically registered account.
  n   Exchanges are available only in states where exchanges may be legally made.

 
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  n   It may be difficult to make telephone exchanges in times of drastic economic or market conditions.
  n   Goldman Sachs may use reasonable procedures described under “What Do I Need To Know About Telephone Redemption Requests?” in an effort to prevent unauthorized or fraudulent telephone exchange requests.
  n   Exchanges into Goldman Sachs Funds that are closed to new investors may be restricted.
  n   Exchanges into a Fund from another Goldman Sachs Fund may be subject to any redemption fee imposed by the other Goldman Sachs Fund.

  For federal income tax purposes, an exchange from one Goldman Sachs Fund to another is treated as a redemption of the shares surrendered in the exchange, on which you may be subject to tax, followed by a purchase of shares received in the exchange. You should consult your tax adviser concerning the tax consequences of an exchange.
 
  What Types of Reports Will I Be Sent Regarding Investments In Institutional Shares?
  You will also receive an annual shareholder report containing audited financial statements and a semi-annual shareholder report. If you have consented to the delivery of a single copy of shareholder reports, prospectuses and other information to all shareholders who share the same mailing address with your account, you may revoke your consent at any time by contacting Goldman Sachs Funds by phone at 1-800-621-2550 or by mail at Goldman Sachs Funds, 71 S. Wacker Dr., Suite 500, Chicago, IL 60606. The Funds will begin sending individual copies to you within 30 days after receipt of your revocation. You will be provided with a printed confirmation of each transaction in your account and a monthly statement. A year-to-date statement for your account will be provided upon request made to Goldman Sachs. If your account is held in a “street name” you may receive your statements and confirmations on a different schedule.

   RESTRICTIONS ON EXCESSIVE TRADING PRACTICES   

  Policies and Procedures on Excessive Trading Practices. In accordance with the policy adopted by the Board of Trustees, the Trust discourages frequent purchases and redemptions of Fund shares and does not permit market timing or other excessive trading practices. Purchases and exchanges should be made with a view to longer-term investment purposes only that are consistent with the investment policies and practices of the respective Funds. Excessive, short-term (market timing) trading practices may disrupt portfolio management strategies, increase brokerage and administrative costs, harm fund performance and result in dilution in the value of Fund shares held by longer-term shareholders. The Trust and Goldman Sachs reserve
 
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SHAREHOLDER GUIDE

  the right to reject or restrict purchase or exchange requests from any investor. The Trust and Goldman Sachs will not be liable for any loss resulting from rejected purchase or exchange orders. To minimize harm to the Trust and its shareholders (or Goldman Sachs), the Trust (or Goldman Sachs) will exercise this right if, in the Trust’s (or Goldman Sachs’) judgment, an investor has a history of excessive trading or if an investor’s trading, in the judgment of the Trust (or Goldman Sachs), has been or may be disruptive to a Fund. In making this judgment, trades executed in multiple accounts under common ownership or control may be considered together to the extent they can be identified. No waivers of the provisions of the policy established to detect and deter market timing and other excessive trading activity are permitted that would harm the Trust or its shareholders or would subordinate the interests of the Trust or its shareholders to those of Goldman Sachs or any affiliated person or associated person of Goldman Sachs.
 
  To deter excessive shareholder trading, the Structured International Equity Fund and certain other International Equity Funds and Fixed Income Funds (which are offered in separate prospectuses) impose a redemption fee on redemptions made within 30 calendar days of purchase subject to certain exceptions. See “Shareholder Guide—What Do I Need To Know About The Redemption Fee?” for more information about the redemption fee, including transactions and certain omnibus accounts to which the redemption fee does not apply. As a further deterrent to excessive trading, many foreign equity securities held by the Structured International Equity Fund are priced by an independent pricing service using fair valuation. For more information on fair valuation, please see “Shareholder Guide—How are Shares Priced?”
 
  Pursuant to the policy adopted by the Board of Trustees, Goldman Sachs has developed criteria that it uses to identify trading activity that may be excessive. Goldman Sachs reviews on a regular, periodic basis available information relating to the trading activity in the Funds in order to assess the likelihood that a Fund may be the target of excessive trading. As part of its excessive trading surveillance process, Goldman Sachs, on a periodic basis, examines transactions that exceed certain monetary thresholds or numerical limits within a period of time. Consistent with the standards described above, if, in its judgment, Goldman Sachs detects excessive, short term trading, Goldman Sachs may reject or restrict a purchase or exchange request and may further seek to close an investor’s account with a Fund. Goldman Sachs may modify its surveillance procedures and criteria from time to time without prior notice regarding the detection of excessive trading or to address specific circumstances. Goldman Sachs will apply the criteria in a manner that, in Goldman Sachs’ judgment, will be uniform.

 
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  Fund shares may be held through omnibus arrangements maintained by intermediaries such as broker-dealers, investment advisers, transfer agents, administrators and insurance companies. In addition, Fund shares may be held in omnibus 401(k) plans, employee benefit plans and other group accounts. Omnibus accounts include multiple investors and such accounts typically provide the Funds with a net purchase or redemption request on any given day where the purchase and redemption of Fund shares by the investors are netted against one another. The identity of individual investors whose purchase and redemption orders are aggregated are not known by the Funds. A number of these financial intermediaries may not have the capability or may not be willing to apply the Funds’ market timing policies or any applicable redemption fee. While Goldman Sachs may monitor share turnover at the omnibus account level, a Fund’s ability to monitor and detect market timing by shareholders or apply any applicable redemption fee in these omnibus accounts is limited. The netting effect makes it more difficult to identify, locate and eliminate market timing activities. In addition, those investors who engage in market timing and other excessive trading activities may employ a variety of techniques to avoid detection. There can be no assurance that the Funds and Goldman Sachs will be able to identify all those who trade excessively or employ a market timing strategy, and curtail their trading in every instance.
 
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  Taxation
 
  As with any investment, you should consider how your investment in the Funds will be taxed. The tax information below is provided as general information. More tax information is available in the Additional Statement. You should consult your tax adviser about the federal, state, local or foreign tax consequences of your investment in the Funds.
 
  Unless your investment is an IRA or other tax-advantaged account, you should consider the possible tax consequences of Fund distributions and the sale of your Fund shares.

   DISTRIBUTIONS   

  Each Fund contemplates declaring as dividends each year all or substantially all of its taxable income. Distributions you receive from the Funds are generally subject to federal income tax, and may also be subject to state or local taxes. This is true whether you reinvest your distributions in additional Fund shares or receive them in cash. For federal tax purposes, Fund distributions attributable to short-term capital gains and net investment income are generally taxable to you as ordinary income, while distributions attributable to long-term capital gains are taxable as long-term capital gains, no matter how long you have owned your Fund shares.
 
  Under recent changes to the Internal Revenue Code (the “Code”), the maximum long-term capital gain tax rate applicable to individuals, estates, and trusts is 15%. Also, Fund distributions to noncorporate shareholders attributable to dividends received by the Funds from U.S. and certain qualified foreign corporations will generally be taxed at the long-term capital gain rate, as long as certain other requirements are met. A sunset provision provides that the 15% long-term capital gain rate and the taxation of dividends at the long-term capital gain rate will revert back to a prior version of these provisions in the Code for taxable years beginning after December 31, 2008. The amount of a Fund’s distributions that qualify for this favorable tax treatment may be reduced as a result of a Fund’s securities lending activities, by a high portfolio turnover rate or by investments in debt securities or “non-qualified” foreign corporations. For these lower rates to apply, the non-corporate shareholder must own the relevant Fund shares for at least 61 days during the 121-day period beginning 60 days before the Fund’s ex-dividend date.
 
  Although distributions are generally treated as taxable to you in the year they are paid, distributions declared in October, November or December but paid in January are taxable as if they were paid in December. A percentage of the Funds’ dividends

 
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  paid to corporate shareholders may be eligible for the corporate dividends-received deduction. This percentage may, however, be reduced as a result of a Fund’s securities lending activities, by a high portfolio turnover rate, or by investments in debt securities or foreign corporations. Character and tax status of all distributions will be available to shareholders after the close of each calendar year.
 
  Each Fund may be subject to foreign withholding or other foreign taxes on income or gain from certain foreign securities. In general, each Fund, except the Structured International Equity Fund, may deduct these taxes in computing its taxable income. The Structured International Equity Fund may make an election to treat a proportionate amount of those taxes as constituting a distribution to each shareholder, which would allow you either (i) to credit that proportionate amount of taxes against U.S. Federal income tax liability as a foreign tax credit or (ii) to take that amount as an itemized deduction.
 
  If you buy shares of a Fund before it makes a distribution, the distribution will be taxable to you even though it may actually be a return of a portion of your investment. This is known as “buying a dividend.”

   SALES AND EXCHANGES   

  Your sale of Fund shares is a taxable transaction for federal income tax purposes, and may also be subject to state and local taxes. For tax purposes, the exchange of your Fund shares for shares of a different Goldman Sachs Fund is the same as a sale. When you sell your shares, you will generally recognize a capital gain or loss in an amount equal to the difference between your adjusted tax basis in the shares and the amount received. Generally, this gain or loss is long-term or short-term depending on whether your holding period exceeds twelve months, except that any loss realized on shares held for six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends that were received on the shares. Additionally, any loss realized on a sale, exchange or redemption of shares of a Fund may be disallowed under “wash sale” rules to the extent the shares disposed of are replaced with other shares of that Fund within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to a dividend reinvestment in shares of that Fund. If disallowed, the loss will be reflected in an adjustment to the basis of the shares acquired.

   OTHER INFORMATION   

  When you open your account, you should provide your Social Security Number or tax identification number on your Account Application. By law, each Fund must

 
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TAXATION

  withhold 28% of your taxable distributions and any redemption proceeds if you do not provide your correct taxpayer identification number, or certify that it is correct, or if the IRS instructs the Fund to do so.
 
  Non-U.S. investors may be subject to U.S. withholding and estate tax. However, non-U.S. investors generally may file for a tax refund of tax withheld (if any) on distributions of qualified interest income and short-term capital gains made by the Funds after September 1, 2005 and before August 31, 2008.

 
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  Appendix A
Additional Information on Portfolio
Risks, Securities and Techniques

   A.  General Portfolio Risks   

  The Funds will be subject to the risks associated with equity investments. “Equity investments” may include common stocks, preferred stocks, interests in real estate investment trusts, convertible debt obligations, convertible preferred stocks, equity interests in trusts, partnerships, joint ventures, limited liability companies and similar enterprises, warrants, stock purchase rights and synthetic and derivative instruments that have economic characteristics similar to equity securities. In general, the values of equity investments fluctuate in response to the activities of individual companies and in response to general market and economic conditions. Accordingly, the values of the equity investments that a Fund holds may decline over short or extended periods. The stock markets tend to be cyclical, with periods when stock prices generally rise and periods when prices generally decline. This volatility means that the value of your investment in the Funds may increase or decrease. In recent years, certain stock markets have experienced substantial price volatility.
 
  To the extent that a Fund invests in fixed-income securities, that Fund will also be subject to the risks associated with its fixed-income securities. These risks include interest rate risk, credit risk and call/extension risk. In general, interest rate risk involves the risk that when interest rates decline, the market value of fixed-income securities tends to increase. Conversely, when interest rates increase, the market value of fixed-income securities tends to decline. Credit risk involves the risk that an issuer or guarantor could default on its obligations, and a Fund will not recover its investment. Call risk and extension risk are normally present when the borrower has the option to prepay its obligations.
 
  The Investment Adviser will not consider the portfolio turnover rate a limiting factor in making investment decisions for a Fund. A high rate of portfolio turnover (100% or more) involves correspondingly greater expenses which must be borne by a Fund and its shareholders, and is also likely to result in higher short-term capital gains taxable to shareholders. The portfolio turnover rate is calculated by dividing the lesser of the dollar amount of sales or purchases of portfolio securities by the average monthly value of a Fund’s portfolio securities, excluding securities having a maturity at the date of purchase of one year or less. See “Financial Highlights” in Appendix B for a statement of the Funds’ historical portfolio turnover rates.

 
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APPENDIX A

  The following sections provide further information on certain types of securities and investment techniques that may be used by the Funds, including their associated risks. Additional information is provided in the Additional Statement, which is available upon request. Among other things, the Additional Statement describes certain fundamental investment restrictions that cannot be changed without shareholder approval. You should note, however, that all investment objectives and all investment policies not specifically designated as fundamental are non-fundamental, and may be changed without shareholder approval. If there is a change in a Fund’s investment objective, you should consider whether that Fund remains an appropriate investment in light of your then current financial position and needs.

   B.  Other Portfolio Risks   

  Risks of Investing in Small Capitalization and Mid-Capitalization Companies. Each Fund may, to the extent consistent with its investment policies, invest in small and mid-capitalization companies. Investments in small and mid-capitalization companies involve greater risk and portfolio price volatility than investments in larger capitalization stocks. Among the reasons for the greater price volatility of these investments are the less certain growth prospects of smaller firms and the lower degree of liquidity in the markets for such securities. Small and mid-capitalization companies may be thinly traded and may have to be sold at a discount from current market prices or in small lots over an extended period of time. In addition, these securities are subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities in particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic or market conditions, or adverse investor perceptions whether or not accurate. Because of the lack of sufficient market liquidity, a Fund may incur losses because it will be required to effect sales at a disadvantageous time and only then at a substantial drop in price. Small and mid-capitalization companies include “unseasoned” issuers that do not have an established financial history; often have limited product lines, markets or financial resources; may depend on or use a few key personnel for management; and may be susceptible to losses and risks of bankruptcy. Small and mid-capitalization companies may be operating at a loss or have significant variations in operating results; may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence; may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position; and may have substantial borrowings or may otherwise have a weak financial condition. In addition, these companies may face intense competition, including competition from companies with greater financial resources, more extensive development,

 
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  manufacturing, marketing, and other capabilities, and a larger number of qualified managerial and technical personnel. Transaction costs for these investments are often higher than those of larger capitalization companies. Investments in small and mid-capitalization companies may be more difficult to price precisely than other types of securities because of their characteristics and lower trading volumes.
 
  Risks of Foreign Investments. The Funds may make foreign investments. Foreign investments involve special risks that are not typically associated with U.S. dollar denominated or quoted securities of U.S. issuers. Foreign investments may be affected by changes in currency rates, changes in foreign or U.S. laws or restrictions applicable to such investments and changes in exchange control regulations ( e.g. , currency blockage). A decline in the exchange rate of the currency ( i.e. , weakening of the currency against the U.S. dollar) in which a portfolio security is quoted or denominated relative to the U.S. dollar would reduce the value of the portfolio security. In addition, if the currency in which a Fund receives dividends, interest or other payments declines in value against the U.S. dollar before such income is distributed as dividends to shareholders or converted to U.S. dollars, the Fund may have to sell portfolio securities to obtain sufficient cash to pay such dividends.
 
  Brokerage commissions, custodial services and other costs relating to investment in international securities markets generally are more expensive than in the United States. In addition, clearance and settlement procedures may be different in foreign countries and, in certain markets, such procedures have been unable to keep pace with the volume of securities transactions, thus making it difficult to conduct such transactions.
 
  Foreign issuers are not generally subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to U.S. issuers. There may be less publicly available information about a foreign issuer than about a U.S. issuer. In addition, there is generally less government regulation of foreign markets, companies and securities dealers than in the United States, and the legal remedies for investors may be more limited than the remedies available in the United States. Foreign securities markets may have substantially less volume than U.S. securities markets and securities of many foreign issuers are less liquid and more volatile than securities of comparable domestic issuers. Furthermore, with respect to certain foreign countries, there is a possibility of nationalization, expropriation or confiscatory taxation, imposition of withholding or other taxes on dividend or interest payments (or, in some cases, capital gains distributions), limitations on the removal of funds or other assets from such countries, and risks of political or social instability or diplomatic developments which could adversely affect investments in those countries.

 
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APPENDIX A

  Concentration of a Fund’s assets in one or a few countries and currencies will subject a Fund to greater risks than if a Fund’s assets were not geographically concentrated.
 
  Investment in sovereign debt obligations by a Fund involves risks not present in debt obligations of corporate issuers. The issuer of the debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due in accordance with the terms of such debt, and a Fund may have limited recourse to compel payment in the event of a default. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt, and in turn a Fund’s NAV, to a greater extent than the volatility inherent in debt obligations of U.S. issuers.
 
  A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward international lenders, and the political constraints to which a sovereign debtor may be subject.
 
  Investments in foreign securities may take the form of sponsored and unsponsored American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), European Depositary Receipts (“EDRs”) or other similar instruments representing securities of foreign issuers. ADRs, GDRs and EDRs represent the right to receive securities of foreign issuers deposited in a bank or other depository. ADRs and certain GDRs are traded in the United States. GDRs may be traded in either the United States or in foreign markets. EDRs are traded primarily outside the United States. Prices of ADRs are quoted in U.S. dollars. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security.
 
  Risks of Euro. On January 1, 1999, the European Economic and Monetary Union (EMU) introduced a new single currency called the euro. The euro has replaced the national currencies of the following member countries: Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, and Spain. In addition, Cyprus, the Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia and Slovenia became members of the EMU on May 1, 2004, but these countries will not adopt the euro as their new currency until they can show that their economies have converged with the economies of the euro zone.
 
  The European Central Bank has control over each country’s monetary policies. Therefore, the member countries no longer control their own monetary policies by directing independent interest rates for their currencies. The national governments of the participating countries, however, have retained the authority to set tax and spending policies and public debt levels.

 
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  The change to the euro as a single currency is relatively new and untested. The elimination of currency risk among EMU countries has affected the economic environment and behavior of investors, particularly in European markets, but the long-term impact of those changes on currency values or on the business or financial condition of European countries and issuers cannot be fully assessed at this time. In addition, the introduction of the euro presents other unique uncertainties, including the fluctuation of the euro relative to non-euro currencies; whether the interest rate, tax and labor regimes of European countries participating in the euro will converge over time; and whether the conversion of the currencies of other countries that now are or may in the future become members of the European Union (“EU”) will have an impact on the euro. Also, it is possible that the euro could be abandoned in the future by countries that have already adopted its use. In May and June 2005, voters in France and the Netherlands rejected ratification of the EU Constitution causing some other countries to postpone moves toward ratification. These or other events, including political and economic developments, could cause market disruptions, and could adversely affect the value of securities held by the Funds. Because of the number of countries using this single currency, a significant portion of the assets held by the Funds may be denominated in the euro.
 
  Risks of Emerging Countries. The Structured International Equity Fund may invest in securities of issuers located in emerging countries. The risks of foreign investment are heightened when the issuer is located in an emerging country. Emerging countries are generally located in the Asia and Pacific regions, Eastern Europe, Latin and South America and Africa. The Fund’s purchase and sale of portfolio securities in certain emerging countries may be constrained by limitations relating to daily changes in the prices of listed securities, periodic trading or settlement volume and/or limitations on aggregate holdings of foreign investors. Such limitations may be computed based on the aggregate trading volume by or holdings of the Fund, the Investment Adviser, its affiliates and their respective clients and other service providers. The Fund may not be able to sell securities in circumstances where price, trading or settlement volume limitations have been reached.
 
  Foreign investment in the securities markets of certain emerging countries is restricted or controlled to varying degrees which may limit investment in such countries or increase the administrative costs of such investments. For example, certain Asian countries require governmental approval prior to investments by foreign persons or limit investment by foreign persons to only a specified percentage of an issuer’s outstanding securities or a specific class of securities which may have less advantageous terms (including price) than securities of the issuer available for purchase by nationals. In addition, certain countries may restrict or prohibit

 
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APPENDIX A

  investment opportunities in issuers or industries deemed important to national interests. Such restrictions may affect the market price, liquidity and rights of securities that may be purchased by the Fund. The repatriation of both investment income and capital from certain emerging countries is subject to restrictions such as the need for governmental consents. In situations where a country restricts direct investment in securities (which may occur in certain Asian and other countries), the Fund may invest in such countries through other investment funds in such countries.
 
  Many emerging countries have experienced currency devaluations and substantial (and, in some cases, extremely high) rates of inflation. Other emerging countries have experienced economic recessions. These circumstances have had a negative effect on the economies and securities markets of such emerging countries. Economies in emerging countries generally are dependent heavily upon commodity prices and international trade and, accordingly, have been and may continue to be affected adversely by the economies of their trading partners, trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade.
 
  Many emerging countries are subject to a substantial degree of economic, political and social instability. Governments of some emerging countries are authoritarian in nature or have been installed or removed as a result of military coups, while governments in other emerging countries have periodically used force to suppress civil dissent. Disparities of wealth, the pace and success of democratization, and ethnic, religious and racial disaffection, among other factors, have also led to social unrest, violence and/or labor unrest in some emerging countries. Unanticipated political or social developments may result in sudden and significant investment losses. Investing in emerging countries involves greater risk of loss due to expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and on repatriation of capital invested. As an example, in the past some Eastern European governments have expropriated substantial amounts of private property, and many claims of the property owners have never been fully settled. There is no assurance that similar expropriations will not recur in Eastern European or other countries.
 
  The Structured International Equity Fund’s investment in emerging countries may also be subject to withholding or other taxes, which may be significant and may reduce the return from an investment in such countries to the Fund.
 
  Settlement procedures in emerging countries are frequently less developed and reliable than those in the United States and may involve the Fund’s delivery of securities before receipt of payment for their sale. In addition, significant delays may occur in certain markets in registering the transfer of securities. Settlement or registration problems may make it more difficult for the Fund to value its portfolio

 
57


 

  securities and could cause the Fund to miss attractive investment opportunities, to have a portion of its assets uninvested or to incur losses due to the failure of a counterparty to pay for securities the Fund has delivered or the Fund’s inability to complete its contractual obligations because of theft or other reasons.
 
  The creditworthiness of the local securities firms used by a Fund in emerging countries may not be as sound as the creditworthiness of firms used in more developed countries. As a result, the Fund may be subject to a greater risk of loss if a securities firm defaults in the performance of its responsibilities.
 
  The small size and inexperience of the securities markets in certain emerging countries and the limited volume of trading in securities in those countries may make the Fund’s investments in such countries less liquid and more volatile than investments in countries with more developed securities markets (such as the United States, Japan and most Western European countries). The Fund’s investments in emerging countries are subject to the risk that the liquidity of a particular investment, or investments generally, in such countries will shrink or disappear suddenly and without warning as a result of adverse economic, market or political conditions or adverse investor perceptions, whether or not accurate. Because of the lack of sufficient market liquidity, the Fund may incur losses because it will be required to effect sales at a disadvantageous time and only then at a substantial drop in price. Investments in emerging countries may be more difficult to price precisely because of the characteristics discussed above and lower trading volumes.
 
  The Fund’s use of foreign currency management techniques in emerging countries may be limited. The Investment Adviser anticipates that a significant portion of the Funds’ currency exposure in emerging countries may not be covered by these techniques.
 
  Risks of Derivative Investments. A Fund’s transactions, if any, in options, futures, options on futures, swaps, structured securities and foreign currency transactions involve additional risk of loss. Loss can result from a lack of correlation between changes in the value of derivative instruments and the portfolio assets (if any) being hedged, the potential illiquidity of the markets for derivative instruments, or the risks arising from margin requirements and related leverage factors associated with such transactions. The use of these management techniques also involves the risk of loss if the Investment Adviser is incorrect in its expectation of fluctuations in securities prices, interest rates or currency prices. Each Fund may also invest in derivative investments for non-hedging purposes (that is, to seek to increase total return). Investing for non-hedging purposes is considered a speculative practice and presents even greater risk of loss.

 
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APPENDIX A

  Risks of Illiquid Securities. Each Fund may invest up to 15% of its net assets in illiquid securities which cannot be disposed of in seven days in the ordinary course of business at fair value. Illiquid securities include:
  n   Both domestic and foreign securities that are not readily marketable
  n   Certain stripped mortgage-backed securities
  n   Repurchase agreements and time deposits with a notice or demand period of more than seven days
  n   Certain over-the-counter options
  n   Certain structured securities and all swap transactions
  n   Certain restricted securities, unless it is determined, based upon a review of the trading markets for a specific restricted security, that such restricted security is liquid because it is so-called “4(2) commercial paper” or is otherwise eligible for resale pursuant to Rule 144A under the Securities Act of 1933 (“144A Securities”).

  Investing in 144A Securities may decrease the liquidity of a Fund’s portfolio to the extent that qualified institutional buyers become for a time uninterested in purchasing these restricted securities. The purchase price and subsequent valuation of restricted and illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists.
 
  Credit/Default Risks. Debt securities purchased by the Funds may include securities (including zero coupon bonds) issued by the U.S. government (and its agencies, instrumentalities and sponsored enterprises), foreign governments, domestic and foreign corporations, banks and other issuers. Some of these fixed-income securities are described in the next section below. Further information is provided in the Additional Statement.
 
  Debt securities rated BBB or higher by Standard & Poor’s Rating Group (“Standard & Poor’s”), Baa or higher by Moody’s Investors Service, Inc. (“Moody’s”) or having a comparable rating by another NRSRO are considered “investment grade.” Securities rated BBB or Baa are considered medium-grade obligations with speculative characteristics, and adverse economic conditions or changing circumstances may weaken their issuers’ capacity to pay interest and repay principal. A security will be deemed to have met a rating requirement if it receives the minimum required rating from at least one such rating organization even though it has been rated below the minimum rating by one or more other rating organizations, or if unrated by such rating organizations, the security is determined by the Investment Adviser to be of comparable credit quality. If a security satisfies a Fund’s minimum rating requirement at the time of purchase and is subsequently downgraded below that rating, the Fund will not be required to

 
59


 

  dispose of the security. If a downgrade occurs, the Investment Adviser will consider what action, including the sale of the security, is in the best interest of a Fund and its shareholders.
 
  Temporary Investment Risks. Each Fund may, for temporary defensive purposes, invest a certain percentage of its total assets in:
  n   U.S. government securities
  n   Commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO
  n   Certificates of deposit
  n   Bankers’ acceptances
  n   Repurchase agreements
  n   Non-convertible preferred stocks and non-convertible corporate bonds with a remaining maturity of less than one year

  When a Fund’s assets are invested in such instruments, the Fund may not be achieving its investment objective.

   C.  Portfolio Securities and Techniques   

  This section provides further information on certain types of securities and investment techniques that may be used by the Funds, including their associated risks.
 
  The Funds may purchase other types of securities or instruments similar to those described in this section if otherwise consistent with the Fund’s investment objectives and policies. Further information is provided in the Additional Statement, which is available upon request.
 
  Convertible Securities. Each Fund may invest in convertible securities. Convertible securities are preferred stock or debt obligations that are convertible into common stock. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. Convertible securities in which a Fund invests are subject to the same rating criteria as its other investments in fixed-income securities. Convertible securities have both equity and fixed-income risk characteristics. Like all fixed-income securities, the value of convertible securities is susceptible to the risk of market losses attributable to changes in interest rates. Generally, the market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. However, when the market price of the common stock underlying a convertible security exceeds the conversion price of the convertible security, the convertible security tends to reflect the market price of the underlying common stock. As the market price of the underlying common stock declines, the convertible security, like a fixed-income

 
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APPENDIX A

  security, tends to trade increasingly on a yield basis, and thus may not decline in price to the same extent as the underlying common stock.
 
  Foreign Currency Transactions. A Fund may, to the extent consistent with its investment policies, purchase or sell foreign currencies on a cash basis or through forward contracts. A forward contract involves an obligation to purchase or sell a specific currency at a future date at a price set at the time of the contract. A Fund may engage in foreign currency transactions for hedging purposes and to seek to protect against anticipated changes in future foreign currency exchange rates. In addition, the Structured International Equity Fund may enter into such transactions to seek to increase total return, which is considered a speculative practice. The Structured International Equity Fund may also enter into foreign currency transactions to seek a closer correlation between the Fund’s overall currency exposures and the currency exposures of the Fund’s performance benchmark.
 
  The Funds may also engage in cross-hedging by using forward contracts in a currency different from that in which the hedged security is denominated or quoted. A Fund may hold foreign currency received in connection with investments in foreign securities when, in the judgment of the Investment Adviser, it would be beneficial to convert such currency into U.S. dollars at a later date ( e.g. , the Investment Adviser may anticipate the foreign currency to appreciate against the U.S. dollar).
 
  Currency exchange rates may fluctuate significantly over short periods of time, causing, along with other factors, a Fund’s NAV to fluctuate (when the Fund’s NAV fluctuates, the value of your shares may go up or down). Currency exchange rates also can be affected unpredictably by the intervention of U.S. or foreign governments or central banks, or the failure to intervene, or by currency controls or political developments in the United States or abroad.
 
  The market in forward foreign currency exchange contracts, currency swaps and other privately negotiated currency instruments offers less protection against defaults by the other party to such instruments than is available for currency instruments traded on an exchange. Such contracts are subject to the risk that the counterparty to the contract will default on its obligations. Since these contracts are not guaranteed by an exchange or clearinghouse, a default on a contract would deprive a Fund of unrealized profits, transaction costs or the benefits of a currency hedge or could force the Fund to cover its purchase or sale commitments, if any, at the current market price.
 
  Structured Securities. Each Fund may invest in structured securities. Structured securities are securities whose value is determined by reference to changes in the

 
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  value of specific currencies, interest rates, commodities, indices or other financial indicators (the “Reference”) or the relative change in two or more References.
 
  The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference. Structured securities may be positively or negatively indexed, so that appreciation of the Reference may produce an increase or decrease in the interest rate or value of the security at maturity. In addition, changes in the interest rates or the value of the security at maturity may be a multiple of changes in the value of the Reference. Consequently, structured securities may present a greater degree of market risk than many types of securities and may be more volatile, less liquid and more difficult to price accurately than less complex securities.
 
  REITs. Each Fund may invest in REITs. REITs are pooled investment vehicles that invest primarily in either real estate or real estate related loans. The value of a REIT is affected by changes in the value of the properties owned by the REIT or securing mortgage loans held by the REIT. REITs are dependent upon the ability of the REITs’ managers, and are subject to heavy cash flow dependency, default by borrowers and the qualification of the REITs under applicable regulatory requirements for favorable income tax treatment. REITs are also subject to risks generally associated with investments in real estate including possible declines in the value of real estate, general and local economic conditions, environmental problems and changes in interest rates. To the extent that assets underlying a REIT are concentrated geographically, by property type or in certain other respects, these risks may be heightened. A Fund will indirectly bear its proportionate share of any expenses, including management fees, paid by a REIT in which it invests.
 
  Options on Securities, Securities Indices and Foreign Currencies. A put option gives the purchaser of the option the right to sell, and the writer (seller) of the option the obligation to buy, the underlying instrument during the option period. A call option gives the purchaser of the option the right to buy, and the writer (seller) of the option the obligation to sell, the underlying instrument during the option period. Each Fund may write (sell) covered call and put options and purchase put and call options on any securities in which the Fund may invest or on any securities index consisting of securities in which it may invest. A Fund may also, to the extent consistent with its investment policies, purchase and sell (write) put and call options on foreign currencies.
 
  The writing and purchase of options is a highly specialized activity which involves special investment risks. Options may be used for either hedging or cross-hedging purposes, or to seek to increase total return (which is considered a speculative activity). The successful use of options depends in part on the ability of the Investment Adviser to manage future price fluctuations and the degree of

 
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APPENDIX A

  correlation between the options and securities (or currency) markets. If the Investment Adviser is incorrect in its expectation of changes in market prices or determination of the correlation between the instruments or indices on which options are written and purchased and the instruments in a Fund’s investment portfolio, the Fund may incur losses that it would not otherwise incur. The use of options can also increase a Fund’s transaction costs. Options written or purchased by the Funds may be traded on U.S. exchanges or (in the case of the Structured International Equity Fund) foreign exchanges or over-the-counter. Foreign and over-the-counter options will present greater possibility of loss because of their greater illiquidity and credit risks.
 
  Futures Contracts and Options on Futures Contracts. Futures contracts are standardized, exchange-traded contracts that provide for the sale or purchase of a specified financial instrument or currency at a future time at a specified price. An option on a futures contract gives the purchaser the right (and the writer of the option the obligation) to assume a position in a futures contract at a specified exercise price within a specified period of time. A futures contract may be based on a particular securities index. The Structured International Equity Fund may also purchase and sell futures contracts based on various securities, foreign currencies and other financial instruments and indices. The Funds may engage in futures transactions on U.S. exchanges and the Structured International Equity Fund may engage in transactions on foreign exchanges.
 
  Each Fund may purchase and sell futures contracts, and purchase and write call and put options on futures contracts, in order to seek to increase total return or to hedge against changes in securities prices or, to the extent a Fund invests in foreign securities, currency exchange rates. Each Fund may also enter into closing purchase and sale transactions with respect to such contracts and options. The Trust, on behalf of each Fund, has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act, and therefore is not subject to registration or regulation as a pool operator under that Act with respect to the Funds.
 
  Futures contracts and related options present the following risks:
  n   While a Fund may benefit from the use of futures and options on futures, unanticipated changes in securities prices or currency exchange rates may result in poorer overall performance than if the Fund had not entered into any futures contracts or options transactions.
  n   Because perfect correlation between a futures position and a portfolio position that is intended to be protected is impossible to achieve, the desired protection may not be obtained and a Fund may be exposed to additional risk of loss.

 
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  n   The loss incurred by a Fund in entering into futures contracts and in writing call options on futures is potentially unlimited and may exceed the amount of the premium received.
  n   Futures markets are highly volatile and the use of futures may increase the volatility of a Fund’s NAV.
  n   As a result of the low margin deposits normally required in futures trading, a relatively small price movement in a futures contract may result in substantial losses to a Fund.
  n   Futures contracts and options on futures may be illiquid, and exchanges may limit fluctuations in futures contract prices during a single day.
  n   Foreign exchanges may not provide the same protection as U.S. exchanges.

  Equity Swaps. Each Fund may invest in equity swaps. Equity swaps allow the parties to a swap agreement to exchange the dividend income or other components of return on an equity investment (for example, a group of equity securities or an index) for a component of return on another non-equity or equity investment.
 
  An equity swap may be used by a Fund to invest in a market without owning or taking physical custody of securities in circumstances in which direct investment may be restricted for legal reasons or is otherwise deemed impractical or disadvantageous. Equity swaps are derivatives and their value can be very volatile. To the extent that the Investment Adviser does not accurately analyze and predict the potential relative fluctuation of the components swapped with another party, a Fund may suffer a loss, which may be substantial. The value of some components of an equity swap (such as the dividends on a common stock) may also be sensitive to changes in interest rates. Furthermore, a Fund may suffer a loss if the counterparty defaults. Because equity swaps are normally illiquid, a Fund may be unable to terminate its obligations when desired.
 
  When-Issued Securities and Forward Commitments. Each Fund may purchase when-issued securities and make contracts to purchase or sell securities for a fixed price at a future date beyond customary settlement time. When-issued securities are securities that have been authorized, but not yet issued. When-issued securities are purchased in order to secure what is considered to be an advantageous price or yield to the Fund at the time of entering into the transaction. A forward commitment involves the entering into a contract to purchase or sell securities for a fixed price at a future date beyond the customary settlement period.
 
  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-

 
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APPENDIX A

  issued or forward commitment basis with the intention of acquiring the securities for its portfolio, a Fund may dispose of when-issued securities or forward commitments prior to settlement if the Investment Adviser deems it appropriate.
 
  Repurchase Agreements. Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. Each Fund may enter into repurchase agreements with securities dealers and banks which furnish collateral at least equal in value or market price to the amount of their repurchase obligation.
 
  If the other party or “seller” defaults, a Fund might 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 bankruptcy of the seller, a Fund could suffer additional losses if a court determines that the Fund’s interest in the collateral is not enforceable.
 
  Certain Funds, together with other registered investment companies having advisory agreements with the Investment Adviser or any of its affiliates, may transfer uninvested cash balances into a single joint account, the daily aggregate balance of which will be invested in one or more repurchase agreements.
 
  Lending of Portfolio Securities. Each Fund may engage in securities lending. Securities lending involves the lending of securities owned by a Fund to financial institutions such as certain broker-dealers including, as permitted by the SEC, Goldman Sachs. The borrowers are required to secure their loans continuously with cash, cash equivalents, U.S. government securities or letters of credit in an amount at least equal to the market value of the securities loaned. Cash collateral may be invested by a Fund in short-term investments, including unregistered investment pools managed by the Investment Adviser or its affiliates and from which the Investment Adviser or its affiliates may receive fees. To the extent that cash collateral is so invested, such collateral will be subject to market depreciation or appreciation, and a Fund will be responsible for any loss that might result from its investment of the borrowers’ collateral. If the Investment Adviser determines to make securities loans, the value of the securities loaned may not exceed 33 1/3% of the value of the total assets of a Fund (including the loan collateral). Loan collateral (including any investment of the collateral) is not subject to the percentage limitations described elsewhere in this Prospectus regarding investments in fixed-income securities and cash equivalents.
 
  A Fund may lend its securities to increase its income. A Fund may, however, experience delay in the recovery of its securities or incur a loss if the institution

 
65


 

  with which it has engaged in a portfolio loan transaction breaches its agreement with the Fund or becomes insolvent.
 
  Preferred Stock, Warrants and Rights. Each Fund may invest in preferred stock, warrants and rights. Preferred stocks are securities that represent an ownership interest providing the holder with claims on the issuer’s earnings and assets before common stock owners but after bond owners. Unlike debt securities, the obligations of an issuer of preferred stock, including dividend and other payment obligations, may not typically be accelerated by the holders of such preferred stock on the occurrence of an event of default or other non-compliance by the issuer of the preferred stock.
 
  Warrants and other rights are options to buy a stated number of shares of common stock at a specified price at any time during the life of the warrant or right. The holders of warrants and rights have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer.
 
  Other Investment Companies. Each Fund may invest in securities of other investment companies (including exchange-traded funds such as SPDRs and iShares SM , as defined below) subject to statutory limitations prescribed by the Investment Company Act of 1940. These limitations include a prohibition on any Fund acquiring more than 3% of the voting shares of any other investment company, and a prohibition on investing more than 5% of a Fund’s total assets in securities of any one investment company or more than 10% of its total assets in securities of all investment companies. A Fund will indirectly bear its proportionate share of any management fees and other expenses paid by such other investment companies. Although the Funds do not expect to do so in the foreseeable future, each Fund is authorized to invest substantially all of its assets in a single open-end investment company or series thereof that has substantially the same investment objective, policies and fundamental restrictions as the Fund. Pursuant to an exemptive order obtained from the SEC, other investment companies in which a Fund may invest include money market funds which the Investment Adviser or any of its affiliates serves as investment adviser, administrator or distributor.
 
  Exchange-traded funds such as SPDRs and iShares SM are shares of unaffiliated investment companies which are traded like traditional equity securities on a national securities exchange or the NASDAQ ® National Market System.

  n   Standard & Poor’s Depositary Receipts™. The Funds may, consistent with their investment policies, purchase Standard & Poor’s Depositary Receipts™ (“SPDRs”). SPDRs are securities traded on an exchange that represent ownership in the SPDR Trust, a trust which has been established to accumulate and hold a portfolio of common stocks that is intended to track the price
 
66


 

APPENDIX A

  performance and dividend yield of the S&P 500 ® . SPDRs may be used for several reasons, including, but not limited to, facilitating the handling of cash flows or trading, or reducing transaction costs. The price movement of SPDRs may not perfectly parallel the price action of the S&P 500 ® .
 
  n   iShares SM . iShares are shares of an investment company that invests substantially all of its assets in securities included in specified indices, including the MSCI indices for various countries and regions. The market prices of iShares are expected to fluctuate in accordance with both changes in the NAVs of their underlying indices and supply and demand of iShares on an exchange. However, iShares have a limited operating history and information is lacking regarding the actual performance and trading liquidity of iShares for extended periods or over complete market cycles. In addition, there is no assurance that the requirements of the exchange necessary to maintain the listing of iShares will continue to be met or will remain unchanged. In the event substantial market or other disruptions affecting iShares occur in the future, the liquidity and value of a Fund’s shares could also be substantially and adversely affected. If such disruptions were to occur, a Fund could be required to reconsider the use of iShares as part of its investment strategy.

  Unseasoned Companies. Each Fund may invest in companies which (together with their predecessors) have operated less than three years. The securities of such companies may have limited liquidity, which can result in their being priced higher or lower than might otherwise be the case. In addition, investments in unseasoned companies are more speculative and entail greater risk than do investments in companies with an established operating record.
 
  Corporate Debt Obligations. Corporate debt obligations include bonds, notes, debentures, commercial paper and other obligations of corporations to pay interest and repay principal. Each Fund may invest in corporate debt obligations issued by U.S. and certain non-U.S. issuers which issue securities denominated in the U.S. dollar (including Yankee and Euro obligations). In addition to obligations of corporations, corporate debt obligations include securities issued by banks and other financial institutions and supranational entities ( i.e. , the World Bank, the International Monetary Fund, etc.).
 
  Bank Obligations. Each Fund may invest in obligations issued or guaranteed by U.S. or foreign banks. Bank obligations, including without limitation, time deposits, bankers’ acceptances and certificates of deposit, may be general obligations of the parent bank or may be limited to the issuing branch by the terms of the specific obligations or by government regulations. Banks are subject to extensive but different governmental regulations which may limit both the amount and types of loans which may be made and interest rates which may be charged. In addition, the

 
67


 

  profitability of the banking industry is largely dependent upon the availability and cost of funds for the purpose of financing lending operations under prevailing money market conditions. General economic conditions as well as exposure to credit losses arising from possible financial difficulties of borrowers play an important part in the operation of this industry.
 
  U.S. Government Securities. Each Fund may invest in U.S. Government Securities. U.S. Government Securities include U.S. Treasury obligations and obligations issued or guaranteed by U.S. government agencies, instrumentalities or sponsored enterprises. U.S. Government Securities may be supported by (a) the full faith and credit of the U.S. Treasury; (b) the right of the issuer to borrow from the U.S. Treasury; (c) the discretionary authority of the U.S. government to purchase certain obligations of the issuer; or (d) only the credit of the issuer. U.S. Government Securities also include Treasury receipts, zero coupon bonds and other stripped U.S. Government Securities, where the interest and principal components of stripped U.S. Government Securities are traded independently.
 
  Custodial Receipts and Trust Certificates. Each Fund may invest in custodial receipts and trust certificates representing interests in securities held by a custodian or trustee. The securities so held may include U.S. Government Securities or other types of securities in which a Fund may invest. The custodial receipts or trust certificates may evidence ownership of future interest payments, principal payments or both on the underlying securities, or, in some cases, the payment obligation of a third party that has entered into an interest rate swap or other arrangement with the custodian or trustee. For certain securities laws purposes, custodial receipts and trust certificates may not be considered obligations of the U.S. government or other issuer of the securities held by the custodian or trustee. If for tax purposes a Fund is not considered to be the owner of the underlying securities held in the custodial or trust account, the Fund may suffer adverse tax consequences. As a holder of custodial receipts and trust certificates, a Fund will bear its proportionate share of the fees and expenses charged to the custodial account or trust. Each Fund may also invest in separately issued interests in custodial receipts and trust certificates.
 
  Borrowings. Each Fund can borrow money from banks and other financial institutions in amounts not exceeding one-third of its total assets for temporary or emergency purposes. A Fund may not make additional investments if borrowings exceed 5% of its total assets.

 
68


 

 
  Appendix B
Financial Highlights
 
  The financial highlights tables are intended to help you understand a Fund’s financial performance for the past five years (or less if the Fund has not been in operation for five years). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions). The information has been audited by PricewaterhouseCoopers LLP, whose report, along with a Fund’s financial statements, is included in the Funds’ annual report (available upon request).

STRUCTURED LARGE CAP VALUE FUND

                                           
Structured Large Cap Value Fund— Institutional Shares

For the Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 11.14     $ 9.47     $ 8.74     $ 10.31     $ 10.82  
   
Income (loss) from investment operations
                                       
Net investment income (loss) a
    0.17       0.09       0.13       0.11       0.11  
Net realized and unrealized gain (loss)
    1.77       1.74       0.73       (1.57 )     (0.43 )
   
 
Total from investment operations
    1.94       1.83       0.86       (1.46 )     (0.32 )
   
Distributions to shareholders
                                       
From net investment income
    (0.14 )     (0.16 )     (0.13 )     (0.11 )     (0.13 )
From net realized gains
    (0.25 )                       (0.06 )
   
 
Total distributions
    (0.39 )     (0.16 )     (0.13 )     (0.11 )     (0.19 )
   
Net asset value, end of year
  $ 12.69     $ 11.14     $ 9.47     $ 8.74     $ 10.31  
   
Total return b
    17.69 %     19.41 %     10.03 %     (14.25 )%     (3.03 )%
Net assets, end of year (in 000s)
  $ 384,875     $ 194,541     $ 145,059     $ 108,613     $ 132,684  
Ratio of net expenses to average net assets
    0.70 %     0.70 %     0.71 %     0.71 %     0.70 %
Ratio of net investment income (loss) to average net assets
    1.39 %     1.36 %     1.52 %     1.15 %     1.04 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    0.74 %     0.75 %     0.82 %     0.80 %     0.77 %
Ratio of net investment income (loss) to average net assets
    1.35 %     1.31 %     1.41 %     1.06 %     0.97 %
Portfolio turnover rate
    132 %     154 %     102 %     112 %     70 %

See page 74 for all footnotes.

 
69


 

STRUCTURED U.S. EQUITY FUND

                                           
Structured U.S. Equity Fund— Institutional Shares

For the Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 26.32     $ 23.00     $ 20.57     $ 24.68     $ 37.30  
   
Income (loss) from investment operations
                                       
Net investment income (loss) a
    0.36 c     0.21       0.17       0.14       0.13  
Net realized and unrealized gain (loss)
    3.37       3.27       2.37       (4.25 )     (9.09 )
   
 
Total from investment operations
    3.73       3.48       2.54       (4.11 )     (8.96 )
   
Distributions to shareholders
                                       
From net investment income
    (0.33 )     (0.16 )     (0.11 )           (0.20 )
From net realized gains
                            (3.46 )
   
 
Total distributions
    (0.33 )     (0.16 )     (0.11 )           (3.66 )
   
Net asset value, end of year
  $ 29.72     $ 26.32     $ 23.00     $ 20.57     $ 24.68  
   
Total return b
    14.16 %     15.18 %     12.40 %     (16.65 )%     (25.66 )%
Net assets, end of year (in 000s)
  $ 269,545     $ 140,587     $ 131,457     $ 163,439     $ 255,400  
Ratio of net expenses to average net assets
    0.69 %     0.73 %     0.75 %     0.74 %     0.74 %
Ratio of net investment income (loss) to average net assets
    1.23 % c     0.83 %     0.84 %     0.59 %     0.45 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    0.79 %     0.85 %     0.86 %     0.84 %     0.83 %
Ratio of net investment income (loss) to average net assets
    1.13 % c     0.71 %     0.73 %     0.49 %     0.36 %
Portfolio turnover rate
    142 %     112 %     74 %     74 %     54 %

See page 74 for all footnotes.

 
70


 

APPENDIX B

STRUCTURED LARGE CAP GROWTH FUND

                                           
Structured Large Cap Growth Fund—Institutional Shares

For the Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 11.38     $ 10.52     $ 9.19     $ 11.63     $ 22.87  
   
Income (loss) from investment operations
                                       
Net investment income (loss) a
    0.08 d     0.03       0.03       0.01       (0.02 )
Net realized and unrealized gain (loss)
    1.43 e     0.83       1.30       (2.41 )     (10.06 )
   
 
Total from investment operations
    1.51       0.86       1.33       (2.40 )     (10.08 )
   
Distributions to shareholders
                                       
From net investment income
                            (0.09 )
From net realized gains
                      (0.04 )     (1.07 )
   
 
Total distributions
                      (0.04 )     (1.16 )
   
Net asset value, end of year
  $ 12.89     $ 11.38     $ 10.52     $ 9.19     $ 11.63  
   
Total return b
    13.27 % f     8.17 %     14.47 %     (20.74 )%     (45.73 )%
Net assets, end of year (in 000s)
  $ 263,906     $ 109,353     $ 114,524     $ 131,590     $ 201,935  
Ratio of net expenses to average net assets
    0.71 %     0.75 %     0.78 %     0.77 %     0.76 %
Ratio of net investment income (loss) to average net assets
    0.65 % d     0.31 %     0.33 %     0.08 %     (0.15 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    0.84 %     0.89 %     0.91 %     0.87 %     0.84 %
Ratio of net investment income (loss) to average net assets
    0.52 % d     0.17 %     0.20 %     (0.02 )%     (0.23 )%
Portfolio turnover rate
    146 %     149 %     119 %     113 %     68 %

See page 74 for all footnotes.

 
71


 

STRUCTURED SMALL CAP EQUITY FUND

                                           
Structured Small Cap Equity Fund— Institutional Shares

For the Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 12.52     $ 11.84     $ 9.51     $ 10.76     $ 13.03  
   
Income (loss) from investment operations
                                       
Net investment income (loss) a
    0.04       0.01       0.06       0.04       0.05  
Net realized and unrealized gain (loss)
    3.08       1.41       2.27       (0.85 )     (1.12 )
   
 
Total from investment operations
    3.12       1.42       2.33       (0.81 )     (1.07 )
   
Distributions to shareholders
                                       
From net investment income
          (0.05 )           (0.04 )      
From net realized gains
    (0.69 )     (0.69 )           (0.40 )     (1.20 )
   
 
Total distributions
    (0.69 )     (0.74 )           (0.44 )     (1.20 )
   
Net asset value, end of year
  $ 14.95     $ 12.52     $ 11.84     $ 9.51     $ 10.76  
   
Total return b
    25.57 %     12.31 %     24.50 %     (7.93 )%     (8.28 )%
Net assets, end of year (in 000s)
  $ 328,912     $ 145,003     $ 111,957     $ 57,683     $ 62,794  
Ratio of net expenses to average net assets
    0.93 %     0.93 %     0.94 %     0.94 %     0.93 %
Ratio of net investment income (loss) to average net assets
    0.25 %     0.10 %     0.65 %     0.39 %     0.48 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.01 %     1.03 %     1.12 %     1.18 %     1.19 %
Ratio of net investment income (loss) to average net assets
    0.17 %     %     0.47 %     0.15 %     0.22 %
Portfolio turnover rate
    149 %     153 %     149 %     136 %     85 %

See page 74 for all footnotes.

 
72


 

APPENDIX B

STRUCTURED INTERNATIONAL EQUITY FUND

                                           
Structured International Equity Fund— Institutional Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 9.68     $ 7.80     $ 7.49     $ 8.50     $ 11.48  
   
Income (loss) from investment operations
                                       
Net investment income a
    0.22       0.15       0.12       0.08       0.07  
Net realized and unrealized gain (loss)
    2.14       1.84       0.29       (1.07 )     (2.39 )
   
 
Total from investment operations
    2.36       1.99       0.41       (0.99 )     (2.32 )
   
Distributions to shareholders
                                       
From net investment income
    (0.11 )     (0.11 )     (0.10 )     (0.02 )     (0.11 )
From net realized gains
                            (0.55 )
   
 
Total distributions
    (0.11 )     (0.11 )     (0.10 )     (0.02 )     (0.66 )
   
Net asset value, end of year
  $ 11.93     $ 9.68     $ 7.80     $ 7.49     $ 8.50  
   
Total return b
    24.51 %     25.71 %     5.64 %     (11.68 )%     (21.02 )%
Net assets, end of year (in 000s)
  $ 697,144     $ 261,118     $ 158,021     $ 188,858     $ 291,596  
Ratio of net expenses to average net assets
    0.99 %     1.01 %     1.02 %     1.02 %     1.01 %
Ratio of net investment income to average net assets
    1.96 %     1.65 %     1.73 %     1.02 %     0.70 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.00 %     1.10 %     1.19 %     1.17 %     1.12 %
Ratio of net investment income to average net assets
    1.95 %     1.56 %     1.56 %     0.87 %     0.59 %
Portfolio turnover rate
    73 %     99 %     122 %     115 %     93 %

See page 74 for all footnotes.

 
73


 

Footnotes:

a
Calculated based on the average shares outstanding methodology.
b
Assumes investment at the net asset value at the beginning of the period, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the period and no sales or redemption charges. Total return would be reduced if a sales or redemption charge were taken into account. Total returns for periods less than one full year are not annualized. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
c
Reflects income recognized from a special dividend which amounted to $0.10 per share and 0.37% of average net assets.
d
Reflects income recognized from a special dividend which amounted to $0.03 per share and 0.30% of average net assets.
e
Reflects an increase of $0.01 due to payments by affiliates during the period to reimburse certain security claims.
f
Performance has not been restated to reflect the impact of security claims recorded during the period. If restated, the performance would have been 13.18% for Institutional Shares.
 
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  Index
         
    1 General Investment Management Approach
 
    4 Fund Investment Objectives and Strategies
    4   Goldman Sachs Structured Large Cap Value Fund
    6   Goldman Sachs Structured U.S. Equity Fund
    7   Goldman Sachs Structured Large Cap Growth Fund
    8   Goldman Sachs Structured Small Cap Equity Fund
    9   Goldman Sachs Structured International Equity Fund
 
    11 Other Investment Practices and Securities
 
    13 Principal Risks of the Funds
    17 Fund Performance
 
    23 Fund Fees and Expenses
 
    27 Service Providers
 
    34 Dividends
 
    35 Shareholder Guide
    35   How To Buy Shares
    40   How To Sell Shares
 
    49 Taxation
 
    52 Appendix A
     Additional Information on Portfolio Risks, Securities and
     Techniques
 
    69 Appendix B
     Financial Highlights


 

 
  Structured Equity Funds
Prospectus
(Institutional Shares)

   FOR MORE INFORMATION   

  Annual/Semi-annual Report
  Additional information about the Funds’ investments is available in the Funds’ annual and semi-annual reports to shareholders. In the Funds’ annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during the last fiscal year. A discussion regarding the basis for the Board of Trustees’ approval of the Management Agreement for the Funds is available in the Funds’ annual report dated August 31, 2005.
 
  Statement of Additional Information
  Additional information about the Funds and their policies is also available in the Funds’ Additional Statement. The Additional Statement is incorporated by reference into this Prospectus (is legally considered part of this Prospectus).
 
  The Funds’ annual and semi-annual reports, and the Additional Statement, are available free upon request by calling Goldman Sachs at 1-800-621-2550. You can also access and download the annual and semi-annual reports and the Additional Statement at the Funds’ website: http://www.gs.com/funds.
 
  To obtain other information and for shareholder inquiries:

     
     n  By telephone:
  1-800-621-2550
     n  By mail:
  Goldman Sachs Funds, 71 S. Wacker Dr., Suite 500
Chicago, IL 60606
     n  By e-mail:
  gs-funds@gs.com
     n  On the Internet:
  SEC EDGAR database – http://www.sec.gov
Goldman Sachs – http://www.gs.com/funds

  You may review and obtain copies of Fund documents (including the Additional Statement) by visiting the SEC’s public reference room in Washington, D.C. You may also obtain copies of Fund documents, after paying a duplicating fee, by writing to the SEC’s Public Reference Section, Washington, D.C. 20549-0102 or by electronic request to: publicinfo@sec.gov. Information on the operation of the public reference room may be obtained by calling the SEC at (202) 942-8090.

The Funds’ investment company registration number is 811-5349.

CORE SM is a service mark of Goldman, Sachs & Co.
GSAM ® is a registered service mark of Goldman, Sachs & Co.

STRUCTPROINS

(GOLDMAN SACHS LOGO)


 

Prospectus
  Service
  Shares
 
  December 29, 2005

 GOLDMAN SACHS STRUCTURED EQUITY FUNDS
     
(GRAPHIC)
  n  Goldman Sachs Structured Large Cap Value Fund

n
 Goldman Sachs Structured U.S. Equity Fund

n
 Goldman Sachs Structured Large Cap Growth Fund

n
 Goldman Sachs Structured Small Cap Equity Fund

n
 Goldman Sachs Structured International Equity Fund

 
  THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
 
  AN INVESTMENT IN A FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN A FUND INVOLVES INVESTMENT RISKS, AND YOU MAY LOSE MONEY IN A FUND.
 
(GOLDMAN SACHS LOGO)


 

         

NOT FDIC-INSURED   May Lose Value   No Bank Guarantee


 

 
  General Investment
Management Approach
 
  Goldman Sachs Asset Management, L.P. (“GSAM ® ”) serves as investment adviser to the Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Equity, and Structured International Equity Funds. GSAM is referred to in this Prospectus as the “Investment Adviser.”

   QUANTITATIVE STYLE FUNDS   

  GSAM’s Quantitative Investment Philosophy:
  GSAM’s quantitative style of funds management emphasizes the three building blocks of active management: stock selection , portfolio construction and efficient implementation.

   GOLDMAN SACHS STRUCTURED FUNDS   

  Step 1: Stock Selection
  We attempt to forecast expected returns on approximately 8,500 stocks on a daily basis using proprietary CORE SM (“Computer-Optimized, Research-Enhanced”) models developed by the Quantitative Equity (“QE”) team. These quantitative models are based on six investment themes—Valuation, Momentum, Analyst Sentiment, Profitability, Earnings Quality, and Management Impact. The Valuation theme attempts to capture potential mispricings of securities, by comparing a measure of the company’s intrinsic value to its market value. The Momentum theme attempts to measure the company’s past market performance and expected future financial performance. The Analyst Sentiment theme looks at how Wall Street analysts’ views about a company’s earnings and prospects are changing over time. The Profitability theme assesses whether the company has good profit margins and operating efficiency, while the Earnings Quality theme evaluates what percentage of the company’s earnings are coming from more persistent, cash-based sources, as opposed to accruals. Finally, the Management Impact theme assesses the company management’s financing/investing strategy and behavior.
 
  Step 2: Portfolio Construction
  A proprietary risk model, which attempts to identify and measure the comparative risks between equity investments as accurately as possible, includes all the above factors used in the return model, as well as several other factors associated with risk but not return. In this process, the Investment Adviser seeks to manage risk by overweighting stocks with positive characteristics identified in the risk model and underweighting stocks with negative characteristics relative to their benchmark

 
1


 

  weights, while maintaining other characteristics such as size and sector weights close to the benchmark. A computer optimizer evaluates many different security combinations (considering many possible weightings) in an effort to construct the most efficient risk/return portfolio given each Structured Fund’s benchmark.
 
  Step 3: Efficient Implementation
  The portfolio management team considers transaction costs at each step of the investment process. The team incorporates expected portfolio turnover when assigning weights to the variables of the multifactor model. The team also factors expected execution costs into portfolio construction and evaluates multiple trading options. The team then selects the trading strategy it believes will minimize the total transaction costs to the Fund.
 
 
  Goldman Sachs Structured Funds are fully invested, broadly diversified and offer consistent overall portfolio characteristics. They may serve as good foundations on which to build a portfolio.


  References in this Prospectus to a Fund’s benchmark are for informational purposes only, and unless otherwise noted are not an indication of how a particular Fund is managed.

   GOLDMAN SACHS STRUCTURED INTERNATIONAL EQUITY FUND   

  The Goldman Sachs Structured International Equity Fund is a joined effort by the QE and Quantitative Strategies (“QS”) teams that is designed to invest in international markets and seeks to add value from diversified sources of return—tactical country/currency allocations and individual stock positions.
 
  In addition to Steps 1 through 3 above, the Structured International Equity Fund employs top-down global country selection. The QS team attempts to forecast returns to 21 stock markets and 9 currencies on a daily basis. Country/ currency return forecasts are determined using models developed by the QS team and are based on five investment themes: Valuation, Momentum, Risk Premium, Fund Flows and Macro. The Valuation theme favors equity and currency markets which appear cheap relative to accounting measures of value and purchasing power. The Momentum theme favors countries and currencies that have had strong recent outperformance of the benchmark. The Risk Premium theme evaluates whether a country is overcompensating investors for political and financial risk, while the Fund Flows theme evaluates the strength of capital market inflows. Finally, the Macro theme assesses a market’s interest rate environment and growth prospects.

 
2


 

GENERAL INVESTMENT MANAGEMENT APPROACH

  By combining two uncorrelated sources of expected excess returns (international stock selection and country/ currency allocation), we seek to create a portfolio that looks similar to the Fund’s benchmark, but is believed by the Investment Adviser to be positioned to outperform through tactical country and currency allocations and underlying stock selection. Sector weights are very similar to those in the benchmark, but we take international country and currency over- and under-weights and other small, diversified stock positions to seek to achieve positive excess returns relative to the benchmark.
 
3


 

 
  Fund Investment Objectives
and Strategies
 
  Goldman Sachs
Structured Large Cap Value Fund
     
FUND FACTS

Objective:
  Long-term growth of capital and dividend income
Benchmark:
  Russell 1000 ® Value Index
Investment Focus:
  Diversified portfolio of equity investments in large-cap U.S. issuers selling at low to modest valuations
Investment Style:
  Quantitative, applied to large-cap value stocks
Symbols:
  GCLSX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital and dividend income. The Fund seeks this objective through a broadly diversified portfolio of equity investments in large-cap U.S. issuers that are selling at low to modest valuations relative to general market measures, such as earnings, book value and other fundamental accounting measures, and that are expected to have favorable prospects for capital appreciation and/or dividend-paying ability.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in large-cap U.S. issuers, including foreign issuers that are traded in the United States.* However, it is currently anticipated that, under normal circumstances, the Fund will invest at least 95% of its Net Assets in such equity investments. These issuers will have public stock market capitalizations (based upon shares available for trading on
*   To the extent required by Securities and Exchange Commission (“SEC”) regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.

 
4


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

an unrestricted basis) similar to that of the range of the market capitalizations of companies constituting the Russell 1000 ® Value Index at the time of investment. If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The Fund is not required to limit its investments to securities in the Russell 1000 ® Value Index. The capitalization range of the Russell 1000 ® Value Index is currently between $613 million and $377 billion.

  The Fund’s investments are selected using both a variety of quantitative techniques and fundamental research in seeking to maximize the Fund’s expected return, while maintaining risk, style, capitalization and industry characteristics similar to the Russell 1000 ® Value Index. The Fund seeks a portfolio consisting of companies with above average capitalizations and low to moderate valuations as measured by price/earnings ratios, book value and other fundamental accounting measures.
 
  Other.  The Fund’s investments in fixed-income securities are limited to securities that are considered cash equivalents.

 
5


 

 
  Goldman Sachs
Structured U.S. Equity Fund
     
FUND FACTS

Objective:
  Long-term growth of capital and dividend income
Benchmark:
  S&P 500 ® Index
Investment Focus:
  Large-cap U.S. equity investments
Investment Style:
  Quantitative, applied to large-cap growth and value (blend) stocks
Symbols:
  GSESX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital and dividend income. The Fund seeks this objective through a broadly diversified portfolio of large-cap and blue chip equity investments representing all major sectors of the U.S. economy.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 90% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in a diversified portfolio of equity investments in U.S. issuers, including foreign companies that are traded in the United States.* However, it is currently anticipated that, under normal circumstances, the Fund will invest at least 95% of its Net Assets in such equity investments.
 
  The Fund’s investments are selected using both a variety of quantitative techniques and fundamental research in seeking to maximize the Fund’s expected return, while maintaining risk, style, capitalization and industry characteristics similar to the S&P 500 ® Index. The Fund seeks a broad representation in most major sectors of the U.S. economy and a portfolio consisting of companies with average long-term earnings growth expectations and dividend yields. The Fund is not required to limit its investments to securities in the S&P 500 ® Index.
 
  Other.  The Fund’s investments in fixed-income securities are limited to securities that are considered cash equivalents.

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its Total Assets in the particular type of investment suggested by its name.
 
6


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Structured Large Cap Growth Fund
     
FUND FACTS

Objective:
  Long-term growth of capital; dividend income is a secondary consideration
Benchmark:
  Russell 1000 ® Growth Index
Investment Focus:
  Large-cap, growth-oriented U.S. equity investments
Investment Style:
  Quantitative, applied to large-cap growth stocks
Symbols:
  GSCLX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital. The Fund seeks this objective through a broadly diversified portfolio of equity investments in large-cap U.S. issuers that are expected to have better prospects for earnings growth than the growth rate of the general domestic economy. Dividend income is a secondary consideration.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) in a broadly diversified portfolio of equity investments in large-cap U.S. issuers, including foreign issuers that are traded in the United States.* However, it is currently anticipated that, under normal circumstances, the Fund will invest at least 95% of its Net Assets in such equity investments. These issuers will have public stock market capitalizations (based upon shares available for trading on an unrestricted basis) similar to that of the Russell 1000 ® Growth Index at the time of investment. If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The Fund is not required to limit its investments to securities in the Russell 1000 ® Growth Index. The capitalization range of the Russell 1000 ® Growth Index is currently between $914 million and $377 billion.
 
  The Investment Adviser emphasizes a company’s growth prospects in analyzing equity investments to be purchased by the Fund. The Fund’s investments are selected using both a variety of quantitative techniques and fundamental research in seeking to maximize the Fund’s expected return, while maintaining risk, style, capitalization and industry characteristics similar to the Russell 1000 ® Growth
*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.

 
7


 

 
  Goldman Sachs
Structured Large Cap Growth Fund
continued

Index. The Fund seeks a portfolio consisting of companies with above average capitalizations and earnings growth expectations and below average dividend yields.

  Other.  The Fund’s investments in fixed-income securities are limited to securities that are considered cash equivalents.

 
8


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Structured Small Cap Equity Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  Russell 2000 ® Index
Investment Focus:
  Equity investments in small-cap U.S. companies
Investment Style:
  Quantitative, applied to small-cap growth and value (blend) stocks
Symbols:
  GCSSX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital. The Fund seeks this objective through a broadly diversified portfolio of equity investments in U.S. issuers.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) in a broadly diversified portfolio of equity investments in small-cap U.S. issuers, including foreign issuers that are traded in the United States.* However, it is currently anticipated that, under normal circumstances, the Fund will invest at least 95% of its Net Assets in such equity investments. These issuers will have public stock market capitalizations (based upon shares available for trading on an unrestricted basis) similar to that of the range of the market capitalizations of companies constituting the Russell 2000 ® Index at the time of investment. The Fund is not required to limit its investments to securities in the Russell 2000 ® Index. In addition, if the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The capitalization range of the Russell 2000 ® Index is currently between $31 million and $4 billion.
 
  The Fund’s investments are selected using both a variety of quantitative techniques and fundamental research in seeking to maximize the Fund’s expected return, while maintaining risk, style, capitalization and industry characteristics similar to the Russell 2000 ® Index. The Fund seeks a portfolio consisting of companies with small market capitalizations, strong expected earnings growth and momentum, and better valuation and risk characteristics than the Russell 2000 ® Index.
 
  Other.  The Fund’s investments in fixed-income securities are limited to securities that are considered cash equivalents.

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
9


 

 
  Goldman Sachs
Structured International Equity Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  MSCI ® Europe, Australasia, Far East (“EAFE ® ”) Index (unhedged)
Investment Focus:
  Large-cap equity investments in companies that are organized outside the United States or whose securities are primarily traded outside the United States
Investment Style:
  Quantitative
Symbols:
  GCISX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital. The Fund seeks this objective through a broadly diversified portfolio of equity investments in large-cap companies that are organized outside the United States or whose securities are principally traded outside the United States.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) in a broadly 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 may allocate its assets among countries as determined by the Investment Adviser from time to time, provided the Fund’s assets are invested in at least three foreign countries. The Fund may invest in the securities of issuers in countries with emerging markets or economies (“emerging countries”).
 
  The Fund seeks broad representation of large-cap issuers across major countries and sectors of the international economy. The Fund’s investments are selected using both a variety of quantitative techniques and fundamental research in seeking to maximize the Fund’s expected return, while maintaining risk, style, capitaliza-

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its net assets plus any borrowings for investment purposes (measured at the time of purchase) in the particular type of investment suggested by its name.
 
10


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Structured International Equity Fund
continued

tion and industry characteristics similar to the EAFE ® Index. In addition, the Fund seeks a portfolio composed of companies with attractive valuations and stronger momentum characteristics than the EAFE ® Index.

  Other.  The Fund’s investments in fixed-income securities are limited to securities that are considered to be cash equivalents.
 
11


 

 
Other Investment Practices
and Securities

The table below identifies some of the investment techniques that may (but are not required to) be used by the Funds in seeking to achieve their investment objectives. The table also highlights the differences among the Funds in their use of these techniques and other investment practices and investment securities. Numbers in this table show allowable usage only; for actual usage, consult the Funds’ annual/ semi-annual reports. For more information about these and other investment practices and securities, see Appendix A. Each Fund publishes on its website (http://www.gs.com/funds) complete portfolio holdings for the Fund as of the end of each calendar quarter subject to a fifteen calendar-day lag between the date of the information and the date on which the information is disclosed. In addition, the Funds publish on their website month-end top ten holdings subject to a ten calendar-day lag between the date of the information and the date on which the information is disclosed. This information will be available on the website until the date on which a Fund files its next quarterly portfolio holdings report on Form N-CSR or Form N-Q with the SEC. In addition, a description of the Funds’ policies and procedures with respect to the disclosure of a Fund’s portfolio securities is available in the Funds’ Statement of Additional Information (“Additional Statement”).

                     
10  Percent of total assets (including securities lending collateral) (italic type)
10 Percent of net assets (excluding borrowings for investment purposes) (roman type)
•     No specific percentage limitation on usage; limited Structured Structured Structured Structured Structured
only by the objectives and strategies of the Fund Large Cap U.S. Large Cap Small Cap International
—   Not permitted Value Equity Growth Equity Equity
Fund Fund Fund Fund Fund

Investment Practices                
Borrowings
  33 1/3   33 1/3   33 1/3   33 1/3   33 1/3
Cross Hedging of Currencies
         
Currency Swaps
          15
Custodial Receipts and Trust Certificates
         
Equity Swaps*
  15   15   15   15   15
Foreign Currency Transactions**
         
Futures Contracts and Options on Futures Contracts
   • 1    • 2    • 1    • 1  
Interest Rate Caps, Floors and Collars
           
Investment Company Securities (including iShares SM and Standard & Poor’s Depositary Receipts )
  10   10   10   10   10
Options on Foreign Currencies 3
         
Options on Securities and Securities Indices 4
         
Repurchase Agreements
         
Securities Lending
  33 1/3   33 1/3   33 1/3   33 1/3   33 1/3
Unseasoned Companies
         
Warrants and Stock Purchase Rights
         
When-Issued Securities and Forward Commitments
         

 
  *
Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
**
Limited by the amount the Fund invests in foreign securities.
   1
The Structured Large Cap Value, Structured Large Cap Growth and Structured Small Cap Equity Funds may enter into futures transactions only with respect to a representative index.
   2
The Structured U.S. Equity Fund may enter into futures transactions only with respect to the S&P 500 ®   Index.
   3
The Funds may purchase and sell call and put options.
   4
The Funds may sell covered call and put options and purchase call and put options.
 
12


 

OTHER INVESTMENT PRACTICES AND SECURITIES

                     
10  Percent of Total Assets (excluding securities lending collateral) (italic type)
10 Percent of Net Assets (including borrowings for investment purposes) (roman type)
•        No specific percentage limitation on usage; Structured Structured Structured Structured Structured
limited only by the objectives and strategies of the Fund Large Cap U.S. Large Cap Small Cap International
Value Equity Growth Equity Equity
Fund Fund Fund Fund Fund

Investment Securities                
American, European and Global Depositary Receipts 5
         
Bank Obligations 6
         
Convertible Securities 7
         
Corporate Debt Obligations 6
         
Equity Investments
  80+   90+   80+   80+   80+
 
Emerging Country Securities
          25
Fixed-Income Securities 6,8
  20   10   20   20   20
Foreign Government Securities 6
         
Foreign Securities 9
         
Real Estate Investment Trusts
         
Structured Securities *
         
Temporary Investments
  35   35   35   35   35
U.S. Government Securities 6
         

 
   *
Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
    5
The Funds, other than the Structured International Equity Fund, may not invest in European Depositary Receipts.
    6
Limited by the amount the Fund invests in fixed-income securities and limited to cash equivalents only. The Funds may invest in bank obligations issued by U.S. or foreign banks.
    7
The Funds have no minimum rating criteria for convertible debt securities.
    8
Except as noted under “Convertible Securities,” fixed-income securities must be investment grade (i.e., BBB or higher by Standard & Poor’s Rating Group (“Standard & Poor’s”), Baa or higher by Moody’s Investors Service, Inc. (“Moody’s”) or have a comparable rating by another nationally recognized statistical rating organization (“NRSRO”)).
    9
Except for the Structured International Equity Fund, equity securities of foreign issuers must be traded in the United States.
 
13


 

 
Principal Risks of the Funds

Loss of money is a risk of investing in each Fund. An investment in a Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The following summarizes important risks that apply to the Funds and may result in a loss of your investment. None of the Funds should be relied upon as a complete investment program. There can be no assurance that a Fund will achieve its investment objective.

                     
Structured Structured Structured Structured Structured
Large Cap U.S. Large Cap Small Cap International
•   Applicable Value Equity Growth Equity Equity
— Not applicable Fund Fund Fund Fund Fund

Credit/ Default
         
 
Foreign
         
 
Stock
         
 
Derivatives
         
 
Interest Rate
         
 
Management
         
 
Market
         
 
Liquidity
         
 
Investment Style
         
 
Mid Cap and Small Cap
         
 
Emerging Countries
         
 
Geographic
         
 

 
14


 

PRINCIPAL RISKS OF THE FUNDS

All Funds:
n   Credit/ Default Risk —The risk that an issuer or guarantor of fixed-income securities held by a Fund may default on its obligation to pay interest and repay principal.
n   Foreign Risk —The risk that when a Fund invests in foreign securities, it will be subject to risk of loss not typically associated with domestic issuers. Loss may result because of less foreign government regulation, less public information and less economic, political and social stability. Loss may also result from the imposition of exchange controls, confiscations and other government restrictions. A Fund will also be subject to the risk of negative foreign currency rate fluctuations. Foreign risks will normally be greatest when a Fund invests in issuers located in emerging countries.
n   Stock Risk —The risk that stock prices have historically risen and fallen in periodic cycles. Recently, U.S. and foreign stock markets have experienced substantial price volatility.
n   Derivatives Risk —The risk that loss may result from a Fund’s investments in options, futures, swaps, structured securities and other derivative instruments. These instruments may be leveraged so that small changes may produce disproportionate losses to a Fund.
n   Interest Rate Risk —The risk that when interest rates increase, securities held by a Fund will decline in value. Long-term fixed-income securities will normally have more price volatility because of this risk than short-term fixed-income securities.
n   Management Risk —The risk that a strategy used by the Investment Adviser may fail to produce the intended results.
n   Market Risk —The risk that the value of the securities in which a Fund invests may go up or down in response to the prospects of individual companies, particular industry sectors or governments and/or general economic conditions. Price changes may be temporary or last for extended periods. A Fund’s investments may be overweighted from time to time in one or more industry sectors, which will increase the Fund’s exposure to risk of loss from adverse developments affecting those sectors.
n   Liquidity Risk —The risk that a Fund will not be able to pay redemption proceeds within the time period stated in this Prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. Funds that invest in small and mid-capitalization stocks and REITs will be especially subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities within particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions whether or not accurate. The Goldman Sachs Asset Allocation Portfolios (the “Asset Allocation Portfolios”) expect to invest a significant percentage of their assets in the Funds and other funds for which GSAM or an affiliate now or in the future acts as investment adviser or

 
15


 

underwriter. Redemptions by an Asset Allocation Portfolio of its position in a Fund may further increase liquidity risk and may impact a Fund’s net asset value (“NAV”).

n   Investment Style Risk —Different investment styles tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment. A Fund may outperform or underperform other funds that employ a different investment style. Examples of different investment styles include growth and value investing. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company’s growth of earnings potential. Growth companies are often expected by investors to increase their earnings at a certain rate. When these expectations are not met, investors can punish the stocks inordinately even if earnings showed an absolute increase. Also, since growth companies usually invest a high portion of earnings in their business, growth stocks may lack the dividends of some value stocks that can cushion stock prices in a falling market. Growth oriented funds will typically underperform when value investing is in favor. Value stocks are those that are undervalued in comparison to their peers due to adverse business developments or other factors.

Specific Funds:
n   Mid Cap and Small Cap Risk —The securities of small capitalization and 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. Securities of such issuers may lack sufficient market liquidity to enable a Fund to effect sales at an advantageous time or without a substantial drop in price. Both mid-cap and small-cap companies often have narrower markets and more limited managerial and financial resources than larger, more established companies. As a result, their performance can be more volatile and they face greater risk of business failure, which could increase the volatility of a Fund’s portfolio. Generally, the smaller the company size, the greater these risks.
n   Emerging Countries Risk —The securities markets of Asian, Latin, Central and South American, Eastern European, Middle Eastern, African and other emerging countries are less liquid, are especially subject to greater price volatility, have smaller market capitalizations, have less government regulation and are not subject to as extensive and frequent accounting, financial and other reporting requirements as the securities markets of more developed countries. Further, investment in equity securities of issuers located in certain emerging countries involves risk of loss resulting from problems in share registration and custody and substantial economic and political disruptions. These risks are not normally associated with investment in more developed countries.
n   Geographic Risk —Concentration of the investments of the Structured International Equity Fund in issuers located in a particular country or region will subject the

 
16


 

PRINCIPAL RISKS OF THE FUNDS

Fund, to a greater extent than if investments were less concentrated, to the risks of adverse securities markets, exchange rates and social, political, regulatory or economic events which may occur in that country or region.

Concentration of the investments of the Structured International Equity Fund in issuers located in a particular country or region will subject the Fund, to a greater extent than if investments were less concentrated, to the risks of adverse securities markets, exchange rates and social, political, regulatory or economic events which may occur in that country or region.

More information about the Funds’ portfolio securities and investment techniques, and their associated risks, is provided in Appendix A. You should consider the investment risks discussed in this section and in Appendix A. Both are important to your investment choice.

 
17


 

 
  Fund Performance

   HOW THE FUNDS HAVE PERFORMED   

  The bar chart and table provide an indication of the risks of investing in a Fund by showing: (a) changes in the performance of a Fund’s Service Shares from year to year; and (b) how the average annual total returns of a Fund’s Service Shares compare to those of broad-based securities market indices. The bar chart (including “Best Quarter” and “Worst Quarter” information) and table assume reinvestment of dividends and distributions. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.

   INFORMATION ON AFTER-TAX RETURNS   

  These definitions apply to the after-tax returns.
 
  Average Annual Total Returns Before Taxes.  These returns do not reflect taxes on distributions on a Fund’s Service Shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by you.
 
  Average Annual Total Returns After Taxes on Distributions.  These returns assume that taxes are paid on distributions on a Fund’s Service Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Service Shares at the end of the performance period.
 
  Average Annual Total Returns After Taxes on Distributions and Sale of Shares.  These returns reflect taxes paid on distributions on a Fund’s Service Shares and taxes applicable when the shares are redeemed (sold).
 
  Note on Tax Rates.  The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.

 
18


 

FUND PERFORMANCE

Structured Large Cap Value Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Service Shares for the
9-month period ended
September 30, 2005
was +5.59%.

Best Quarter*
Q2 ’03           +14.68%

Worst Quarter*
Q3 ’02           -17.09%
  LOGO

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Service Shares (Inception 12/31/98)
                       
Returns Before Taxes
    19.58%       4.34%       5.05%  
Returns After Taxes on Distributions**
    19.06%       4.02%       4.66%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    13.38%       3.59%       4.17%  
Russell 1000 ® Value Index***
    16.49%       5.26%       5.61%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The Russell 1000 ® Value Index (inception date 1/1/99) is an unmanaged market capitalization weighted index of the 1,000 largest U.S. companies with lower price-to-book ratios and lower forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
19


 

Structured U.S. Equity Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Service Shares for the
9-month period ended
September 30, 2005
was +3.10%.

Best Quarter*
Q4 ’98           +21.46%

Worst Quarter*
Q3 ’02           -15.63%
  LOGO

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Service Shares (Inception 6/7/96)
                       
Returns Before Taxes
    14.21%       -1.48%       8.39%  
Returns After Taxes on Distributions**
    14.09%       -2.04%       7.16%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    9.39%       -1.46%       6.80%  
S&P 500 ® Index***
    10.88%       -2.30%       8.78%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
 **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
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.
 
20


 

FUND PERFORMANCE

Structured Large Cap Growth Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Service Shares for the
9-month period ended
September 30, 2005
was +2.11%.

Best Quarter*
Q4 ’98           +25.52%

Worst Quarter*
Q1 ’01           -22.07%
  LOGO

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Service Shares (Inception 5/1/97)
                       
Returns Before Taxes
    9.86%       -8.66%       4.15%  
Returns After Taxes on Distributions**
    9.86%       -9.00%       3.71%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    6.41%       -7.26%       3.38%  
Russell 1000 ® Growth Index***
    6.30%       -9.28%       4.29%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The Russell 1000 ® Growth Index, an unmanaged index, is a market capitalization weighted index of the 1000 largest U.S. companies with higher price-to-book ratios and higher forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
21


 

Structured Small Cap Equity Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Service Shares for the
9-month period ended
September 30, 2005
was +7.42%.

Best Quarter*
Q2 ’03           +21.05%

Worst Quarter*
Q3 ’98           -24.34%
  LOGO

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Service Shares (Inception 8/15/97)
                       
Returns Before Taxes
    15.31%       8.17%       7.89%  
Returns After Taxes on Distributions**
    14.44%       6.89%       7.00%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    11.06%       6.45%       6.46%  
Russell 2000 ® Index***
    18.33%       6.60%       7.75%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The Russell 2000 ® Index is an unmanaged index of common stock prices that measures the performance of the 2000 smallest companies in the Russell 3000 ® Index. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
22


 

FUND PERFORMANCE

Structured International Equity Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Service Shares for the
9-month period ended
September 30, 2005
was +10.17%.

Best Quarter*
Q4 ’98  +18.97%

Worst Quarter*
Q3 ’02           -19.63%
  (RETURN CHART)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Service Shares (Inception 8/15/97)
                       
Returns Before Taxes
    20.30%       -0.74%       2.94%  
Returns After Taxes on Distributions**
    20.26%       -1.01%       2.62%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    13.47%       -0.68%       2.42%  
MSCI ® EAFE ® (unhedged)***
    20.70%       -0.80%       4.33%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The unmanaged MSCI ® EAFE ® Index (unhedged) is a market capitalization-weighted composite of securities in 21 developed markets. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
23


 

 
Fund Fees and Expenses (Service Shares)

This table describes the fees and expenses that you would pay if you buy and hold Service Shares of a Fund.

                                           
Structured Structured Structured Structured Structured
Large Cap U.S. Large Cap Small Cap International
Value Equity Growth Equity Equity
Fund Fund Fund Fund Fund

Shareholder Fees
(fees paid directly from your investment):
                                       
Maximum Sales Charge (Load) Imposed on Purchases
    None       None       None       None       None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None       None       None  
Redemption Fees
    None       None       None       None       2.0% 1
Exchange Fees
    None       None       None       None       None  
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                       
Management Fees 2
    0.60%       0.65% 3       0.65% 3       0.85%       0.85%  
Other Expenses*
    0.64%       0.57%       0.66%       0.66%       0.65%  
 
  Service Fees 4
    0.25 %     0.25 %     0.25 %     0.25 %     0.25 %
 
  Shareholder Administration Fees
    0.25 %     0.25 %     0.25 %     0.25 %     0.25 %
 
  All Other Expenses 5 *
    0.14 %     0.07 %     0.16 %     0.16 %     0.15 %

Total Fund Operating Expenses 2 *
    1.24%       1.22% 3       1.31% 3       1.51%       1.50%  

See page 25-26 for all other footnotes.

  The “Management Fees”, “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Funds are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                                           
Structured Structured Structured Structured Structured
Large Cap U.S. Large Cap Small Cap International
Value Equity Growth Equity Equity
Fund Fund Fund Fund Fund

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
                                       
Management Fees 2
    0.51%       0.51%       0.51%       0.81%       0.81%  
Other Expenses
    0.54%       0.54%       0.54%       0.54%       0.54%  
 
  Service Fees 4
    0.25 %     0.25 %     0.25 %     0.25 %     0.25 %
 
  Shareholder Administration Fees
    0.25 %     0.25 %     0.25 %     0.25 %     0.25 %
 
  All Other Expenses 5
    0.04 %     0.04 %     0.04 %     0.04 %     0.04 %

Total Fund Operating Expenses (after current waivers and expense limitations)
    1.05%       1.05%       1.05%       1.35%       1.35%  

 
24


 

FUND FEES AND EXPENSES

1
A 2% redemption fee will be imposed on the redemption of shares (including by exchange) held for 30 calendar days or less.
2
The Investment Adviser has entered into the following fee reduction commitment for the Funds which was implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of the date of this Prospectus:

                     
Management Fee Average Daily
Fund Annual Rate Net Assets

Structured Large Cap Value
    0.60%     First $ 1  Billion      
      0.54%     Next $ 1  Billion      
      0.51%     Over $ 2  Billion      
 
Structured U.S. Equity
    0.65%     First $ 1  Billion      
      0.59%     Next $ 1  Billion      
      0.56%     Over $ 2  Billion      
 
Structured Large Cap Growth
    0.65%     First $ 1  Billion      
      0.59%     Next $ 1  Billion      
      0.56%     Over $ 2  Billion      
 
Structured Small Cap Equity
    0.85%     First $ 2  Billion      
      0.77%     Over $ 2  Billion      
 
Structured International Equity
    0.85%     First $ 1  Billion      
      0.77%     Next $ 1  Billion      
      0.73%     Over $ 2  Billion      

Prior to this fee reduction commitment, the management fees for the Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Equity, and Structured International Equity Funds as an annual percentage rate of average daily net assets were, 0.60%, 0.65%, 0.65%, 0.85%, and 0.85%, respectively. Additionally, as of the date of this Prospectus, the Investment Adviser was voluntarily waiving a portion of its management fee equal to 0.09%, 0.14%, 0.14%, 0.04% and 0.04% based on the average daily net assets of the Structured Large Cap Value Fund, Structured U.S. Equity Fund, Structured Large Cap Growth Fund, Structured Small Cap Equity Fund and Structured International Equity Fund, respectively.
3
The Structured U.S. Equity and Structured Large Cap Growth Funds’ “Management Fees” and “Total Fund Operating Expense” have been restated to reflect new contractual management fee rates implemented in January 2005.
4
Service Organizations may charge other fees to their customers who are beneficial owners of Service Shares in connection with their customers’ accounts. Such fees may affect the return customers realize with respect to their investments.
5
“All Other Expenses” include transfer agency fees and expenses equal on an annualized basis to 0.04% of the average daily net assets of each Fund’s Service Shares, plus all other ordinary expenses not detailed above. For the fiscal year ended August 31, 2005, the Investment Adviser voluntarily agreed to reduce or limit “All Other Expenses” (excluding management fees, transfer agency fees and expenses, service fees, shareholder administration fees, taxes, interest, brokerage fees and litigation,
 
25


 

 
Fund Fees and Expenses  continued

 
indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the following percentages of each Fund’s average daily net assets:
                 
Other
Fund Expenses

Structured Large Cap Value
    0.064%          
Structured U.S. Equity
    0.004%          
Structured Large Cap Growth
    0.024%          
Structured Small Cap Equity
    0.044%          
Structured International Equity
    0.074%          

As of the date of this Prospectus, the Investment Adviser was voluntarily reducing or limiting “All Other Expenses” of each Fund (with the exclusions mentioned above) to 0.004% of each Fund’s average daily net assets.
 
26


 

FUND FEES AND EXPENSES

Example

The following Example is intended to help you compare the cost of investing in a Fund (without the waivers and expense limitations) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Service Shares of a Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that a Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

                                 
Fund 1 Year 3 Years 5 Years 10 Years

Structured Large Cap Value
  $ 126     $ 393     $ 681     $ 1,500  

Structured U.S. Equity
  $ 124     $ 387     $ 670     $ 1,477  

Structured Large Cap Growth
  $ 133     $ 415     $ 718     $ 1,579  

Structured Small Cap Equity
  $ 154     $ 477     $ 824     $ 1,802  

Structured International Equity
  $ 153     $ 474     $ 818     $ 1,791  

Service Organizations that invest in Service Shares on behalf of their customers may charge other fees directly to their customer accounts in connection with their investments. You should contact your Service Organization for information regarding such charges. Such fees, if any, may affect the return such customers realize with respect to their investments.

Certain Service Organizations that invest in Service Shares on behalf of their customers may receive other compensation in connection with the sale and distribution of Service Shares or for services to their customers’ accounts and/or the Funds. For additional information regarding such compensation, see “Shareholder Guide” in the Prospectus and “Payments to Intermediaries” in the Additional Statement.

 
27


 

 
  Service Providers

   INVESTMENT ADVISER   

     
Investment Adviser Fund

Goldman Sachs Asset Management, L.P. (“GSAM”)
32 Old Slip
New York, New York 10005
  Structured Large Cap Value
Structured U.S. Equity
Structured Large Cap Growth
Structured Small Cap Equity
Structured International Equity

  GSAM has been registered as an investment adviser with the SEC since 1990 and is an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”). As of September 30, 2005, GSAM had assets under management of $471.8 billion.
 
  The Investment Adviser provides day-to-day advice regarding the Funds’ portfolio transactions. The Investment Adviser makes the investment decisions for the Funds and places purchase and sale orders for the Funds’ portfolio transactions in U.S. and foreign markets. As permitted by applicable law, these orders may be directed to any brokers, including Goldman Sachs and its affiliates. While the Investment Adviser is ultimately responsible for the management of the Funds, it is able to draw upon the research and expertise of its asset management affiliates for portfolio decisions and management with respect to certain portfolio securities. In addition, the Investment Adviser has access to the research and certain proprietary technical models developed by Goldman Sachs, and will apply quantitative and qualitative analysis in determining the appropriate allocations among categories of issuers and types of securities.
 
  The Investment Adviser also performs the following additional services for the Funds:
  n   Supervises all non-advisory operations of the Funds
  n   Provides personnel to perform necessary executive, administrative and clerical services to the Funds
  n   Arranges for the preparation of all required tax returns, reports to shareholders, prospectuses and statements of additional information and other reports filed with the SEC and other regulatory authorities
  n   Maintains the records of each Fund
  n   Provides office space and all necessary office equipment and services

 
28


 

SERVICE PROVIDERS

   MANAGEMENT FEES   

  As compensation for its services and its assumption of certain expenses, the Investment Adviser is entitled to the following fees, computed daily and payable monthly, at the annual rates listed below (as a percentage of each respective Fund’s average daily net assets):

                         
Actual Rate
For the Fiscal
Management Fee Average Daily Year Ended
Fund Annual Rate Net Assets August 31, 2005

Structured Large Cap Value*
    0.60 %     First $1  Billion       0.60 %
      0.54 %     Next $1  Billion          
      0.51 %     Over $2  Billion          

Structured U.S. Equity*
    0.65 %     First $1  Billion       0.65 %
      0.59 %     Next $1  Billion          
      0.56 %     Over $2  Billion          

Structured Large Cap Growth*
    0.65 %     First $1  Billion       0.65 %
      0.59 %     Next $1  Billion          
      0.56 %     Over $2  Billion          

Structured Small Cap Equity*
    0.85 %     First $2  Billion       0.85 %
      0.77 %     Over $2  Billion          

Structured International Equity*
    0.85 %     First $1  Billion       0.85 %
      0.77 %     Next $1  Billion          
      0.73 %     Over $2  Billion          

 
   *
The Investment Advisor has entered into the above fee reduction commitment for the Funds which was implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of the date of this Prospectus. Prior to this fee reduction commitment, the management fees for the Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Equity and Structured International Equity Funds as an annual percentage rate of average daily net assets were 0.60%, 0.65%, 0.65%, 0.85% and 0.85%, respectively.
 
 
    
Additionally, as of the date of this Prospectus, the Investment Adviser was voluntarily waiving a portion of its management fee equal to 0.09%, 0.14%, 0.14%, 0.04% and 0.04% based on the average daily net assets of the Structured Large Cap Value Fund, Structured U.S. Equity Fund, Structured Large Cap Growth Fund, Structured Small Cap Equity Fund and Structured International Equity Funds, respectively. The Investment Adviser may discontinue or modify these voluntary waivers in the future at its discretion.

  A discussion regarding the basis for the Board of Trustees’ approval of the Management Agreement for the Funds in 2005 is available in the respective Fund’s annual report dated August 31, 2005.
 
29


 

   FUND MANAGERS   

 

  Quantitative Domestic Equity Portfolio Management Team
  n   A stable and growing team supported by an extensive internal staff
  n   More than $80 billion in equities currently under management, including $48 billion in US equities
             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Melissa Brown
Managing Director
  Senior Portfolio Manager—
Structured U.S. Equity
Structured Large Cap Growth
Structured Small Cap Equity
Structured Large Cap Value
  Since
1998
1998
1998
1998
  Ms. Brown joined the Investment Adviser as a portfolio manager in 1998. From 1984 to 1998, she was the director of Quantitative Equity Research and served on the Investment Policy Committee at Prudential Securities Equity Research.

Robert C. Jones
Chief Investment Officer
Managing Director
  Senior Portfolio Manager—
Structured U.S. Equity
Structured Large Cap Growth
Structured Small Cap Equity
Structured Large Cap Value
  Since
1991
1997
1997
1998
  Mr. Jones joined the Investment Adviser as a portfolio manager in 1989.

  Melissa Brown, CFA, is a Managing Director and Senior Portfolio Manager for US portfolios. She is also a member of the Global Quantitative Equity (“GQE”) Investment Policy Committee. Robert C. Jones, CFA, is a Managing Director and Chair of the QE Investment Policy Committee, which oversees the portfolio management process. He currently serves as the Chief Investment Officer for Quantitative Equity Strategies. The computer optimizer constructs the portfolio based on the team’s models and design and no one person on the team has a subjective override of the computer optimizer process, except in very limited cases.
 
  For more information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds, see the Additional Statement.
 
  Quantitative International Equity Portfolio Management Team

  n   Portfolio team based in New York. Experienced, highly qualified and stable quantitative team reflects our commitment to a superior research effort
  n   Team manages approximately $32 billion in global/international equities for retail, institutional and high net worth clients

 
30


 

SERVICE PROVIDERS

  n   Designed to invest in international markets, seeking to add value from diversified sources of return — top-down country/currency selection and bottom-up stock selection
______________________________________________________________________________________________________________

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Len Ioffe
Managing Director
  Senior Portfolio Manager—
Structured International Equity
  Since
2001
  Mr. Ioffe joined the Investment Adviser as an associate in 1995. He became a portfolio manager in 1996.

Robert C. Jones
Managing Director
  Senior Portfolio Manager—
Structured International Equity
  Since
1997
  Mr. Jones joined the Investment Adviser as a portfolio manager in 1989.

  Len Ioffe, CFA, is a Managing Director and Senior Portfolio Manager on the GQE Team, where he is responsible for portfolio management of global and non-US portfolios. He is also a member of the GQE Investment Policy Committee. Robert C. Jones, CFA, is a Managing Director and Chair of the QE Investment Policy Committee, which oversees portfolio management process. He currently serves as the Chief Investment Officer for Quantitative Equity Strategies. The computer optimizer constructs the portfolio based on the term’s models and design and no one person on the team has a subjective override of the computer optimizer process, except in very limited cases.
 
  For more information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Fund, see the Additional Statement.

   DISTRIBUTOR AND TRANSFER AGENT   

  Goldman Sachs, 85 Broad Street, New York, New York 10004, serves as the exclusive distributor (the “Distributor”) of each Fund’s shares. Goldman Sachs, 71 S. Wacker Dr., Suite 500, Chicago, Illinois 60606, also serves as each Fund’s transfer agent (the “Transfer Agent”) and, as such, performs various shareholder servicing functions.
 
  From time to time, Goldman Sachs or any of its affiliates may purchase and hold shares of the Funds. Goldman Sachs reserves the right to redeem at any time some or all of the shares acquired for its own account.

 
31


 

   ACTIVITIES OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER 
   ACCOUNTS MANAGED BY GOLDMAN SACHS   

  The involvement of the Investment Adviser, Goldman Sachs and their affiliates in the management of, or their interest in, other accounts and other activities of Goldman Sachs may present conflicts of interest with respect to a Fund or limit a Fund’s investment activities. Goldman Sachs is a full service investment banking broker dealer, asset management and financial services organization and a major participant in global financial markets. As such, it acts as an investor, investment banker, research provider, investment manager, financier, advisor, market maker, trader, prime broker, lender, agent and principal, and has other direct and indirect interests, in the global fixed income, currency, commodity, equity and other markets in which the Funds directly and indirectly invest. Thus, it is likely that the Funds will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or obtain services from entities for which Goldman Sachs performs or seeks to perform investment banking or other services. Goldman Sachs and its affiliates engage in proprietary trading and advise accounts and funds which have investment objectives similar to those of the Funds and/or which engage in and compete for transactions in the same types of securities, currencies and instruments as the Funds. Goldman Sachs and its affiliates will not have any obligation to make available any information regarding their proprietary activities or strategies, or the activities or strategies used for other accounts managed by them, for the benefit of the management of the Funds. The results of a Fund’s investment activities, therefore, may differ from those of Goldman Sachs, its affiliates and other accounts managed by Goldman Sachs and it is possible that a Fund could sustain losses during periods in which Goldman Sachs and its affiliates and other accounts achieve significant profits on their trading for proprietary or other accounts. In addition, the Funds may, from time to time, enter into transactions in which Goldman Sachs or its other clients have an adverse interest. Furthermore, transactions undertaken by Goldman Sachs, its affiliates or Goldman Sachs advised clients may adversely impact the Funds. Transactions by one or more Goldman Sachs advised clients or the Investment Adviser may have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of the Funds. A Fund’s activities may be limited because of regulatory restrictions applicable to Goldman Sachs and its affiliates, and/or their internal policies designed to comply with such restrictions. As a global financial services firm, Goldman Sachs also provides a wide range of investment banking and financial services to issuers of securities and investors in securities. Goldman Sachs, its affiliates and others associated with it may create markets or specialize in, have positions in and affect transactions in, securities of issuers held by the Funds, and may also perform or seek to perform investment banking and

 
32


 

SERVICE PROVIDERS

  financial services for those issuers. Goldman Sachs and its affiliates may have business relationships with and purchase or distribute or sell services or products from or to distributors, consultants or others who recommend the Fund or who engage in transactions with or for the Funds. For more information about conflicts of interest, see the Additional Statement.
 
  Under a securities lending program approved by the Funds’ Board of Trustees, the Funds have retained an affiliate of the Investment Adviser to serve as the securities lending agent for each Fund to the extent that the Funds engage in the securities lending program. For these services, the lending agent may receive a fee from the Funds, including a fee based on the returns earned on the Funds’ investment of the cash received as collateral for loaned securities. In addition, the Funds may make brokerage and other payments to Goldman Sachs and its affiliates in connection with the Funds’ portfolio investment transactions.

   LEGAL PROCEEDINGS   

  On April 2, 2004, Lois Burke, a plaintiff identifying herself as a shareholder of the Goldman Sachs Internet Tollkeeper Fund, filed a purported class and derivative action lawsuit in the United States District Court for the Southern District of New York against The Goldman Sachs Group, Inc. (“GSG”), GSAM, the Trustees and Officers of the Goldman Sachs Trust (the “Trust”), and John Doe Defendants. In addition, the Goldman Sachs Funds included in this Prospectus and certain other investment portfolios of the Trust were named as nominal defendants (collectively, the “Goldman Sachs Funds”). On April 19 and May 6, 2004, additional class and derivative action lawsuits containing substantially similar allegations and requests for redress were filed in the United States District Court for the Southern District of New York. On June 29, 2004, the three complaints were consolidated into one action, In re Goldman Sachs Mutual Funds Fee Litigation , and on November 17, 2004, the plaintiffs filed a consolidated amended complaint against GSG, GSAM, Goldman Sachs Asset Management International (“GSAMI”), Goldman, Sachs & Co., the Trust, Goldman Sachs Variable Insurance Trust (“GSVIT”), the Trustees and Officers of the Trust and GSVIT and John Doe Defendants (collectively, the “Defendants”) in the United States District Court for the Southern District of New York. Certain investment portfolios of the Trust and GSVIT (collectively, the “Goldman Sachs Funds”) were also named as nominal defendants in the amended complaint. Plaintiffs filed a second amended consolidated complaint on April 15, 2005.
 
  The second amended consolidated complaint, which is brought on behalf of all persons or entities who held shares in the Goldman Sachs Funds between April 2, 1999 and January 9, 2004, inclusive (the “Class Period”), asserts claims involving

 
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  (i) violations of the Investment Company Act of 1940 (the “Investment Company Act”) and the Investment Advisers Act of 1940, (ii) common law breaches of fiduciary duty and (iii) unjust enrichment. The complaint alleges, among other things, that during the Class Period, the Defendants made improper and excessive brokerage commission and other payments to brokers that sold shares of the Goldman Sachs Funds and omitted statements of fact in registration statements and reports filed pursuant to the Investment Company Act which were necessary to prevent such registration statements and reports from being materially false and misleading. In addition, the complaint alleges that the Goldman Sachs Funds paid excessive and improper investment advisory fees to GSAM and GSAMI. The complaint also alleges that GSAM and GSAMI used Rule 12b-1 fees for improper purposes and made improper use of soft dollars. The complaint further alleges that the Trust’s Officers and Trustees breached their fiduciary duties in connection with the foregoing. The plaintiffs in the cases are seeking compensatory damages; rescission of GSAM’s and GSAMI’s investment advisory agreement and return of fees paid; an accounting of all Goldman Sachs Funds-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and reasonable costs and expenses, including counsel fees and expert fees.
 
  Based on currently available information, GSAM and GSAMI believe that the likelihood that the pending purported class and derivative action lawsuit will have a material adverse financial impact on the Goldman Sachs Funds is remote, and the pending action is not likely to materially affect their ability to provide investment management services to its clients, including the Goldman Sachs Funds.

 
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  Dividends
 
  Each Fund pays dividends from its investment income and distributions from net realized capital gains. You may choose to have dividends and distributions paid in:
  n   Cash
  n   Additional shares of the same class of the same Fund
  n   Shares of the same or an equivalent class of another Goldman Sachs Fund. Special restrictions may apply for certain Goldman Sachs Institutional Liquid Assets Portfolios (“ILA Portfolios”). See the Additional Statement.

  You may indicate your election on your Account Application. Any changes may be submitted in writing to Goldman Sachs at any time before the record date for a particular dividend or distribution. If you do not indicate any choice, your dividends and distributions will be reinvested automatically in the applicable Fund.
 
  The election to reinvest dividends and distributions in additional shares will not affect the tax treatment of such dividends and distributions, which will be treated as received by you and then used to purchase the shares.
 
  Dividends from net investment income and distributions from net capital gains are declared and paid as follows:

         
Investment Capital Gains
Fund Income Dividends Distributions

Structured Large Cap Value
  Quarterly   Annually

Structured U.S. Equity
  Annually   Annually

Structured Large Cap Growth
  Annually   Annually

Structured Small Cap Equity
  Annually   Annually

Structured International Equity
  Annually   Annually

  From time to time a portion of a Fund’s dividends may constitute a return of capital.
 
  When you purchase shares of a Fund, part of the NAV per share may be represented by undistributed realized gains that have previously been earned by the Fund. Therefore, subsequent distributions on such shares from such income or realized gains may be taxable to you even if the NAV of the shares is, as a result of the distributions, reduced below the cost of such shares and the distributions (or portions thereof) represent a return of a portion of the purchase price.

 
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  Shareholder Guide
 
  The following section will provide you with answers to some of the most often asked questions regarding buying and selling the Funds’ Service Shares.

   HOW TO BUY SHARES   

  How Can I Purchase Service Shares Of The Funds?
  Generally, Service Shares may be purchased only through institutions that have agreed to provide shareholder administration and personal and account maintenance services to their customers who are the beneficial owners of Service Shares. These institutions are called “Service Organizations.” Customers of a Service Organization will normally give their purchase instructions to the Service Organization, and the Service Organization will, in turn, place purchase orders with Goldman Sachs. Service Organizations will set times by which purchase orders and payments must be received by them from their customers. Generally, Service Shares may be purchased from the Funds on any business day at their NAV next determined after receipt of an order by Goldman Sachs from a Service Organization. No sales load is charged. Purchases of Service Shares must be settled within three business days of receipt of a complete purchase order.
 
  Service Organizations are responsible for transmitting purchase orders and payments to Goldman Sachs in a timely fashion. Service Organizations should either:
  n   Place an order with Goldman Sachs at 1-800-621-2550 and wire federal funds to The Northern Trust Company (“Northern”), as subcustodian for State Street Bank and Trust Company (“State Street”) (each Fund’s custodian) on the next business day; or
  n   Send a check or Federal Reserve draft payable to Goldman Sachs Funds—(Name of Fund and Class of Shares), 71 S. Wacker Dr., Suite 500, Chicago, IL 60606. The Fund will not accept a check drawn on foreign banks, third-party checks, cashier’s checks or official checks, temporary checks, electronic checks, drawer checks, cash, money orders, travelers cheques, or credit card checks. In limited situations involving the transfer of retirement assets, the Fund may accept cashier’s checks or official bank checks.

  What Do I Need To Know About Service Organizations?
  Service Organizations may provide the following services in connection with their customers’ investments in Service Shares:
  n   Personal and account maintenance services; and
  n   Shareholder administration services.

 
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SHAREHOLDER GUIDE

  Personal and account maintenance services include:
  n   Providing facilities to answer inquiries and responding to correspondence with the Service Organization’s customers
  n   Acting as liaison between the Service Organization’s customers and the Goldman Sachs Trust (the “Trust”)
  n   Assisting customers in completing application forms, selecting dividend and other options, and similar services

  Shareholder administration services include:
  n   Acting, directly or through an agent, as the sole shareholder of record
  n   Maintaining account records for customers
  n   Processing orders to purchase, redeem and exchange shares for customers
  n   Processing payments for customers

  Some (but not all) Service Organizations are authorized to accept, on behalf of the Trust, purchase, redemption and exchange orders placed by or on behalf of their customers, and may designate other intermediaries to accept such orders, if approved by the Trust. In these cases:
  n   A Fund will be deemed to have received an order in proper form when the order is accepted by the authorized Service Organization or intermediary on a business day, and the order will be priced at the Fund’s NAV per share (less any applicable redemption fee) next determined after such acceptance.
  n   Service Organizations or intermediaries will be responsible for transmitting accepted orders and payments to the Trust within the time period agreed upon by them.

  You should contact your Service Organization directly to learn whether it is authorized to accept orders for the Trust.
 
  Pursuant to a service plan and a separate shareholder administration plan adopted by the Trust’s Board of Trustees, Service Organizations are entitled to receive payments for their services from the Trust. These payments are equal to 0.25% (annualized) for personal and account maintenance services plus an additional 0.25% (annualized) for shareholder administration services of the average daily net assets of the Service Shares of the Funds that are attributable to or held in the name of the Service Organization for its customers.
 
  The Investment Adviser, Distributor and/or their affiliates may make payments to Service Organizations and other financial intermediaries (“Intermediaries”) from time to time to promote the sale, distribution and/or servicing of shares of the Funds and other Goldman Sachs Funds. These payments are made out of the Investment Adviser’s, Distributor’s and/or their affiliates’ own assets, and are not an additional charge to the Funds. The payments are in addition to the service fees

 
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  described in this Prospectus. Such payments are intended to compensate Intermediaries for, among other things: marketing shares of the Funds and other Goldman Sachs Funds, which may consist of payments relating to Funds included on preferred or recommended fund lists or in certain sales programs from time to time sponsored by the Intermediaries; access to the Intermediaries’ registered representatives or salespersons, including at conferences and other meetings; assistance in training and education of personnel; marketing support; and/or other specified services intended to assist in the distribution and marketing of the Funds and other Goldman Sachs Funds. The payments may also, to the extent permitted by applicable regulations, contribute to various non-cash and cash incentive arrangements to promote the sale of shares, as well as sponsor various educational programs, sales contests and/or promotions. The additional payments by the Investment Adviser, Distributor and/or their affiliates may also compensate Intermediaries for subaccounting, administrative and/or shareholder processing services that are in addition to the fees paid for these services by the Funds. The amount of these additional payments is normally not expected to exceed 0.50% (annualized) of the amount sold or invested through the Intermediaries. Please refer to the “Payments to Intermediaries” section of the Additional Statement for more information about these payments.
 
  The payments made by the Investment Adviser, Distributor and/or their affiliates may be different for different Intermediaries. The presence of these payments and the basis on which an Intermediary compensates its registered representatives or salespersons may create an incentive for a particular Intermediary, registered representative or salesperson to highlight, feature or recommend Funds based, at least in part, on the level of compensation paid. You should contact your Service Organization or Intermediary for more information about the payments it receives and any potential conflicts of interest.
 
  In addition to Service Shares, each Fund also offers other classes of shares to investors. These other share classes are subject to different fees and expenses (which affect performance), have different minimum investment requirements and are entitled to different services than Service Shares. Information regarding these other share classes may be obtained from your sales representative or from Goldman Sachs by calling the number on the back cover of this Prospectus.
 
  What Is My Minimum Investment In The Funds?
  The Funds do not have any minimum purchase or account requirements with respect to Service Shares. A Service Organization may, however, impose a minimum amount for initial and subsequent investments in Service Shares, and may establish other requirements such as a minimum account balance. A Service

 
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SHAREHOLDER GUIDE

  Organization may redeem Service Shares held by non-complying accounts, and may impose a charge for any special services.
 
  What Else Should I Know About Share Purchases?
  The Trust reserves the right to:
  n   Refuse to open an account if you fail to (i) provide a Social Security Number or other taxpayer identification number; or (ii) certify that such number is correct (if required to do so under applicable law).
  n   Reject or restrict any purchase or exchange order by a particular purchaser (or group of related purchasers) for any reason in its discretion. Without limiting the foregoing, the Trust may reject or restrict purchase and exchange orders by a particular purchaser (or group of related purchasers) when a pattern of frequent purchases, sales or exchanges of Service Shares of a Fund is evident, or if purchases, sales or exchanges are, or a subsequent abrupt redemption might be, of a size that would disrupt the management of a Fund.
  n   Close a Fund to new investors from time to time and reopen any such Fund whenever it is deemed appropriate by a Fund’s Investment Adviser.

  Generally, the Funds will not allow non-U.S. citizens and certain U.S. citizens residing outside the United States to open an account directly with the Funds.
 
  The Funds may allow Service Organizations to purchase shares with securities instead of cash if consistent with a Fund’s investment policies and operations and if approved by the Fund’s Investment Adviser.
 
  Customer Identification Program. Federal law requires the Funds to obtain, verify and record identifying information, which may include the name, residential or business street address, date of birth (for an individual), Social Security Number or taxpayer identification number or other identifying information, for each investor who opens an account with the Funds. Applications without the required information may not be accepted by the Funds. After accepting an application, to the extent permitted by applicable law or their customer identification program, the Funds reserve the right to (i) place limits on transactions in any account until the identity of the investor is verified; or (ii) refuse an investment in the Funds; or (iii) involuntarily redeem an investor’s shares and close an account in the event that the Funds are unable to verify an investor’s identity. The Funds and their agents will not be responsible for any loss in an investor’s account resulting from the investor’s delay in providing all required identifying information or from closing an account and redeeming an investor’s shares pursuant to the customer identification program.

 
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  How Are Shares Priced?
  The price you pay or receive when you buy, sell or exchange Service Shares is a Fund’s next determined NAV for a share class (as adjusted for any applicable redemption fee). The Funds calculate NAV as follows:

     

NAV =
  (Value of Assets of the Class)
- (Liabilities of the Class)

Number of Outstanding Shares of the Class

  The Funds’ investments are valued based on market quotations or if market quotations are not readily available, or if the Investment Adviser believes that such quotations do not accurately reflect fair value, the fair value of the Funds’ investments may be determined in good faith under procedures established by the Trustees.
 
  For Funds that invest a significant portion of assets in foreign equity securities, “fair value” prices are provided by an independent fair value service. Fair value prices are used because many foreign markets operate at times that do not coincide with those of the major U.S. markets. Events that could affect the values of foreign portfolio holdings may occur between the close of the foreign market and the time of determining the NAV, and would not otherwise be reflected in the NAV. If the independent fair value service does not provide a fair value for a particular security or if the value does not meet the established criteria for the Funds, the most recent closing price for such a security on its principal exchange will generally be its fair value on such date.
 
  In addition, the Investment Adviser, consistent with applicable regulatory guidance, may determine to make an adjustment to the previous closing 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 that could affect a large number of securities in a particular market may include, but are not limited to: situations relating to one or more single issuers in a market sector; significant fluctuations in foreign markets; market disruptions or market closings; governmental actions or other developments; as well as the same or similar events which may affect specific issuers or the securities markets even though not tied directly to the securities markets. Other significant events that could relate to a single issuer may include, but are not limited to: corporate actions such as reorganizations, mergers and buy-outs; corporate announcements on earnings; significant litigation; and regulatory news such as governmental approvals.
 
  One effect of using an independent fair value service and fair valuation may be to reduce stale pricing arbitrage opportunities presented by the pricing of Fund shares.

 
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SHAREHOLDER GUIDE

  However, it involves the risk that the values used by the Funds to price their investments may be different from those used by other investment companies and investors to price the same investments.
 
  Investments in other registered mutual funds (if any) are valued based on the NAV of those mutual funds (which may use fair value pricing as discussed in their prospectuses).
  n   NAV per share of each class is generally calculated by the accounting agent on each business day as of the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. New York time) or such later time as the New York Stock Exchange or NASDAQ market may officially close. Fund shares will generally not be priced on any day the New York Stock Exchange is closed.
  n   When you buy shares, you pay the NAV next calculated after the Funds receive your order in proper form.
  n   When you sell shares, you receive the NAV next calculated after the Funds receive your order in proper form, less any applicable redemption fee.
  n   The Trust reserves the right to reprocess purchase (including dividend reinvestments), redemption and exchange transactions that were processed at an NAV other than a Fund’s official closing NAV that is subsequently adjusted, and to recover amounts from (or distribute amounts to) shareholders accordingly based on the official closing NAV, as adjusted.
  n   The Trust reserves the right to advance the time by which purchase and redemption orders must be received for same business day credit as otherwise permitted by the SEC.

  Note: The time at which transactions and shares are priced and the time by which orders must be received may be changed in case of an emergency or if regular trading on the New York Stock Exchange is stopped at a time other than 4:00 p.m. New York time. In the event the New York Stock Exchange does not open for business because of an emergency, the Trust may, but is not required to, open one or more Funds for purchase, redemption and exchange transactions if the Federal Reserve wire payment system is open. To learn whether a Fund is open for business during an emergency situation, please call 1-800-621-2550.
 
  Foreign securities may trade in their local markets on days a Fund is closed. As a result, the NAV of a Fund that holds foreign securities may be impacted on days when investors may not purchase or redeem Fund shares.

   HOW TO SELL SHARES   

  How Can I Sell Service Shares Of The Funds?
 
  Generally, Service Shares may be sold (redeemed) only through Service Organizations. Customers of a Service Organization will normally give their

 
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  redemption instructions to the Service Organization, and the Service Organization will, in turn, place redemption orders with the Funds. Generally, each Fund will redeem its Service Shares upon request on any business day at their NAV next determined after receipt of such request in proper form, subject to any applicable redemption fee. Redemption proceeds may be sent to recordholders by check or by wire (if the wire instructions are on record).
 
  A Service Organization may request redemptions in writing or by telephone if the optional telephone redemption privilege is elected on the Account Application.

     

By Writing:
  Goldman Sachs Funds
71 S. Wacker Dr., Suite 500
Chicago, IL 60606

By Telephone:
  1-800-621-2550
(8:00 a.m. to 4:00 p.m. New York time)

  Any redemption request that requires money to go to an account or address other than that designated on the Account Application must be in writing and signed by an authorized person designated on the Account Application. The written request may be confirmed by telephone with both the requesting party and the designated bank account to verify instructions.
 
  When Do I Need A Medallion Signature Guarantee To Redeem Shares?
  A Medallion signature guarantee may be required if:
  n   You would like the redemption proceeds sent to an address that is not your address of record; or
  n   You would like to change your current bank designations.

  A signature guarantee must be obtained from a bank, brokerage firm or other financial intermediary that is a member of an approved Medallion Guarantee Program or that is otherwise approved by the Trust. A notary public cannot provide a signature guarantee. Additional documentation may be required for executors, trustees or corporations or when deemed appropriate by the Transfer Agent.
 
  What Do I Need To Know About Telephone Redemption Requests?
  The Trust, the Distributor and the Transfer Agent will not be liable for any loss you may incur in the event that the Trust accepts unauthorized telephone redemption requests that the Trust reasonably believes to be genuine. In an effort to prevent unauthorized or fraudulent redemption and exchange requests by telephone, Goldman Sachs employs reasonable procedures specified by the Trust to confirm that such instructions are genuine. If reasonable procedures are not employed, the

 
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SHAREHOLDER GUIDE

  Trust may be liable for any loss due to unauthorized or fraudulent transactions. The following general policies are currently in effect:
  n   All telephone requests are recorded.
  n   Any redemption request that requires money to go to an account or address other than that designated on the Account Application must be in writing and signed by an authorized person designated on the Account Application. The written request may be confirmed by telephone with both the requesting party and the designated bank account to verify instructions.
  n   For the 30-day period following a change of address, telephone redemptions will only be filled by a wire transfer to the bank account designated in the Account Applications (see immediately preceding bullet point). In order to receive the redemption by check during this time period, the redemption request must be a written, Medallion signature guaranteed letter.
  n   The telephone redemption option may be modified or terminated at any time.

  Note: It may be difficult to make telephone redemptions in times of drastic economic or market conditions.
 
  How Are Redemption Proceeds Paid?
  By Wire:  The Funds will arrange for redemption proceeds to be wired as federal funds to the domestic bank account designated in the recordholder’s Account Application. The following general policies govern wiring redemption proceeds:
  n   Redemption proceeds will normally be wired on the next business day in federal funds (for a total of one business day delay), but may be paid up to three business days following receipt of a properly executed wire transfer redemption request. Although redemption proceeds will normally be wired as described above, under certain circumstances, redemption requests or payments may be postponed or suspended as permitted pursuant to Section 22(e) of the Investment Company Act. Generally, under that section, redemption requests or payments may be postponed or suspended if (i) the New York Stock Exchange is closed for trading or trading is restricted; (ii) an emergency exists which makes the disposal of securities owned by the Fund or the fair determination of the value of the Fund’s net assets not reasonably practicable; or (iii) the SEC by order permits the suspension of the right of redemption. If the shares to be sold were recently paid for by check, the Fund will pay the redemption proceeds when the check has cleared, which may take up to 15 days. If the Federal Reserve Bank is closed on the day that the redemption proceeds would ordinarily be wired, wiring the redemption proceeds may be delayed one additional business day.
  n   To change the bank designated on your Account Application, you must send written instructions signed by an authorized person designated on the Account Application to the Service Organization.

 
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  n   Neither the Trust nor Goldman Sachs assumes any responsibility for the performance of intermediaries or your Service Organization in the transfer process. If a problem with such performance arises, you should deal directly with such intermediaries or Service Organization.

  By Check:  A recordholder may elect in writing to receive redemption proceeds by check. Redemption proceeds paid by check will normally be mailed to the address of record within three business days of receipt of a properly executed redemption request. If the shares to be sold were recently paid for by check, the Fund will pay the redemption proceeds when the check has cleared, which may take up to 15 days.
 
  What Do I Need To Know About The Redemption Fee?
  The Structured International Equity Fund will charge a 2% redemption fee on the redemption of shares (including by exchange) held for 30 calendar days or less. For this purpose, the Fund uses a first-in first-out (“FIFO”) method so that shares held longest will be treated as being redeemed first and shares held shortest will be treated as being redeemed last. The redemption fee will be paid to the Fund from which the redemption is made, and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of the Fund. The redemption fee may be collected by deduction from the redemption proceeds or, if assessed after the redemption transaction, through a separate billing.
 
  The redemption fee does not apply to transactions involving the following:
  n   Redemptions of shares acquired by reinvestment of dividends or capital gains distributions.
  n   Redemptions of shares that are acquired or redeemed in connection with the participation in a systematic withdrawal program or automatic investment plan.
  n   Redemptions of shares in connection with a regularly scheduled automatic rebalancing of assets by certain mutual fund asset allocation programs.
  n   Redemptions of shares maintained in omnibus accounts by the Fund’s transfer agent on behalf of trust companies and bank trust departments investing assets held in a fiduciary, agency, advisory, custodial or similar capacity and over which the trust companies and bank trust departments or other plan fiduciaries or participants (in the case of certain retirement plans) have full or shared investment discretion.
  n   Total or partial redemptions of shares held through retirement plans and accounts maintained pursuant to Sections 401 (tax-qualified pension, profit sharing, 401(k), money purchase and stock bonus plans), 403 (qualified annuity plans and tax-sheltered annuities) and 457 (deferred compensation plans for employees of tax-exempt entities or governments) of the Internal Revenue Code

 
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SHAREHOLDER GUIDE

  of 1986, as amended, that are maintained by the Fund’s transfer agent on an omnibus basis.
  n   Redemptions of shares that are issued as part of an investment company reorganization to which a Goldman Sachs Fund is a party.

  The Trust reserves the right to modify or eliminate the redemption fee or waivers at any time and will give 60 days’ prior written notice of any material changes, unless otherwise provided by law. The redemption fee policy may be modified or amended in the future to reflect, among other factors, regulatory requirements mandated by the SEC.
 
  In addition to the circumstances noted above, the Trust reserves the right to grant additional exceptions based on such factors as operational limitations, contractual limitations and further guidance from the SEC or other regulators.
 
  What Else Do I Need To Know About Redemptions?
  The following generally applies to redemption requests:
  n   Additional documentation may be required when deemed appropriate by the Transfer Agent. A redemption request will not be in proper form until such additional documentation has been received.
  n   Institutions (including banks, trust companies, brokers and investment advisers) are responsible for the timely transmittal of redemption requests by their customers to the Transfer Agent. In order to facilitate the timely transmittal of redemption requests, these institutions may set times by which they must receive redemption requests. These institutions may also require additional documentation from you.

  The Trust reserves the right to:
  n   Redeem your shares in the event an Institution’s relationship with Goldman Sachs is terminated and you do not transfer your account to another Institution with a relationship with Goldman Sachs. The Trust will not be responsible for any loss in an investor’s account resulting from a redemption.
  n   Subject to applicable law, redeem your shares in other circumstances determined by the Board of Trustees to be in the best interest of the Trust.
  n   Pay redemptions by a distribution in-kind of securities (instead of cash). If you receive redemption proceeds in-kind, you should expect to incur transaction costs upon the disposition of those securities.
  n   Reinvest any dividends or other distributions which you have elected to receive in cash should your check for such dividends or other distributions be returned to a Fund as undeliverable or remain uncashed for six months. In addition, that distribution and all future distributions payable to you will be reinvested at the NAV on the day of reinvestment in additional Service Shares of the Fund that
 
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  pays the distributions. No interest will accrue on amounts represented by uncashed distribution or redemption checks.

  Can I Exchange My Investment From One Fund To Another?
  A Service Organization may exchange Service Shares of a Fund at NAV for Service Shares of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 calendar days or less may, however, be subject to a redemption fee as described above under “What Do I Need To Know About The Redemption Fee?” The exchange privilege may be materially modified or withdrawn at any time upon 60 days’ written notice.

     
Instructions For Exchanging Shares:

By Writing:
  n  Write a letter of instruction that includes:
         n  The recordholder name(s) and signature(s)
         n  The account number
         n  The Fund names and Class of Shares
         n  The dollar amount to be exchanged
    n  Mail the request to:
    Goldman Sachs Funds
    71 S. Wacker Dr., Suite 500
    Chicago, IL 60606

By Telephone:
  If you have elected the telephone exchange privilege on your Account Application:
    n  1-800-621-2550
    (8:00 a.m. to 4:00 p.m. New York time)

  You should keep in mind the following factors when making or considering an exchange:
  n   You should obtain and carefully read the Prospectus of the Fund you are acquiring before making an exchange.
  n   All exchanges which represent an initial investment in a Fund must satisfy the minimum initial investment requirement of that Fund or the entire balance of the original Fund account should be exchanged. This requirement may be waived at the discretion of the Trust.
  n   Telephone exchanges normally will be made only to an identically registered account.
  n   Exchanges are available only in states where exchanges may be legally made.
  n   It may be difficult to make telephone exchanges in times of drastic economic or market conditions.
  n   Goldman Sachs may use reasonable procedures described under “What Do I Need To Know About Telephone Redemption Requests?” in an effort to prevent unauthorized or fraudulent telephone exchange requests.
  n   Exchanges into Goldman Sachs Funds that are closed to new investors may be restricted.

 
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SHAREHOLDER GUIDE

  n   Exchanges into a Fund from another Goldman Sachs Fund may be subject to any redemption fee imposed by the other Goldman Sachs Fund.

  For federal income tax purposes, an exchange from one Goldman Sachs Fund to another is treated as a redemption of the shares surrendered in the exchange, on which you may be subject to tax, followed by a purchase of shares received in the exchange. You should consult your tax adviser concerning the tax consequences of an exchange.
 
  What Types Of Reports Will Be Sent Regarding Investments In Service Shares?
  Service Organizations will receive from the Funds annual reports containing audited financial statements and semi-annual reports. Service Organizations will also be provided with a printed confirmation for each transaction in their account and a monthly account statement. Service Organizations are responsible for providing these or other reports to their customers who are the beneficial owners of Service Shares in accordance with the rules that apply to their accounts with the Service Organizations. In addition, Service Organizations and other financial intermediaries will be responsible for providing any communication from a Fund to its shareholders, including but not limited to prospectus supplements, proxy materials, and notices regarding the sources of dividend payments pursuant to Section 19 under the Investment Company Act.

   RESTRICTIONS ON EXCESSIVE TRADING PRACTICES   

  Policies and Procedures on Excessive Trading Practices. In accordance with the policy adopted by the Board of Trustees, the Trust discourages frequent purchases and redemptions of Fund shares and does not permit market timing or other excessive trading practices. Purchases and exchanges should be made with a view to longer-term investment purposes only that are consistent with the investment policies and practices of the respective Funds. Excessive, short-term (market timing) trading practices may disrupt portfolio management strategies, increase brokerage and administrative costs, harm fund performance and result in dilution in the value of Fund shares held by long-term shareholders. The Trust and Goldman Sachs reserve the right to reject or restrict purchase or exchange requests from any investor. The Trust and Goldman Sachs will not be liable for any loss resulting from rejected purchase or exchange orders. To minimize harm to the Trust and its shareholders (or Goldman Sachs), the Trust (or Goldman Sachs) will exercise this right if, in the Trust’s (or Goldman Sachs’) judgment, an investor has a history of excessive trading or if an investor’s trading, in the judgment of the Trust (or Goldman Sachs), has been or may be disruptive to a Fund. In making this judgment, trades executed in multiple accounts under common ownership or control may be considered together to the extent they can be identified. No waivers of the
 
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  provisions of the policy established to detect and deter market timing and other excessive trading activity are permitted that would harm the Trust or its shareholders or would subordinate the interests of the Trust or its shareholders to those of Goldman Sachs or any affiliated person or associated person of Goldman Sachs.
 
  To deter excessive shareholder trading, the Structured International Equity Fund and certain other International Equity and Fixed Income Funds (which are offered in separate prospectuses) impose a redemption fee on redemptions made within 30 calendar days of purchase subject to certain exceptions. See “Shareholder Guide—What Do I Need To Know About The Redemption Fee?” for more information about the redemption fee, including transactions and certain omnibus accounts to which the redemption fee does not apply. As a further deterrent to excessive trading, many foreign equity securities held by the Structured International Equity Fund are priced by the independent pricing service using fair valuation. For more information on fair valuation, please see “Shareholder Guide—How Are Shares Priced?”
 
  Pursuant to the policy adopted by the Board of Trustees, Goldman Sachs has developed criteria that it uses to identify trading activity that may be excessive. Goldman Sachs reviews on a regular, periodic basis available information relating to the trading activity in the Funds in order to assess the likelihood that a Fund may be the target of excessive trading. As part of its excessive trading surveillance process, Goldman Sachs, on a periodic basis, examines transactions that exceed certain monetary thresholds or numerical limits within a period of time. Consistent with the standards described above, if, in its judgment, Goldman Sachs detects excessive, short term trading, Goldman Sachs may reject or restrict a purchase or exchange request and may further seek to close an investor’s account with a Fund. Goldman Sachs may modify its surveillance procedures and criteria from time to time without prior notice regarding the detection of excessive trading or to address specific circumstances. Goldman Sachs will apply the criteria in a manner that, in Goldman Sachs’ judgment, will be uniform.
 
  Fund shares may be held through omnibus arrangements maintained by intermediaries such as broker-dealers, investment advisers, transfer agents, administrators and insurance companies. In addition, Fund shares may be held in omnibus 401(k) plans, employee benefit plans and other group accounts. Omnibus accounts include multiple investors and such accounts typically provide the Funds with a net purchase or redemption request on any given day where the purchases and redemptions of Fund shares by the investors are netted against one another. The identity of individual investors whose purchase and redemption orders are aggregated are not known by the Funds. A number of these financial intermediaries

 
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SHAREHOLDER GUIDE

  may not have the capability or may not be willing to apply the Funds’ market timing policies or any applicable redemption fee. While Goldman Sachs may monitor share turnover at the omnibus account level, a Fund’s ability to monitor and detect market timing by shareholders or apply any applicable redemption fee in these omnibus accounts is limited. The netting effect makes it more difficult to identify, locate and eliminate market timing activities. In addition, those investors who engage in market timing and other excessive trading activities may employ a variety of techniques to avoid detection. There can be no assurance that the Funds and Goldman Sachs will be able to identify all those who trade excessively or employ a market timing strategy, and curtail their trading in every instance.
 
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  Taxation
 
  As with any investment, you should consider how your investment in the Funds will be taxed. The tax information below is provided as general information. More tax information is available in the Additional Statement. You should consult your tax adviser about the federal, state, local or foreign tax consequences of your investment in the Funds.
 
  Unless your investment is an IRA or other tax-advantaged account, you should consider the possible tax consequences of Fund distributions and the sale of your Fund shares.

   DISTRIBUTIONS   

  Each Fund contemplates declaring as dividends each year all or substantially all of its taxable income. Distributions you receive from the Funds are generally subject to federal income tax, and may also be subject to state or local taxes. This is true whether you reinvest your distributions in additional Fund shares or receive them in cash. For federal tax purposes, Fund distributions attributable to short-term capital gains and net investment income are generally taxable to you as ordinary income, while distributions attributable to long-term capital gains are taxable as long-term capital gains, no matter how long you have owned your Fund shares.
 
  Under recent changes to the Internal Revenue Code (the “Code”), the maximum long-term capital gain tax rate applicable to individuals, estates, and trusts is 15%. Also, Fund distributions to noncorporate shareholders attributable to dividends received by the Funds from U.S. and certain qualified foreign corporations will generally be taxed at the long-term capital gain rate, as long as certain other requirements are met. A sunset provision provides that the 15% long-term capital gain rate and the taxation of dividends at the long-term capital gain rate will revert back to a prior version of these provisions in the Code for taxable years beginning after December 31, 2008. The amount of a Fund’s distributions that qualify for this favorable tax treatment may be reduced as a result of a Fund’s securities lending activities, by a high portfolio turnover rate or by investments in debt securities or “non-qualified” foreign corporations. For these lower rates to apply, the non-corporate shareholder must own the relevant Fund shares for at least 61 days during the 121-day period beginning 60 days before the Fund’s ex-dividend date.
 
  Although distributions are generally treated as taxable to you in the year they are paid, distributions declared in October, November or December but paid in January are taxable as if they were paid in December. A percentage of the Funds’ dividends

 
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TAXATION

  paid to corporate shareholders may be eligible for the corporate dividends-received deduction. This percentage may, however, be reduced as a result of a Fund’s securities lending activities, by a high portfolio turnover rate, or by investments in debt securities or foreign corporations. Character and tax status of all distributions will be available to shareholders after the close of each calendar year.
 
  Each Fund may be subject to foreign withholding or other foreign taxes on income or gain from certain foreign securities. In general, each Fund, except the Structured International Equity Fund may deduct these taxes in computing its taxable income. The Structured International Equity Fund may make an election to treat a proportionate amount of those taxes as constituting a distribution to each shareholder, which would allow you either (i) to credit that proportionate amount of taxes against U.S. Federal income tax liability as a foreign tax credit or (ii) to take that amount as an itemized deduction.
 
  If you buy shares of a Fund before it makes a distribution, the distribution will be taxable to you even though it may actually be a return of a portion of your investment. This is known as “buying a dividend.”

   SALES AND EXCHANGES   

  Your sale of Fund shares is a taxable transaction for federal income tax purposes, and may also be subject to state and local taxes. For tax purposes, the exchange of your Fund shares for shares of a different Goldman Sachs Fund is the same as a sale. When you sell your shares, you will generally recognize a capital gain or loss in an amount equal to the difference between your adjusted tax basis in the shares and the amount received. Generally, this gain or loss is long-term or short-term depending on whether your holding period exceeds twelve months, except that any loss realized on shares held for six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends that were received on the shares. Additionally, any loss realized on a sale, exchange or redemption of shares of a Fund may be disallowed under “wash sale” rules to the extent the shares disposed of are replaced with other shares of that Fund within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to a dividend reinvestment in shares of that Fund. If disallowed, the loss will be reflected in an adjustment to the basis of the shares acquired.

   OTHER INFORMATION   

  When you open your account, you should provide your Social Security Number or tax identification number on your Account Application. By law, each Fund must

 
51


 

  withhold 28% of your taxable distributions and any redemption proceeds if you do not provide your correct taxpayer identification number, or certify that it is correct, or if the IRS instructs the Fund to do so.
 
  Non-U.S. investors may be subject to U.S. withholding and estate tax. However, non-U.S. investors generally may file for a tax refund of tax withheld (if any) on distributions of qualified interest income and short-term capital gains made by the Funds after September 1, 2005 and before August 31, 2008.

 
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  Appendix A
Additional Information on Portfolio
Risks, Securities and Techniques

   A.  General Portfolio Risks   

  The Funds will be subject to the risks associated with equity investments. “Equity investments” may include common stocks, preferred stocks, interests in real estate investment trusts, convertible debt obligations, convertible preferred stocks, equity interests in trusts, partnerships, joint ventures, limited liability companies and similar enterprises, warrants, stock purchase rights and synthetic and derivative instruments that have economic characteristics similar to equity securities. In general, the values of equity investments fluctuate in response to the activities of individual companies and in response to general market and economic conditions. Accordingly, the values of the equity investments that a Fund holds may decline over short or extended periods. The stock markets tend to be cyclical, with periods when stock prices generally rise and periods when prices generally decline. This volatility means that the value of your investment in the Funds may increase or decrease. In recent years, certain stock markets have experienced substantial price volatility.
 
  To the extent that a Fund invests in fixed-income securities, that Fund will also be subject to the risks associated with its fixed-income securities. These risks include interest rate risk, credit risk and call/extension risk. In general, interest rate risk involves the risk that when interest rates decline, the market value of fixed-income securities tends to increase. Conversely, when interest rates increase, the market value of fixed-income securities tends to decline. Credit risk involves the risk that an issuer or guarantor could default on its obligations, and a Fund will not recover its investment. Call risk and extension risk are normally present when the borrower has the option to prepay its obligations.
 
  The Investment Adviser will not consider the portfolio turnover rate a limiting factor in making investment decisions for a Fund. A high rate of portfolio turnover (100% or more) involves correspondingly greater expenses which must be borne by a Fund and its shareholders, and is also likely to result in higher short-term capital gains taxable to shareholders. The portfolio turnover rate is calculated by dividing the lesser of the dollar amount of sales or purchases of portfolio securities by the average monthly value of a Fund’s portfolio securities, excluding securities having a maturity at the date of purchase of one year or less. See “Financial Highlights” in Appendix B for a statement of the Funds’ historical portfolio turnover rates.

 
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  The following sections provide further information on certain types of securities and investment techniques that may be used by the Funds, including their associated risks. Additional information is provided in the Additional Statement, which is available upon request. Among other things, the Additional Statement describes certain fundamental investment restrictions that cannot be changed without shareholder approval. You should note, however, that all investment objectives and all investment policies not specifically designated as fundamental are non-fundamental, and may be changed without shareholder approval. If there is a change in a Fund’s investment objective, you should consider whether that Fund remains an appropriate investment in light of your then current financial position and needs.

   B.  Other Portfolio Risks   

  Risks of Investing in Small Capitalization and Mid-Capitalization Companies. Each Fund may, to the extent consistent with its investment policies, invest in small and mid-capitalization companies. Investments in small and mid-capitalization companies involve greater risk and portfolio price volatility than investments in larger capitalization stocks. Among the reasons for the greater price volatility of these investments are the less certain growth prospects of smaller firms and the lower degree of liquidity in the markets for such securities. Small and mid-capitalization companies may be thinly traded and may have to be sold at a discount from current market prices or in small lots over an extended period of time. In addition, these securities are subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities in particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic or market conditions, or adverse investor perceptions whether or not accurate. Because of the lack of sufficient market liquidity, a Fund may incur losses because it will be required to effect sales at a disadvantageous time and only then at a substantial drop in price. Small and mid-capitalization companies include “unseasoned” issuers that do not have an established financial history; often have limited product lines, markets or financial resources; may depend on or use a few key personnel for management; and may be susceptible to losses and risks of bankruptcy. Small and mid-capitalization companies may be operating at a loss or have significant variations in operating results; may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence; may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position; and may have substantial borrowings or may otherwise have a weak financial condition. In addition, these companies may face intense competition, including competition from companies with greater financial resources, more extensive development,

 
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APPENDIX A

  manufacturing, marketing, and other capabilities, and a larger number of qualified managerial and technical personnel. Transaction costs for these investments are often higher than those of larger capitalization companies. Investments in small and mid-capitalization companies may be more difficult to price precisely than other types of securities because of their characteristics and lower trading volumes.
 
  Risks of Foreign Investments. The Funds may make foreign investments. Foreign investments involve special risks that are not typically associated with U.S. dollar denominated or quoted securities of U.S. issuers. Foreign investments may be affected by changes in currency rates, changes in foreign or U.S. laws or restrictions applicable to such investments and changes in exchange control regulations ( e.g. , currency blockage). A decline in the exchange rate of the currency ( i.e. , weakening of the currency against the U.S. dollar) in which a portfolio security is quoted or denominated relative to the U.S. dollar would reduce the value of the portfolio security. In addition, if the currency in which a Fund receives dividends, interest or other payments declines in value against the U.S. dollar before such income is distributed as dividends to shareholders or converted to U.S. dollars, the Fund may have to sell portfolio securities to obtain sufficient cash to pay such dividends.
 
  Brokerage commissions, custodial services and other costs relating to investment in international securities markets generally are more expensive than in the United States. In addition, clearance and settlement procedures may be different in foreign countries and, in certain markets, such procedures have been unable to keep pace with the volume of securities transactions, thus making it difficult to conduct such transactions.
 
  Foreign issuers are not generally subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to U.S. issuers. There may be less publicly available information about a foreign issuer than about a U.S. issuer. In addition, there is generally less government regulation of foreign markets, companies and securities dealers than in the United States, and the legal remedies for investors may be more limited than the remedies available in the United States. Foreign securities markets may have substantially less volume than U.S. securities markets and securities of many foreign issuers are less liquid and more volatile than securities of comparable domestic issuers. Furthermore, with respect to certain foreign countries, there is a possibility of nationalization, expropriation or confiscatory taxation, imposition of withholding or other taxes on dividend or interest payments (or, in some cases, capital gains distributions), limitations on the removal of funds or other assets from such countries, and risks of political or social instability or diplomatic developments which could adversely affect investments in those countries.

 
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  Concentration of a Fund’s assets in one or a few countries and currencies will subject a Fund to greater risks than if a Fund’s assets were not geographically concentrated.
 
  Investment in sovereign debt obligations by a Fund involves risks not present in debt obligations of corporate issuers. The issuer of the debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due in accordance with the terms of such debt, and a Fund may have limited recourse to compel payment in the event of a default. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt, and in turn a Fund’s NAV, to a greater extent than the volatility inherent in debt obligations of U.S. issuers.
 
  A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward international lenders, and the political constraints to which a sovereign debtor may be subject.
 
  Investments in foreign securities may take the form of sponsored and unsponsored American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), European Depositary Receipts (“EDRs”) or other similar instruments representing securities of foreign issuers. ADRs, GDRs and EDRs represent the right to receive securities of foreign issuers deposited in a bank or other depository. ADRs and certain GDRs are traded in the United States. GDRs may be traded in either the United States or in foreign markets. EDRs are traded primarily outside the United States. Prices of ADRs are quoted in U.S. dollars. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security.
 
  Risks of Euro. On January 1, 1999, the European Economic and Monetary Union (EMU) introduced a new single currency called the euro. The euro has replaced the national currencies of the following member countries: Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, and Spain. In addition, Cyprus, the Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia and Slovenia became members of the EMU on May 1, 2004, but these countries will not adopt the euro as their new currency until they can show that their economies have converged with the economies of the euro zone.
 
  The European Central Bank has control over each country’s monetary policies. Therefore, the member countries no longer control their own monetary policies by directing independent interest rates for their currencies. The national governments

 
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APPENDIX A

  of the participating countries, however, have retained the authority to set tax and spending policies and public debt levels.
 
  The change to the euro as a single currency is relatively new and untested. The elimination of currency risk among EMU countries has affected the economic environment and behavior of investors, particularly in European markets, but the long-term impact of those changes on currency values or on the business or financial condition of European countries and issuers cannot be fully assessed at this time. In addition, the introduction of the euro presents other unique uncertainties, including the fluctuation of the euro relative to non-euro currencies; whether the interest rate, tax and labor regimes of European countries participating in the euro will converge over time; and whether the conversion of the currencies of other countries that now are or may in the future become members of the European Union (“EU”) will have an impact on the euro. Also, it is possible that the euro could be abandoned in the future by countries that have already adopted its use. In May and June 2005, voters in France and the Netherlands rejected ratification of the EU Constitution causing some other countries to postpone moves toward ratification. These or other events, including political and economic developments, could cause market disruptions, and could adversely affect the value of securities held by the Funds. Because of the number of countries using this single currency, a significant portion of the assets held by the Funds may be denominated in the euro.
 
  Risks of Emerging Countries. The Structured International Equity Fund may invest in securities of issuers located in emerging countries. The risks of foreign investment are heightened when the issuer is located in an emerging country. Emerging countries are generally located in the Asia and Pacific regions, Eastern Europe, Latin and South America and Africa. The Fund’s purchase and sale of portfolio securities in certain emerging countries may be constrained by limitations relating to daily changes in the prices of listed securities, periodic trading or settlement volume and/or limitations on aggregate holdings of foreign investors. Such limitations may be computed based on the aggregate trading volume by or holdings of the Fund, the Investment Adviser, its affiliates and their respective clients and other service providers. The Fund may not be able to sell securities in circumstances where price, trading or settlement volume limitations have been reached.
 
  Foreign investment in the securities markets of certain emerging countries is restricted or controlled to varying degrees which may limit investment in such countries or increase the administrative costs of such investments. For example, certain Asian countries require governmental approval prior to investments by foreign persons or limit investment by foreign persons to only a specified percentage of an

 
57


 

  issuer’s outstanding securities or a specific class of securities which may have less advantageous terms (including price) than securities of the issuer available for purchase by nationals. In addition, certain countries may restrict or prohibit investment opportunities in issuers or industries deemed important to national interests. Such restrictions may affect the market price, liquidity and rights of securities that may be purchased by the Fund. The repatriation of both investment income and capital from certain emerging countries is subject to restrictions such as the need for governmental consents. In situations where a country restricts direct investment in securities (which may occur in certain Asian and other countries), the Fund may invest in such countries through other investment funds in such countries.
 
  Many emerging countries have experienced currency devaluations and substantial (and, in some cases, extremely high) rates of inflation. Other emerging countries have experienced economic recessions. These circumstances have had a negative effect on the economies and securities markets of such emerging countries. Economies in emerging countries generally are dependent heavily upon commodity prices and international trade and, accordingly, have been and may continue to be affected adversely by the economies of their trading partners, trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade.
 
  Many emerging countries are subject to a substantial degree of economic, political and social instability. Governments of some emerging countries are authoritarian in nature or have been installed or removed as a result of military coups, while governments in other emerging countries have periodically used force to suppress civil dissent. Disparities of wealth, the pace and success of democratization, and ethnic, religious and racial disaffection, among other factors, have also led to social unrest, violence and/or labor unrest in some emerging countries. Unanticipated political or social developments may result in sudden and significant investment losses. Investing in emerging countries involves greater risk of loss due to expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and on repatriation of capital invested. As an example, in the past some Eastern European governments have expropriated substantial amounts of private property, and many claims of the property owners have never been fully settled. There is no assurance that similar expropriations will not recur in Eastern European or other countries.
 
  The Structured International Equity Fund’s investment in emerging countries may also be subject to withholding or other taxes, which may be significant and may reduce the return from an investment in such countries to the Fund.
 
  Settlement procedures in emerging countries are frequently less developed and reliable than those in the United States and may involve the Fund’s delivery of

 
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APPENDIX A

  securities before receipt of payment for their sale. In addition, significant delays may occur in certain markets in registering the transfer of securities. Settlement or registration problems may make it more difficult for the Fund to value its portfolio securities and could cause the Fund to miss attractive investment opportunities, to have a portion of its assets uninvested or to incur losses due to the failure of a counterparty to pay for securities the Fund has delivered or the Fund’s inability to complete its contractual obligations because of theft or other reasons.
 
  The creditworthiness of the local securities firms used by a Fund in emerging countries may not be as sound as the creditworthiness of firms used in more developed countries. As a result, the Fund may be subject to a greater risk of loss if a securities firm defaults in the performance of its responsibilities.
 
  The small size and inexperience of the securities markets in certain emerging countries and the limited volume of trading in securities in those countries may make the Fund’s investments in such countries less liquid and more volatile than investments in countries with more developed securities markets (such as the United States, Japan and most Western European countries). The Fund’s investments in emerging countries are subject to the risk that the liquidity of a particular investment, or investments generally, in such countries will shrink or disappear suddenly and without warning as a result of adverse economic, market or political conditions or adverse investor perceptions, whether or not accurate. Because of the lack of sufficient market liquidity, the Fund may incur losses because it will be required to effect sales at a disadvantageous time and only then at a substantial drop in price. Investments in emerging countries may be more difficult to price precisely because of the characteristics discussed above and lower trading volumes.
 
  The Fund’s use of foreign currency management techniques in emerging countries may be limited. The Investment Adviser anticipates that a significant portion of the Funds’ currency exposure in emerging countries may not be covered by these techniques.
 
  Risks of Derivative Investments. A Fund’s transactions, if any, in options, futures, options on futures, swaps, structured securities and foreign currency transactions involve additional risk of loss. Loss can result from a lack of correlation between changes in the value of derivative instruments and the portfolio assets (if any) being hedged, the potential illiquidity of the markets for derivative instruments, or the risks arising from margin requirements and related leverage factors associated with such transactions. The use of these management techniques also involves the risk of loss if the Investment Adviser is incorrect in its expectation of fluctuations in securities prices, interest rates or currency prices. Each Fund may also invest in derivative investments for non-hedging purposes (that is, to seek to increase total

 
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  return). Investing for non-hedging purposes is considered a speculative practice and presents even greater risk of loss.
 
  Risks of Illiquid Securities. Each Fund may invest up to 15% of its net assets in illiquid securities which cannot be disposed of in seven days in the ordinary course of business at fair value. Illiquid securities include:
  n   Both domestic and foreign securities that are not readily marketable
  n   Certain stripped mortgage-backed securities
  n   Repurchase agreements and time deposits with a notice or demand period of more than seven days
  n   Certain over-the-counter options
  n   Certain structured securities and all swap transactions
  n   Certain restricted securities, unless it is determined, based upon a review of the trading markets for a specific restricted security, that such restricted security is liquid because it is so-called “4(2) commercial paper” or is otherwise eligible for resale pursuant to Rule 144A under the Securities Act of 1933 (“144A Securities”).

  Investing in 144A Securities may decrease the liquidity of a Fund’s portfolio to the extent that qualified institutional buyers become for a time uninterested in purchasing these restricted securities. The purchase price and subsequent valuation of restricted and illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists.
 
  Credit/Default Risks. Debt securities purchased by the Funds may include securities (including zero coupon bonds) issued by the U.S. government (and its agencies, instrumentalities and sponsored enterprises), foreign governments, domestic and foreign corporations, banks and other issuers. Some of these fixed-income securities are described in the next section below. Further information is provided in the Additional Statement.
 
  Debt securities rated BBB or higher by Standard & Poor’s Rating Group (“Standard & Poor’s”), Baa or higher by Moody’s Investors Service, Inc. (“Moody’s”) or having a comparable rating by another NRSRO are considered “investment grade.” Securities rated BBB or Baa are considered medium-grade obligations with speculative characteristics, and adverse economic conditions or changing circumstances may weaken their issuers’ capacity to pay interest and repay principal. A security will be deemed to have met a rating requirement if it receives the minimum required rating from at least one such rating organization even though it has been rated below the minimum rating by one or more other rating organizations, or if unrated by such rating organizations, the security is determined by the Investment Adviser to be of comparable credit quality. If a

 
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APPENDIX A

  security satisfies a Fund’s minimum rating requirement at the time of purchase and is subsequently downgraded below that rating, the Fund will not be required to dispose of the security. If a downgrade occurs, the Investment Adviser will consider what action, including the sale of the security, is in the best interest of a Fund and its shareholders.
 
  Temporary Investment Risks. Each Fund may, for temporary defensive purposes, invest a certain percentage of its total assets in:
  n   U.S. government securities
  n   Commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO
  n   Certificates of deposit
  n   Bankers’ acceptances
  n   Repurchase agreements
  n   Non-convertible preferred stocks and non-convertible corporate bonds with a remaining maturity of less than one year

  When a Fund’s assets are invested in such instruments, the Fund may not be achieving its investment objective.

   C.  Portfolio Securities and Techniques   

  This section provides further information on certain types of securities and investment techniques that may be used by the Funds, including their associated risks.
 
  The Funds may purchase other types of securities or instruments similar to those described in this section if otherwise consistent with the Fund’s investment objectives and policies. Further information is provided in the Additional Statement, which is available upon request.
 
  Convertible Securities. Each Fund may invest in convertible securities. Convertible securities are preferred stock or debt obligations that are convertible into common stock. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. Convertible securities in which a Fund invests are subject to the same rating criteria as its other investments in fixed-income securities. Convertible securities have both equity and fixed-income risk characteristics. Like all fixed-income securities, the value of convertible securities is susceptible to the risk of market losses attributable to changes in interest rates. Generally, the market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. However, when the market price of the common stock underlying a convertible security exceeds the conversion price of the convertible security, the convertible security tends to reflect

 
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  the market price of the underlying common stock. As the market price of the underlying common stock declines, the convertible security, like a fixed-income security, tends to trade increasingly on a yield basis, and thus may not decline in price to the same extent as the underlying common stock.
 
  Foreign Currency Transactions. A Fund may, to the extent consistent with its investment policies, purchase or sell foreign currencies on a cash basis or through forward contracts. A forward contract involves an obligation to purchase or sell a specific currency at a future date at a price set at the time of the contract. A Fund may engage in foreign currency transactions for hedging purposes and to seek to protect against anticipated changes in future foreign currency exchange rates. In addition, the Structured International Equity Fund may enter into such transactions to seek to increase total return, which is considered a speculative practice. The Structured International Equity Fund may also enter into foreign currency transactions to seek a closer correlation between the Fund’s overall currency exposures and the currency exposures of the Fund’s performance benchmark.
 
  The Funds may also engage in cross-hedging by using forward contracts in a currency different from that in which the hedged security is denominated or quoted. A Fund may hold foreign currency received in connection with investments in foreign securities when, in the judgment of the Investment Adviser, it would be beneficial to convert such currency into U.S. dollars at a later date ( e.g. , the Investment Adviser may anticipate the foreign currency to appreciate against the U.S. dollar).
 
  Currency exchange rates may fluctuate significantly over short periods of time, causing, along with other factors, a Fund’s NAV to fluctuate (when the Fund’s NAV fluctuates, the value of your shares may go up or down). Currency exchange rates also can be affected unpredictably by the intervention of U.S. or foreign governments or central banks, or the failure to intervene, or by currency controls or political developments in the United States or abroad.
 
  The market in forward foreign currency exchange contracts, currency swaps and other privately negotiated currency instruments offers less protection against defaults by the other party to such instruments than is available for currency instruments traded on an exchange. Such contracts are subject to the risk that the counterparty to the contract will default on its obligations. Since these contracts are not guaranteed by an exchange or clearinghouse, a default on a contract would deprive a Fund of unrealized profits, transaction costs or the benefits of a currency hedge or could force the Fund to cover its purchase or sale commitments, if any, at the current market price.

 
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APPENDIX A

  Structured Securities. Each Fund may invest in structured securities. Structured securities are securities whose value is determined by reference to changes in the value of specific currencies, interest rates, commodities, indices or other financial indicators (the “Reference”) or the relative change in two or more References.
 
  The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference. Structured securities may be positively or negatively indexed, so that appreciation of the Reference may produce an increase or decrease in the interest rate or value of the security at maturity. In addition, changes in the interest rates or the value of the security at maturity may be a multiple of changes in the value of the Reference. Consequently, structured securities may present a greater degree of market risk than many types of securities and may be more volatile, less liquid and more difficult to price accurately than less complex securities.
 
  REITs. Each Fund may invest in REITs. REITs are pooled investment vehicles that invest primarily in either real estate or real estate related loans. The value of a REIT is affected by changes in the value of the properties owned by the REIT or securing mortgage loans held by the REIT. REITs are dependent upon the ability of the REITs’ managers, and are subject to heavy cash flow dependency, default by borrowers and the qualification of the REITs under applicable regulatory requirements for favorable income tax treatment. REITs are also subject to risks generally associated with investments in real estate including possible declines in the value of real estate, general and local economic conditions, environmental problems and changes in interest rates. To the extent that assets underlying a REIT are concentrated geographically, by property type or in certain other respects, these risks may be heightened. A Fund will indirectly bear its proportionate share of any expenses, including management fees, paid by a REIT in which it invests.
 
  Options on Securities, Securities Indices and Foreign Currencies. A put option gives the purchaser of the option the right to sell, and the writer (seller) of the option the obligation to buy, the underlying instrument during the option period. A call option gives the purchaser of the option the right to buy, and the writer (seller) of the option the obligation to sell, the underlying instrument during the option period. Each Fund may write (sell) covered call and put options and purchase put and call options on any securities in which the Fund may invest or on any securities index consisting of securities in which it may invest. A Fund may also, to the extent consistent with its investment policies, purchase and sell (write) put and call options on foreign currencies.
 
  The writing and purchase of options is a highly specialized activity which involves special investment risks. Options may be used for either hedging or cross-hedging purposes, or to seek to increase total return (which is considered a speculative

 
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  activity). The successful use of options depends in part on the ability of the Investment Adviser to manage future price fluctuations and the degree of correlation between the options and securities (or currency) markets. If the Investment Adviser is incorrect in its expectation of changes in market prices or determination of the correlation between the instruments or indices on which options are written and purchased and the instruments in a Fund’s investment portfolio, the Fund may incur losses that it would not otherwise incur. The use of options can also increase a Fund’s transaction costs. Options written or purchased by the Funds may be traded on U.S. exchanges or (in the case of the Structured International Equity Fund) foreign exchanges or over-the-counter. Foreign and over-the-counter options will present greater possibility of loss because of their greater illiquidity and credit risks.
 
  Futures Contracts and Options on Futures Contracts. Futures contracts are standardized, exchange-traded contracts that provide for the sale or purchase of a specified financial instrument or currency at a future time at a specified price. An option on a futures contract gives the purchaser the right (and the writer of the option the obligation) to assume a position in a futures contract at a specified exercise price within a specified period of time. A futures contract may be based on a particular securities index. The Structured International Equity Fund may also purchase and sell futures contracts based on various securities, foreign currencies and other financial instruments and indices. The Funds may engage in futures transactions on U.S. exchanges and the Structured International Equity Fund may engage in transactions on foreign exchanges.
 
  Each Fund may purchase and sell futures contracts, and purchase and write call and put options on futures contracts, in order to seek to increase total return or to hedge against changes in securities prices or, to the extent a Fund invests in foreign securities, currency exchange rates. Each Fund may also enter into closing purchase and sale transactions with respect to such contracts and options. The Trust, on behalf of each Fund, has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act, and therefore is not subject to registration or regulation as a pool operator under that Act with respect to the Funds.
 
  Futures contracts and related options present the following risks:

  n   While a Fund may benefit from the use of futures and options on futures, unanticipated changes in securities prices or currency exchange rates may result in poorer overall performance than if the Fund had not entered into any futures contracts or options transactions.
 
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APPENDIX A

  n   Because perfect correlation between a futures position and a portfolio position that is intended to be protected is impossible to achieve, the desired protection may not be obtained and a Fund may be exposed to additional risk of loss.
  n   The loss incurred by a Fund in entering into futures contracts and in writing call options on futures is potentially unlimited and may exceed the amount of the premium received.
  n   Futures markets are highly volatile and the use of futures may increase the volatility of a Fund’s NAV.
  n   As a result of the low margin deposits normally required in futures trading, a relatively small price movement in a futures contract may result in substantial losses to a Fund.
  n   Futures contracts and options on futures may be illiquid, and exchanges may limit fluctuations in futures contract prices during a single day.
  n   Foreign exchanges may not provide the same protection as U.S. exchanges.

  Equity Swaps. Each Fund may invest in equity swaps. Equity swaps allow the parties to a swap agreement to exchange the dividend income or other components of return on an equity investment (for example, a group of equity securities or an index) for a component of return on another non-equity or equity investment.
 
  An equity swap may be used by a Fund to invest in a market without owning or taking physical custody of securities in circumstances in which direct investment may be restricted for legal reasons or is otherwise deemed impractical or disadvantageous. Equity swaps are derivatives and their value can be very volatile. To the extent that the Investment Adviser does not accurately analyze and predict the potential relative fluctuation of the components swapped with another party, a Fund may suffer a loss, which may be substantial. The value of some components of an equity swap (such as the dividends on a common stock) may also be sensitive to changes in interest rates. Furthermore, a Fund may suffer a loss if the counterparty defaults. Because equity swaps are normally illiquid, a Fund may be unable to terminate its obligations when desired.
 
  When-Issued Securities and Forward Commitments. Each Fund may purchase when-issued securities and make contracts to purchase or sell securities for a fixed price at a future date beyond customary settlement time. When-issued securities are securities that have been authorized, but not yet issued. When-issued securities are purchased in order to secure what is considered to be an advantageous price or yield to the Fund at the time of entering into the transaction. A forward commitment involves the entering into a contract to purchase or sell securities for a fixed price at a future date beyond the customary settlement period.
 
  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

 
65


 

  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, a Fund may dispose of when-issued securities or forward commitments prior to settlement if the Investment Adviser deems it appropriate.
 
  Repurchase Agreements. Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. Each Fund may enter into repurchase agreements with securities dealers and banks which furnish collateral at least equal in value or market price to the amount of their repurchase obligation.
 
  If the other party or “seller” defaults, a Fund might 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 bankruptcy of the seller, a Fund could suffer additional losses if a court determines that the Fund’s interest in the collateral is not enforceable.
 
  Certain Funds, together with other registered investment companies having advisory agreements with the Investment Adviser or any of its affiliates, may transfer uninvested cash balances into a single joint account, the daily aggregate balance of which will be invested in one or more repurchase agreements.
 
  Lending of Portfolio Securities. Each Fund may engage in securities lending. Securities lending involves the lending of securities owned by a Fund to financial institutions such as certain broker-dealers including, as permitted by the SEC, Goldman Sachs. The borrowers are required to secure their loans continuously with cash, cash equivalents, U.S. government securities or letters of credit in an amount at least equal to the market value of the securities loaned. Cash collateral may be invested by a Fund in short-term investments, including unregistered investment pools managed by the Investment Adviser or its affiliates and from which the Investment Adviser or its affiliates may receive fees. To the extent that cash collateral is so invested, such collateral will be subject to market depreciation or appreciation, and a Fund will be responsible for any loss that might result from its investment of the borrowers’ collateral. If the Investment Adviser determines to make securities loans, the value of the securities loaned may not exceed 33 1/3% of the value of the total assets of a Fund (including the loan collateral). Loan collateral (including any investment of the collateral) is not subject to the percentage limitations described elsewhere in this Prospectus regarding investments in fixed-income securities and cash equivalents.

 
66


 

APPENDIX A

  A Fund may lend its securities to increase its income. A Fund may, however, experience delay in the recovery of its securities or incur a loss if the institution with which it has engaged in a portfolio loan transaction breaches its agreement with the Fund or becomes insolvent.
 
  Preferred Stock, Warrants and Rights. Each Fund may invest in preferred stock, warrants and rights. Preferred stocks are securities that represent an ownership interest providing the holder with claims on the issuer’s earnings and assets before common stock owners but after bond owners. Unlike debt securities, the obligations of an issuer of preferred stock, including dividend and other payment obligations, may not typically be accelerated by the holders of such preferred stock on the occurrence of an event of default or other non-compliance by the issuer of the preferred stock.
 
  Warrants and other rights are options to buy a stated number of shares of common stock at a specified price at any time during the life of the warrant or right. The holders of warrants and rights have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer.
 
  Other Investment Companies. Each Fund may invest in securities of other investment companies (including exchange-traded funds such as SPDRs and iShares SM , as defined below) subject to statutory limitations prescribed by the Investment Company Act of 1940. These limitations include a prohibition on any Fund acquiring more than 3% of the voting shares of any other investment company, and a prohibition on investing more than 5% of a Fund’s total assets in securities of any one investment company or more than 10% of its total assets in securities of all investment companies. A Fund will indirectly bear its proportionate share of any management fees and other expenses paid by such other investment companies. Although the Funds do not expect to do so in the foreseeable future, each Fund is authorized to invest substantially all of its assets in a single open-end investment company or series thereof that has substantially the same investment objective, policies and fundamental restrictions as the Fund. Pursuant to an exemptive order obtained from the SEC, other investment companies in which a Fund may invest include money market funds which the Investment Adviser or any of its affiliates serves as investment adviser, administrator or distributor.
 
  Exchange-traded funds such as SPDRs and iShares SM are shares of unaffiliated investment companies which are traded like traditional equity securities on a national securities exchange or the NASDAQ ® National Market System.

  n   Standard & Poor’s Depositary Receipts™. The Funds may, consistent with their investment policies, purchase Standard & Poor’s Depositary Receipts™ (“SPDRs”). SPDRs are securities traded on an exchange that represent
 
67


 

  ownership in the SPDR Trust, a trust which has been established to accumulate and hold a portfolio of common stocks that is intended to track the price performance and dividend yield of the S&P 500 ® . SPDRs may be used for several reasons, including, but not limited to, facilitating the handling of cash flows or trading, or reducing transaction costs. The price movement of SPDRs may not perfectly parallel the price action of the S&P 500 ® .
 
  n   iShares SM . iShares are shares of an investment company that invests substantially all of its assets in securities included in specified indices, including the MSCI indices for various countries and regions. The market prices of iShares are expected to fluctuate in accordance with both changes in the NAVs of their underlying indices and supply and demand of iShares on an exchange. However, iShares have a limited operating history and information is lacking regarding the actual performance and trading liquidity of iShares for extended periods or over complete market cycles. In addition, there is no assurance that the requirements of the exchange necessary to maintain the listing of iShares will continue to be met or will remain unchanged. In the event substantial market or other disruptions affecting iShares occur in the future, the liquidity and value of a Fund’s shares could also be substantially and adversely affected. If such disruptions were to occur, a Fund could be required to reconsider the use of iShares as part of its investment strategy.

  Unseasoned Companies. Each Fund may invest in companies which (together with their predecessors) have operated less than three years. The securities of such companies may have limited liquidity, which can result in their being priced higher or lower than might otherwise be the case. In addition, investments in unseasoned companies are more speculative and entail greater risk than do investments in companies with an established operating record.
 
  Corporate Debt Obligations. Corporate debt obligations include bonds, notes, debentures, commercial paper and other obligations of corporations to pay interest and repay principal. Each Fund may invest in corporate debt obligations issued by U.S. and certain non-U.S. issuers which issue securities denominated in the U.S. dollar (including Yankee and Euro obligations). In addition to obligations of corporations, corporate debt obligations include securities issued by banks and other financial institutions and supranational entities ( i.e. , the World Bank, the International Monetary Fund, etc.).
 
  Bank Obligations. Each Fund may invest in obligations issued or guaranteed by U.S. or foreign banks. Bank obligations, including without limitation, time deposits, bankers’ acceptances and certificates of deposit, may be general obligations of the parent bank or may be limited to the issuing branch by the terms of the specific obligations or by government regulations. Banks are subject to extensive but

 
68


 

APPENDIX A

  different governmental regulations which may limit both the amount and types of loans which may be made and interest rates which may be charged. In addition, the profitability of the banking industry is largely dependent upon the availability and cost of funds for the purpose of financing lending operations under prevailing money market conditions. General economic conditions as well as exposure to credit losses arising from possible financial difficulties of borrowers play an important part in the operation of this industry.
 
  U.S. Government Securities. Each Fund may invest in U.S. Government Securities. U.S. Government Securities include U.S. Treasury obligations and obligations issued or guaranteed by U.S. government agencies, instrumentalities or sponsored enterprises. U.S. Government Securities may be supported by (a) the full faith and credit of the U.S. Treasury; (b) the right of the issuer to borrow from the U.S. Treasury; (c) the discretionary authority of the U.S. government to purchase certain obligations of the issuer; or (d) only the credit of the issuer. U.S. Government Securities also include Treasury receipts, zero coupon bonds and other stripped U.S. Government Securities, where the interest and principal components of stripped U.S. Government Securities are traded independently.
 
  Custodial Receipts and Trust Certificates. Each Fund may invest in custodial receipts and trust certificates representing interests in securities held by a custodian or trustee. The securities so held may include U.S. Government Securities or other types of securities in which a Fund may invest. The custodial receipts or trust certificates may evidence ownership of future interest payments, principal payments or both on the underlying securities, or, in some cases, the payment obligation of a third party that has entered into an interest rate swap or other arrangement with the custodian or trustee. For certain securities laws purposes, custodial receipts and trust certificates may not be considered obligations of the U.S. government or other issuer of the securities held by the custodian or trustee. If for tax purposes a Fund is not considered to be the owner of the underlying securities held in the custodial or trust account, the Fund may suffer adverse tax consequences. As a holder of custodial receipts and trust certificates, a Fund will bear its proportionate share of the fees and expenses charged to the custodial account or trust. Each Fund may also invest in separately issued interests in custodial receipts and trust certificates.
 
  Borrowings. Each Fund can borrow money from banks and other financial institutions in amounts not exceeding one-third of its total assets for temporary or emergency purposes. A Fund may not make additional investments if borrowings exceed 5% of its total assets.

 
69


 

 
  Appendix B
Financial Highlights
 
  The financial highlights tables are intended to help you understand a Fund’s financial performance for the past five years (or less if the Fund has not been in operation for five years). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions). The information has been audited by PricewaterhouseCoopers LLC, whose report, along with a Fund’s financial statements, is included in the Funds’ annual report (available upon request).

STRUCTURED LARGE CAP VALUE FUND

                                           
Structured Large Cap Value Fund—Service Shares

For the Year Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 11.18     $ 9.50     $ 8.74     $ 10.31     $ 10.81  
   
Income (loss) from investment operations
                                       
Net investment income (loss) a
    0.11 %     0.03       0.09       0.07       0.06  
Net realized and unrealized gain (loss)
    1.77       1.76       0.74       (1.58 )     (0.42 )
   
 
Total from investment operations
    1.88       1.79       0.83       (1.51 )     (0.36 )
   
Distributions to shareholders
                                       
From net investment income
    (0.08 )     (0.11 )     (0.07 )     (0.06 )     (0.08 )
From net realized gains
    (0.25 )                       (0.06 )
   
 
Total distributions
    (0.33 )     (0.11 )     (0.07 )     (0.06 )     (0.14 )
   
Net asset value, end of year
  $ 12.73     $ 11.18     $ 9.50     $ 8.74     $ 10.31  
   
Total return b
    17.06 %     18.89 %     9.58 %     (14.70 )%     (3.43 )%
Net assets, end of year (in 000s)
  $ 799     $ 487     $ 327     $ 281     $ 56  
Ratio of net expenses to average net assets
    1.20 %     1.20 %     1.21 %     1.21 %     1.20 %
Ratio of net investment income (loss) to average net assets
    0.87 %     0.84 %     1.02 %     0.72 %     0.52 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average
net assets
    1.24 %     1.25 %     1.32 %     1.30 %     1.27 %
Ratio of net investment income (loss) to average net assets
    0.83 %     0.79 %     0.91 %     0.63 %     0.45 %
Portfolio turnover rate
    132 %     154 %     102 %     112 %     70 %

See page 75 for all footnotes.

 
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APPENDIX B

STRUCTURED U.S. EQUITY FUND

                                           
Structured U.S. Equity Fund—Service Shares

For the Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 25.60     $ 22.40     $ 20.03     $ 24.15     $ 36.54  
   
Income (loss) from investment operations
                                       
Net investment income (loss) a
    0.23 c     0.08       0.07       0.02       (0.01 )
Net realized and unrealized gain (loss)
    3.25       3.19       2.30       (4.14 )     (8.91 )
   
 
Total from investment operations
    3.48       3.27       2.37       (4.12 )     (8.92 )
   
Distributions to shareholders
                                       
From net investment income
    (0.20 )     (0.07 )                 (0.01 )
From net realized gains
                            (3.46 )
   
 
Total distributions
    (0.20 )     (0.07 )                 (3.47 )
   
Net asset value, end of year
  $ 28.88     $ 25.60     $ 22.40     $ 20.03     $ 24.15  
   
Total return b
    13.61 %     14.60 %     11.83 %     (17.06 )%     (26.02 )%
Net assets, end of year (in 000s)
  $ 10,328     $ 9,215     $ 7,717     $ 6,484     $ 8,319  
Ratio of net expenses to average net assets
    1.15 %     1.23 %     1.25 %     1.24 %     1.24 %
Ratio of net investment income (loss) to average net assets
    0.84 % c     0.33 %     0.34 %     0.09 %     (0.05 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.25 %     1.35 %     1.36 %     1.34 %     1.33 %
Ratio of net investment income (loss) to average net assets
    0.74 % c     0.21 %     0.23 %     (0.01 )%     (0.14 )%
Portfolio turnover rate
    142 %     112 %     74 %     74 %     54 %

See page 75 for all footnotes.

 
71


 

STRUCTURED LARGE CAP GROWTH FUND

                                           
Structured Large Cap Growth Fund—Service Shares

For the Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 11.04     $ 10.26     $ 9.01     $ 11.45     $ 22.55  
   
Income (loss) from investment operations
                                       
Net investment income (loss) a
    0.04 d     (0.02 )     (0.02 )     (0.04 )     (0.10 )
Net realized and unrealized gain (loss)
    1.35 e     0.80       1.27       (2.36 )     (9.93 )
   
 
Total from investment operations
    1.39       0.78       1.25       (2.40 )     (10.03 )
   
Distributions to shareholders
                                       
From net investment income
                             
From net realized gains
                      (0.04 )     (1.07 )
   
 
Total distributions
                      (0.04 )     (1.07 )
   
Net asset value, end of year
  $ 12.43     $ 11.04     $ 10.26     $ 9.01     $ 11.45  
   
Total return b
    12.59 % f     7.60 %     13.87 %     (21.06 )%     (46.05 )%
Net assets, end of year (in 000s)
  $ 227     $ 361     $ 410     $ 409     $ 1,316  
Ratio of net expenses to average net assets
    1.21 %     1.25 %     1.28 %     1.27 %     1.26 %
Ratio of net investment income (loss) to average net assets
    0.38 % d     (0.20 )%     (0.17 )%     (0.41 )%     (0.68 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.34 %     1.39 %     1.41 %     1.37 %     1.34 %
Ratio of net investment income (loss) to average net assets
    0.25 % d     (0.34 )%     (0.30 )%     (0.51 )%     (0.76 )%
Portfolio turnover rate
    146 %     149 %     119 %     113 %     68 %

See page 75 for all footnotes.

 
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APPENDIX B

STRUCTURED SMALL CAP EQUITY FUND

                                           
Structured Small Cap Equity Fund— Service Shares

For the Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 12.13     $ 11.53     $ 9.30     $ 10.55     $ 12.87  
   
Income (loss) from investment operations
                                       
Net investment income (loss) a
    (0.03 )     (0.05 )     0.01       0.01       —  g  
Net realized and unrealized gain (loss)
    2.99       1.36       2.22       (0.84 )     (1.12 )
   
 
Total from investment operations
    2.96       1.31       2.23       (0.83 )     (1.12 )
   
Distributions to shareholders
                                       
From net investment income
          (0.02 )           (0.02 )      
From net realized gains
    (0.69 )     (0.69 )           (0.40 )     (1.20 )
   
 
Total distributions
    (0.69 )     (0.71 )           (0.42 )     (1.20 )
   
Net asset value, end of year
  $ 14.40     $ 12.13     $ 11.53     $ 9.30     $ 10.55  
   
Total return b
    24.86 %     11.79 %     23.87 %     (8.27 )%     (8.75 )%
Net assets, end of period (in 000s)
  $ 38,412     $ 42,618     $ 40,775     $ 28,999     $ 201  
Ratio of net expenses to average net assets
    1.43 %     1.43 %     1.44 %     1.44 %     1.43 %
Ratio of net investment income (loss) to average net assets
    (0.26 )%     (0.40 )%     0.15 %     0.15 %     0.03 %
Ratios assuming no expense reductions
                                       
Ratio of expenses to average net assets
    1.51 %     1.53 %     1.62 %     1.68 %     1.69 %
Ratio of net investment income (loss) to average net assets
    (0.34 )%     (0.50 )%     (0.03 )%     (0.09 )%     (0.23 )%
Portfolio turnover rate
    149 %     153 %     149 %     136 %     85 %

See page 75 for all footnotes.

 
73


 

  STRUCTURED INTERNATIONAL EQUITY FUND
                                           
Structured International Equity Fund—Service Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 9.54     $ 7.70     $ 7.39     $ 8.41     $ 11.36  
   
Income (loss) from investment operations
                                       
Net investment income a
    0.29       0.15       0.10       0.05       0.02  
Net realized and unrealized gain (loss)
    1.98       1.77       0.27       (1.07 )     (2.36 )
   
 
Total from investment operations
    2.27       1.92       0.37       (1.02 )     (2.34 )
   
Distributions to shareholders
                                       
From net investment income
    (0.08 )     (0.08 )     (0.06 )           (0.06 )
From net realized gains
                            (0.55 )
   
 
Total distributions
    (0.08 )     (0.08 )     (0.06 )           (0.61 )
   
Net asset value, end of year
  $ 11.73     $ 9.54     $ 7.70     $ 7.39     $ 8.41  
   
Total return b
    23.93       25.08 %     5.14 %     (12.13 )%     (21.37 )%
Net assets, end of year (in 000s)
  $ 22,429     $ 144     $ 31     $ 18     $ 21  
Ratio of net expenses to average net assets
    1.49 %     1.51 %     1.52 %     1.52 %     1.51 %
Ratio of net investment income to average net assets
    2.33 %     1.55 %     1.45 %     0.60 %     0.21 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.50 %     1.60 %     1.69 %     1.67 %     1.62 %
Ratio of net investment income to average net assets
    2.32 %     1.46 %     1.28 %     0.45 %     0.10 %
Portfolio turnover rate
    73 %     99 %     122 %     115 %     93 %

See page 75 for all footnotes.

 
74


 

APPENDIX B

Footnotes:

a
Calculated based on the average shares outstanding methodology.
b
Assumes investment at the net asset value at the beginning of the period, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the period and no sales or redemption charges. Total return would be reduced if a sales or redemption charge were taken into account. Total returns for periods less than one full year are not annualized. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
c
Reflects income recognized from a special dividend which amounted to $0.10 per share and 0.37% of average net assets.
d
Reflects income recognized from a special dividend which amounted to $0.03 per share and 0.30% of average net assets.
e
Reflects an increase of $0.01 due to payments by affiliates during the period to reimburse certain security claims.
f
Performance has not been restated to reflect the impact of security claims recorded during the period. If restated, the performance would have been 12.50% for Service Shares.
g
Less than $0.005 per share.
 
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  Index
         
    1 General Investment Management Approach
 
    4 Fund Investment Objectives and Strategies
    4   Goldman Sachs Structured Large Cap Value Fund
    6   Goldman Sachs Structured U.S. Equity Fund
    7   Goldman Sachs Structured Large Cap Growth Fund
    9   Goldman Sachs Structured Small Cap Equity Fund
    10   Goldman Sachs Structured International Equity Fund
 
    12 Other Investment Practices and Securities
 
    14 Principal Risks of the Funds
 
    18 Fund Performance
 
    24 Fund Fees and Expenses
 
    28 Service Providers
 
    35 Dividends
 
    36 Shareholder Guide
    36   How To Buy Shares
    41   How To Sell Shares
 
    50 Taxation
 
    53 Appendix A
     Additional Information on
     Portfolio Risks, Securities
     and Techniques
 
    70 Appendix B
     Financial Highlights


 

 
  Structured Equity Funds
Prospectus
(Service Shares)

   FOR MORE INFORMATION   

  Annual/ Semi-annual Report
  Additional information about the Funds’ investments is available in the Funds’ annual and semi-annual reports to shareholders. In the Funds’ annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during the last fiscal year. A discussion regarding the basis for the Board of Trustees’ approval of the Management Agreement for the Funds is available in the Funds’ annual report dated August 31, 2005.
 
  Statement of Additional Information
  Additional information about the Funds and their policies is also available in the Funds’ Additional Statement. The Additional Statement is incorporated by reference into this Prospectus (is legally considered part of this Prospectus).
 
  The Funds’ annual and semi-annual reports, and the Additional Statement, are available free upon request by calling Goldman Sachs at 1-800-621-2550. You can also access and download the annual and semi-annual reports and the Additional Statement at the Funds’ website: http://www.gs.com/funds.
 
  To obtain other information and for shareholder inquiries:

     
     n  By telephone:
  1-800-621-2550
     n  By mail:
  Goldman Sachs Funds, 71 S. Wacker Dr., Suite 500
Chicago, IL 60606
     n  By e-mail:
  gs-funds@gs.com
     n  On the Internet:
  SEC EDGAR database – http://www.sec.gov
Goldman Sachs – http://www.gs.com/funds

  You may review and obtain copies of Fund documents (including the Additional Statement) by visiting the SEC’s public reference room in Washington, D.C. You may also obtain copies of Fund documents, after paying a duplicating fee, by writing to the SEC’s Public Reference Section, Washington, D.C. 20549-0102 or by electronic request to: publicinfo@sec.gov. Information on the operation of the public reference room may be obtained by calling the SEC at (202) 942-8090.

The Funds’ investment company registration number is 811-5349.

CORE SM is a service mark of Goldman, Sachs & Co.
GSAM ® is a registered service mark of Goldman, Sachs & Co.

STRUCTPROSVC

(GOLDMAN SACHS LOGO)


 

Prospectus
  Class A, B
and C Shares
 
  December 29, 2005

 GOLDMAN SACHS INTERNATIONAL EQUITY FUNDS
     
(GRAPHIC)
  n  Goldman Sachs International Equity Fund

n
 Goldman Sachs European Equity Fund

n
 Goldman Sachs Japanese Equity Fund

n
 Goldman Sachs International Small Cap Fund

n
 Goldman Sachs Emerging Markets Equity Fund

n
 Goldman Sachs Asia Equity Fund

 
  THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
 
  AN INVESTMENT IN A FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN A FUND INVOLVES INVESTMENT RISKS, AND YOU MAY LOSE MONEY IN A FUND.
 
(GOLDMAN SACHS LOGO)


 

         

NOT FDIC-INSURED   May Lose Value   No Bank Guarantee


 

 
  General Investment
Management Approach
 
  Goldman Sachs Asset Management International (“GSAMI”) serves as investment adviser to International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and Asia Equity Funds. GSAMI is referred to in this Prospectus as the “Investment Adviser.”

   ACTIVE INTERNATIONAL STYLE FUNDS   

  GSAMI’s Active International Investment Philosophy:

     
    Belief How the Investment Adviser Acts on Belief

n  Equity markets are inefficient
  Seeks excess return through team driven, research intensive and bottom-up stock selection.
 
n  Corporate fundamentals
 ultimately drive share price
  Seeks to conduct rigorous, first-hand research of business and company management.
 
n  A business’ intrinsic value
 will be achieved over time
  Seeks to realize value through a long-term investment horizon.
 
n  Portfolio risk must be carefully
 analyzed and monitored
  Seeks to systematically monitor and manage risk through diversification and multifactor risk models.

  The Investment Adviser attempts to manage risk in these Funds through disciplined portfolio construction and continual portfolio review and analysis. As a result, bottom-up stock selection, driven by fundamental research, should be a main driver of returns.

  References in this Prospectus to a Fund’s benchmark are for informational purposes only, and unless otherwise noted are not an indication of how a particular Fund is managed.
 
1


 

 
  Fund Investment Objectives
and Strategies
 
  Goldman Sachs
International Equity Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  MSCI ® EAFE ® Index (unhedged)
Investment Focus:
  Equity investments in companies organized outside the United States or whose securities are principally traded outside the United States
Investment Style:
  Active International
Symbols:
  Class A: GSIFX; Class B: GSEBX; Class C: GSICX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation. The Fund seeks this objective by investing in the stocks of leading companies within developed and emerging countries around the world, outside the U.S.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, substantially all, and at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) 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 intends to invest in companies with public stock market capitalizations that are larger than $500 million at the time of investment.
 
  The Fund may allocate its assets among countries as determined by the Investment Adviser from time to time provided that the Fund’s assets are invested in at least three foreign countries.
 
  The Fund expects to invest a substantial portion of its assets in the securities of issuers located in the developed countries of Western Europe and in Japan. From time to time, the Fund’s investments in a particular developed country may exceed 25% of its investment portfolio. In addition, the Fund may also invest in the securities of issuers located in Australia, Canada, New Zealand and in emerging

*   To the extent required by Securities and Exchange Commission (“SEC”) regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
2


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

countries. Currently, emerging countries include, among others, most Latin and South American, African, Asian and Eastern European nations.

  Other.  The Fund may also invest up to 20% of its Net Assets in fixed-income securities, such as government, corporate and bank debt obligations.

 
3


 

 
  Goldman Sachs
European Equity Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  MSCI ® Europe Index (unhedged)
Investment Focus:
  Equity investments in European issuers
Investment Style:
  Active International
Symbols:
  Class A: GSEAX; Class B: GSUBX; Class C: GSUCX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation. The Fund seeks this objective by investing primarily large-cap European stocks.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, substantially all, and at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in European issuers.* Because of its focus, the Fund will be more susceptible to European economic, market, political and local risks than a fund that is more geographically diversified.
 
  A European issuer is a company that either:
  n   Has a class of its securities whose principal securities market is in one or more European countries;
  n   Is organized under the laws of, or has a principal office in, a European country;
  n   Derives 50% or more of its total revenue from goods produced, sales made or services provided in one or more European countries; or
  n   Maintains 50% or more of its assets in one or more European countries.

  The Fund may allocate its assets among different countries as determined by the Investment Adviser from time to time, provided that the Fund’s assets are invested

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
4


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

  in at least three European countries. It is currently anticipated that a majority of the Fund’s assets will be invested in the equity securities of large-cap companies located in the developed countries of Western Europe. From time to time, the Fund’s investments in a particular developed country may exceed 25% of its investment portfolio. In addition, the Fund may invest, without limit, in mid-cap companies and small-cap companies, as well as companies located in emerging countries in Eastern European nations, including the states that formerly comprised the Soviet Union and Yugoslavia.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in equity investments in issuers located in non-European countries including emerging countries located in Latin and South America, Africa and Asia, and in fixed-income securities, such as government, corporate and bank debt obligations.

 
5


 

 
  Goldman Sachs
Japanese Equity Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  Tokyo Price Index (“TOPIX”) (unhedged)
Investment Focus:
  Equity investments in Japanese issuers
Investment Style:
  Active International
Symbols:
  Class A: GSJAX; Class B: GSJBX; Class C: GSJCX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation. The Fund seeks this objective by investing primarily in Japanese issuers.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, substantially all, and at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in Japanese issuers.*
 
  A Japanese issuer is a company that either:
  n   Has a class of its securities whose principal securities market is in Japan;
  n   Is organized under the laws of, or has a principal office in, Japan;
  n   Derives 50% or more of its total revenue from goods produced, sales made or services provided in Japan; or
  n   Maintains 50% or more of its assets in Japan.

  The Fund’s concentration in Japanese issuers will expose it to the risks of adverse social, political and economic events which occur in Japan or affect the Japanese markets. These risks, some of which are discussed briefly below, may adversely affect the ability of the Fund to achieve its investment objective.

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
6


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

  Japan’s economy grew substantially after World War II. More recently, however, Japan’s economic growth has been substantially below the level of earlier decades. In recent years, Japan has experienced stagnant consumer demand, higher unemployment and deflationary pressures. In response to these conditions, Japan has attempted to implement changes regarding high wages and taxes, currency valuations, structural rigidities, political reform and the deregulation of its economy. Although real gross domestic product in 2004 was positive, progress on these reforms has not been fast.
 
  Japan’s economy is heavily dependent upon international trade, and is especially sensitive to trade barriers and disputes. In particular, Japan relies on large imports of agricultural products, raw materials and fuels. A substantial rise in world oil or commodity prices, or a fall-off in Japan’s manufactured exports, could be expected to affect Japan’s economy adversely. Japan’s banking industry and, more generally, the Japanese economy have suffered from non-performing loans, low real estate values and lower valuations of securities holdings. Many Japanese banks have required public funds to avert insolvency. In 2003, to help Japanese banks shed their non-performing loans, Japan’s Financial Services Agency established the Industrial Revitalization Corporation Japan (“IRCJ”) to assist in cleaning up the non-performing loans of the Japanese banking sector. The IRCJ is modeled after the Resolution Trust Corporation which was created in the United States to address the savings and loans crisis. Recent economic performance has shown improvements with positive GDP growth and reduction in non-performing loans since 2002.
 
  The common stock of many Japanese companies has historically traded at high price-to-earnings ratios. Differences in accounting methods, interest rates and inflation have made it difficult to make comparisons with other companies in different countries. Since the stock market’s peak in the 1980’s and its subsequent decline, the valuation of Japanese issuers became more comparable to issuers of other countries, especially the United States. Japan has been also well-known for its high degree of cross-holdings between banks and corporations, which has sometimes distorted the supply and demand of certain stocks. Recently, however, the degree of such cross-holdings has begun to diminish.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in equity investments in non-Japanese issuers and in fixed-income securities, such as government, corporate and bank debt obligations.

 
7


 

 
  Goldman Sachs
International Small Cap Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  MSCI ® EAFE ® Small Cap Index (unhedged)
Investment Focus:
  Small-cap foreign equity investments
Investment Style:
  Active International
Symbols:
  Class A: GISAX; Class B: GISBX; Class C: GISCX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation. The Fund seeks this objective by investing primarily in the equity securities of small companies around the world, outside the U.S.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in non-U.S. small-cap companies.* These are companies:
  n   With public stock market capitalizations (based upon shares available for trading on an unrestricted basis) within $100 million and $4 billion, at the time of investment; and
  n   That are organized outside the United States or whose securities are principally traded outside the United States.

  The Fund seeks to achieve its investment objective by investing in issuers that are considered by the Investment Adviser to be strategically positioned for long-term growth.
 
  The Fund may allocate its assets among countries as determined by the Investment Adviser from time to time provided that the Fund’s assets are invested in at least three foreign countries. The Fund expects to invest a substantial portion of its assets in securities of companies in the developed countries of Western Europe, Japan and Asia. From time to time, the Fund’s investments in a particular developed country may exceed 25% of its investment portfolio. In addition, the

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
8


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

  Fund may invest in the securities of issuers located in Australia, Canada, New Zealand and in emerging countries. Currently, emerging countries include, among others, most Latin and South American, African, Asian and Eastern European nations.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in equity investments in companies with public stock market capitalizations outside the market capitalization range stated above at the time of investment and in fixed-income securities, such as government, corporate and bank debt obligations. If the market capitalization of a company held by the Fund moves outside the range stated above, the Fund may, consistent with its investment objective, continue to hold the security.
 
  As of August 31, 2005, 26.6% of the Fund was invested in issuers located in Japan. For more information about the risks of investing in Japan, see “Goldman Sachs Japanese Equity Fund — Principal Investment Strategies.”

 
9


 

 
  Goldman Sachs
Emerging Markets Equity Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  MSCI ® Emerging Markets Index
Investment Focus:
  Equity investments in emerging country issuers
Investment Style:
  Active International
Symbols:
  Class A: GEMAX; Class B: GEMBX; Class C: GEMCX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation. The Fund seeks this objective by investing primarily in the equity securities of emerging country issuers.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, substantially all, and at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in emerging country issuers.* The Investment Adviser may consider classifications by the World Bank, the International Finance Corporation or the United Nations and its agencies in determining whether a country is emerging or developed. Currently, emerging countries include, among others, most Latin and South American, African, Asian and Eastern European nations. The Investment Adviser currently intends that the Fund’s investment focus will be in the following emerging countries as well as any other emerging country to the extent that foreign investors are permitted by applicable law to make such investments:

                 
n  Argentina
n
 Brazil
n
 Chile
n
 China
n
 Columbia
n
 Czech Republic
  n  Egypt
n
 Hungary
n
 India
n
 Indonesia
n
 Israel
n
 Jordan
  n  Korea
n
 Malaysia
n
 Mexico
n
 Morocco
n
 Pakistan
  n  Peru
n
 Philippines
n
 Poland
n
 Russia
n
 South Africa
  n  South Korea
n
 Taiwan
n
 Thailand
n
 Turkey
n
 Venezuela
*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
10


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

  An emerging country issuer is any company that either:
  n   Has a class of its securities whose principal securities market is in an emerging country;
  n   Is organized under the laws of, or has a principal office in, an emerging country;
  n   Derives 50% or more of its total revenue from goods produced, sales made or services provided in one or more emerging countries; or
  n   Maintains 50% or more of its assets in one or more emerging countries.

  Under normal circumstances, the Fund maintains investments in at least six emerging countries, and will not invest more than 35% of its Net Assets in securities of issuers in any one emerging country. Allocation of the Fund’s investments will depend upon the relative attractiveness of the emerging country markets and particular issuers. In addition, macro-economic factors and the portfolio managers’ and Goldman Sachs economists’ views of the relative attractiveness of emerging countries and currencies are considered in allocating the Fund’s assets among emerging countries.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in (i) fixed-income securities of private and government emerging country issuers; and (ii) equity and fixed-income securities, such as government, corporate and bank debt obligations, of developed country issuers.

 
11


 

 
  Goldman Sachs
Asia Equity Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  MSCI ® All Country Asia ex-Japan Index (unhedged)
Investment Focus:
  Equity investments in issuers in Asian countries
Investment Process:
  Active International
Symbols:
  Class A: GSAGX; Class B: GSABX; Class C: GSACX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation. The Fund seeks this objective by investing primarily in issuers in Asian countries.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, substantially all, and at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in Asian issuers.*
 
  An Asian issuer is any company that either:
  n   Has a class of its securities whose principal securities market is in one or more Asian countries;
  n   Is organized under the laws of, or has a principal office in, an Asian country;
  n   Derives 50% or more of its total revenue from goods produced, sales made or services provided in one or more Asian countries; or
  n   Maintains 50% or more of its assets in one or more Asian countries.

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.

 
12


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

  The Fund may allocate its assets among the Asian countries as determined from time to time by the Investment Adviser. For purposes of the Fund’s investment policies, Asian countries include:

         
n  China   n  Malaysia   n  South Korea
n  Hong Kong   n  Pakistan   n  Sri Lanka
n  India   n  Philippines   n  Taiwan
n  Indonesia   n  Singapore   n  Thailand

  as well as any other country in Asia (other than Japan) to the extent that foreign investors are permitted by applicable law to make such investments.
 
  A majority of Asian countries can be characterized as either developing or newly industrialized economies and tend to experience more volatile economic cycles than developed countries. Some countries in the region have in the past experienced currency devaluations that resulted in high interest rate levels, sharp reductions in economic activity, and significant drops in securities prices. Some countries in the region have in the past imposed restrictions on converting local currency which prevented foreign firms from selling assets and repatriating funds. Many countries in the region have historically faced political uncertainty, corruption, military intervention and social unrest. Examples include ethnic and sectarian violence in Indonesia and India, armed conflict between India and Pakistan and insurgencies in the Philippines.
 
  Allocation of the Fund’s investments will depend upon the Investment Adviser’s views of the relative attractiveness of the Asian markets and particular issuers, and allocations are subject to change in light of those views. Concentration of the Fund’s assets in one or a few of the Asian countries and Asian currencies will subject the Fund to greater risks than if the Fund’s assets were not so concentrated.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in equity investments in issuers located in non-Asian countries and Japan, and in fixed-income securities, such as government, corporate and bank debt obligations.

 
13


 

 
Other Investment Practices
and Securities

The table below identifies some of the investment techniques that may (but are not required to) be used by the Funds in seeking to achieve their investment objectives. The table also highlights the differences among the Funds in their use of these techniques and other investment practices and investment securities. Numbers in this table show allowable usage only; for actual usage, consult the Fund’s annual/semi-annual reports. For more information about these and other investment practices and securities, see Appendix A. Each Fund publishes on its website (http://www.gs.com/funds) complete portfolio holdings for the Fund as of the end of each calendar quarter subject to a fifteen calendar-day lag between the date of the information and the date on which the information is disclosed. In addition, the Funds publish on their website month-end top ten holdings subject to a ten calendar-day lag between the date of the information and the date on which the information is disclosed. This information will be available on the website until the date on which a Fund files its next quarterly portfolio holdings report on Form N-CSR or Form N-Q with the SEC. In addition, a description of the Funds’ policies and procedures with respect to the disclosure of a Fund’s portfolio securities is available in the Funds’ Statement of Additional Information (“Additional Statement”).

         
10  Percent of total assets (including securities lending
      collateral) ( italic type )
10 Percent of net assets (excluding borrowings for investment
      purposes) (roman type)
•     No specific percentage limitation on usage;
      limited only by the objectives and strategies International European
      of the Fund Equity Equity
—  Not permitted Fund Fund

Investment Practices    
Borrowings
  33 1/3   33 1/3
Cross Hedging of Currencies
   
Currency Swaps *
  15   15
Custodial Receipts and Trust Certificates
   
Equity Swaps *
  15   15
Foreign Currency Transactions
   
Futures Contracts and Options on Futures Contracts
   
Investment Company Securities (including iShares SM and Standard & Poor’s Depositary Receipts TM )
  10   10
Options on Foreign Currencies 1
   
Options on Securities and Securities Indices 2
   
Unseasoned Companies
   
Warrants and Stock Purchase Rights
   
Repurchase Agreements
   
Securities Lending
  33 1/3   33 1/3
Short Sales Against the Box
  25   25
When-Issued Securities and Forward Commitments
   

 
*
Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
1
The Funds may purchase and sell call and put options.
2
The Funds may sell covered call and put options and purchase call and put options.
 
14


 

OTHER INVESTMENT PRACTICES AND SECURITIES


















             
Emerging
Japanese International Markets Asia
Equity Small Cap Equity Equity
Fund Fund Fund Fund

 
 
33 1/3
  33 1/3   33 1/3   33 1/3
 
     
 
15
  15   15   15
 
     
 
15
  15   15   15
 
     
 
     
 
 
10
  10   10   10
 
     
 
     
 
     
 
     
 
     
 
33 1/3
  33 1/3   33 1/3   33 1/3
 
25
  25   25   25
 
     

 
15


 

                 
10  Percent of Total Assets (excluding securities lending
      collateral) ( italic type )
10 Percent of Net Assets (including borrowings for investment
      purposes) (roman type)
•     No specific percentage limitation on usage;
      limited only by the objectives and strategies International European
      of the Fund Equity Equity
—  Not permitted Fund Fund

Investment Securities        
 
American, European and Global Depositary Receipts
           
 
Asset-Backed and Mortgage-Backed Securities 2
           
 
Bank Obligations 1,2
           
 
Convertible Securities
           
 
Corporate Debt Obligations 2
           
 
Equity Investments
     80+        80+  
 
Emerging Country Securities
           
 
Fixed-Income Securities 3
    20        20 4  
 
Foreign Securities
           
 
Foreign Government Securities 2
           
 
Non-Investment Grade Fixed-Income Securities 2
    5       5  
 
Real Estate Investment Trusts
           
 
Structured Securities *
           
 
Temporary Investments
    35        100  
 
U.S. Government Securities 2
           

 
*
Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
1
Issued by U.S. or foreign banks.
2
Limited by the amount the Fund invests in fixed-income securities.
3
Except as noted under “Non-Investment Grade Fixed-Income Securities,” fixed-income securities are investment grade (e.g., BBB or higher by Standard & Poor’s Rating Group (“Standard & Poor’s”), Baa or higher by Moody’s Investors Service, Inc. (“Moody’s”) or have a comparable rating by another nationally recognized statistical rating organization (“NRSRO”)).
4
The European Equity Fund may invest in the aggregate up to 20% of its Net Assets in: (1) equity investments in issuers located in non-European countries; and (2) fixed-income securities.
5
May be BB or lower by Standard & Poor’s, Ba or lower by Moody’s or have a comparable rating by another NRSRO at the time of investment.
 
16


 

OTHER INVESTMENT PRACTICES AND SECURITIES
                             
Emerging
Japanese International Markets Asia
Equity Small Cap Equity Equity
Fund Fund Fund Fund

 
 
                     
 
                     
 
                     
 
                     
 
                     
 
   80+        80+        80+        80+  
 
                     
 
   20 6        20 7        20 8        20 9  
 
                     
 
                     
 
    5         5        • 5        • 5  
 
                     
 
                     
 
  100       100       35       100  
 
                     

 
    6
The Japanese Equity Fund may invest in the aggregate up to 20% of its Net Assets in: (1) fixed-income securities; and (2) equity investments in non-Japanese issuers.
    7
The International Small Cap Fund may invest in the aggregate up to 20% of its Net Assets in: (1) fixed-income securities; and (2) equity investments in companies with public stock market capitalizations of less than $100 million or more than $4 billion at the time of investment.
    8
The Emerging Markets Equity Fund may invest in the aggregate up to 20% of its Net Assets in: (1) fixed-income securities of private and government emerging country issuers; and (2) equity and fixed-income investments in developed country issuers.
    9
The Asia Equity Fund may invest in the aggregate up to 20% of its Net Assets in: (1) fixed-income securities; and (2) equity investments in issuers located in non-Asian countries and Japan.
 
17


 

 
Principal Risks of the Funds

Loss of money is a risk of investing in each Fund. An investment in a Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The following summarizes important risks that apply to the Funds and may result in a loss of your investment. None of the Funds should be relied upon as a complete investment program. There can be no assurance that a Fund will achieve its investment objective.

                         
Emerging
•    Applicable International European Japanese International Markets Asia
— Not applicable Equity Equity Equity Small Cap Equity Equity

Credit/Default
           
 
Foreign
           
 
Emerging Countries
           
 
Stock
           
 
Derivatives
           
 
Interest Rate
           
 
Management
           
 
Market
           
 
Liquidity
           
 
Investment Style
           
 
Geographic
           
 
Mid Cap and Small Cap
           
 
Initial Public Offering (“IPO”)
           

All Funds:
n   Credit/Default Risk —The risk that an issuer or guarantor of fixed-income securities held by a Fund may default on its obligation to pay interest and repay principal.
n   Foreign Risk —The risk that when a Fund invests in foreign securities, it will be subject to risk of loss not typically associated with domestic issuers. Loss may result because of less foreign government regulation, less public information and less economic, political and social stability. Loss may also result from the imposition of exchange controls, confiscations and other government restrictions. A Fund will also be subject to the risk of negative foreign currency rate fluctuations. Foreign risks will normally be greatest when a Fund invests in issuers located in emerging countries.
n   Emerging Countries Risk —The securities markets of Asian, Latin, Central and South American, Eastern European, Middle Eastern, African and other emerging

 
18


 

PRINCIPAL RISKS OF THE FUNDS

countries are less liquid, are especially subject to greater price volatility, have smaller market capitalizations, have less government regulation and are not subject to as extensive and frequent accounting, financial and other reporting requirements as the securities markets of more developed countries. Further, investment in equity securities of issuers located in certain emerging countries involves risk of loss resulting from problems in share registration and custody and substantial economic and political disruptions. These risks are not normally associated with investment in more developed countries.
n   Stock Risk —The risk that stock prices have historically risen and fallen in periodic cycles. Recently, U.S. and foreign stock markets have experienced substantial price volatility.
n   Derivatives Risk —The risk that loss may result from a Fund’s investments in options, futures, swaps, options on swaps, structured securities and other derivative instruments. These instruments may be leveraged so that small changes may produce disproportionate losses to a Fund.
n   Interest Rate Risk —The risk that when interest rates increase, fixed-income securities held by a Fund will decline in value. Long-term fixed-income securities will normally have more price volatility because of this risk than short-term fixed-income securities.
n   Management Risk —The risk that a strategy used by the Investment Adviser may fail to produce the intended results.
n   Market Risk —The risk that the value of the securities in which a Fund invests may go up or down in response to the prospects of individual companies, particular industry sectors or governments and/or general economic conditions. Price changes may be temporary or last for extended periods. A Fund’s investments may be overweighted from time to time in one or more industry sectors, which will increase the Fund’s exposure to risk of loss from adverse developments affecting those sectors.
n   Liquidity Risk —The risk that a Fund will not be able to pay redemption proceeds within the time period stated in this Prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. Funds that invest in non-investment grade fixed-income securities, small and mid- capitalization stocks, REITs and emerging country issuers will be especially subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities within particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions whether or not accurate. The Goldman Sachs Asset Allocation Portfolios (the “Asset Allocation Portfolios”) expect to invest a significant percentage of their assets in the Funds and other funds for which Goldman Sachs Asset Management, L.P. (“GSAM”) or an affiliate now or in the future acts as investment adviser or underwriter. Redemptions by an Asset

 
19


 

Allocation Portfolio of its position in a Fund may further increase liquidity risk and may impact a Fund’s net asset value (“NAV”).
n   Investment Style Risk —Different investment styles tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment. A Fund may outperform or underperform other funds that employ a different investment style. Examples of different investment styles include growth and value investing. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company’s growth of earnings potential. Growth companies are often expected by investors to increase their earnings at a certain rate. When these expectations are not met, investors can punish the stocks inordinately even if earnings showed an absolute increase. Also, since growth companies usually invest a high portion of earnings in their business, growth stocks may lack the dividends of some value stocks that can cushion stock prices in a falling market. Growth oriented funds will typically underperform when value investing is in favor. Value stocks are those that are undervalued in comparison to their peers due to adverse business developments or other factors.
n   Geographic Risk —The European Equity Fund invests primarily in equity investments in European issuers. The Japanese Equity Fund invests primarily in equity investments in Japanese issuers. The Asia Growth Fund invests primarily in equity investments in Asian issuers. Concentration of the investments of these or other Funds in issuers located in a particular country or region will subject a Fund, to a greater extent than if investments were less concentrated, to the risks of adverse securities markets, exchange rates and social, political, regulatory or economic events which may occur in that country or region.

Specific Funds:
n   Mid Cap and Small Cap Risk —The securities of small capitalization and 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. Securities of such issuers may lack sufficient market liquidity to enable a Fund to effect sales at an advantageous time or without a substantial drop in price. Both mid-cap and small-cap companies often have narrower markets and more limited managerial and financial resources than larger, more established companies. As a result, their performance can be more volatile and they face greater risk of business failure, which could increase the volatility of a Fund’s portfolio. Generally, the smaller the company size, the greater these risks.
n   IPO Risk —The risk that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. When a Fund’s asset base is small, a

 
20


 

PRINCIPAL RISKS OF THE FUNDS

significant portion of the Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the Fund’s assets grow, the effect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reduce the Fund’s performance.

More information about the Funds’ portfolio securities and investment techniques, and their associated risks, is provided in Appendix A. You should consider the investment risks discussed in this section and in Appendix A. Both are important to your investment choice.

 
21


 

 
  Fund Performance

   HOW THE FUNDS HAVE PERFORMED   

  The bar chart and table provide an indication of the risks of investing in a Fund by showing: (a) changes in the performance of a Fund’s Class A Shares from year to year; and (b) how the average annual total returns of a Fund’s Class A, B and C Shares compare to those of broad-based securities market indices. The bar chart (including “Best Quarter” and “Worst Quarter” information) and table assume reinvestment of dividends and distributions. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
 
  The average annual total return calculation reflects a maximum initial sales charge of 5.5% for Class A Shares, the assumed contingent deferred sales charge (“CDSC”) for Class B Shares (5% maximum declining to 0% after six years), and the assumed CDSC for Class C Shares (1% if redeemed within 12 months of purchase). The bar chart (including “Best Quarter” and “Worst Quarter” information) does not reflect the sales loads applicable to Class A Shares. If the sales loads were reflected, returns would be less. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.

   INFORMATION ON AFTER-TAX RETURNS   

  These definitions apply to the after-tax returns.
 
  Average Annual Total Returns Before Taxes.  These returns do not reflect taxes on distributions on a Fund’s Class A Shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by you.
 
  Average Annual Total Returns After Taxes on Distributions.  These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.
 
  Average Annual Total Returns After Taxes on Distributions and Sale of Shares.  These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).
 
  Note on Tax Rates.  The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the

 
22


 

FUND PERFORMANCE

  distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.
 
23


 

International Equity Fund

     
TOTAL RETURN CALENDAR YEAR (CLASS A)

The total return for
Class A Shares for the
9-month period ended
September 30, 2005
was +7.70%.


Best Quarter*
Q4 ’99           +21.70%

Worst Quarter*
Q3 ’02           -20.53%
  LOGO

   AVERAGE ANNUAL TOTAL RETURN   

                                 
For the period ended December 31, 2004 1 Year 5 Years 10 Years Since Inception

Class A (Inception 12/1/92)
                               
Returns Before Taxes
    6.88%       -5.08%       5.79%       5.87%  
Returns After Taxes on Distributions**
    6.36%       -5.93%       4.33%       4.54%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    4.70%       -4.59%       4.35%       4.48%  
MSCI ® EAFE ® Index (unhedged)***
    20.70%       -0.80%       5.94%       8.13%  

Class B (Inception 5/1/96)
                               
Returns Before Taxes
    7.27%       -4.89%       n/a       3.42%  
MSCI ® EAFE ® Index (unhedged)***
    20.70%       -0.80%       n/a       4.84%  

Class C (Inception 8/15/97)
                               
Returns Before Taxes
    11.26%       -4.51%       n/a       1.40%  
MSCI ® EAFE ® Index (unhedged)***
    20.70%       -0.80%       n/a       4.33%  

 
    *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 ***
The unmanaged MSCI ® EAFE ® Index (unhedged) is a market capitalization-weighted composite of securities in 21 developed markets. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
24


 

FUND PERFORMANCE

European Equity Fund

     
TOTAL RETURN CALENDAR YEAR (CLASS A)

The total return for
Class A Shares for the
9-month period ended
September 30, 2005
was +6.06%.

Best Quarter*
Q4 ’99           +24.66%

Worst Quarter*
Q3 ’02           -21.83%
  LOGO

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Class A (Inception 10/1/98)
                       
Returns Before Taxes
    12.19%       -1.16%       5.38%  
Returns After Taxes on Distributions**
    12.19%       -1.89%       4.45%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    8.19%       -1.26%       4.23%  
MSCI ® Europe Index (unhedged)***
    21.39%       0.42%       5.65%  

Class B (Inception 10/1/98)
                       
Returns Before Taxes
    13.00%       -0.99%       5.78%  
MSCI ® Europe Index (unhedged)***
    21.39%       0.42%       5.65%  

Class C (Inception 10/1/98)
                       
Returns Before Taxes
    16.94%       -0.60%       5.79%  
MSCI ® Europe Index (unhedged)***
    21.39%       0.42%       5.65%  

 
    *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 ***
The MSCI ® Europe Index (unhedged) is an unmanaged index of common stock prices. It is a free float-adjusted market capitalization index designed to measure 16 developed market country indices across Europe. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
25


 

Japanese Equity Fund

     
TOTAL RETURN CALENDAR YEAR (CLASS A)

The total return for
Class A Shares for the
9-month period ended
September 30, 2005
was +14.39%.

Best Quarter*
Q3 ’99           +23.08%

Worst Quarter*
Q3 ’01           -21.37%
  LOGO

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Class A (Inception 5/1/98)
                       
Returns Before Taxes
    2.43%       -11.46%       0.94%  
Returns After Taxes on Distributions**
    2.43%       -11.81%       0.14%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    1.58%       -9.40%       0.58%  
Tokyo Price Index (“TOPIX”) (unhedged)***
    16.44%       -7.30%       3.38%  

Class B (Inception 5/1/98)
                       
Returns Before Taxes
    2.59%       -11.30%       1.26%  
Tokyo Price Index (“TOPIX”) (unhedged)***
    16.44%       -7.30%       3.38%  

Class C (Inception 5/1/98)
                       
Returns Before Taxes
    6.72%       -10.94%       1.28%  
Tokyo Price Index (“TOPIX”) (unhedged)***
    16.44%       -7.30%       3.38%  

 
    *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 ***
The TOPIX (unhedged) is an unmanaged composite of all stocks on the first section of the Tokyo Stock Exchange. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
26


 

FUND PERFORMANCE

International Small Cap Fund

     
TOTAL RETURN CALENDAR YEAR (CLASS A)

The total return for
Class A Shares for the
9-month period ended
September 30, 2005
was +12.76%.

Best Quarter*
Q2 ’03  +22.46%

Worst Quarter*
Q3 ’02  -22.82%
  LOGO

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Class A (Inception 5/1/98)
                       
Returns Before Taxes
    24.07%       -0.07%       6.57%  
Returns After Taxes on Distributions**
    24.12%       -0.45%       6.06%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    15.93%       -0.22%       5.46%  
MSCI ® EAFE ® Small Cap Index (unhedged)***
    28.14%       7.29%       6.20%  

Class B (Inception 5/1/98)
                       
Returns Before Taxes
    25.43%       0.12%       6.96%  
MSCI ® EAFE ® Small Cap Index (unhedged)***
    28.14%       7.29%       6.20%  

Class C (Inception 5/1/98)
                       
Returns Before Taxes
    29.42%       0.50%       6.93%  
MSCI ® EAFE ® Small Cap Index (unhedged)***
    28.14%       7.29%       6.20%  

 
   *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
 **
The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The MSCI ® EAFE ® Small Cap Index (unhedged), inception date 1/15/98, includes approximately 1,000 securities from 21 developed markets with a capitalization range between $200 million and $1.5 billion and a general regional allocation of 55% Europe, 31% Japan and 14% Australasia. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
27


 

Emerging Markets Equity Fund

     
TOTAL RETURN CALENDAR YEAR (CLASS A)

The total return for
Class A Shares for the
9-month period ended
September 30, 2005
was +31.93%.

Best Quarter*
Q4 ’99           +29.84%

Worst Quarter*
Q3 ’98           -22.94%
  (LINE GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Class A (Inception 12/15/97)
                       
Returns Before Taxes
    18.23%       2.14%       4.36%  
Returns After Taxes on Distributions**
    18.69%       2.09%       4.09%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    12.35%       1.88%       3.63%  
MSCI ® Emerging Markets Free Index***
    25.95%       4.62%       7.40%  
MSCI ® Emerging Markets Net Total Return Index****
    25.55%       n/a       n/a  

Class B (Inception 12/15/97)
                       
Returns Before Taxes
    19.53%       2.44%       4.71%  
MSCI ® Emerging Markets Free Index***
    25.95%       4.62%       7.40%  
MSCI ® Emerging Markets Net Total Return Index****
    25.55%       n/a       n/a  

Class C (Inception 12/15/97)
                       
Returns Before Taxes
    23.25%       2.71%       4.69%  
MSCI ® Emerging Markets Free Index***
    25.95%       4.62%       7.40%  
MSCI ® Emerging Markets Net Total Return Index****
    25.55%       n/a       n/a  

 
   *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the

(continued on next page)

 
28


 

FUND PERFORMANCE
 
  
after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The unmanaged MSCI ® Emerging Markets Free Index is a free float-adjusted market capitalization-weighted index that is designed to measure equity market performance in the global emerging markets, of over 30 emerging countries. “Free” indicates an index that excludes shares in otherwise free markets that are not purchasable by foreigners. The Index figures do not reflect any deduction for fees, expenses or taxes.
****
The MSCI ® Emerging Markets Net Total Return Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global emerging markets. “Free” indicates an index that excludes shares in otherwise free markets that are not purchased by foreigners. The Gross Return index does not reflect any deduction for fees, expenses or taxes. MSCI Emerging Markets Net Total Return Index reflects deduction for fees, expenses and taxes applicable to Luxembourg holding companies, as Luxembourg applies the highest rates.
 
29


 

Asia Equity Fund

     
TOTAL RETURN CALENDAR YEAR (CLASS A)

The total return for
Class A Shares for the
9-month period ended
September 30, 2005
was +16.22%.

Best Quarter*
Q2 ’99           +30.97%

Worst Quarter*
Q4 ’97           -27.33%
  (LINE GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                                 
For the period ended December 31, 2004 1 Year 5 Years 10 Years Since Inception

Class A (Inception 7/8/94)
                               
Returns Before Taxes
    9.44%       -1.99%       -1.87%       -1.53%  
Returns After Taxes on Distributions**
    9.77%       -1.93%       -1.93%       -1.62%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    6.67%       -1.59%       -1.57%       -1.31%  
MSCI ® All Country Asia Free ex-Japan Index (unhedged)***
    14.40%       -2.55%       -1.92%       -1.71%  
MSCI ® All Country Asia ex-Japan Net Total Return Index (unhedged)****
    17.35%       n/a       n/a       n/a  

Class B (Inception 5/1/96)
                               
Returns Before Taxes
    10.03%       -1.77%       n/a       -4.24%  
MSCI ® All Country Asia Free ex-Japan Index (unhedged)***
    14.40%       -2.55%       n/a       -3.81%  
MSCI ® All Country Asia ex-Japan Net Total Return Index (unhedged)****
    17.35%       n/a       n/a       n/a  

Class C (Inception 8/15/97)
                               
Returns Before Taxes
    14.03%       -1.41%       n/a       -3.80%  
MSCI ® All Country Asia Free ex-Japan Index (unhedged)***
    14.40%       -2.55%       n/a       -3.56%  
MSCI ® All Country Asia ex-Japan Net Total Return Index (unhedged)****
    17.35%       n/a       n/a       n/a  

(continued on next page)

 
30


 

FUND PERFORMANCE
 
   *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The unmanaged MSCI ® All Country Asia Free ex-Japan Index (unhedged) is a market capitalization-weighted composite of securities in eleven Asian countries. “Free” indicates an index that excludes shares in otherwise free markets that are not purchasable by foreigners. The Index figures do not reflect any deduction for fees, expenses or taxes.
****
The MSCI ® All Country Asia ex-Japan Index (unhedged) is a free float-adjusted market capitalization-weighted composite of securities in eleven Asian countries. “Free” indicates an index that excludes shares in otherwise free markets that are not purchased by foreigners. The Net Total Return Index measures the market performance, including price performance and income from dividend payments, net of all fees, costs and taxes applicable to Luxembourg holding companies, as Luxembourg applies the highest rates.
 
31


 

 
Fund Fees and Expenses (Class A, B and C Shares)

This table describes the fees and expenses that you would pay if you buy and hold Class A, Class B, or Class C Shares of a Fund.

                         
International Equity Fund

Class A Class B Class C

Shareholder Fees
(fees paid directly from your investment):
                       
Maximum Sales Charge (Load) Imposed on Purchases
    5.5% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
    None 1     5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None  
Redemption Fees 5
    2.0%       2.0%       2.0%  
Exchange Fees
    None       None       None  
 
Annual Fund Operating Expenses 6
(expenses that are deducted from Fund assets):
               
Management Fees 6
    1.00%       1.00%       1.00%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 7 *
    0.35%       0.35%       0.35%  

Total Fund Operating Expenses*
    1.60%       2.35%       2.35%  

See pages 38-39 for all other footnotes.

  The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Fund are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                         
International Equity Fund

Class A Class B Class C

Annual Fund Operating Expenses 6
(expenses that are deducted from Fund assets):
                       
Management Fees 6
    1.00%       1.00%       1.00%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 7
    0.29%       0.29%       0.29%  

Total Fund Operating Expenses (after current expense limitations)
    1.54%       2.29%       2.29%  

 
32


 

FUND FEES AND EXPENSES

                         
European Equity Fund

Class A Class B Class C

Shareholder Fees
(fees paid directly from your investment):
                       
Maximum Sales Charge (Load) Imposed on Purchases
    5.5% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
    None 1     5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None  
Redemption Fees 5
    2.0%       2.0%       2.0%  
Exchange Fees
    None       None       None  
Annual Fund Operating Expenses 6
(expenses that are deducted from Fund assets):
               
Management Fees 6
    1.00%       1.00%       1.00%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 7 *
    1.21%       1.21%       1.21%  

Total Fund Operating Expenses*
    2.46%       3.21%       3.21%  

See pages 38-39 for all other footnotes.

  The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Fund are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                         
European Equity Fund

Class A Class B Class C

Annual Fund Operating Expenses 6
(expenses that are deducted from Fund assets):
                       
Management Fees 6
    1.00%       1.00%       1.00%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 7
    0.29%       0.29%       0.29%  

Total Fund Operating Expenses (after current expense limitations)
    1.54%       2.29%       2.29%  

 
33


 

 
Fund Fees and Expenses continued

                         
Japanese Equity Fund

Class A Class B Class C

Shareholder Fees
(fees paid directly from your investment):
               
Maximum Sales Charge (Load) Imposed on Purchases
    5.5% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
    None 1     5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None  
Redemption Fees 5
    2.0%       2.0%       2.0%  
Exchange Fees
    None       None       None  
 
Annual Fund Operating Expenses 6
(expenses that are deducted from Fund assets):
               
Management Fees 6
    1.00%       1.00%       1.00%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 7 *
    0.86%       0.86%       0.86%  

Total Fund Operating Expenses*
    2.11%       2.86%       2.86%  

See pages 38-39 for all other footnotes.

  The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Fund are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                         
Japanese Equity Fund

Class A Class B Class C

Annual Fund Operating Expenses 6
(expenses that are deducted from Fund assets):
                       
Management Fees 6
    1.00%       1.00%       1.00%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 7
    0.30%       0.30%       0.30%  

Total Fund Operating Expenses (after current expense limitations)
    1.55%       2.30%       2.30%  

 
34


 

FUND FEES AND EXPENSES

                         
International Small Cap Fund

Class A Class B Class C

Shareholder Fees
(fees paid directly from your investment):
               
Maximum Sales Charge (Load) Imposed on Purchases
    5.5% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
    None 1     5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None  
Redemption Fees 5
    2.0%       2.0%       2.0%  
Exchange Fees
    None       None       None  
Annual Fund Operating Expenses 6
(expenses that are deducted from Fund assets):
               
Management Fees 6
    1.10%       1.10%       1.10%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 7*
    0.60%       0.60%       0.60%  

Total Fund Operating Expenses*
    1.95%       2.70%       2.70%  

See pages 38-39 for all other footnotes.

  The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Fund are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                         
International Small Cap Fund

Class A Class B Class C

Annual Fund Operating Expenses 6
(expenses that are deducted from Fund assets):
                       
Management Fees 6
    1.10%       1.10%       1.10%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 7
    0.29%       0.29%       0.29%  

Total Fund Operating Expenses (after current expense limitations)
    1.64%       2.39%       2.39%  

 
35


 

 
Fund Fees and Expenses continued

                         
Emerging Markets Equity Fund

Class A Class B Class C

Shareholder Fees
(fees paid directly from your investment):
                       
Maximum Sales Charge (Load) Imposed on Purchases
    5.5% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
    None 1     5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None  
Redemption Fees 5
    2.0%       2.0%       2.0%  
Exchange Fees
    None       None       None  
 
Annual Fund Operating Expenses 6
(expenses that are deducted from Fund assets):
               
Management Fees 6
    1.20%       1.20%       1.20%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 7*
    0.61%       0.61%       0.61%  

Total Fund Operating Expenses*
    2.06%       2.81%       2.81%  

See pages 38-39 for all other footnotes.

  The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Fund are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                         
Emerging Markets Equity Fund

Class A Class B Class C

Annual Fund Operating Expenses 6
(expenses that are deducted from Fund assets):
                       
Management Fees 6
    1.20%       1.20%       1.20%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 7
    0.54%       0.54%       0.54%  

Total Fund Operating Expenses (after current expense limitations)
    1.99%       2.74%       2.74%  

 
36


 

FUND FEES AND EXPENSES

                         
Asia Equity Fund

Class A Class B Class C

Shareholder Fees
(fees paid directly from your investment):
                       
Maximum Sales Charge (Load) Imposed on Purchases
    5.5% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
    None 1     5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on
Reinvested Dividends
    None       None       None  
Redemption Fees 5
    2.0%       2.0%       2.0%  
Exchange Fees
    None       None       None  
Annual Fund Operating Expenses 6
(expenses that are deducted from Fund assets):
               
Management Fees 6
    1.00%       1.00%       1.00%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 7*
    0.74%       0.74%       0.74%  

Total Fund Operating Expenses*
    1.99%       2.74%       2.74%  

See pages 38-39 for all other footnotes.

  The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Fund are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                         
Asia Equity Fund

Class A Class B Class C

Annual Fund Operating Expenses 6
(expenses that are deducted from Fund assets):
                       
Management Fees 6
    1.00%       1.00%       1.00%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 7
    0.35%       0.35%       0.35%  

Total Fund Operating Expenses (after current expense limitations)
    1.60%       2.35%       2.35%  

 
37


 

 
Fund Fees and Expenses continued

1
The maximum sales charge is a percentage of the offering price. Under certain circumstances, which are described in the Shareholder Guide, the maximum sales charge may be reduced or waived entirely. A CDSC of 1% may be imposed on certain redemptions (within 18 months of purchase) of Class A Shares sold without an initial sales charge as part of an investment of $1 million or more.
2
The maximum CDSC is a percentage of the lesser of the NAV at the time of the redemption or the NAV when the shares were originally purchased.
3
A CDSC is imposed upon Class B Shares redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter.
4
A CDSC of 1% is imposed on Class C Shares redeemed within 12 months of purchase.
5
A 2% redemption fee will be imposed on the redemption of shares (including by exchange) held for 30 calendar days or less.
6
The Funds’ annual operating expenses are based on actual expenses for the fiscal year ended August 31, 2005. The Investment Adviser has entered into the following fee reduction commitment for the Funds which was implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of the date of this Prospectus:

                 
Fund Management Fee Annual Rate Average Daily Net Assets

International Equity
    1.00 %   First $ 1 Billion  
      0.90     Next $ 1 Billion  
      0.86     Over $ 2 Billion  

European Equity
    1.00 %   First $ 1 Billion  
      0.90     Next $ 1 Billion  
      0.86     Over $ 2 Billion  

Japanese Equity
    1.00 %   First $ 1 Billion  
      0.90     Next $ 1 Billion  
      0.86     Over $ 2 Billion  

International Small Cap
    1.10 %   First $ 2 Billion  
      0.99     Over $ 2 Billion  

Emerging Markets Equity
    1.20 %   First $ 2 Billion  
      1.08     Over $ 2 Billion  

Asia Equity
    1.00 %   First $ 1 Billion  
      0.90     Next $ 1 Billion  
      0.86     Over $ 2 Billion  

Prior to the fee reduction commitment, the management fees for the International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and Asia Equity Funds as an annual percentage rate of average daily net assets were 1.00%, 1.00%, 1.00%, 1.10%, 1.20% and 1.00%, respectively.
7
“Other Expenses” include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of each Fund’s Class A, B and C Shares, plus all other ordinary expenses not detailed above. The Investment Adviser has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other
 
38


 

FUND FEES AND EXPENSES
 
extraordinary expenses exclusive of any expense offset arrangements) to the following percentages of each Fund’s average daily net assets:
         
Fund Other Expenses

International Equity
    0.104%  

European Equity
    0.104%  

Japanese Equity
    0.114%  

International Small Cap
    0.104%  

Emerging Markets Equity
    0.354%  

Asia Equity
    0.164%  

 
39


 

 
Fund Fees and Expenses continued

Example

The following Example is intended to help you compare the cost of investing in a Fund (without expense limitations) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, B or C Shares of a Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that a Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

                                   
Fund 1 Year 3 Years 5 Years 10 Years

International Equity
                               
Class A Shares
  $ 704     $ 1,027     $ 1,373     $ 2,346  
Class B Shares
                               
 
– Assuming complete redemption at end of period
  $ 738     $ 1,033     $ 1,455     $ 2,499  
 
– Assuming no redemption
  $ 238     $ 733     $ 1,255     $ 2,499  
Class C Shares
                               
 
– Assuming complete redemption at end of period
  $ 338     $ 733     $ 1,255     $ 2,686  
 
– Assuming no redemption
  $ 238     $ 733     $ 1,255     $ 2,686  

European Equity
                               
Class A Shares
  $ 785     $ 1,274     $ 1,788     $ 3,192  
Class B Shares
                               
 
– Assuming complete redemption at end of period
  $ 824     $ 1,289     $ 1,878     $ 3,341  
 
– Assuming no redemption
  $ 324     $ 989     $ 1,678     $ 3,341  
Class C Shares
                               
 
– Assuming complete redemption at end of period
  $ 424     $ 989     $ 1,678     $ 3,512  
 
– Assuming no redemption
  $ 324     $ 989     $ 1,678     $ 3,512  

Japanese Equity
                               
Class A Shares
  $ 752     $ 1,175     $ 1,622     $ 2,857  
Class B Shares
                               
 
– Assuming complete redemption at end of period
  $ 789     $ 1,186     $ 1,708     $ 3,008  
 
– Assuming no redemption
  $ 289     $ 886     $ 1,508     $ 3,008  
Class C Shares
                               
 
– Assuming complete redemption at end of period
  $ 389     $ 886     $ 1,508     $ 3,185  
 
– Assuming no redemption
  $ 289     $ 886     $ 1,508     $ 3,185  

International Small Cap
                               
Class A Shares
  $ 737     $ 1,129     $ 1,544     $ 2,700  
Class B Shares
                               
 
– Assuming complete redemption at end of period
  $ 773     $ 1,138     $ 1,630     $ 2,851  
 
– Assuming no redemption
  $ 273     $ 838     $ 1,430     $ 2,851  
Class C Shares
                               
 
– Assuming complete redemption at end of period
  $ 373     $ 838     $ 1,430     $ 3,032  
 
– Assuming no redemption
  $ 273     $ 838     $ 1,430     $ 3,032  

 
40


 

FUND FEES AND EXPENSES
                                   
Fund 1 Year 3 Years 5 Years 10 Years

Emerging Markets Equity
                               
Class A Shares
  $ 748     $ 1,160     $ 1,597     $ 2,808  
Class B Shares
                               
 
– Assuming complete redemption at end of period
  $ 784     $ 1,171     $ 1,684     $ 2,959  
 
– Assuming no redemption
  $ 284     $ 871     $ 1,484     $ 2,959  
Class C Shares
                               
 
– Assuming complete redemption at end of period
  $ 384     $ 871     $ 1,484     $ 3,138  
 
– Assuming no redemption
  $ 284     $ 871     $ 1,484     $ 3,138  

Asia Equity
                               
Class A Shares
  $ 741     $ 1,140     $ 1,564     $ 2,739  
Class B Shares
                               
 
– Assuming complete redemption at end of period
  $ 777     $ 1,150     $ 1,650     $ 2,891  
 
– Assuming no redemption
  $ 277     $ 850     $ 1,450     $ 2,891  
Class C Shares
                               
 
– Assuming complete redemption at end of period
  $ 377     $ 850     $ 1,450     $ 3,070  
 
– Assuming no redemption
  $ 277     $ 850     $ 1,450     $ 3,070  

The hypothetical example assumes that a CDSC will not apply to redemptions of Class A Shares within the first 18 months. Class B Shares convert to Class A Shares eight years after purchase; therefore, Class A expenses are used in the hypothetical example after year eight.

Certain institutions that sell Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A, Class B and Class C Shares for services to their customers’ accounts and/or the Funds. For additional information regarding such compensation, see “What Should I Know When I Purchase Shares Through An Authorized Dealer?” in the Prospectus and “Payments to Intermediaries” in the Additional Statement.

 
41


 

 
  Service Providers

   INVESTMENT ADVISER   

     
Investment Adviser Fund

Goldman Sachs Asset Management International (“GSAMI”)
Christchurch Court
10-15 Newgate Street
London, England EC1A 7HD
  International Equity
European Equity
Japanese Equity
International Small Cap
Emerging Markets Equity
Asia Equity

  GSAMI, a member of the Investment Management Regulatory Organization Limited since 1990 and a registered investment adviser since 1991, is an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”). As of September 30, 2005, GSAMI had assets under management of $115 billion.
 
  The Investment Adviser provides day-to-day advice regarding the Funds’ portfolio transactions. The Investment Adviser makes the investment decisions for the Funds and places purchase and sale orders for the Funds’ portfolio transactions in U.S. and foreign markets. As permitted by applicable law, these orders may be directed to any brokers, including Goldman Sachs and its affiliates. While the Investment Adviser is ultimately responsible for the management of the Funds, it is able to draw upon the research and expertise of its asset management affiliates for portfolio decisions and management with respect to certain portfolio securities. In addition, the Investment Adviser has access to the research and certain proprietary technical models developed by Goldman Sachs, and will apply quantitative and qualitative analysis in determining the appropriate allocations among categories of issuers and types of securities.
 
  The Investment Adviser also performs the following additional services for the Funds:
  n   Supervises all non-advisory operations of the Funds
  n   Provides personnel to perform necessary executive, administrative and clerical services to the Funds
  n   Arranges for the preparation of all required tax returns, reports to shareholders, prospectuses and statements of additional information and other reports filed with the SEC and other regulatory authorities
  n   Maintains the records of each Fund
  n   Provides office space and all necessary office equipment and services

 
42


 

SERVICE PROVIDERS

   MANAGEMENT FEES   

  As compensation for its services and its assumption of certain expenses, the Investment Adviser is entitled to the following fees, computed daily and payable monthly, at the annual rates (as a percentage of each respective portfolio’s average daily net assets) listed below:

                     
Actual Rate
Management For the Fiscal
Fee Average Daily Year Ended
Annual Rate* Net Assets August 31, 2005

GSAMI:
                   

International Equity
    1.00 %   First $1 Billion     1.00%  
      0.90     Next $1 Billion        
      0.86     Over $2 Billion        

European Equity
    1.00 %   First $1 Billion     1.00%  
      0.90     Next $1 Billion        
      0.86     Over $2 Billion        

Japanese Equity
    1.00 %   First $1 Billion     1.00%  
      0.90     Next $1 Billion        
      0.86     Over $2 Billion        

International Small Cap
    1.10 %   First $2 Billion     1.10%  
      0.99     Over $2 Billion        

Emerging Markets Equity
    1.20 %   First $2 Billion     1.20%  
      1.08     Over $2 Billion        

Asia Equity
    1.00 %   First $1 Billion     1.00%  
      0.90     Next $1 Billion        
      0.86     Over $2 Billion        

    The Investment Adviser has entered into the following fee reduction commitment for the Funds which was implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of the date of this Prospectus. Prior to the fee reduction commitment, the management fees for the International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and Asia Equity Funds as an annual percentage rate of average daily net assets were 1.00%, 1.00%, 1.00%, 1.10%, 1.20% and 1.00%, respectively.

  The difference, if any, between the stated fees and the actual fees paid by the Funds reflects that the Investment Adviser did not charge the full amount of the fees to which it would have been entitled. The Investment Adviser may voluntarily waive a portion of its advisory fee from time to time, and may discontinue or modify any such voluntary limitations in the future at its discretion.
 
43


 

  A discussion regarding the basis for the Board of Trustees’ approval of the Management Agreement for the Funds in 2005 is available in the Funds’ annual report dated August 31, 2005.

   FUND MANAGERS   

  Active International Portfolio Management Team
  n   Global portfolio teams based in London, Singapore, Tokyo and New York. Local presence is a key to the Investment Adviser’s fundamental research capabilities
  n   Team manages over $19 billion in international equities for retail, institutional and high net worth clients
  n   Focus on bottom-up stock selection as main driver of returns, though the team leverages the asset allocation, currency and risk management capabilities of GSAMI

______________________________________________________________________________________________________________

London-Based Portfolio Management Team
             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Julian Abel
Managing Director
  Portfolio Manager—
European Equity
  Since
1998
  Mr. Abel joined the Investment Adviser as a portfolio manager in 1996 and became a Managing Director in 2003. Prior to joining GSAMI he spent 12 years at CIN Management where he became a portfolio manager responsible for part of the UK portfolio in 1986 and was in charge of US equity investment from 1992 to 1996.

Mark Beveridge, CFA
Managing Director,
Chief Investment Officer, Global Active Equity, Co-Chief Investment Officer, European Equity
  Portfolio Manager— International Equity   Since 2004   Mr. Beveridge joined the Investment Adviser in December 2004 as Chief Investment Officer of the Global Active Equity business which encompasses the Global/International, UK/European, Asia ex Japan and Japan strategies. Prior to joining the Investment Adviser, he spent 19 years at Franklin Templeton, where he was Executive Vice President and Senior Portfolio Manager responsible for ex-US portfolios.

 
44


 

SERVICE PROVIDERS
             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Prashant Bhayani
Executive Director
  Portfolio Manager—
International Small Cap
  Since
2000
  Mr. Bhayani joined the Investment Adviser as a portfolio manager in April 1998. From 1997 to 1998, he worked on his MBA at INSEAD in France and from 1992 to 1996, he was a portfolio and marketing analyst at Fischer Francis Trees and Watts, a specialist global fixed-income fund manager.

Chris Dyer, CFA
Executive Director
  Portfolio Manager—
International Small Cap
  Since
2003
  Mr. Dyer joined the Investment Adviser as a research analyst for the Investment Adviser’s European Small Cap Equity team in 2001 after working for the team as a Summer Associate in 2000. He was named a Portfolio Manager of the European Small Cap Equity and International Small Cap Equity Portfolios in 2003.

William Howard, CFA
Managing Director
Director of Research,
Global Active Equity
  Portfolio Manager—
International Equity
  Since 2005   Mr. Howard joined the Investment Adviser in January 2005 as a portfolio manager. He is also Director of Research for Global Active Equity. From 1993 to 2004 he was a Portfolio Manager at Franklin Templeton responsible for ex-US portfolios.

David Lowish, CFA
Executive Director
  Portfolio Manager—
International Small Cap
  Since 2003   Mr. Lowish joined the Investment Adviser in 1999 on the analyst program, and worked on the European Equity and Global Fixed Income and Currency product management teams where he was responsible for marketing and supporting GSAMI’s London based fixed income and currency products. He joined the European Small Cap Equity and International Small Cap Equity teams in 2001, and was named Portfolio Manager in 2003.

Maria Gordon, CFA
Executive Director
  Portfolio Manager—
Emerging Markets Equity
  Since
2001
  Ms. Gordon joined the Investment Adviser as a research analyst for the emerging markets equities team in September 1998. She was named a portfolio manager in November 2001 and became the Co-Head of Global Emerging Markets Equities Strategy in March 2003.

 
45


 

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Michael Stanes
Executive Director
  Portfolio Manager—
International Equity
  Since
2002
  Mr. Stanes joined the Investment Adviser as a portfolio manager in November 2002. From 1986 to 2001, he worked at Mercury Asset Management, where he managed UK equity portfolios in London, Japanese equity portfolios in Tokyo and US and global portfolios in the US.

Stuart Mcpherson
Managing Director
Co-Chief Investment Officer, European Equity
  Co-Chief Investment Officer, European Equity   Since
2002
  Mr. Mcpherson joined the Investment Advisor in 1996 and became the Co-CIO of European Equity in December 2002. Prior to that he was the Co-Head of Research for European Equity. Mr. Mcpherson became a Managing Director of Goldman Sachs in 2001.

Singapore-Based Portfolio Management Team

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Siew-Hua Thio
Vice President
  Portfolio Manager—
Asia Equity
  Since
1998
  Ms. Thio joined the Investment Adviser as a portfolio manager in 1998. From 1997 to 1998, she was Head of Research for Indosuez WI Carr in Singapore.

Kenny Tjan, CFA
Vice President
  Portfolio Manager—
Asia Equity
Emerging Markets Equity
  Since
2001
2003
  Mr. Tjan joined the Investment Adviser in 2001 as Co-Head of the Non-Japan Asia portfolio management team. In March 2003, he became the Co-Head of Global Emerging Markets Equities Strategy. Effective September 2004, Mr. Tjan assumed the role as CIO of the China Equity Team, which is involved in the research and management of domestic Chinese equities. From 1999 to 2001, he was an Investment Director of Rothschild Asset Management Singapore.

 
46


 

SERVICE PROVIDERS

Tokyo-Based Portfolio Management Team

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

David Townshend
Vice President, Head of Japan Active Equity
  Head of Japan Active Equity   Since
2005
  Mr. Townshend joined the Investment Adviser in 2001 as co-Head of the Investment Adviser’s UK/European Financials team. He joined GSAM in 2001 after nine years of experience on Goldman, Sachs & Co.’s European Banks team, which he joined in 1992. He was named became the Head of Japan Equity in 2005.

Hiroyuki Ito CMA
Vice President
  Portfolio Manager— Japanese Equity   Since
2005
  Mr. Ito joined the Investment Adviser in 2005 as portfolio manager on the Japan Active Equity team. Prior to joining GSAM, he worked as Chief Portfolio Manager in DLIBJ Asset Management, a member of Mizuho Financial Group.

Takeya Suzuki
Vice President
  Portfolio Manager—
International Small Cap
  Since
2004
  Mr. Suzuki first joined the Investment Adviser in the Japanese Equity Team in 1996. He then went to the graduate school of corporate strategy at Hitotsubashi University in 2001, and rejoined the team in 2003 as a Japanese Small Cap Equity portfolio manager.

Noriko Takahashi
Vice President
  Portfolio Manager—
International Small Cap
  Since
2004
  Ms. Takahashi joined the Investment Adviser as a small cap portfolio manager in January 2002. Prior to joining the Investment Adviser, she worked as a small cap portfolio manager at INVESCO Asset Management for two years. In addition, she has over eleven years of experience as a sell-side analyst covering primarily small cap stocks and machinery sector at UBS Securities in Tokyo.

  Mark Beveridge serves as Chief Investment Officer (“CIO”) of GSAM’s Non-US Active Equity team and CIO of GSAMI’s Global/EAFE strategies. As CIO, Mr. Beveridge is ultimately responsible for the composition of a Fund’s structure at both the stock and industry level. Along with the other portfolio managers on the team, Mr. Beveridge has specific industry research responsibilities. Each portfolio manager is responsible for liaising with research analysts around the world, promoting his or her stock selection ideas to the other members of the team and after debating their inclusion in the portfolio.
 
47


 

  For more information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds, see the Additional Statement.

   DISTRIBUTOR AND TRANSFER AGENT   

  Goldman Sachs, 85 Broad Street, New York, New York 10004, serves as the exclusive distributor (the “Distributor”) of each Fund’s shares. Goldman Sachs, 71 S. Wacker Dr., Suite 500, Chicago, Illinois 60606, also serves as each Fund’s transfer agent (the “Transfer Agent”) and, as such, performs various shareholder servicing functions.
 
  From time to time, Goldman Sachs or any of its affiliates may purchase and hold shares of the Funds. Goldman Sachs reserves the right to redeem at any time some or all of the shares acquired for its own account.

   ACTIVITIES OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER 
   ACCOUNTS MANAGED BY GOLDMAN SACHS   

  The involvement of the Investment Adviser, Goldman Sachs and their affiliates in the management of, or their interest in, other accounts and other activities of Goldman Sachs may present conflicts of interest with respect to a Fund or limit a Fund’s investment activities. Goldman Sachs is a full service investment banking, broker dealer, asset management and financial services organization and a major participant in global financial markets. As such, it acts as an investor, investment banker, research provider, investment manager, financer, advisor, market maker, trader, prime broker, lender, agent and principal, and has other direct and indirect interests, in the global fixed income, currency, commodity, equity and other markets in which the Funds directly and indirectly invest. Thus, it is likely that the Funds will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or obtain services from entities for which Goldman Sachs performs or seeks to perform investment banking or other services. Goldman Sachs and its affiliates engage in proprietary trading and advise accounts and funds which have investment objectives similar to those of the Funds and/or which engage in and compete for transactions in the same types of securities, currencies and instruments as the Funds. Goldman Sachs and its affiliates will not have any obligation to make available any information regarding their proprietary activities or strategies, or the activities or strategies used for other accounts managed by them, for the benefit of the management of the Funds. The results of a Fund’s investment activities, therefore, may differ from those of Goldman Sachs, its affiliates, and other accounts managed by Goldman Sachs, and

 
48


 

SERVICE PROVIDERS

  it is possible that a Fund could sustain losses during periods in which Goldman Sachs and its affiliates and other accounts achieve significant profits on their trading for proprietary or other accounts. In addition, the Funds may, from time to time, enter into transactions in which Goldman Sachs or its other clients have an adverse interest. Furthermore, transactions undertaken by Goldman Sachs, its affiliates or Goldman Sachs advised clients may adversely impact the Funds. Transactions by one or more Goldman Sachs advised clients or the Investment Adviser may have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of the Funds. A Fund’s activities may be limited because of regulatory restrictions applicable to Goldman Sachs and its affiliates, and/or their internal policies designed to comply with such restrictions. As a global financial services firm, Goldman Sachs also provides a wide range of investment banking and financial services to issuers of securities and investors in securities. Goldman Sachs, its affiliates and others associated with it may create markets or specialize in, have positions in and affect transactions in, securities of issuers held by the Funds, and may also perform or seek to perform investment banking and financial services for those issuers. Goldman Sachs and its affiliates may have business relationships with and purchase or distribute or sell services or products from or to, distributors, consultants and others who recommend the Fund as when acquisitions with or for the Funds. For more information about conflicts of interest, see the Additional Statement.
 
  Under a securities lending program approved by the Funds’ Board of Trustees, the Funds have retained an affiliate of the Investment Adviser to serve as the securities lending agent for each Fund to the extent that the Funds engage in the securities lending program. For these services, the lending agent may receive a fee from the Funds, including a fee based on the returns earned on the Funds’ investment of the cash received as collateral for the loaned securities. In addition, the Funds may make brokerage and other payments to Goldman Sachs and its affiliates in connection with the Funds’ portfolio investment transactions.

   LEGAL PROCEEDINGS   

  On April 2, 2004, Lois Burke, a plaintiff identifying herself as a shareholder of the Goldman Sachs Internet Tollkeeper Fund, filed a purported class and derivative action lawsuit in the United States District Court for the Southern District of New York against The Goldman Sachs Group, Inc. (“GSG”), GSAM, the Trustees and Officers of the Goldman Sachs Trust (the “Trust”), and John Doe Defendants. In addition, the Goldman Sachs Funds included in this Prospectus and certain other investment portfolios of the Trust were named as nominal defendants. On April 19 and May 6, 2004, additional class and derivative action lawsuits containing substantially similar allegations and requests for redress were filed in the United
 
49


 

  States District Court for the Southern District of New York. On June 29, 2004, the three complaints were consolidated into one action, In re Goldman Sachs Mutual Funds Fee Litigation, and on November 17, 2004, the plaintiffs filed a consolidated amended complaint against GSG, GSAM, Goldman Sachs Asset Management International (“GSAMI”), Goldman, Sachs & Co., the Trust, Goldman Sachs Variable Insurance Trust (“GSVIT”) the Trustees and Officers of the Trust and John Doe Defendants (collectively, the “Defendants”) in the United States District Court for the Southern District of New York. Certain investment portfolios of the Trust and GSVIT (collectively, the “Goldman Sachs Funds”) were named as nominal defendants in the amended complaint. Plaintiffs filed a second amended consolidated complaint on April 15, 2005.
 
  The second amended consolidated complaint, which is brought on behalf of all persons or entities who held shares in the Goldman Sachs Funds between April 2, 1999 and January 9, 2004, inclusive (the “Class Period”), asserts claims involving (i) violations of the Investment Company Act of 1940 (the “Investment Company Act”) and the Investment Advisers Act of 1940, (ii) common law breaches of fiduciary duty and (iii) unjust enrichment. The complaint alleges, among other things, that during the Class Period, the Defendants made improper and excessive brokerage commission and other payments to brokers that sold shares of the Goldman Sachs Funds and omitted statements of-fact in registration statements and reports filed pursuant to the Investment Company Act which were necessary to prevent such registration statements and reports from being materially false and misleading. In addition, the complaint alleges that the Goldman Sachs Funds paid excessive and improper investment advisory fees to GSAM and GSAMI. The complaint also alleges that GSAM and GSAMI used Rule 12b-1 fees for improper purposes and made improper use of soft dollars. The complaint further alleges that the Trust’s Officers and Trustees breached their fiduciary duties in connection with the foregoing. The plaintiffs in the cases are seeking compensatory damages; rescission of GSAM’s and GSAMI’s investment advisory agreement and return of fees paid; an accounting of all Goldman Sachs Funds-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and reasonable costs and expenses, including counsel fees and expert fees.
 
  Based on currently available information, GSAM and GSAMI believe that the likelihood that the pending purported class and derivative action lawsuit will have a material adverse financial impact on the Goldman Sachs Funds is remote, and the pending action is not likely to materially affect their ability to provide investment management services to its clients, including the Goldman Sachs Funds.

 
50


 

 
  Dividends
 
  Each Fund pays dividends from its investment income and distributions from net realized capital gains. You may choose to have dividends and distributions paid in:
  n   Cash
  n   Additional shares of the same class of the same Fund
  n   Shares of the same or an equivalent class of another Goldman Sachs Fund. Special restrictions may apply for certain Goldman Sachs Institutional Liquid Assets Portfolios (“ILA Portfolios”). See the Additional Statement.

  You may indicate your election on your Account Application. Any changes may be submitted in writing to Goldman Sachs at any time before the record date for a particular dividend or distribution. If you do not indicate any choice, dividends and distributions will be reinvested automatically in the applicable Fund.
 
  The election to reinvest dividends and distributions in additional shares will not affect the tax treatment of such dividends and distributions, which will be treated as received by you and then used to purchase the shares.
 
  The Funds’ investments in foreign securities may be subject to foreign withholding taxes. Under certain circumstances, the Funds may elect to pass-through these taxes to you. If this election is made, a proportionate amount of such taxes will constitute a distribution to you, which would allow you either (i) to credit such proportionate amount of foreign taxes against your U.S. federal income tax liability or (ii) to take such amount as an itemized deduction.
 
  Dividends from investment income and distributions from net capital gains are declared and paid annually by each Fund.
 
  From time to time a portion of a Fund’s dividends may constitute a return of capital.
 
  When you purchase shares of a Fund, part of the NAV per share may be represented by undistributed income or undistributed realized gains that have previously been earned by the Fund. Therefore, subsequent distributions on such shares from such income or realized gains may be taxable to you even if the NAV of the shares is, as a result of the distributions, reduced below the cost of such shares and the distributions (or portions thereof) represent a return of a portion of the purchase price.

 
51


 

 
  Shareholder Guide
 
  The following section will provide you with answers to some of the most often asked questions regarding buying and selling the Funds’ shares.

   HOW TO BUY SHARES   

  How Can I Purchase Class A, Class B And Class C Shares Of The Funds?
  You may purchase shares of the Funds through:
  n   Goldman Sachs;
  n   Authorized Dealers; or
  n   Directly from Goldman Sachs Trust (the “Trust”).

  In order to make an initial investment in a Fund, you must furnish to the Fund, Goldman Sachs or your Authorized Dealer the information in the Account Application. An order will be processed upon receipt of payment.
 
  To Open an Account:
  n   Complete the Account Application
  n   Mail your payment and Account Application to:
      Your Authorized Dealer
      —  Purchases by check or Federal Reserve draft should be made payable to your Authorized Dealer
      —  Your Authorized Dealer is responsible for forwarding payment promptly (within three business days) to the Fund
      or
      Goldman Sachs Funds , P.O. Box 219711, Kansas City, MO 64121-9711
      —  Purchases by check or Federal Reserve draft should be made payable to Goldman Sachs Funds – (Name of Fund and Class of Shares)
      —  Boston Financial Data Services, Inc. (“BFDS”), the Funds’ sub-transfer agent, will not accept checks drawn on foreign banks, third-party checks, cashier’s checks or official checks, temporary checks, electronic checks, drawer checks, cash, money orders, travelers cheques or credit card checks. In limited situations involving the transfer of retirement assets, the Fund may accept cashier’s checks or official bank checks.
      —  Federal funds wire, Automated Clearing House Network (“ACH”) transfer or bank wires should be sent to State Street Bank and Trust Company (“State Street”) (each Fund’s custodian). Please call the Funds at 1-800-526-7384 to get detailed instructions on how to wire your money.

 
52


 

SHAREHOLDER GUIDE

  What Is My Minimum Investment In The Funds?

                 
Initial Additional

Regular Accounts
    $1,000       $50  

Retirement Accounts (e.g. IRAs, employer sponsored plans)
    $250       No Minimum  

Uniform Gift/Transfer to Minors (UTMA/UGMA)
    $250       $50  

Coverdell ESAs
    $250       $50  

Automatic Investment Plans
    $250       $50  

  What Alternative Sales Arrangements Are Available?
  The Funds offer three classes of shares through this Prospectus.

         

Maximum Amount You Can Buy In The Aggregate Across Funds
  Class A   No limit
   
    Class B   $100,000*
   
    Class C   $1,000,000*

Initial Sales Charge
  Class A   Applies to purchases of less than $1 million—varies by size of investment with a maximum of 5.5%
   
    Class B   None
   
    Class C   None

CDSC
  Class A   1.00% on certain investments of $1 million or more if you sell within 18 months
   
    Class B   6 year declining CDSC with a maximum of 5%
   
    Class C   1% if shares are redeemed within 12 months of purchase

Conversion Feature
  Class A   None
   
    Class B   Class B Shares automatically convert to Class A Shares after 8 years
   
    Class C   None

  No additional Class B Shares or Class C Shares may be purchased by an investor either in an initial purchase or in subsequent purchases if the current market value of the shares owned and/or purchased is equal to or exceeds $100,000 in the case of Class B Shares or $1,000,000 in the case of Class C Shares.

  What Else Should I Know About Share Purchases?
  The Trust reserves the right to:
  n   Refuse to open an account if you fail to (i) provide a Social Security Number or other taxpayer identification number; or (ii) certify that such number is correct (if required to do so under applicable law).
  n   Reject or restrict any purchase or exchange order by a particular purchaser (or group of related purchasers) for any reason in its discretion. Without limiting the foregoing, the Trust may reject or restrict purchase and exchange orders by a particular purchaser (or group of related purchasers) when a pattern of frequent

 
53


 

  purchases, sales or exchanges of shares of a Fund is evident, or if purchases, sales or exchanges are, or a subsequent abrupt redemption might be, of a size that would disrupt the management of a Fund.
  n   Close a Fund to new investors from time to time and reopen any such Fund whenever it is deemed appropriate by a Fund’s Investment Adviser.
  n   Modify or waive the minimum investment amounts.
  n   Modify the manner in which shares are offered.
  n   Modify the sales charge rates applicable to future purchases of shares.

  Generally, the Fund will not allow non-U.S. citizens and certain U.S. citizens residing outside the United States to open an account directly with the Funds.
 
  The Funds may allow you to purchase shares with securities instead of cash if consistent with a Fund’s investment policies and operations and if approved by the Fund’s Investment Adviser.
 
  Customer Identification Program. Federal law requires the Funds to obtain, verify and record identifying information, which may include the name, residential or business street address, date of birth (for an individual), Social Security Number or taxpayer identification number or other identifying information, for investors who open accounts with the Funds. Applications without the required information may not be accepted by the Funds. After accepting an application, to the extent permitted by applicable law or their customer identification program, the Funds reserve the right to (i) place limits on transactions in any account until the identity of the investor is verified; or (ii) refuse an investment in the Funds; or (iii) involuntarily redeem an investor’s shares and close an account in the event that the Funds are unable to verify an investor’s identity. The Funds and their agents will not be responsible for any loss in an investor’s account resulting from the investor’s delay in providing all required identifying information or from closing an account and redeeming an investor’s shares pursuant to the customer identification program.
 
  How Are Shares Priced?
  The price you pay or receive when you buy, sell or exchange shares is the Fund’s next determined NAV for a share class (as adjusted for any applicable sales charge or redemption fee). Each class calculates its NAV as follows:

     

NAV =
  (Value of Assets of the Class)
- (Liabilities of the Class)

Number of Outstanding Shares of the Class

  The Funds’ investments are valued based on market quotations or if market quotations are not readily available, or if the Investment Adviser believes that such quotations do not accurately reflect fair value, the fair value of the Funds’

 
54


 

SHAREHOLDER GUIDE

  investments may be determined in good faith under procedures established by the Trustees.
 
  For Funds that invest a significant portion of assets in foreign equity securities, “fair value” prices are provided by an independent fair value service. Fair value prices are used because many foreign markets operate at times that do not coincide with those of the major U.S. markets. Events that could affect the values of foreign portfolio holdings may occur between the close of the foreign market and the time of determining the NAV, and would not otherwise be reflected in the NAV. If the independent fair value service does not provide a fair value for a particular security or if the value does not meet the established criteria for the Funds, the most recent closing price for such a security on its principal exchange will generally be its fair value on such date.
 
  In addition, the Investment Adviser, consistent with applicable regulatory guidance, may determine to make an adjustment to the previous closing 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 that could affect a large number of securities in a particular market may include, but are not limited to: situations relating to one or more single issuers in a market sector; significant fluctuations in foreign markets; market disruptions or market closings; governmental actions or other developments; as well as the same or similar events which may affect specific issuers or the securities markets even though not tied directly to the securities markets. Other significant events that could relate to a single issuer may include, but are not limited to: corporate actions such as reorganizations, mergers and buy-outs; corporate announcements on earnings; significant litigation; and regulatory news such as governmental approvals.
 
  One effect of using an independent fair value service and fair valuation may be to reduce stale pricing arbitrage opportunities presented by the pricing of Fund shares. However, it involves the risk that the values used by the Funds to price their investments may be different from those used by other investment companies and investors to price the same investments.
 
  Investments in other registered mutual funds (if any) are valued based on the NAV of those mutual funds (which may use fair value pricing as discussed in their prospectuses).

  n   NAV per share of each share class is generally calculated by the accounting agent on each business day as of the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. New York time) or such later time as the New York Stock Exchange or NASDAQ market may officially close. Fund

 
55


 

  shares will generally not be priced on any day the New York Stock Exchange is closed.
  n   When you buy shares, you pay the NAV next calculated after the Funds receive your order in proper form, plus any applicable sales charge.
  n   When you sell shares, you receive the NAV next calculated after the Funds receive your order in proper form, less any applicable CDSC or redemption fee.
  n   The Trust reserves the right to reprocess purchase (including dividend reinvestments), redemption and exchange transactions that were processed at an NAV other than a Fund’s official closing NAV that is subsequently adjusted, and to recover amounts from (or distribute amounts to) shareholders accordingly based on the official closing NAV as adjusted.
  n   The Trust reserves the right to advance the time by which purchase and redemption orders must be received for same business day credit as otherwise permitted by the SEC.

  Note: The time at which transactions and shares are priced and the time by which orders must be received may be changed in case of an emergency or if regular trading on the New York Stock Exchange is stopped at a time other than 4:00 p.m. New York time. In the event the New York Stock Exchange does not open for business because of an emergency, the Trust may, but is not required to, open one or more Funds for purchase, redemption and exchange transactions if the Federal Reserve wire payment system is open. To learn whether a Fund is open for business during an emergency situation, please call 1-800-526-7384.
 
  Foreign securities may trade in their local markets on days a Fund is closed. As a result, the NAV of a Fund that holds foreign securities may be impacted on days when investors may not purchase or redeem Fund shares.

   COMMON QUESTIONS ABOUT THE PURCHASE OF CLASS A SHARES   

  What Is The Offering Price Of Class A Shares?
  The offering price of Class A Shares of each Fund is the next determined NAV per share plus an initial sales charge paid to Goldman Sachs at the time of purchase of shares. The sales charge varies depending upon the amount you purchase. In some cases, described below, the initial sales charge may be eliminated altogether, and the offering price will be the NAV per share. The current

 
56


 

SHAREHOLDER GUIDE

  sales charges and commissions paid to Authorized Dealers for Class A Shares of the Funds are as follows:
                         
Sales Charge Maximum Dealer
Sales Charge as as Percentage Allowance as
Amount of Purchase Percentage of of Net Amount Percentage of
(including sales charge, if any) Offering Price Invested Offering Price*

Less than $50,000
    5.50 %     5.82 %     5.00 %
$50,000 up to (but less than) $100,000
    4.75       4.99       4.00  
$100,000 up to (but less than) $250,000
    3.75       3.90       3.00  
$250,000 up to (but less than) $500,000
    2.75       2.83       2.25  
$500,000 up to (but less than) $1 million
    2.00       2.04       1.75  
$1 million or more
    0.00 **     0.00 **     ***  

 
    *
Dealer’s allowance may be changed periodically. During special promotions, the entire sales charge may be allowed to Authorized Dealers. Authorized Dealers to whom substantially the entire sales charge is allowed may be deemed to be “underwriters” under the Securities Act of 1933.
  **
No sales charge is payable at the time of purchase of Class A Shares of $1 million or more, but a CDSC of 1% may be imposed in the event of certain redemptions within 18 months of purchase.
***
The Distributor may pay a one-time commission to Authorized Dealers who initiate or are responsible for purchases of $1 million or more of shares of the Funds equal to 1.00% of the amount under $3 million, 0.50% of the next $2 million, and 0.25% thereafter. In instances where an Authorized Dealer (including Goldman Sachs’ Private Wealth Management Unit) agrees to waive its receipt of the one-time commission described above, the CDSC on Class A Shares, generally, will be waived. The Distributor may also pay, with respect to all or a portion of the amount purchased, a commission in accordance with the foregoing schedule to Authorized Dealers who initiate or are responsible for purchases of $500,000 or more by certain Section 401(k), profit sharing, money purchase pension, tax-sheltered annuity, defined benefit pension, or other employee benefit plans (including health savings accounts) that are sponsored by one or more employers (including governmental or church employers) or employee organizations investing in the Funds which satisfy the criteria set forth below in “When Are Class A Shares Not Subject To A Sales Load?” or $1 million or more by certain “wrap” accounts. Purchases by such plans will be made at NAV with no initial sales charge, but if shares are redeemed within 18 months after the end of the calendar month in which such purchase was made, a CDSC of 1% may be imposed upon the plan, the plan sponsor or the third-party administrator. In addition, Authorized Dealers will remit to the Distributor such payments received in connection with “wrap” accounts in the event that shares are redeemed within 18 months after the end of the calendar month in which the purchase was made.

  You should note that the actual sales charge that appears in your mutual fund transaction confirmation may differ slightly from the rate disclosed above in the Prospectus due to rounding calculations.
 
  As indicated in the above chart, and as discussed further below and in the section titled “How Can the Sales Charge on Class A Shares Be Reduced?,” you may, under certain circumstances, be entitled to pay reduced sales charges on your purchases of Class A Shares or have those charges waived entirely. To take advantage of these discounts, you or your Authorized Dealer or financial intermediary must notify the Funds’ Transfer Agent at the time of your purchase

 
57


 

  order that a discount may apply to your current purchases. You may also be required to provide appropriate documentation to receive these discounts, including:

  (A)  Information or records regarding shares of the Funds or other Goldman Sachs Funds held in all accounts ( e.g., retirement accounts) of the shareholder at the financial intermediary;
 
  (B)  Information or records regarding shares of the Funds or other Goldman Sachs Funds held in any account of the shareholder at another financial intermediary; and
 
  (C)  Information or records regarding shares of the Funds or other Goldman Sachs Funds held at any financial intermediary by related parties of the shareholder, such as members of the same family or household.

  You should note in particular that, if the Funds’ Transfer Agent is properly notified, under the “Right of Accumulation” described below, the “Amount of Purchase” in the chart on the preceding page will be deemed to include all Class A, Class B and/or Class C Shares of the Goldman Sachs Funds that were acquired by purchase or exchange, and that were subject to a sales charge, that are held at the time of purchase by any of the following persons: (1) you, your spouse and your children; and (2) any trustee, guardian or other fiduciary of a single trust estate or a single fiduciary account. This includes, for example, any Class A, Class B and/or Class C Shares held at a broker-dealer or other financial intermediary other than the one handling your current purchase. In some circumstances, other Class A, Class B and/or Class C Shares may be aggregated with your current purchase under the Right of Accumulation as described in the Additional Statement. For purposes of determining the “Amount of Purchase,” all Class A, Class B and/or Class C Shares held at the time of purchase will be valued at their current market value.
 
  You should also note that if you provide the Transfer Agent a signed written Statement of Intention to invest (not counting reinvestments of dividends and distributions) in the aggregate, within a 13-month period, $50,000 or more in Class A Shares of one or more Goldman Sachs Funds, any investments you make during the 13 months will be treated as though the total quantity were invested in one lump sum and you will receive the discounted sales load based on your investment commitment. You must, however, inform the Transfer Agent that the Statement of Intention is in effect each time shares are purchased. Each purchase will be made at the public offering price applicable to a single transaction of the dollar amount specified on the Statement of Intention.
 
  In addition to the information provided in this Prospectus and the Additional Statement, information about sales charge discounts is available from your

 
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  Authorized Dealer or financial intermediary and, free of charge, on the Funds’ website at http://www.gs.com/funds.
 
  What Else Do I Need To Know About Class A Shares’ CDSC?
  Purchases of $1 million or more of Class A Shares will be made at NAV with no initial sales charge. However, if you redeem shares within 18 months after the end of the calendar month in which the purchase was made, a CDSC of 1% may be imposed. The CDSC may not be imposed if your Authorized Dealer enters into an agreement with the Distributor to return all or an applicable prorated portion of its commission to the Distributor. The CDSC is waived on redemptions in certain circumstances. See “In What Situations May The CDSC On Class A, B Or C Shares Be Waived Or Reduced?” below.
 
  When Are Class A Shares Not Subject To A Sales Load?
  Class A Shares of the Funds may be sold at NAV without payment of any sales charge to the following individuals and entities:
  n   Goldman Sachs, its affiliates or their respective officers, partners, directors or employees (including retired employees and former partners), any partnership of which Goldman Sachs is a general partner, any Trustee or officer of the Trust and designated family members of any of these individuals;
  n   Qualified employee benefit plans of Goldman Sachs;
  n   Trustees or directors of investment companies for which Goldman Sachs or an affiliate acts as sponsor;
  n   Any employee or registered representative of any Authorized Dealer or their respective spouses, children and parents;
  n   Banks, trust companies or other types of depository institutions;
  n   Any state, county or city, or any instrumentality, department, authority or agency thereof, which is prohibited by applicable investment laws from paying a sales charge or commission in connection with the purchase of shares of a Fund;
  n   Section 401(k), profit sharing, money purchase pension, tax-sheltered annuity, defined benefit pension, or other employee benefit plans (including health savings accounts) that are sponsored by one or more employers (including governmental or church employers) or employee organizations (“Employee Benefit Plans”) that:
     n   Buy shares of Goldman Sachs Funds worth $500,000 or more; or
     n   Have 100 or more eligible employees at the time of purchase; or
     n   Certify that they expect to have annual plan purchases of shares of Goldman Sachs Funds of $200,000 or more; or
     n   Are provided administrative services by certain third-party administrators that have entered into a special service arrangement with Goldman Sachs relating to such plans; or
     n   Have at the time of purchase aggregate assets of at least $2,000,000;

 
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  n   “Wrap” accounts for the benefit of clients of broker-dealers, financial institutions or financial planners, provided they have entered into an agreement with GSAM specifying aggregate minimums and certain operating policies and standards;
  n   Registered investment advisers investing for accounts for which they receive asset-based fees;
  n   Accounts over which GSAM or its advisory affiliates have investment discretion;
  n   Shareholders receiving distributions from a qualified retirement plan invested in the Goldman Sachs Funds and reinvesting such proceeds in a Goldman Sachs IRA;
  n   Shareholders who roll over distributions from any tax-qualified Employee Benefit plan or tax-sheltered annuity to an IRA which invests in the Goldman Sachs Funds if the tax-qualified Employee Benefit plan or tax-sheltered annuity receives administrative services provided by certain third-party administrators that have entered into a special service arrangement with Goldman Sachs relating to such plan or annuity; or
  n   Investors who qualify under other exemptions that are stated from time to time in the Additional Statement.

  In addition, during a 90-day period beginning in August 2005 and ending in November 2005, eligible clients of broker dealer Edward D. Jones & Co., LP were permitted to purchase Class A shares at NAV under the terms of the Edward Jones Free Switch Program.
 
  You must certify eligibility for any of the above exemptions on your Account Application and notify the Fund if you no longer are eligible for the exemption. The Fund will grant you an exemption subject to confirmation of your entitlement. You may be charged a fee if you effect your transactions through a broker or agent.
 
  How Can The Sales Charge On Class A Shares Be Reduced?

  n   Right of Accumulation: When buying Class A Shares in Goldman Sachs Funds, your current aggregate investment determines the initial sales load you pay. You may qualify for reduced sales charges when the current market value of holdings across Class A, Class B and/or Class C Shares, plus new purchases, reaches $50,000 or more. Class A, Class B and/or Class C Shares of any of the Goldman Sachs Funds may be combined under the Right of Accumulation. For purposes of applying the Right of Accumulation, shares of the Funds and any other Goldman Sachs Funds purchased by an existing client of Goldman Sachs Wealth Management or GS Ayco Holding LLC will be combined with Class A, Class B and/or Class C Shares and other assets held by all other Goldman Sachs Wealth Management accounts or accounts of GS Ayco Holding LLC,
 
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  respectively. In addition, under some circumstances, Class A, Class B and/or Class C Shares of the Funds and Class A, Class B and/or Class C Shares of any other Goldman Sachs Fund purchased by partners, directors, officers or employees of the same business organization, groups of individuals represented by and investing on the recommendation of the same accounting firm, certain affinity groups or other similar organizations may be combined for the purpose of determining whether a purchase will qualify for the Right of Accumulation and, if qualifying, the applicable sales charge level. To qualify for a reduced sales load, you or your Authorized Dealer must notify the Funds’ Transfer Agent at the time of investment that a quantity discount is applicable. Use of this option is subject to a check of appropriate records. The Additional Statement has more information about the Right of Accumulation.
  n   Statement of Intention: You may obtain a reduced sales charge by means of a written Statement of Intention which expresses your non-binding commitment to invest (not counting reinvestments of dividends and distributions) in the aggregate $50,000 or more within a period of 13 months in Class A Shares of one or more of the Goldman Sachs Funds. Any investments you make during the period will receive the discounted sales load based on the full amount of your investment commitment. At your request, purchases made during the previous 90 days may be included; however, capital appreciation does not apply toward these combined purchases. If the investment commitment of the Statement of Intention is not met prior to the expiration of the 13-month period, the entire amount will be subject to the higher applicable sales charge. By selecting the Statement of Intention, you authorize the Transfer Agent to escrow and redeem Class A Shares in your account to pay this additional charge. The Additional Statement has more information about the Statement of Intention, which you should read carefully.

 
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   COMMON QUESTIONS ABOUT THE PURCHASE OF CLASS B SHARES   

  What Is The Offering Price Of Class B Shares?
  You may purchase Class B Shares of the Funds at the next determined NAV without an initial sales charge. However, Class B Shares redeemed within six years of purchase will be subject to a CDSC at the rates shown in the table below based on how long you held your shares.
 
  The CDSC schedule is as follows:

         
CDSC as a
Percentage of
Dollar Amount
Year Since Purchase Subject to CDSC

First
    5%  
Second
    4%  
Third
    3%  
Fourth
    3%  
Fifth
    2%  
Sixth
    1%  
Seventh and thereafter
    None  

  Proceeds from the CDSC are payable to the Distributor and may be used in whole or in part to defray the Distributor’s expenses related to providing distribution-related services to the Funds in connection with the sale of Class B Shares, including the payment of compensation to Authorized Dealers. A commission equal to 4% of the amount invested is paid to Authorized Dealers.
 
  What Should I Know About The Automatic Conversion Of Class B Shares?
  Class B Shares of a Fund will automatically convert into Class A Shares of the same Fund at the end of the calendar quarter that is eight years after the purchase date.
 
  If you acquire Class B Shares of a Fund by exchange from Class B Shares of another Goldman Sachs Fund, your Class B Shares will convert into Class A Shares of such Fund based on the date of the initial purchase and the CDSC schedule of that purchase.
 
  If you acquire Class B Shares through reinvestment of distributions, your Class B Shares will convert into Class A Shares based on the date of the initial purchase of the shares on which the distribution was paid.
 
  The conversion of Class B Shares to Class A Shares will not occur at any time the Funds are advised that such conversions may constitute taxable events for federal tax purposes, which the Funds believe is unlikely. If conversions do not occur as a

 
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  result of possible taxability, Class B Shares would continue to be subject to higher expenses than Class A Shares for an indeterminate period.

   A COMMON QUESTION ABOUT THE PURCHASE OF CLASS C SHARES   

  What Is The Offering Price Of Class C Shares?
  You may purchase Class C Shares of the Funds at the next determined NAV without paying an initial sales charge. However, if you redeem Class C Shares within 12 months of purchase, a CDSC of 1% will normally be deducted from the redemption proceeds. In connection with purchases by Employee Benefit Plans, where Class C Shares are redeemed within 12 months of purchase, a CDSC of 1% may be imposed upon the plan sponsor or third-party administrator.
 
  Proceeds from the CDSC are payable to the Distributor and may be used in whole or in part to defray the Distributor’s expenses related to providing distribution-related services to the Funds in connection with the sale of Class C Shares, including the payment of compensation to Authorized Dealers. An amount equal to 1% of the amount invested is normally paid by the Distributor to Authorized Dealers.

   COMMON QUESTIONS APPLICABLE TO THE PURCHASE OF CLASS A, 
   B AND C SHARES   

  What Else Do I Need To Know About The CDSC On Class A, B Or C Shares?
  n   The CDSC is based on the lesser of the NAV of the shares at the time of redemption or the original offering price (which is the original NAV).
     n   No CDSC is charged on shares acquired from reinvested dividends or capital gains distributions.
     n   No CDSC is charged on the per share appreciation of your account over the initial purchase price.
     n   When counting the number of months since a purchase of Class B or Class C Shares was made, all payments made during a month will be combined and considered to have been made on the first day of that month.
  n   To keep your CDSC as low as possible, each time you place a request to sell shares, the Funds will first sell any shares in your account that do not carry a CDSC and then the shares in your account that have been held the longest.

 
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  In What Situations May The CDSC On Class A, B Or C Shares Be Waived Or Reduced?
  The CDSC on Class A, Class B and Class C Shares that are subject to a CDSC may be waived or reduced if the redemption relates to:
  n   Retirement distributions or loans to participants or beneficiaries from Employee Benefit Plans;
  n   The death or disability (as defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended (the “Code”)) of a participant or beneficiary in a Employee Benefit Plan;
  n   Hardship withdrawals by a participant or beneficiary in a Employee Benefit Plan;
  n   Satisfying the minimum distribution requirements of the Code;
  n   Establishing “substantially equal periodic payments” as described under Section 72(t)(2) of the Code;
  n   The separation from service by a participant or beneficiary in a Employee Benefit Plan;
  n   The death or disability (as defined in Section 72(m)(7) of the Code) of a shareholder if the redemption is made within one year of the event;
  n   Excess contributions distributed from a Employee Benefit Plan;
  n   Distributions from a qualified Employee Benefit Plan invested in the Goldman Sachs Funds which are being rolled over to a Goldman Sachs IRA in the same share class; or
  n   Redemption proceeds which are to be reinvested in accounts or non-registered products over which GSAM or its advisory affiliates have investment discretion.

  In addition, Class A, B and C Shares subject to a systematic withdrawal plan may be redeemed without a CDSC. The Funds reserve the right to limit such redemptions, on an annual basis, to 12% each of the value of your Class B and C Shares and 10% of the value of your Class A Shares.
 
  How Do I Decide Whether To Buy Class A, B Or C Shares?
  The decision as to which Class to purchase depends on the amount you invest, the intended length of the investment and your personal situation.
  n   Class A Shares. If you are making an investment of $50,000 or more that qualifies for a reduced sales charge, you should consider purchasing Class A Shares.
  n   Class B Shares. If you plan to hold your investment for at least six years and would prefer not to pay an initial sales charge, you might consider purchasing Class B Shares. By not paying a front-end sales charge, your entire investment in Class B Shares is available to work for you from the time you make your initial investment. However, the distribution and service fee paid by Class B Shares will cause your Class B Shares (until conversion to Class A Shares) to

 
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  have a higher expense ratio, and thus lower performance and lower dividend payments (to the extent dividends are paid) than Class A Shares. A maximum purchase limitation of $100,000 in the aggregate normally applies to Class B Shares. Once the current value of your Class B Shares in the aggregate across all Goldman Funds is equal to $100,000, you will not be allowed to purchase any additional Class B Shares. Individual purchases exceeding $100,000 will be rejected and additional purchases which could cause your holdings in Class B Shares exceed $100,000 will be rejected.
  n   Class C Shares. If you are unsure of the length of your investment or plan to hold your investment for less than six years and would prefer not to pay an initial sales charge, you may prefer Class C Shares. By not paying a front-end sales charge, your entire investment in Class C Shares is available to work for you from the time you make your initial investment. However, the distribution and service fee paid by Class C Shares will cause your Class C Shares to have a higher expense ratio, and thus lower performance and lower dividend payments (to the extent dividends are paid) than Class A Shares (or Class B Shares after conversion to Class A Shares).

    Although Class C Shares are subject to a CDSC for only 12 months, Class C Shares do not have the automatic eight year conversion feature applicable to Class B Shares and your investment may pay higher distribution fees indefinitely.
 
    A maximum purchase limitation of $1,000,000 in the aggregate normally applies to purchases of Class C Shares. Once the current value of your Class C Shares in the aggregate across all Goldman Funds is equal to $1,000,000, you will not be allowed to purchase any additional Class C Shares. Individual purchases exceeding $1,000,000 will be rejected and additional purchases which could cause your holdings in Class C Shares to exceed $1,000,000 will be rejected.

  Note: Authorized Dealers may receive different compensation for selling Class A, Class B or Class C Shares.
 
  In addition to Class A, Class B and Class C Shares, each Fund also offers other classes of shares to investors. These other share classes are subject to different fees and expenses (which affect performance), have different minimum investment requirements and are entitled to different services. Information regarding these other share classes may be obtained from your sales representative or from Goldman Sachs by calling the number on the back cover of this Prospectus.

 
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   HOW TO SELL SHARES   

  How Can I Sell Class A, Class B And Class C Shares Of The Funds?
  You may arrange to take money out of your account by selling (redeeming) some or all of your shares. Generally, each Fund will redeem its shares upon request on any business day at the NAV next determined after receipt of such request in proper form, subject to any applicable CDSC or redemption fee. You may request that redemption proceeds be sent to you by check or by wire (if the wire instructions are on record). Redemptions may be requested in writing or by telephone.

     
Instructions For Redemptions:

By Writing:
  n  Write a letter of instruction that includes:
         n  Your name(s) and signature(s)
         n  Your account number
         n  The Fund name and Class of Shares
         n  The dollar amount you want to sell
         n  How and where to send the proceeds
         n  Obtain a Medallion signature guarantee (see details below)
    n  Mail your request to:
    Goldman Sachs Funds
    P.O. Box 219711
    Kansas City, MO 64121-9711
    or for overnight delivery:
    Goldman Sachs Funds
    330 West 9th Street
    Poindexter Bldg., 1st Floor
    Kansas City, MO 64105

By Telephone:
  If you have not declined the telephone redemption privilege on your Account Application:
    n  1-800-526-7384
    (8:00 a.m. to 4:00 p.m. New York time)
    n  You may redeem up to $50,000 of your shares daily
    n  Proceeds which are sent directly to a Goldman Sachs
    brokerage account or to the bank account designated on your Account Application are not subject to the $50,000 limit

  Any redemption request that requires money to go to an account or address other than that designated on the Account Application must be in writing and signed by an authorized person designated on the Account Application. The written request
 
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  may be confirmed by telephone with both the requesting party and the designated bank account to verify instructions.
 
  When Do I Need A Medallion Signature Guarantee To Redeem Shares?
  A Medallion signature guarantee is required if:
  n   You are requesting in writing to redeem shares in an amount over $50,000;
  n   You would like the redemption proceeds sent to an address that is not your address of record; or
  n   You would like to change the bank designated on your Account Application.

  A signature guarantee must be obtained from a bank, brokerage firm or other financial intermediary that is a member of an approved Medallion Guarantee Program or that is otherwise approved by the Trust. A notary public cannot provide a signature guarantee. Additional documentation may be required for executors, trustees or corporations or when deemed appropriate by the Transfer Agent.
 
  What Do I Need To Know About Telephone Redemption Requests?
  The Trust, the Distributor and the Transfer Agent will not be liable for any loss you may incur in the event that the Trust accepts unauthorized telephone redemption requests that the Trust reasonably believes to be genuine. The Trust may accept telephone redemption instructions from any person identifying himself or herself as the owner of an account or the owner’s registered representative where the owner has not declined in writing to use this service. Thus, you risk possible losses if a telephone redemption is not authorized by you.
 
  In an effort to prevent unauthorized or fraudulent redemption and exchange requests by telephone, Goldman Sachs and BFDS each employ reasonable procedures specified by the Trust to confirm that such instructions are genuine. If reasonable procedures are not employed, the Trust may be liable for any loss due to unauthorized or fraudulent transactions. The following general policies are currently in effect:

  n   All telephone requests are recorded.
  n   Proceeds of telephone redemption requests will be sent only to your address of record or authorized bank account designated in the Account Application (unless you provide written instructions and a signature guarantee, indicating another address or account).
  n   For the 30-day period following a change of address, telephone redemptions will only be filled by a wire transfer to the bank account designated in the Account Applications (see immediately preceding bullet point). In order to receive the redemption by check during this time period, the redemption request must be a written, Medallion signature guaranteed letter.
  n   The telephone redemption option does not apply to shares held in a “street name” account. “Street name” accounts are accounts maintained and serviced

 
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  by your Authorized Dealer. If your account is held in “street name,” you should contact your registered representative of record, who may make telephone redemptions on your behalf.
  n   The telephone redemption option may be modified or terminated at any time.

  Note: It may be difficult to make telephone redemptions in times of drastic economic or market conditions.
 
  How Are Redemption Proceeds Paid?
  By Wire: You may arrange for your redemption proceeds to be wired as federal funds to the domestic bank account designated in your Account Application. The following general policies govern wiring redemption proceeds:

  n   Redemption proceeds will normally be wired on the next business day in federal funds (for a total of one business day delay), but may be paid up to three business days following receipt of a properly executed wire transfer redemption request. Although redemption proceeds will normally be wired as described above, under certain circumstances, redemption requests or payments may be postponed or suspended as permitted pursuant to Section 22(e) of the Investment Company Act. Generally, under that section, redemption requests or payments may be postponed or suspended if (i) the New York Stock Exchange is closed for trading or trading is restricted; (ii) an emergency exists which makes the disposal of securities owned by the Fund or the fair determination of the value of the Fund’s net assets not reasonably practicable; or (iii) the SEC by order permits the suspension of the right of redemption.

    If you are selling shares you recently paid for by check, the Fund will pay you when your check has cleared, which may take up to 15 days. If the Federal Reserve Bank is closed on the day that the redemption proceeds would ordinarily be wired, wiring the redemption proceeds may be delayed one additional business day.
  n   To change the bank designated on your Account Application, you must send written instructions (with your signature guaranteed) to the Transfer Agent.
  n   Neither the Trust, Goldman Sachs nor any Authorized Dealer assumes any responsibility for the performance of your bank or any intermediaries in the transfer process. If a problem with such performance arises, you should deal directly with your bank or any such intermediaries.

  By Check: You may elect to receive your redemption proceeds by check. Redemption proceeds paid by check will normally be mailed to the address of record within three business days of a properly executed redemption request. If you are selling shares you recently paid for by check, the Fund will pay you when your check has cleared, which may take up to 15 days.

 
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  What Do I Need To Know About The Redemption Fee?
  The Funds will charge a 2% redemption fee on the redemption of shares (including by exchange) held for 30 calendar days or less. For this purpose, the Funds use a first-in first-out (“FIFO”) method so that shares held longest will be treated as being redeemed first and shares held shortest will be treated as being redeemed last. The redemption fee will be paid to the Fund from which the redemption is made, and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of a Fund. The redemption fee may be collected by deduction from the redemption proceeds or, if assessed after the redemption transaction, through a separate billing.
 
  The redemption fee does not apply to transactions involving the following:
  n   Redemptions of shares acquired by reinvestment of dividends or capital gains distributions.
  n   Redemptions of shares that are acquired or redeemed in connection with the participation in a systematic withdrawal program or automatic investment plan.
  n   Redemptions of shares in connection with a regularly scheduled automatic rebalancing of assets by certain mutual fund asset allocation programs.
  n   Redemptions of shares maintained in omnibus accounts by the Funds’ transfer agent on behalf of trust companies and bank trust departments investing assets held in a fiduciary, agency, advisory, custodial or similar capacity and over which the trust companies and bank trust departments or other plan fiduciaries or participants (in the case of certain retirement plans) have full or shared investment discretion.
  n   Total or partial redemptions of shares held through retirement plans and accounts maintained pursuant to Section 401 (tax-qualified pension, profit sharing, 401(k), money purchase and stock bonus plans), 403 (qualified annuity plans and tax-sheltered annuities) and 457 (deferred compensation plans for employees of tax-exempt entities or governments) of the Internal Revenue Code of 1986, as amended, that are maintained by the Funds’ transfer agent on an omnibus basis.
  n   Redemption of shares that are issued as part of an investment company reorganization to which a Goldman Sachs Fund is a party.

  The Trust reserves the right to modify or eliminate the redemption fee or waivers at any time and will give 60 days’ prior written notice of any material changes, unless otherwise provided by law. The redemption fee policy may be modified or amended in the future to reflect, among other factors, regulatory requirements mandated by the SEC.

 
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  In addition to the circumstances noted above, the Trust reserves the right to grant additional exceptions based on such factors as operational limitations, contractual limitations and further guidance from the SEC or other regulators.
 
  What Else Do I Need To Know About Redemptions?
  The following generally applies to redemption requests:
  n   Additional documentation may be required when deemed appropriate by the Transfer Agent. A redemption request will not be in proper form until such additional documentation has been received.
  n   Institutions (including banks, trust companies, brokers and investment advisers) are responsible for the timely transmittal of redemption requests by their customers to the Transfer Agent. In order to facilitate the timely transmittal of redemption requests, these institutions may set times by which they must receive redemption requests. These institutions may also require additional documentation from you.

  The Trust reserves the right to:
  n   Redeem your shares if your account balance falls below the required Fund minimum as a result of a redemption. The Funds will not redeem your shares on this basis if the value of your account falls below the minimum account balance solely as a result of market conditions. The Funds will give you 60 days’ prior written notice to allow you to purchase sufficient additional shares of the Fund in order to avoid such redemption.
  n   Redeem your shares in the event your Authorized Dealer’s relationship with Goldman Sachs is terminated, and you do not transfer your account to another Authorized Dealer. The Trust will not be responsible for any loss in an investor’s account resulting from the redemption.
  n   Subject to applicable law, redeem your shares in other circumstances determined by the Board of Trustees to be in the best interests of the Trust.
  n   Pay redemptions by a distribution in-kind of securities (instead of cash). If you receive redemption proceeds in-kind, you should expect to incur transaction costs upon the disposition of those securities.
  n   Reinvest any dividends or other distributions which you have elected to receive in cash should your check for such dividends or other distributions be returned to the Fund as undeliverable or remain uncashed for six months. This provision may not apply to certain retirement or qualified accounts. In addition, that distribution and all future distributions payable to you will be reinvested at the NAV on the day of reinvestment in additional shares of the same class of the Fund that pays the distributions. No interest will accrue on amounts represented by uncashed distribution or redemption checks.

 
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  Can I Reinvest Redemption Proceeds In The Same Or Another Goldman Sachs Fund?
  You may redeem shares of a Fund and reinvest a portion or all of the redemption proceeds (plus any additional amounts needed to round off purchases to the nearest full share) at NAV. To be eligible for this privilege, you must have held the shares you want to redeem for at least 30 days and you must reinvest the share proceeds within 90 days after you redeem. You may reinvest as follows:
  n   Class A or B Shares—Class A Shares of the same Fund or another Goldman Sachs Fund
  n   Class C Shares—Class C Shares of the same Fund or another Goldman Sachs Fund
  n   You should obtain and read the applicable prospectuses before investing in any other Funds.
  n   If you pay a CDSC upon redemption of Class A or Class C Shares and then reinvest in Class A or Class C Shares as described above, your account will be credited with the amount of the CDSC you paid. The reinvested shares will, however, continue to be subject to a CDSC. The holding period of the shares acquired through reinvestment will include the holding period of the redeemed shares for purposes of computing the CDSC payable upon a subsequent redemption. For Class B Shares, you may reinvest the redemption proceeds in Class A Shares at NAV but the amount of the CDSC paid upon redemption of the Class B Shares will not be credited to your account.
  n   The reinvestment privilege may be exercised at any time in connection with transactions in which the proceeds are reinvested at NAV in a tax-sheltered Employee Benefit Plan. In other cases, the reinvestment privilege may be exercised once per year upon receipt of a written request.
  n   You may be subject to tax as a result of a redemption. You should consult your tax adviser concerning the tax consequences of a redemption and reinvestment.

  Can I Exchange My Investment From One Fund To Another?
  You may exchange shares of a Fund at NAV without the imposition of an initial sales charge or CDSC at the time of exchange for shares of the same class or an equivalent class of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 calendar days or less may, however, be subject to a redemption fee as described above under “What Do I Need To Know About The Redemption Fee?” The exchange privilege may be materially modified or withdrawn at any time upon 60 days’ written notice to you.

 
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Instructions For Exchanging Shares:

By Writing:
  n  Write a letter of instruction that includes:
         n  Your name(s) and signature(s)
         n  Your account number
         n  The Fund names and Class of Shares
         n  The dollar amount you want to exchange
    n  Mail the request to:
    Goldman Sachs Funds
    P.O. Box 219711
    Kansas City, MO 64121-9711
    or for overnight delivery -
    Goldman Sachs Funds
    330 West 9th St.
    Poindexter Bldg., 1st Floor
    Kansas City, MO 64105

By Telephone:
  If you have not declined the telephone exchange privilege on your Account Application:
    n  1-800-526-7384
    (8:00 a.m. to 4:00 p.m. New York time)

  You should keep in mind the following factors when making or considering an exchange:
  n   You should obtain and carefully read the prospectus of the Goldman Sachs Fund you are acquiring before making an exchange.
  n   Currently, there is no charge for exchanges, although the Funds may impose a charge in the future.
  n   The exchanged shares may later be exchanged for shares of the same class (or an equivalent class) of the original Fund at the next determined NAV without the imposition of an initial sales charge or CDSC (but subject to any applicable redemption fee) if the amount in the Fund resulting from such exchanges is less than the largest amount on which you have previously paid the applicable sales charge.
  n   When you exchange shares subject to a CDSC, no CDSC will be charged at that time. The exchanged shares will be subject to the CDSC of the shares originally held. For purposes of determining the amount of the applicable CDSC, the length of time you have owned the shares will be measured from the date you acquired the original shares subject to a CDSC and will not be affected by a subsequent exchange.
  n   Eligible investors may exchange certain classes of shares for another class of shares of the same Fund. For further information, call Goldman Sachs Funds at 1-800-526-7384 and see the Additional Statement.
  n   All exchanges which represent an initial investment in a Fund must satisfy the minimum initial investment requirements of that Fund. Exchanges into a money

 
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  market fund need not meet the traditional minimum investment requirements for that fund if the entire balance of the original Fund account is exchanged.
  n   Exchanges are available only in states where exchanges may be legally made.
  n   It may be difficult to make telephone exchanges in times of drastic economic or market conditions.
  n   Goldman Sachs and BFDS may use reasonable procedures described under “What Do I Need to Know About Telephone Redemption Requests?” in an effort to prevent unauthorized or fraudulent telephone exchange requests.
  n   Telephone exchanges normally will be made only to an identically registered account.
  n   Exchanges into Funds that are closed to new investors may be restricted.
  n   Exchanges into a Fund from another Goldman Sachs Fund may be subject to any redemption fee imposed by the other Goldman Sachs Fund.

  For federal income tax purposes, an exchange from one Goldman Sachs Fund to another is treated as a redemption of the shares surrendered in the exchange, on which you may be subject to tax, followed by a purchase of shares received in the exchange. You should consult your tax adviser concerning the tax consequences of an exchange.

   SHAREHOLDER SERVICES   

  Can I Arrange To Have Automatic Investments Made On A Regular Basis?
  You may be able to make systematic cash investments through your bank via ACH transfer or your checking account via bank draft each month. The minimum dollar amount for this service is $50 per month. Forms for this option are available from Goldman Sachs and your Authorized Dealer, or you may check the appropriate box on the Account Application.
 
  Can My Dividends And Distributions From A Fund Be Invested In Other Funds?
  You may elect to cross-reinvest dividends and capital gain distributions paid by a Fund in shares of the same class or an equivalent class of other Goldman Sachs Funds.
  n   Shares will be purchased at NAV.
  n   No initial sales charge or CDSC will be imposed.
  n   You may elect cross-reinvestment into an identically registered account or a similarly registered account provided that at least one name on the account is registered identically.

 
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  Can I Arrange To Have Automatic Exchanges Made On A Regular Basis?
  You may elect to exchange automatically a specified dollar amount of shares of a Fund for shares of the same class or an equivalent class of other Goldman Sachs Funds.
  n   Shares will be purchased at NAV.
  n   No initial sales charge is imposed.
  n   Shares subject to a CDSC acquired under this program may be subject to a CDSC at the time of redemption from the Fund into which the exchange is made depending upon the date and value of your original purchase.
  n   Automatic exchanges are made monthly on the 15th day of each month or the first business day thereafter.
  n   Minimum dollar amount: $50 per month.

  What Else Should I Know About Cross-Reinvestments And Automatic Exchanges?
  Cross-reinvestments and automatic exchanges are subject to the following conditions:
  n   You must invest an amount in the Fund into which cross-reinvestments or automatic exchanges are being made that is equal to that Fund’s minimum initial investment.
  n   You should obtain and read the prospectus of the Fund into which dividends are invested or automatic exchanges are made.

  Can I Have Automatic Withdrawals Made On A Regular Basis?
  You may draw on your account systematically via check or ACH transfer in any amount of $50 or more.
  n   It is normally undesirable to maintain a systematic withdrawal plan at the same time that you are purchasing additional Class A, Class B or Class C Shares because of the sales charge imposed on your purchases of Class A Shares or the imposition of a CDSC on your redemptions of Class A, Class B or Class C Shares.
  n   You must have a minimum balance of $5,000 in a Fund.
  n   Checks are mailed the next business day after your selected systematic withdrawal date.
  n   Each systematic withdrawal is a redemption and therefore a taxable transaction.
  n   The CDSC applicable to Class A, Class B or Class C Shares redeemed under the systematic withdrawal plan may be waived.

  What Types of Reports Will I Be Sent Regarding My Investment?
  You will be provided with a printed confirmation of each transaction in your account and quarterly account statement. A year-to-date statement for your account will be provided upon request made to Goldman Sachs. If your account is held in a

 
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  “street name” you may receive your statements and confirmations on a different schedule.
 
  You will also receive an annual shareholder report containing audited financial statements and a semi-annual shareholder report. If you have consented to the delivery of a single copy of shareholder reports, prospectuses and other information to all shareholders who share the same mailing address with your account, you may revoke your consent at any time by contacting Goldman Sachs Funds by phone at 1-800-526-7384 or by mail at Goldman Sachs Funds, 71 S. Wacker Dr., Suite 500, Chicago, IL 60606. The Funds will begin sending individual copies to you within 30 days after receipt of your revocation.
 
  The Funds do not generally provide sub-accounting services.
 
  What Should I Know When I Purchase Shares Through An Authorized Dealer?
  Authorized Dealers and other financial intermediaries may provide varying arrangements for their clients to purchase and redeem Fund shares. In addition, Authorized Dealers and other financial intermediaries will be responsible for providing to you any communication, from a Fund to its shareholders, including but not limited to, prospectus supplements, proxy materials and notices regarding the source of dividend payments pursuant to Section 19 of the Investment Company Act. They may charge additional fees not described in this Prospectus to their customers for such services.
 
  If shares of a Fund are held in a “street name” account with an Authorized Dealer, all recordkeeping, transaction processing and payments of distributions relating to your account will be performed by the Authorized Dealer, and not by the Fund and its Transfer Agent. Since the Funds will have no record of your transactions, you should contact the Authorized Dealer to purchase, redeem or exchange shares, to make changes in or give instructions concerning the account or to obtain information about your account. The transfer of shares in a “street name” account to an account with another dealer or to an account directly with the Fund involves special procedures and will require you to obtain historical purchase information about the shares in the account from the Authorized Dealer. If your Authorized Dealer’s relationship with Goldman Sachs is terminated, and you do not transfer your account to another Authorized Dealer, the Trust reserves the right to redeem your shares. The Trust will not be responsible for any loss in an investor’s account resulting from a redemption.
 
  Authorized Dealers and other financial intermediaries may be authorized to accept, on behalf of the Trust, purchase, redemption and exchange orders placed by or on

 
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  behalf of their customers, and if approved by the Trust, to designate other intermediaries to accept such orders. In these cases:
  n   A Fund will be deemed to have received an order that is in proper form when the order is accepted by an Authorized Dealer or intermediary on a business day, and the order will be priced at the Fund’s NAV per share (adjusted for any applicable sales charge and redemption fee) next determined after such acceptance.
  n   Authorized Dealers and intermediaries are responsible for transmitting accepted orders to the Funds within the time period agreed upon by them.

  You should contact your Authorized Dealer or intermediary to learn whether it is authorized to accept orders for the Trust.
 
  The Investment Adviser, Distributor and/or their affiliates may make payments to Authorized Dealers and other financial intermediaries (“Intermediaries”) from time to time to promote the sale, distribution and/or servicing of shares of the Funds and other Goldman Sachs Funds. These payments are made out of the Investment Adviser’s, Distributor’s and/or their affiliates’ own assets, and are not an additional charge to the Funds. The payments are in addition to the distribution and service fees and sales charges described in this Prospectus. Such payments are intended to compensate Intermediaries for, among other things: marketing shares of the Funds and other Goldman Sachs Funds, which may consist of payments relating to Funds included on preferred or recommended fund lists or in certain sales programs from time to time sponsored by the Intermediaries; access to the Intermediaries’ registered representatives or salespersons, including at conferences and other meetings; assistance in training and education of personnel; marketing support; and/or other specified services intended to assist in the distribution and marketing of the Funds and other Goldman Sachs Funds. The payments may also, to the extent permitted by applicable regulations, contribute to various non-cash and cash incentive arrangements to promote the sale of shares, as well as sponsor various educational programs, sales contests and/or promotions. The additional payments by the Investment Adviser, Distributor and/or their affiliates may also compensate Intermediaries for subaccounting, administrative and/or shareholder processing services that are in addition to the fees paid for these services by the Funds. The amount of these additional payments is normally not expected to exceed 0.50% (annualized) of the amount sold or invested through the Intermediaries. Please refer to the “Payments to Intermediaries” section of the Additional Statement for more information about these payments.
 
  The payments made by the Investment Adviser, Distributor and/or their affiliates may be different for different Intermediaries. The presence of these payments and the basis on which an Intermediary compensates its registered representatives or

 
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  salespersons may create an incentive for a particular Intermediary, registered representative or salesperson to highlight, feature or recommend Funds based, at least in part, on the level of compensation paid. You should contact your Authorized Dealer or Intermediary for more information about the payments it receives and any potential conflicts of interest.

   DISTRIBUTION SERVICES AND FEES   

  What Are The Different Distribution And Service Fees Paid By Class A, B and C Shares?
  The Trust has adopted distribution and service plans (each a “Plan”) under which Class A, Class B and Class C Shares bear distribution and service fees paid to Authorized Dealers and Goldman Sachs. If the fees received by Goldman Sachs pursuant to the Plans exceed its expenses, Goldman Sachs may realize a profit from these arrangements. Goldman Sachs generally pays the distribution and service fees on a quarterly basis.
 
  Under the Plans, Goldman Sachs is entitled to a monthly fee from each Fund for distribution services equal, on an annual basis, to 0.25%, 0.75% and 0.75%, respectively, of a Fund’s average daily net assets attributed to Class A, Class B and Class C Shares. Because these fees are paid out of the Fund’s assets on an ongoing basis, over time, these fees will increase the cost of your investment and may cost you more than paying other types of such charges.
 
  The distribution fees are subject to the requirements of Rule 12b-1 under the Investment Company Act of 1940, and may be used (among other things) for:
  n   Compensation paid to and expenses incurred by Authorized Dealers, Goldman Sachs and their respective officers, employees and sales representatives;
  n   Commissions paid to Authorized Dealers;
  n   Allocable overhead;
  n   Telephone and travel expenses;
  n   Interest and other costs associated with the financing of such compensation and expenses;
  n   Printing of prospectuses for prospective shareholders;
  n   Preparation and distribution of sales literature or advertising of any type; and
  n   All other expenses incurred in connection with activities primarily intended to result in the sale of Class A, Class B and Class C Shares.

  In connection with the sale of Class C Shares, Goldman Sachs normally begins paying the 0.75% distribution fee as an ongoing commission to Authorized Dealers after the shares have been held for one year.

 
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   PERSONAL ACCOUNT MAINTENANCE SERVICES AND FEES   

  Under the Plans, Goldman Sachs is also entitled to receive a separate fee equal on an annual basis to 0.25% of each Fund’s average daily net assets attributed to Class B or Class C Shares. This fee is for personal and account maintenance services, and may be used to make payments to Goldman Sachs, Authorized Dealers and their officers, sales representatives and employees for responding to inquiries of, and furnishing assistance to, shareholders regarding ownership of their shares or their accounts or similar services not otherwise provided on behalf of the Funds. If the fees received by Goldman Sachs pursuant to the Plans exceed its expenses, Goldman Sachs may realize a profit from this arrangement.
 
  In connection with the sale of Class C Shares, Goldman Sachs normally begins paying the 0.25% ongoing service fee to Authorized Dealers after the shares have been held for one year.

   RESTRICTIONS ON EXCESSIVE TRADING PRACTICES   

  Policies and Procedures on Excessive Trading Practices. In accordance with the policy adopted by the Board of Trustees, the Trust discourages frequent purchases and redemptions of Fund shares and does not permit market timing or other excessive trading practices. Purchases and exchanges should be made with a view to longer term investment purposes only that are consistent with the investment policies and practices of the respective Funds. Excessive, short-term (market timing) trading practices may disrupt portfolio management strategies, increase brokerage and administrative costs, harm fund performance and result in dilution in the value of Fund shares held by longer-term shareholders. The Trust and Goldman Sachs reserve the right to reject or restrict purchase or exchange requests from any investor. The Trust and Goldman Sachs will not be liable for any loss resulting from rejected purchase or exchange orders. To minimize harm to the Trust and its shareholders (or Goldman Sachs), the Trust (or Goldman Sachs) will exercise this right if, in the Trust’s (or Goldman Sachs’) judgment, an investor has a history of excessive trading or if an investor’s trading, in the judgment of the Trust (or Goldman Sachs), has been or may be disruptive to a Fund. In making this judgment, trades executed in multiple accounts under common ownership or control may be considered together to the extent they can be identified. No waivers of the provisions of the policy established to detect and deter market timing and other excessive trading activity are permitted that would harm the Trust or its shareholders or would subordinate the interests of the Trust or its shareholders to those of Goldman Sachs or any affiliated person or associated person of Goldman Sachs.
 
  To deter excessive shareholder trading, the Funds described in this Prospectus, the Structured International Equity Fund and certain Fixed Income Funds (which are

 
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  offered in separate prospectuses) impose a redemption fee on redemptions made within 30 calendar days of purchase subject to certain exceptions. See “Shareholder Guide – What Do I Need To Know About Redemption Fees?” for more information about the redemption fee, including transactions and certain omnibus accounts to which the redemption fee does not apply. As a deterrent to excessive trading, many foreign equity securities held by the Funds are priced by an independent pricing service using fair valuation. For more information on fair valuation, please see “Shareholder Guide – How are Shares Priced?”
 
  Pursuant to the policy adopted by the Board of Trustees, Goldman Sachs has developed criteria that it uses to identify trading activity that may be excessive. Goldman Sachs reviews on a regular, periodic basis available information relating to the trading activity in the Funds in order to assess the likelihood that a Fund may be the target of excessive trading. As part of its excessive trading surveillance process, Goldman Sachs, on a periodic basis, examines transactions that exceed certain monetary thresholds or numerical limits within a period of time. Consistent with the standards described above, if, in its judgment, Goldman Sachs detects excessive, short term trading, Goldman Sachs may reject or restrict a purchase or exchange request and may further seek to close an investor’s account with a Fund. Goldman Sachs may modify its surveillance procedures and criteria from time to time without prior notice regarding the detection of excessive trading or to address specific circumstances. Goldman Sachs will apply the criteria in a manner that, in Goldman Sachs’ judgment, will be uniform.
 
  Fund shares may be held through omnibus arrangements maintained by intermediaries such as broker-dealers, investment advisers, transfer agents, administrators and insurance companies. In addition, Fund shares may be held in omnibus 401(k) plans, Employee Benefit Plans and other group accounts. Omnibus accounts include multiple investors and such accounts typically provide the Funds with a net purchase or redemption request on any given day where the purchases and redemptions of Fund shares by the investors are netted against one another. The identity of individual investors whose purchase and redemption orders are aggregated are not known by the Funds. A number of these financial intermediaries may not have the capability or may not be willing to apply the Funds’ market timing policies or any applicable redemption fee. While Goldman Sachs may monitor share turnover at the omnibus account level, a Fund’s ability to monitor and detect market timing by shareholders or apply any applicable redemption fee in these omnibus accounts is limited. The netting effect makes it more difficult to identify, locate and eliminate market timing activities. In addition, those investors who engage in market timing and other excessive trading activities may employ a variety of techniques to avoid detection. There can be no assurance that the Funds and Goldman Sachs will be able to identify all those who trade excessively or employ a market timing strategy, and curtail their trading in every instance.

 
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  Taxation
 
  As with any investment, you should consider how your investment in the Funds will be taxed. The tax information below is provided as general information. More tax information is available in the Additional Statement. You should consult your tax adviser about the federal, state, local or foreign tax consequences of your investment in the Funds.
 
  Unless your investment is an IRA or other tax-advantaged account, you should consider the possible tax consequences of Fund distributions and the sale of your Fund shares.

   DISTRIBUTIONS   

  Each Fund contemplates declaring as dividends each year all or substantially all of its taxable income. Distributions you receive from the Funds are generally subject to federal income tax, and may also be subject to state or local taxes. This is true whether you reinvest your distributions in additional Fund shares or receive them in cash. For federal tax purposes, the Fund distributions attributable to short-term capital gains and net investment income are generally taxable to you as ordinary income, while distributions attributable to long-term capital gains are taxable as long-term capital gains, no matter how long you have owned your Fund shares.
 
  Under recent changes to the Internal Revenue Code (the “Code”), the maximum long-term capital gain tax rate applicable to individuals, estates, and trusts is 15%. Also, Fund distributions to noncorporate shareholders attributable to dividends received by the Funds from U.S. and certain qualified foreign corporations will generally be taxed at the long-term capital gain rate, as long as certain other requirements are met. A sunset provision provides that the 15% long-term capital gain rate and the taxation of dividends at the long-term capital gain rate will revert back to a prior version of these provisions in the Code for taxable years beginning after December 31, 2008. The amount of a Fund’s distributions that qualify for this favorable tax treatment may be reduced as a result of a Fund’s securities lending activities, by a high portfolio turnover rate or by investments in debt securities or “non-qualified” foreign corporations. For these lower rates to apply, the noncorporate shareholder must own the relevant Fund shares for at least 61 days during the 121-day period beginning 60 days before the Fund’s ex-dividend rate.
 
  Although distributions are generally treated as taxable to you in the year they are paid, distributions declared in October, November or December but paid in January are taxable as if they were paid in December. A percentage of the Funds’ dividends paid to corporate shareholders may be eligible for the corporate dividends-received

 
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  deduction. This percentage may, however, be reduced as a result of a Fund’s securities lending activities, by a high portfolio turnover rate or by investments in debt securities or foreign corporations. Character and tax status of all distributions will be available to shareholders after the close of each calendar year.
 
  Each Fund may be subject to foreign withholding or other foreign taxes on income or gain from certain foreign securities. Each Fund may make an election to treat a proportionate amount of those taxes as constituting a distribution to each shareholder, which would allow you either (i) to credit that proportionate amount of taxes against U.S. Federal income tax liability as a foreign tax credit or (ii) to take that amount as an itemized deduction.
 
  If you buy shares of a Fund before it makes a distribution, the distribution will be taxable to you even though it may actually be a return of a portion of your investment. This is known as “buying a dividend.”

   SALES AND EXCHANGES   

  Your sale of Fund shares is a taxable transaction for federal income tax purposes, and may also be subject to state and local taxes. For tax purposes, the exchange of your Fund shares for shares of a different Goldman Sachs Fund is the same as a sale. When you sell your shares, you will generally recognize a capital gain or loss in an amount equal to the difference between your adjusted tax basis in the shares and the amount received. Generally, this gain or loss is long-term or short-term depending on whether your holding period exceeds twelve months, except that any loss realized on shares held for six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends that were received on the shares. Additionally, any loss realized on a sale, exchange or redemption of shares of a Fund may be disallowed under “wash sale” rules to the extent the shares disposed of are replaced with other shares of that Fund within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to a dividend reinvestment in shares of that Fund. If disallowed, the loss will be reflected in an adjustment to the basis of the shares acquired.

   OTHER INFORMATION   

  When you open your account, you should provide your Social Security Number or tax identification number on your Account Application. By law, each Fund must withhold 28% of your taxable distributions and any redemption proceeds if you do not provide your correct taxpayer identification number, or certify that it is correct, or if the IRS instructs the Fund to do so.
 
  Non-U.S. investors may be subject to U.S. withholding and estate tax. However, non-U.S. investors generally may file for a refund of tax withheld (if any) on distributions of qualified interest income and short-term capital gains made by the Funds after September 1, 2005 and before August 31, 2008.

 
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  Appendix A
Additional Information on Portfolio
Risks, Securities and Techniques

   A.  General Portfolio Risks   

  The Funds will be subject to the risks associated with equity investments. “Equity investments” may include common stocks, preferred stocks, interests in real estate investment trusts, convertible debt obligations, convertible preferred stocks, equity interests in trusts, partnerships, joint ventures, limited liability companies and similar enterprises, warrants, stock purchase rights and synthetic and derivative instruments that have economic characteristics similar to equity securities. In general, the values of equity investments fluctuate in response to the activities of individual companies and in response to general market and economic conditions. Accordingly, the values of the equity investments that a Fund holds may decline over short or extended periods. The stock markets tend to be cyclical, with periods when stock prices generally rise and periods when prices generally decline. This volatility means that the value of your investment in the Funds may increase or decrease. In recent years, certain stock markets have experienced substantial price volatility.
 
  To the extent that a Fund invests in fixed-income securities, that Fund will also be subject to the risks associated with its fixed-income securities. These risks include interest rate risk, credit risk and call/extension risk. In general, interest rate risk involves the risk that when interest rates decline, the market value of fixed-income securities tends to increase (although many mortgage-related securities will have less potential than other debt securities for capital appreciation during periods of declining rates). Conversely, when interest rates increase, the market value of fixed-income securities tends to decline. Credit risk involves the risk that an issuer or guarantor could default on its obligations, and a Fund will not recover its investment. Call risk and extension risk are normally present in mortgage-backed securities and asset-backed securities. For example, homeowners have the option to prepay their mortgages. Therefore, the duration of a security backed by home mortgages can either shorten (call risk) or lengthen (extension risk). In general, if interest rates on new mortgage loans fall sufficiently below the interest rates on existing outstanding mortgage loans, the rate of prepayment would be expected to increase. Conversely, if mortgage loan interest rates rise above the interest rates on existing outstanding mortgage loans, the rate of prepayment would be expected to decrease. In either case, a change in the prepayment rate can result in losses to

 
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  investors. The same would be true of asset-backed securities such as securities backed by car loans.
 
  The Investment Adviser will not consider the portfolio turnover rate a limiting factor in making investment decisions for a Fund. A high rate of portfolio turnover (100% or more) involves correspondingly greater expenses which must be borne by a Fund and its shareholders, and is also likely to result in higher short-term capital gains taxable to shareholders. The portfolio turnover rate is calculated by dividing the lesser of the dollar amount of sales or purchases of portfolio securities by the average monthly value of a Fund’s portfolio securities, excluding securities having a maturity at the date of purchase of one year or less. See “Financial Highlights” in Appendix B for a statement of the Funds’ historical portfolio turnover rates.
 
  The following sections provide further information on certain types of securities and investment techniques that may be used by the Funds, including their associated risks. Additional information is provided in the Additional Statement, which is available upon request. Among other things, the Additional Statement describes certain fundamental investment restrictions that cannot be changed without shareholder approval. You should note, however, that all investment objectives and all investment policies not specifically designated as fundamental are non-fundamental, and may be changed without shareholder approval. If there is a change in a Fund’s investment objective, you should consider whether that Fund remains an appropriate investment in light of your then current financial position and needs.

   B.  Other Portfolio Risks   

  Risks of Investing in Small Capitalization and Mid-Capitalization Companies. Each Fund may, to the extent consistent with its investment policies, invest in small and mid-capitalization companies. Investments in small and mid-capitalization companies involve greater risk and portfolio price volatility than investments in larger capitalization stocks. Among the reasons for the greater price volatility of these investments are the less certain growth prospects of smaller firms and the lower degree of liquidity in the markets for such securities. Small and mid-capitalization companies may be thinly traded and may have to be sold at a discount from current market prices or in small lots over an extended period of time. In addition, these securities are subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities in particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic or market conditions, or adverse investor perceptions whether or not accurate. Because of the lack of sufficient market liquidity, a Fund may incur losses because it will be required to effect sales at a disadvantageous

 
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  time and only then at a substantial drop in price. Small and mid-capitalization companies include “unseasoned” issuers that do not have an established financial history; often have limited product lines, markets or financial resources; may depend on or use a few key personnel for management; and may be susceptible to losses and risks of bankruptcy. Small and mid-capitalization companies may be operating at a loss or have significant variations in operating results; may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence; may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position; and may have substantial borrowings or may otherwise have a weak financial condition. In addition, these companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing, and other capabilities, and a larger number of qualified managerial and technical personnel. Transaction costs for these investments are often higher than those of larger capitalization companies. Investments in small and mid-capitalization companies may be more difficult to price precisely than other types of securities because of their characteristics and lower trading volumes.
 
  Risks of Foreign Investments. The Funds may make foreign investments. Foreign investments involve special risks that are not typically associated with U.S. dollar denominated or quoted securities of U.S. issuers. Foreign investments may be affected by changes in currency rates, changes in foreign or U.S. laws or restrictions applicable to such investments and changes in exchange control regulations ( e.g. , currency blockage). A decline in the exchange rate of the currency ( i.e. , weakening of the currency against the U.S. dollar) in which a portfolio security is quoted or denominated relative to the U.S. dollar would reduce the value of the portfolio security. In addition, if the currency in which a Fund receives dividends, interest or other payments declines in value against the U.S. dollar before such income is distributed as dividends to shareholders or converted to U.S. dollars, the Fund may have to sell portfolio securities to obtain sufficient cash to pay such dividends.
 
  Brokerage commissions, custodial services and other costs relating to investment in international securities markets generally are more expensive than in the United States. In addition, clearance and settlement procedures may be different in foreign countries and, in certain markets, such procedures have been unable to keep pace with the volume of securities transactions, thus making it difficult to conduct such transactions.
 
  Foreign issuers are not generally subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to U.S. issuers. There may be less publicly available information about a foreign issuer than about a U.S.

 
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  issuer. In addition, there is generally less government regulation of foreign markets, companies and securities dealers than in the United States, and the legal remedies for investors may be more limited than the remedies available in the United States. Foreign securities markets may have substantially less volume than U.S. securities markets and securities of many foreign issuers are less liquid and more volatile than securities of comparable domestic issuers. Furthermore, with respect to certain foreign countries, there is a possibility of nationalization, expropriation or confiscatory taxation, imposition of withholding or other taxes on dividend or interest payments (or, in some cases, capital gains distributions), limitations on the removal of funds or other assets from such countries, and risks of political or social instability or diplomatic developments which could adversely affect investments in those countries.
 
  Concentration of a Fund’s assets in one or a few countries and currencies will subject a Fund to greater risks than if a Fund’s assets were not geographically concentrated.
 
  Investment in sovereign debt obligations by a Fund involves risks not present in debt obligations of corporate issuers. The issuer of the debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due in accordance with the terms of such debt, and a Fund may have limited recourse to compel payment in the event of a default. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt, and in turn a Fund’s NAV, to a greater extent than the volatility inherent in debt obligations of U.S. issuers.
 
  A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward international lenders, and the political constraints to which a sovereign debtor may be subject.
 
  Investments in foreign securities may take the form of sponsored and unsponsored American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), European Depositary Receipts (“EDRs”) or other similar instruments representing securities of foreign issuers. ADRs, GDRs and EDRs represent the right to receive securities of foreign issuers deposited in a bank or other depository. ADRs and certain GDRs are traded in the United States. GDRs may be traded in either the United States or in foreign markets. EDRs are traded primarily outside the United States. Prices of ADRs are quoted in U.S. dollars. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security.

 
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  Risks of Euro. On January 1, 1999, the European Economic and Monetary Union (EMU) introduced a new single currency called the euro. The euro has replaced the national currencies of the following member countries: Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain. In addition, Cyprus, the Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia and Slovenia became members of the EMU on May 1, 2004, but these countries will not adopt the euro as their new currency until they can show that their economies have converged with the economies of the euro zone.
 
  The European Central Bank has control over each country’s monetary policies. Therefore, the member countries no longer control their own monetary policies by directing independent interest rates for their currencies. The national governments of the participating countries, however, have retained the authority to set tax and spending policies and public debt levels.
 
  The change to the euro as a single currency is relatively new and untested. The elimination of currency risk among EMU countries has affected the economic environment and behavior of investors, particularly in European markets, but the long-term impact of those changes on currency values or on the business or financial condition of European countries and issuers cannot be fully assessed at this time. In addition, the introduction of the euro presents other unique uncertainties, including the fluctuation of the euro relative to non-euro currencies; whether the interest rate, tax and labor regimes of European countries participating in the euro will converge over time; and whether the conversion of the currencies of other countries that now are or may in the future become members of the European Union (“EU”) will have an impact on the euro. Also, it is possible that the euro could be abandoned in the future by countries that have already adopted its use. In May and June 2005, voters in France and the Netherlands rejected ratification of the EU Constitution causing some other countries to postpone moves toward ratification. These or other events, including political and economic developments, could cause market disruptions, and could adversely affect the value of securities held by the Funds. Because of the number of countries using this single currency, a significant portion of the assets held by the Funds may be denominated in the euro.
 
  Risks of Emerging Countries. Certain Funds may invest in securities of issuers located in emerging countries. The risks of foreign investment are heightened when the issuer is located in an emerging country. Emerging countries are generally located in the Asia and Pacific regions, Eastern Europe, Latin and South America and Africa. A Fund’s purchase and sale of portfolio securities in certain emerging countries may be constrained by limitations relating to daily changes in the prices

 
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  of listed securities, periodic trading or settlement volume and/or limitations on aggregate holdings of foreign investors. Such limitations may be computed based on the aggregate trading volume by or holdings of a Fund, the Investment Adviser, its affiliates and their respective clients and other service providers. A Fund may not be able to sell securities in circumstances where price, trading or settlement volume limitations have been reached.
 
  Foreign investment in the securities markets of certain emerging countries is restricted or controlled to varying degrees which may limit investment in such countries or increase the administrative costs of such investments. For example, certain Asian countries require governmental approval prior to investments by foreign persons or limit investment by foreign persons to only a specified percentage of an issuer’s outstanding securities or a specific class of securities which may have less advantageous terms (including price) than securities of the issuer available for purchase by nationals. In addition, certain countries may restrict or prohibit investment opportunities in issuers or industries deemed important to national interests. Such restrictions may affect the market price, liquidity and rights of securities that may be purchased by a Fund. The repatriation of both investment income and capital from certain emerging countries is subject to restrictions such as the need for governmental consents. In situations where a country restricts direct investment in securities (which may occur in certain Asian and other countries), a Fund may invest in such countries through other investment funds in such countries.
 
  Many emerging countries have experienced currency devaluations and substantial (and, in some cases, extremely high) rates of inflation. Other emerging countries have experienced economic recessions. These circumstances have had a negative effect on the economies and securities markets of such emerging countries. Economies in emerging countries generally are dependent heavily upon commodity prices and international trade and, accordingly, have been and may continue to be affected adversely by the economies of their trading partners, trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade.
 
  Many emerging countries are subject to a substantial degree of economic, political and social instability. Governments of some emerging countries are authoritarian in nature or have been installed or removed as a result of military coups, while governments in other emerging countries have periodically used force to suppress civil dissent. Disparities of wealth, the pace and success of democratization, and ethnic, religious and racial disaffection, among other factors, have also led to social unrest, violence and/or labor unrest in some emerging countries. Unanticipated political or social developments may result in sudden and significant investment losses. Investing in emerging countries involves greater risk of loss due to

 
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  expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and on repatriation of capital invested. As an example, in the past some Eastern European governments have expropriated substantial amounts of private property, and many claims of the property owners have never been fully settled. There is no assurance that similar expropriations will not recur in Eastern European or other countries.
 
  A Fund’s investment in emerging countries may also be subject to withholding or other taxes, which may be significant and may reduce the return from an investment in such countries to the Fund.
 
  Settlement procedures in emerging countries are frequently less developed and reliable than those in the United States and may involve a Fund’s delivery of securities before receipt of payment for their sale. In addition, significant delays may occur in certain markets in registering the transfer of securities. Settlement or registration problems may make it more difficult for a Fund to value its portfolio securities and could cause the Fund to miss attractive investment opportunities, to have a portion of its assets uninvested or to incur losses due to the failure of a counterparty to pay for securities the Fund has delivered or the Fund’s inability to complete its contractual obligations because of theft or other reasons.
 
  The creditworthiness of the local securities firms used by a Fund in emerging countries may not be as sound as the creditworthiness of firms used in more developed countries. As a result, the Fund may be subject to a greater risk of loss if a securities firm defaults in the performance of its responsibilities.
 
  The small size and inexperience of the securities markets in certain emerging countries and the limited volume of trading in securities in those countries may make a Fund’s investments in such countries less liquid and more volatile than investments in countries with more developed securities markets (such as the United States, Japan and most Western European countries). A Fund’s investments in emerging countries are subject to the risk that the liquidity of a particular investment, or investments generally, in such countries will shrink or disappear suddenly and without warning as a result of adverse economic, market or political conditions or adverse investor perceptions, whether or not accurate. Because of the lack of sufficient market liquidity, a Fund may incur losses because it will be required to effect sales at a disadvantageous time and only then at a substantial drop in price. Investments in emerging countries may be more difficult to price precisely because of the characteristics discussed above and lower trading volumes.
 
  A Fund’s use of foreign currency management techniques in emerging countries may be limited. The Investment Adviser anticipates that a significant portion of the

 
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  Funds’ currency exposure in emerging countries may not be covered by these techniques.
 
  Risks of Derivative Investments. A Fund’s transactions, if any, in options, futures, options on futures, swaps, interest rate caps, floors and collars, structured securities and foreign currency transactions involve additional risk of loss. Loss can result from a lack of correlation between changes in the value of derivative instruments and the portfolio assets (if any) being hedged, the potential illiquidity of the markets for derivative instruments, or the risks arising from margin requirements and related leverage factors associated with such transactions. The use of these management techniques also involves the risk of loss if the Investment Adviser is incorrect in its expectation of fluctuations in securities prices, interest rates or currency prices. Each Fund may also invest in derivative investments for non-hedging purposes (that is, to seek to increase total return). Investing for non-hedging purposes is considered a speculative practice and presents even greater risk of loss.
 
  Risks of Illiquid Securities. Each Fund may invest up to 15% of its net assets in illiquid securities which cannot be disposed of in seven days in the ordinary course of business at fair value. Illiquid securities include:
  n   Both domestic and foreign securities that are not readily marketable
  n   Certain stripped mortgage-backed securities
  n   Repurchase agreements and time deposits with a notice or demand period of more than seven days
  n   Certain over-the-counter options
  n   Certain structured securities and all swap transactions
  n   Certain restricted securities, unless it is determined, based upon a review of the trading markets for a specific restricted security, that such restricted security is liquid because it is so-called “4(2) commercial paper” or is otherwise eligible for resale pursuant to Rule 144A under the Securities Act of 1933 (“144A Securities”).

  Investing in 144A Securities may decrease the liquidity of a Fund’s portfolio to the extent that qualified institutional buyers become for a time uninterested in purchasing these restricted securities. The purchase price and subsequent valuation of restricted and illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists.
 
  Credit/Default Risks. Debt securities purchased by the Funds may include securities (including zero coupon bonds) issued by the U.S. government (and its agencies, instrumentalities and sponsored enterprises), foreign governments, domestic and foreign corporations, banks and other issuers. Some of these fixed-

 
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  income securities are described in the next section below. Further information is provided in the Additional Statement.
 
  Debt securities rated BBB or higher by Standard & Poor’s Rating Group (“Standard & Poor’s”), Baa or higher by Moody’s Investors Service, Inc. (“Moody’s”) or having a comparable rating by another NRSRO are considered “investment grade.” Securities rated BBB or Baa are considered medium-grade obligations with speculative characteristics, and adverse economic conditions or changing circumstances may weaken their issuers’ capacity to pay interest and repay principal. A security will be deemed to have met a rating requirement if it receives the minimum required rating from at least one such rating organization even though it has been rated below the minimum rating by one or more other rating organizations, or if unrated by such rating organizations, the security is determined by the Investment Adviser to be of comparable credit quality. If a security satisfies a Fund’s minimum rating requirement at the time of purchase and is subsequently downgraded below that rating, the Fund will not be required to dispose of the security. If a downgrade occurs, the Investment Adviser will consider what action, including the sale of the security, is in the best interest of a Fund and its shareholders.
 
  The Funds may invest in fixed-income securities rated BB or Ba or below (or comparable unrated securities) which are commonly referred to as “junk bonds.” Junk bonds are considered predominantly speculative and may be questionable as to principal and interest payments.
 
  In some cases, junk bonds may be highly speculative, have poor prospects for reaching investment grade standing and be in default. As a result, investment in such bonds will present greater speculative risks than those associated with investment in investment grade bonds. Also, to the extent that the rating assigned to a security in a Fund’s portfolio is downgraded by a rating organization, the market price and liquidity of such security may be adversely affected.
 
  Risks of Initial Public Offerings. The Funds may invest in IPOs. An IPO is a company’s first offering of stock to the public. IPO risk is the risk that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. When a Fund’s asset base is small, a significant portion of the Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the Fund’s assets grow, the effect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reduce the Fund’s performance. Because of the

 
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  price volatility of IPO shares, a Fund may choose to hold IPO shares for a very short period of time. This may increase the turnover of the Fund’s portfolio and may lead to increased expenses to the Fund, such as commissions and transaction costs. By selling IPO shares, the Fund may realize taxable gains it will subsequently distribute to shareholders. In addition, the market for IPO shares can be speculative and/or inactive for extended periods of time. There is no assurance that a Fund will be able to obtain allocable portions of IPO shares. The limited number of shares available for trading in some IPOs may make it more difficult for a Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. Investors in IPO shares can be affected by substantial dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders.
 
  Temporary Investment Risks. Each Fund may, for temporary defensive purposes, invest a certain percentage of its total assets in:
  n   U.S. government securities
  n   Commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO
  n   Certificates of deposit
  n   Bankers’ acceptances
  n   Repurchase agreements
  n   Non-convertible preferred stocks and non-convertible corporate bonds with a remaining maturity of less than one year

  When a Fund’s assets are invested in such instruments, the Fund may not be achieving its investment objective.

   C.  Portfolio Securities and Techniques   

  This section provides further information on certain types of securities and investment techniques that may be used by the Funds, including their associated risks.
 
  The Funds may purchase other types of securities or instruments similar to those described in this section if otherwise consistent with the Fund’s investment objectives and policies. Further information is provided in the Additional Statement, which is available upon request.
 
  Convertible Securities. Each Fund may invest in convertible securities. Convertible securities are preferred stock or debt obligations that are convertible into common stock. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. Convertible securities in which a Fund invests are subject to the same rating criteria as its other investments in fixed-

 
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  income securities. Convertible securities have both equity and fixed-income risk characteristics. Like all fixed-income securities, the value of convertible securities is susceptible to the risk of market losses attributable to changes in interest rates. Generally, the market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. However, when the market price of the common stock underlying a convertible security exceeds the conversion price of the convertible security, the convertible security tends to reflect the market price of the underlying common stock. As the market price of the underlying common stock declines, the convertible security, like a fixed-income security, tends to trade increasingly on a yield basis, and thus may not decline in price to the same extent as the underlying common stock.
 
  Foreign Currency Transactions. A Fund may, to the extent consistent with its investment policies, purchase or sell foreign currencies on a cash basis or through forward contracts. A forward contract involves an obligation to purchase or sell a specific currency at a future date at a price set at the time of the contract. A Fund may engage in foreign currency transactions for hedging purposes and to seek to protect against anticipated changes in future foreign currency exchange rates. In addition, certain Funds may enter into foreign currency transactions to seek a closer correlation between the Fund’s overall currency exposures and the currency exposures of the Fund’s performance benchmark. Certain Funds may also enter into such transactions to seek to increase total return, which is considered a speculative practice.
 
  Some Funds may also engage in cross-hedging by using forward contracts in a currency different from that in which the hedged security is denominated or quoted. A Fund may hold foreign currency received in connection with investments in foreign securities when, in the judgment of the Investment Adviser, it would be beneficial to convert such currency into U.S. dollars at a later date ( e.g. , the Investment Adviser may anticipate the foreign currency to appreciate against the U.S. dollar).
 
  Currency exchange rates may fluctuate significantly over short periods of time, causing, along with other factors, a Fund’s NAV to fluctuate (when the Fund’s NAV fluctuates, the value of your shares may go up or down). Currency exchange rates also can be affected unpredictably by the intervention of U.S. or foreign governments or central banks, or the failure to intervene, or by currency controls or political developments in the United States or abroad.
 
  The market in forward foreign currency exchange contracts, currency swaps and other privately negotiated currency instruments offers less protection against defaults by the other party to such instruments than is available for currency instruments traded on an exchange. Such contracts are subject to the risk that the

 
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  counterparty to the contract will default on its obligations. Since these contracts are not guaranteed by an exchange or clearinghouse, a default on a contract would deprive a Fund of unrealized profits, transaction costs or the benefits of a currency hedge or could force the Fund to cover its purchase or sale commitments, if any, at the current market price.
 
  Structured Securities. Each Fund may invest in structured securities. Structured securities are securities whose value is determined by reference to changes in the value of specific currencies, interest rates, commodities, indices or other financial indicators (the “Reference”) or the relative change in two or more References.
 
  The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference. Structured securities may be positively or negatively indexed, so that appreciation of the Reference may produce an increase or decrease in the interest rate or value of the security at maturity. In addition, changes in the interest rates or the value of the security at maturity may be a multiple of changes in the value of the Reference. Consequently, structured securities may present a greater degree of market risk than many types of securities and may be more volatile, less liquid and more difficult to price accurately than less complex securities.
 
  REITs. Each Fund may invest in REITs. REITs are pooled investment vehicles that invest primarily in either real estate or real estate related loans. The value of a REIT is affected by changes in the value of the properties owned by the REIT or securing mortgage loans held by the REIT. REITs are dependent upon the ability of the REITs’ managers, and are subject to heavy cash flow dependency, default by borrowers and the qualification of the REITs under applicable regulatory requirements for favorable income tax treatment. REITs are also subject to risks generally associated with investments in real estate including possible declines in the value of real estate, general and local economic conditions, environmental problems and changes in interest rates. To the extent that assets underlying a REIT are concentrated geographically, by property type or in certain other respects, these risks may be heightened. A Fund will indirectly bear its proportionate share of any expenses, including management fees, paid by a REIT in which it invests.
 
  Options on Securities, Securities Indices and Foreign Currencies. A put option gives the purchaser of the option the right to sell, and the writer (seller) of the option the obligation to buy, the underlying instrument during the option period. A call option gives the purchaser of the option the right to buy, and the writer (seller) of the option the obligation to sell, the underlying instrument during the option period. Each Fund may write (sell) covered call and put options and purchase put and call options on any securities in which the Fund may invest or on any securities index consisting of securities in which it may invest. A Fund may also, to

 
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  the extent consistent with its investment policies, purchase and sell (write) put and call options on foreign currencies.
 
  The writing and purchase of options is a highly specialized activity which involves special investment risks. Options may be used for either hedging or cross-hedging purposes, or to seek to increase total return (which is considered a speculative activity). The successful use of options depends in part on the ability of the Investment Adviser to manage future price fluctuations and the degree of correlation between the options and securities (or currency) markets. If the Investment Adviser is incorrect in its expectation of changes in market prices or determination of the correlation between the instruments or indices on which options are written and purchased and the instruments in a Fund’s investment portfolio, the Fund may incur losses that it would not otherwise incur. The use of options can also increase a Fund’s transaction costs. Options written or purchased by the Funds may be traded on either U.S. or foreign exchanges or over-the-counter. Foreign and over-the-counter options will present greater possibility of loss because of their greater illiquidity and credit risks.
 
  Futures Contracts and Options on Futures Contracts. Futures contracts are standardized, exchange-traded contracts that provide for the sale or purchase of a specified financial instrument or currency at a future time at a specified price. An option on a futures contract gives the purchaser the right (and the writer of the option the obligation) to assume a position in a futures contract at a specified exercise price within a specified period of time. A futures contract may be based on particular securities, foreign currencies, securities indices and other financial instruments and indices. The Funds may engage in futures transactions on both U.S. and foreign exchanges.
 
  Each Fund may purchase and sell futures contracts, and purchase and write call and put options on futures contracts, in order to seek to increase total return or to hedge against changes in interest rates, securities prices or, to the extent a Fund invests in foreign securities, currency exchange rates, or to otherwise manage its term structure, sector selection and duration in accordance with its investment objective and policies. Each Fund may also enter into closing purchase and sale transactions with respect to such contracts and options. The Trust, on behalf of each Fund, has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act, and therefore is not subject to registration or regulation as a pool operator under that Act with respect to the Funds.
 
  Futures contracts and related options present the following risks:
  n   While a Fund may benefit from the use of futures and options on futures, unanticipated changes in interest rates, securities prices or currency exchange

 
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  rates may result in poorer overall performance than if the Fund had not entered into any futures contracts or options transactions.
  n   Because perfect correlation between a futures position and a portfolio position that is intended to be protected is impossible to achieve, the desired protection may not be obtained and a Fund may be exposed to additional risk of loss.
  n   The loss incurred by a Fund in entering into futures contracts and in writing call options on futures is potentially unlimited and may exceed the amount of the premium received.
  n   Futures markets are highly volatile and the use of futures may increase the volatility of a Fund’s NAV.
  n   As a result of the low margin deposits normally required in futures trading, a relatively small price movement in a futures contract may result in substantial losses to a Fund.
  n   Futures contracts and options on futures may be illiquid, and exchanges may limit fluctuations in futures contract prices during a single day.
  n   Foreign exchanges may not provide the same protection as U.S. exchanges.

  Equity Swaps. Each Fund may invest in equity swaps. Equity swaps allow the parties to a swap agreement to exchange the dividend income or other components of return on an equity investment (for example, a group of equity securities or an index) for a component of return on another non-equity or equity investment.
 
  An equity swap may be used by a Fund to invest in a market without owning or taking physical custody of securities in circumstances in which direct investment may be restricted for legal reasons or is otherwise deemed impractical or disadvantageous. Equity swaps are derivatives and their value can be very volatile. To the extent that the Investment Adviser does not accurately analyze and predict the potential relative fluctuation of the components swapped with another party, a Fund may suffer a loss, which may be substantial. The value of some components of an equity swap (such as the dividends on a common stock) may also be sensitive to changes in interest rates. Furthermore, a Fund may suffer a loss if the counterparty defaults. Because equity swaps are normally illiquid, a Fund may be unable to terminate its obligations when desired.
 
  When-Issued Securities and Forward Commitments. Each Fund may purchase when-issued securities and make contracts to purchase or sell securities for a fixed price at a future date beyond customary settlement time. When-issued securities are securities that have been authorized, but not yet issued. When-issued securities are purchased in order to secure what is considered to be an advantageous price or yield to the Fund at the time of entering into the transaction. A forward commitment involves the entering into a contract to purchase or sell securities for a fixed price at a future date beyond the customary settlement period.

 
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  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, a Fund may dispose of when-issued securities or forward commitments prior to settlement if the Investment Adviser deems it appropriate.
 
  Repurchase Agreements. Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. Each Fund may enter into repurchase agreements with securities dealers and banks which furnish collateral at least equal in value or market price to the amount of their repurchase obligation.
 
  If the other party or “seller” defaults, a Fund might 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 bankruptcy of the seller, a Fund could suffer additional losses if a court determines that the Fund’s interest in the collateral is not enforceable.
 
  Certain Funds, together with other registered investment companies having advisory agreements with the Investment Adviser or any of its affiliates, may transfer uninvested cash balances into a single joint account, the daily aggregate balance of which will be invested in one or more repurchase agreements.
 
  Lending of Portfolio Securities. Each Fund may engage in securities lending. Securities lending involves the lending of securities owned by a Fund to financial institutions such as certain broker-dealers including, as permitted by the SEC, Goldman Sachs. The borrowers are required to secure their loans continuously with cash, cash equivalents, U.S. government securities or letters of credit in an amount at least equal to the market value of the securities loaned. Cash collateral may be invested by a Fund in short-term investments, including unregistered investment pools managed by the Investment Adviser or its affiliates and from which the Investment Adviser or its affiliates may receive fees. To the extent that cash collateral is so invested, such collateral will be subject to market depreciation or appreciation, and a Fund will be responsible for any loss that might result from its investment of the borrowers’ collateral. If the Investment Adviser determines to make securities loans, the value of the securities loaned may not exceed 33 1/3% of the value of the total assets of a Fund (including the loan collateral). Loan collateral (including any investment of the collateral) is not subject to the

 
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  percentage limitations described elsewhere in this Prospectus regarding investments in fixed-income securities and cash equivalents.
 
  A Fund may lend its securities to increase its income. A Fund may, however, experience delay in the recovery of its securities or incur a loss if the institution with which it has engaged in a portfolio loan transaction breaches its agreement with the Fund or becomes insolvent.
 
  Short Sales Against-the-Box. The Funds may make short sales against-the-box. A short sale against-the-box means that at all times when a short position is open the Fund will own an equal amount of securities sold short, or securities convertible into or exchangeable for, without payment of any further consideration, an equal amount of the securities of the same issuer as the securities sold short.
 
  Preferred Stock, Warrants and Rights. Each Fund may invest in preferred stock, warrants and rights. Preferred stocks are securities that represent an ownership interest providing the holder with claims on the issuer’s earnings and assets before common stock owners but after bond owners. Unlike debt securities, the obligations of an issuer of preferred stock, including dividend and other payment obligations, may not typically be accelerated by the holders of such preferred stock on the occurrence of an event of default or other non-compliance by the issuer of the preferred stock.
 
  Warrants and other rights are options to buy a stated number of shares of common stock at a specified price at any time during the life of the warrant or right. The holders of warrants and rights have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer.
 
  Other Investment Companies. Each Fund may invest in securities of other investment companies (including exchange-traded funds such as SPDRs and iShares SM , as defined below) subject to statutory limitations prescribed by the Investment Company Act of 1940. These limitations include a prohibition on any Fund acquiring more than 3% of the voting shares of any other investment company, and a prohibition on investing more than 5% of a Fund’s total assets in securities of any one investment company or more than 10% of its total assets in securities of all investment companies. A Fund will indirectly bear its proportionate share of any management fees and other expenses paid by such other investment companies. Although the Funds do not expect to do so in the foreseeable future, each Fund is authorized to invest substantially all of its assets in a single open-end investment company or series thereof that has substantially the same investment objective, policies and fundamental restrictions as the Fund. Pursuant to an exemptive order obtained from the SEC, other investment companies in which a

 
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  Fund may invest include money market funds which the Investment Adviser or any of its affiliates serves as investment adviser, administrator or distributor.
 
  Exchange-traded funds such as SPDRs and iShares SM are shares of unaffiliated investment companies which are traded like traditional equity securities on a national securities exchange or the NASDAQ ® National Market System.

  n   Standard & Poor’s Depositary Receipts™. The Funds may, consistent with their investment policies, purchase Standard & Poor’s Depositary Receipts™ (“SPDRs”). SPDRs are securities traded on an exchange (“AMEX”) that represent ownership in the SPDR Trust, a trust which has been established to accumulate and hold a portfolio of common stocks that is intended to track the price performance and dividend yield of the S&P 500 ® . SPDRs may be used for several reasons, including, but not limited to, facilitating the handling of cash flows or trading, or reducing transaction costs. The price movement of SPDRs may not perfectly parallel the price action of the S&P 500 ® .
 
  n   iShares SM . iShares are shares of an investment company that invests substantially all of its assets in securities included in specified indices, including the MSCI indices for various countries and regions. iShares are listed on an exchange and were initially offered to the public in 1996. The market prices of iShares are expected to fluctuate in accordance with both changes in the NAVs of their underlying indices and supply and demand of iShares on an exchange. However, iShares have a limited operating history and information is lacking regarding the actual performance and trading liquidity of iShares for extended periods or over complete market cycles. In addition, there is no assurance that the requirements of the exchange necessary to maintain the listing of iShares will continue to be met or will remain unchanged. In the event substantial market or other disruptions affecting iShares occur in the future, the liquidity and value of a Fund’s shares could also be substantially and adversely affected. If such disruptions were to occur, a Fund could be required to reconsider the use of iShares as part of its investment strategy.

  Unseasoned Companies. Each Fund may invest in companies which (together with their predecessors) have operated less than three years. The securities of such companies may have limited liquidity, which can result in their being priced higher or lower than might otherwise be the case. In addition, investments in unseasoned companies are more speculative and entail greater risk than do investments in companies with an established operating record.
 
  Corporate Debt Obligations. Corporate debt obligations include bonds, notes, debentures, commercial paper and other obligations of corporations to pay interest and repay principal. Each Fund may invest in corporate debt obligations issued by

 
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  U.S. and certain non-U.S. issuers which issue securities denominated in the U.S. dollar (including Yankee and Euro obligations). In addition to obligations of corporations, corporate debt obligations include securities issued by banks and other financial institutions and supranational entities ( i.e. , the World Bank, the International Monetary Fund, etc.).
 
  Bank Obligations. Each Fund may invest in obligations issued or guaranteed by U.S. or foreign banks. Bank obligations, including without limitation, time deposits, bankers’ acceptances and certificates of deposit, may be general obligations of the parent bank or may be limited to the issuing branch by the terms of the specific obligations or by government regulations. Banks are subject to extensive but different governmental regulations which may limit both the amount and types of loans which may be made and interest rates which may be charged. In addition, the profitability of the banking industry is largely dependent upon the availability and cost of funds for the purpose of financing lending operations under prevailing money market conditions. General economic conditions as well as exposure to credit losses arising from possible financial difficulties of borrowers play an important part in the operation of this industry.
 
  U.S. Government Securities. Each Fund may invest in U.S. Government Securities. U.S. Government Securities include U.S. Treasury obligations and obligations issued or guaranteed by U.S. government agencies, instrumentalities or sponsored enterprises. U.S. Government Securities may be supported by (a) the full faith and credit of the U.S. Treasury; (b) the right of the issuer to borrow from the U.S. Treasury; (c) the discretionary authority of the U.S. government to purchase certain obligations of the issuer; or (d) only the credit of the issuer. U.S. Government Securities also include Treasury receipts, zero coupon bonds and other stripped U.S. Government Securities, where the interest and principal components of stripped U.S. Government Securities are traded independently.
 
  Custodial Receipts and Trust Certificates. Each Fund may invest in custodial receipts and trust certificates representing interests in securities held by a custodian or trustee. The securities so held may include U.S. Government Securities or other types of securities in which a Fund may invest. The custodial receipts or trust certificates may evidence ownership of future interest payments, principal payments or both on the underlying securities, or, in some cases, the payment obligation of a third party that has entered into an interest rate swap or other arrangement with the custodian or trustee. For certain securities laws purposes, custodial receipts and trust certificates may not be considered obligations of the U.S. government or other issuer of the securities held by the custodian or trustee. If for tax purposes a Fund is not considered to be the owner of the underlying securities held in the custodial or trust account, the Fund may suffer adverse tax consequences. As a holder of

 
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  custodial receipts and trust certificates, a Fund will bear its proportionate share of the fees and expenses charged to the custodial account or trust. Each Fund may also invest in separately issued interests in custodial receipts and trust certificates.
 
  Mortgage-Backed Securities. The Funds may invest in mortgage-backed securities. Mortgage-backed securities represent direct or indirect participations in, or are collateralized by and payable from, mortgage loans secured by real property. Mortgage-backed securities can be backed by either fixed rate mortgage loans or adjustable rate mortgage loans, and may be issued by either a governmental or non-governmental entity. Privately issued mortgage-backed securities are normally structured with one or more types of “credit enhancement.” However, these mortgage-backed securities typically do not have the same credit standing as U.S. government guaranteed mortgage-backed securities.
 
  Mortgage-backed securities may include multiple class securities, including collateralized mortgage obligations (“CMOs”) and Real Estate Mortgage Investment Conduit (“REMIC”) pass-through or participation certificates. A REMIC is a CMO that qualifies for special tax treatment and invests in certain mortgages principally secured by interests in real property and other permitted investments. CMOs provide an investor with a specified interest in the cash flow from a pool of underlying mortgages or of other mortgage-backed securities. CMOs are issued in multiple classes each with a specified fixed or floating interest rate and a final scheduled distribution rate. In many cases, payments of principal are applied to the CMO classes in the order of their respective stated maturities, so that no principal payments will be made on a CMO class until all other classes having an earlier stated maturity date are paid in full.
 
  Sometimes, however, CMO classes are “parallel pay,” i.e. , payments of principal are made to two or more classes concurrently. In some cases, CMOs may have the characteristics of a stripped mortgage-backed security whose price can be highly volatile. CMOs may exhibit more or less price volatility and interest rate risk than other types of mortgage-related obligations, and under certain interest rate and payment scenarios, a Fund may fail to recoup fully its investment in certain of these securities regardless of their credit quality.
 
  Mortgaged-backed securities also include stripped mortgage-backed securities (“SMBS”), which are derivative multiple class mortgage-backed securities. SMBS are usually structured with two different classes: one that receives substantially all of the interest payments and the other that receives substantially all of the principal payments from a pool of mortgage loans. The market value of SMBS consisting entirely of principal payments generally is unusually volatile in response to changes in interest rates. The yields on SMBS that receive all or most of the interest from mortgage loans are generally higher than prevailing market yields on other

 
100


 

APPENDIX A

  mortgage-backed securities because their cash flow patterns are more volatile and there is a greater risk that the initial investment will not be fully recouped.
 
  Asset-Backed Securities. The Funds may invest in asset-backed securities. Asset-backed securities are securities whose principal and interest payments are collateralized by pools of assets such as auto loans, credit card receivables, leases, installment contracts and personal property. Asset-backed securities are often subject to more rapid repayment than their stated maturity date would indicate as a result of the pass-through of prepayments of principal on the underlying loans. During periods of declining interest rates, prepayment of loans underlying asset-backed securities can be expected to accelerate. Accordingly, a Fund’s ability to maintain positions in such securities will be affected by reductions in the principal amount of such securities resulting from prepayments, and its ability to reinvest the returns of principal at comparable yields is subject to generally prevailing interest rates at that time. Asset-backed securities present credit risks that are not presented by mortgage-backed securities. This is because asset-backed securities generally do not have the benefit of a security interest in collateral that is comparable to mortgage assets. If the issuer of an asset-backed security defaults on its payment obligations, there is the possibility that, in some cases, the Fund will be unable to possess and sell the underlying collateral and that the Fund’s recoveries on repossessed collateral may not be available to support payments on the securities. In the event of a default, a Fund may suffer a loss if it cannot sell collateral quickly and receive the amount it is owed.
 
  Borrowings. Each Fund can borrow money from banks and other financial institutions in amounts not exceeding one-third of its total assets for temporary or emergency purposes. A Fund may not make additional investments if borrowings exceed 5% of its total assets.

 
101


 

 
  Appendix B
Financial Highlights
 
  The financial highlights tables are intended to help you understand a Fund’s financial performance for the past five years (or less if the Fund has not been in operation for five years). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions). The information has been audited by PricewaterhouseCoopers LLP, whose report, along with a Fund’s financial statements, is included in the Funds’ annual reports (available upon request).

INTERNATIONAL EQUITY FUND

                                           
International Equity Fund—Class A Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 14.73     $ 13.41     $ 12.97     $ 15.64     $ 23.59  
   
Income (loss) from investment operations
                                       
Net investment income (loss) b
    0.09       0.03       0.03       c     (0.02 )
Net realized and unrealized gain (loss)
    3.30       1.95       0.56       (2.61 )     (5.80 )
   
 
Total from investment operations
    3.39       1.98       0.59       (2.61 )     (5.82 )
   
Distributions to shareholders
                                       
From net investment income
    (0.34 )     (0.66 )     (0.15 )     (0.06 )      
From net realized gains
                            (2.13 )
   
 
Total distributions
    (0.34 )     (0.66 )     (0.15 )     (0.06 )     (2.13 )
   
Net asset value, end of year
  $ 17.78     $ 14.73     $ 13.41     $ 12.97     $ 15.64  
   
Total return a
    23.26 %     14.88 %     4.69 %     (16.76 )%     (26.49 )%
Net assets, end of year (in 000s)
  $ 308,447     $ 301,190     $ 313,197     $ 503,843     $ 1,068,155  
Ratio of net expenses to average net assets
    1.54 %     1.74 %     1.80 %     1.80 %     1.79 %
Ratio of net investment income (loss) to average net assets
    0.53 %     0.17 %     0.29 %     0.01 %     (0.10 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.60 %     1.81 %     1.87 %     1.86 %     1.83 %
Ratio of net investment income (loss) to average net assets
    0.47 %     0.10 %     0.22 %     (0.05 )%     (0.14 )%
Portfolio turnover rate
    49 %     78 %     62 %     118 %     63 %

See page 120 for all footnotes.

 
102


 

APPENDIX B

 

                                           
International Equity Fund—Class B Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 14.26     $ 13.02     $ 12.61     $ 15.23     $ 23.14  
   
Income (loss) from investment operations
                                       
Net investment loss b
    (0.04 )     (0.06 )     (0.02 )     (0.06 )     (0.12 )
Net realized and unrealized gain (loss)
    3.20       1.90       0.53       (2.56 )     (5.66 )
   
 
Total from investment operations
    3.16       1.84       0.51       (2.62 )     (5.78 )
   
Distributions to shareholders
                                       
From net investment income
    (0.26 )     (0.60 )     (0.10 )            
From net realized gains
                            (2.13 )
   
 
Total distributions
    (0.26 )     (0.60 )     (0.10 )           (2.13 )
   
Net asset value, end of year
  $ 17.16     $ 14.26     $ 13.02     $ 12.61     $ 15.23  
   
Total return a
    22.36 %     14.23 %     4.17 %     (17.20 )%     (26.86 )%
Net assets, end of year (in 000s)
  $ 16,554     $ 23,515     $ 26,438     $ 32,317     $ 49,019  
Ratio of net expenses to average net assets
    2.29 %     2.29 %     2.30 %     2.30 %     2.29 %
Ratio of net investment loss to average net assets
    (0.27 )%     (0.39 )%     (0.18 )%     (0.43 )%     (0.64 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.35 %     2.36 %     2.37 %     2.36 %     2.33 %
Ratio of net investment loss to average net assets
    (0.33 )%     (0.46 )%     (0.25 )%     (0.49 )%     (0.68 )%
Portfolio turnover rate
    49 %     78 %     62 %     118 %     63 %

See page 120 for all footnotes.

 
103


 

 

                                           
International Equity Fund—Class C Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 14.03     $ 12.83     $ 12.46     $ 15.05     $ 22.89  
   
Income (loss) from investment operations
                                       
Net investment loss b
    (0.03 )     (0.05 )     (0.01 )     (0.06 )     (0.11 )
Net realized and unrealized gain (loss)
    3.13       1.86       0.51       (2.53 )     (5.60 )
   
 
Total from investment operations
    3.10       1.81       0.50       (2.59 )     (5.71 )
   
Distributions to shareholders
                                       
From net investment income
    (0.29 )     (0.61 )     (0.13 )            
From net realized gains
                            (2.13 )
   
 
Total distributions
    (0.29 )     (0.61 )     (0.13 )           (2.13 )
   
Net asset value, end of year
  $ 16.84     $ 14.03     $ 12.83     $ 12.46     $ 15.05  
   
Total return a
    22.31 %     14.26 %     4.17 %     (17.21 )%     (26.85 )%
Net assets, end of year (in 000s)
  $ 17,770     $ 15,643     $ 13,814     $ 13,832     $ 17,665  
Ratio of net expenses to average net assets
    2.29 %     2.29 %     2.30 %     2.30 %     2.29 %
Ratio of net investment loss to average net assets
    (0.21 )%     (0.36 )%     (0.12 )%     (0.40 )%     (0.62 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.35 %     2.36 %     2.37 %     2.36 %     2.33 %
Ratio of net investment loss to average net assets
    (0.27 )%     (0.43 )%     (0.19 )%     (0.46 )%     (0.66 )%
Portfolio turnover rate
    49 %     78 %     62 %     118 %     63 %

See page 120 for all footnotes.

 
104


 

APPENDIX B

  EUROPEAN EQUITY FUND

                                           
European Equity Fund—Class A Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 9.93     $ 8.23     $ 7.64     $ 9.31     $ 13.82  
   
Income (loss) from investment operations
                                       
Net investment income (loss) b
    0.09       0.02       0.04       0.01       (0.02 )
Net realized and unrealized gain (loss)
    2.35       1.75       0.55       (1.40 )     (2.93 )
   
 
Total from investment operations
    2.44       1.77       0.59       (1.39 )     (2.95 )
   
Distributions to shareholders
                                       
From net investment income
    (0.08 )     (0.07 )     c            
From net realized gains
                      (0.28 )     (1.56 )
   
 
Total distributions
    (0.08 )     (0.07 )     c     (0.28 )     (1.56 )
   
Net asset value, end of year
  $ 12.29     $ 9.93     $ 8.23     $ 7.64     $ 9.31  
   
Total return a
    24.66 %     21.52 %     7.74 %     (15.31 )%     (23.47 )%
Net assets, end of year (in 000s)
  $ 19,359     $ 17,947     $ 33,429     $ 37,017     $ 90,347  
Ratio of net expenses to average net assets
    1.54 %     1.74 %     1.82 %     1.81 %     1.79 %
Ratio of net investment income (loss) to average net assets
    0.77 %     0.25 %     0.61 %     0.16 %     (0.16 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.46 %     2.66 %     2.89 %     2.54 %     2.17 %
Ratio of net investment loss to average net assets
    (0.15 )%     (0.67 )%     (0.46 )%     (0.57 )%     (0.54 )%
Portfolio turnover rate
    70 %     51 %     131 %     88 %     110 %

See page 120 for all footnotes.

 
105


 

 

                                           
European Equity Fund—Class B Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 9.62     $ 8.01     $ 7.48     $ 9.17     $ 13.69  
   
Income (loss) from investment operations
                                       
Net investment income (loss) b
    0.01       (0.01 )     0.02       (0.02 )     (0.07 )
Net realized and unrealized gain (loss)
    2.27       1.67       0.51       (1.39 )     (2.89 )
   
 
Total from investment operations
    2.28       1.66       0.53       (1.41 )     (2.96 )
   
Distributions to shareholders
                                       
From net investment income
    (0.05 )     (0.05 )                  
From net realized gains
                      (0.28 )     (1.56 )
   
 
Total distributions
    (0.05 )     (0.05 )           (0.28 )     (1.56 )
   
Net asset value, end of year
  $ 11.85     $ 9.62     $ 8.01     $ 7.48     $ 9.17  
   
Total return a
    23.78 %     20.81 %     7.23 %     (15.88 )%     (23.80 )%
Net assets, end of year (in 000s)
  $ 2,543     $ 2,172     $ 1,727     $ 1,737     $ 2,727  
Ratio of net expenses to average net assets
    2.29 %     2.29 %     2.32 %     2.31 %     2.29 %
Ratio of net investment income (loss) to average net assets
    0.08 %     (0.05 )%     0.21 %     (0.21 )%     (0.63 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    3.21 %     3.21 %     3.39 %     3.04 %     2.67 %
Ratio of net investment loss to average net assets
    (0.84 )%     (0.97 )%     (0.86 )%     (0.94 )%     (1.01 )%
Portfolio turnover rate
    70 %     51 %     131 %     88 %     110 %

See page 120 for all footnotes.

 
106


 

APPENDIX B

 

                                           
European Equity Fund—Class C Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 9.62     $ 8.02     $ 7.48     $ 9.18     $ 13.72  
   
Income (loss) from investment operations
                                       
Net investment income (loss) b
    (c )     (0.01 )     0.02       (0.01 )     (0.07 )
Net realized and unrealized gain (loss)
    2.29       1.67       0.52       (1.41 )     (2.91 )
   
 
Total from investment operations
    2.29       1.66       0.54       (1.42 )     (2.98 )
   
Distributions to shareholders
                                       
From net investment income
    (0.03 )     (0.06 )                  
From net realized gains
                      (0.28 )     (1.56 )
   
 
Total distributions
    (0.03 )     (0.06 )           (0.28 )     (1.56 )
   
Net asset value, end of year
  $ 11.88     $ 9.62     $ 8.02     $ 7.48     $ 9.18  
   
Total return a
    23.82 %     20.86 %     7.09 %     (15.86 )%     (23.89 )%
Net assets, end of year (in 000s)
  $ 918     $ 974     $ 882     $ 629     $ 1,195  
Ratio of net expenses to average net assets
    2.29 %     2.29 %     2.32 %     2.31 %     2.29 %
Ratio of net investment income (loss) to average net assets
    (0.01 )%     (0.09 )%     0.26 %     (0.17 )%     (0.64 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    3.21 %     3.21 %     3.39 %     3.04 %     2.67 %
Ratio of net investment loss to average net assets
    (0.93 )%     (1.01 )%     (0.81 )%     (0.90 )%     (1.02 )%
Portfolio turnover rate
    70 %     51 %     131 %     88 %     110 %

See page 120 for all footnotes.

 
107


 

  JAPANESE EQUITY FUND

                                           
Japanese Equity Fund—Class A Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 8.61     $ 7.39     $ 7.70     $ 8.82     $ 15.77  
   
Income (loss) from investment operations
                                       
Net investment loss b
    (0.04 )     (0.08 )     (0.06 )     (0.09 )     (0.14 )
Net realized and unrealized gain (loss)
    1.01       1.31       (0.25 )     (0.95 )     (5.80 )
   
 
Total from investment operations
    0.97       1.23       (0.31 )     (1.04 )     (5.94 )
   
Distributions to shareholders
                                       
From net investment income
          (0.01 )                  
From net realized gains
                      (0.08 )     (1.01 )
   
 
Total distributions
          (0.01 )           (0.08 )     (1.01 )
   
Net asset value, end of year
  $ 9.58     $ 8.61     $ 7.39     $ 7.70     $ 8.82  
   
Total return a
    11.27 %     16.58 %     (4.03 )%     (11.84 )%     (39.60 )%
Net assets, end of year (in 000s)
  $ 38,443     $ 38,544     $ 19,088     $ 16,863     $ 19,289  
Ratio of net expenses to average net assets
    1.55 %     1.73 %     1.84 %     1.83 %     1.80 %
Ratio of net investment loss to average net assets
    (0.46 )%     (0.92 )%     (0.91 )%     (1.11 )%     (1.19 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.11 %     2.34 %     3.15 %     3.19 %     2.29 %
Ratio of net investment loss to average net assets
    (1.02 )%     (1.53 )%     (2.22 )%     (2.47 )%     (1.68 )%
Portfolio turnover rate
    82 %     111 %     115 %     98 %     75 %

See page 120 for all footnotes.

 
108


 

APPENDIX B

 

                                           
Japanese Equity Fund—Class B Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 8.34     $ 7.19     $ 7.55     $ 8.69     $ 15.63  
   
Income (loss) from investment operations
                                       
Net investment loss b
    (0.10 )     (0.13 )     (0.09 )     (0.13 )     (0.20 )
Net realized and unrealized gain (loss)
    0.97       1.28       (0.27 )     (0.93 )     (5.73 )
   
 
Total from investment operations
    0.87       1.15       (0.36 )     (1.06 )     (5.93 )
   
Distributions to shareholders
                                       
From net realized gains
                      (0.08 )     (1.01 )
   
Net asset value, end of year
  $ 9.21     $ 8.34     $ 7.19     $ 7.55     $ 8.69  
   
Total return a
    10.43 %     15.99 %     (4.77 )%     (12.25 )%     (39.90 )%
Net assets, end of year (in 000s)
  $ 1,797     $ 1,969     $ 1,556     $ 1,807     $ 2,281  
Ratio of net expenses to average net assets
    2.30 %     2.30 %     2.34 %     2.33 %     2.30 %
Ratio of net investment loss to average net assets
    (1.20 )%     (1.57 )%     (1.40 )%     (1.59 )%     (1.67 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.86 %     2.91 %     3.65 %     3.69 %     2.79 %
Ratio of net investment loss to average net assets
    (1.76 )%     (2.18 )%     (2.71 )%     (2.95 )%     (2.16 )%
Portfolio turnover rate
    82 %     111 %     115 %     98 %     75 %

See page 120 for all footnotes.

 
109


 

 

                                           
Japanese Equity Fund—Class C Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 8.32     $ 7.18     $ 7.53     $ 8.67     $ 15.58  
   
Income (loss) from investment operations
                                       
Net investment loss b
    (0.10 )     (0.13 )     (0.09 )     (0.13 )     (0.19 )
Net realized and unrealized gain (loss)
    0.97       1.27       (0.26 )     (0.93 )     (5.71 )
   
 
Total from investment operations
    0.87       1.14       (0.35 )     (1.06 )     (5.90 )
   
Distributions to shareholders
                                       
From net realized gains
                      (0.08 )     (1.01 )
   
Net asset value, end of year
  $ 9.19     $ 8.32     $ 7.18     $ 7.53     $ 8.67  
   
Total return a
    10.46 %     15.88 %     (4.65 )%     (12.28 )%     (39.84 )%
Net assets, end of year (in 000s)
  $ 1,711     $ 1,650     $ 1,784     $ 2,389     $ 2,242  
Ratio of net expenses to average net assets
    2.30 %     2.30 %     2.34 %     2.33 %     2.30 %
Ratio of net investment loss to average net assets
    (1.21 )%     (1.55 )%     (1.40 )%     (1.60 )%     (1.65 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.86 %     2.91 %     3.65 %     3.69 %     2.79 %
Ratio of net investment loss to average net assets
    (1.77 )%     (2.16 )%     (2.71 )%     (2.96 )%     (2.14 )%
Portfolio turnover rate
    82 %     111 %     115 %     98 %     75 %

See page 120 for all footnotes.

 
110


 

APPENDIX B

  INTERNATIONAL SMALL CAP FUND
                                           
International Small Cap Fund—Class A Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 12.00     $ 9.22     $ 7.96     $ 9.81     $ 16.12  
   
Income (loss) from investment operations
                                       
Net investment income (loss) b
    0.03       0.08       c     (0.07 )     (0.12 )
Net realized and unrealized gain (loss)
    3.88       2.71       1.26       (1.78 )     (5.21 )
   
 
Total from investment operations
    3.91       2.79       1.26       (1.85 )     (5.33 )
   
Distributions to shareholders
                                       
From net investment income
    (0.08 )     (0.01 )                  
From net realized gains
                            (0.98 )
   
 
Total distributions
    (0.08 )     (0.01 )                 (0.98 )
   
Net asset value, end of year
  $ 15.83     $ 12.00     $ 9.22     $ 7.96     $ 9.81  
   
Total return a
    32.70 %     30.33 %     15.83 %     (18.86 )%     (34.26 )%
Net assets, end of year (in 000s)
  $ 64,169     $ 24,420     $ 29,846     $ 51,188     $ 161,849  
Ratio of net expenses to average net assets
    1.64 %     1.85 %     1.91 %     2.03 %     2.05 %
Ratio of net investment income (loss) to average net assets
    0.17 %     0.70 %     0.02 %     (0.77 )%     (1.02 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.95 %     2.43 %     2.66 %     2.37 %     2.13 %
Ratio of net investment income (loss) to average net assets
    (0.14 )%     0.12 %     (0.73 )%     (1.11 )%     (1.10 )%
Portfolio turnover rate
    67 %     99 %     87 %     56 %     64 %

See page 120 for all footnotes.

 
111


 

                                           
International Small Cap Fund—Class B Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 11.65     $ 8.99     $ 7.81     $ 9.66     $ 15.98  
   
Income (loss) from investment operations
                                       
Net investment income (loss) b
    (0.09 )     0.02       (0.03 )     (0.11 )     (0.18 )
Net realized and unrealized gain (loss)
    3.76       2.65       1.21       (1.74 )     (5.16 )
   
 
Total from investment operations
    3.67       2.67       1.18       (1.85 )     (5.34 )
   
Distributions to shareholders
                                       
From net investment income
    (0.07 )     (0.01 )                  
From net realized gains
                            (0.98 )
   
 
Total distributions
    (0.07 )     (0.01 )                 (0.98 )
   
Net asset value, end of year
  $ 15.25     $ 11.65     $ 8.99     $ 7.81     $ 9.66  
   
Total return a
    31.63 %     29.66 %     15.11 %     (19.15 )%     (34.64 )%
Net assets, end of year (in 000s)
  $ 4,885     $ 3,362     $ 1,285     $ 1,171     $ 1,709  
Ratio of net expenses to average net assets
    2.39 %     2.39 %     2.41 %     2.53 %     2.55 %
Ratio of net investment income (loss) to average net assets
    (0.64 )%     0.17 %     (0.38 )%     (1.22 )%     (1.51 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.70 %     2.97 %     3.16 %     2.87 %     2.63 %
Ratio of net investment loss to average net assets
    (0.95 )%     (0.41 )%     (1.13 )%     (1.56 )%     (1.59 )%
Portfolio turnover rate
    67 %     99 %     87 %     56 %     64 %

See page 120 for all footnotes.

 
112


 

APPENDIX B

 

                                           
International Small Cap Fund—Class C Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 11.64     $ 8.98     $ 7.80     $ 9.66     $ 15.97  
   
Income (loss) from investment operations
                                       
Net investment loss b
    (0.09 )     (0.01 )     (0.03 )     (0.11 )     (0.17 )
Net realized and unrealized gain (loss)
    3.75       2.67       1.21       (1.75 )     (5.16 )
   
 
Total from investment operations
    3.66       2.66       1.18       (1.86 )     (5.33 )
   
Distributions to shareholders
                                       
From net investment income
    (0.11 )                        
From net realized gains
                            (0.98 )
   
 
Total distributions
    (0.11 )                       (0.98 )
   
Net asset value, end of year
  $ 15.19     $ 11.64     $ 8.98     $ 7.80     $ 9.66  
   
Total return a
    31.65 %     29.62 %     15.13 %     (19.25 )%     (34.60 )%
Net assets, end of year (in 000s)
  $ 8,445     $ 5,918     $ 1,653     $ 1,377     $ 1,826  
Ratio of net expenses to average net assets
    2.39 %     2.39 %     2.41 %     2.53 %     2.55 %
Ratio of net investment loss to average net assets
    (0.63 )%     (0.05 )%     (0.44 )%     (1.23 )%     (1.47 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.70 %     2.97 %     3.16 %     2.87 %     2.63 %
Ratio of net investment loss to average net assets
    (0.94 )%     (0.63 )%     (1.19 )%     (1.57 )%     (1.55 )%
Portfolio turnover rate
    67 %     99 %     87 %     56 %     64 %

See page 120 for all footnotes.

 
113


 

  EMERGING MARKETS EQUITY FUND

                                           
Emerging Markets Equity Fund—Class A Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 10.49     $ 9.14     $ 7.14     $ 7.21     $ 10.83  
   
Income (loss) from investment operations
                                       
Net investment income (loss) b
    0.09       0.04       0.03       (0.04 )     0.01  
Net realized and unrealized gain (loss)
    5.19       1.35       1.97       (0.03 )     (3.27 )
   
 
Total from investment operations
    5.28       1.39       2.00       (0.07 )     (3.26 )
   
Distributions to shareholders
                                       
From net investment income
    (0.01 )     (0.04 )                  
From net realized gains
                            (0.36 )
   
 
Total distributions
    (0.01 )     (0.04 )                 (0.36 )
   
Net asset value, end of year
  $ 15.76     $ 10.49     $ 9.14     $ 7.14     $ 7.21  
   
Total return a
    50.51 %     15.20 %     28.01 %     (0.97 )%     (30.55 )%
Net assets, end of year (in 000s)
  $ 87,292     $ 30,159     $ 24,504     $ 22,442     $ 33,827  
Ratio of net expenses to average net assets
    1.99 %     2.18 %     2.25 %     2.25 %     2.24 %
Ratio of net investment income (loss) to average net assets
    0.63 %     0.36 %     0.40 %     (0.51 )%     0.11 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.06 %     2.33 %     2.42 %     2.56 %     2.49 %
Ratio of net investment income (loss) to average net assets
    0.56 %     0.21 %     0.23 %     (0.82 )%     (0.14 )%
Portfolio turnover rate
    91 %     150 %     82 %     104 %     139 %

See page 120 for all footnotes.

 
114


 

APPENDIX B

 

                                           
Emerging Markets Equity Fund—Class B Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 10.19     $ 8.91     $ 7.00     $ 7.09     $ 10.72  
   
Income (loss) from investment operations
                                       
Net investment loss b
    (0.01 )     (0.01 )     (0.01 )     (0.08 )     (0.02 )
Net realized and unrealized gain (loss)
    5.06       1.31       1.92       (0.01 )     (3.25 )
   
 
Total from investment operations
    5.05       1.30       1.91       (0.09 )     (3.27 )
   
Distributions to shareholders
                                       
From net investment income
          (0.02 )                  
From net realized gains
                            (0.36 )
   
 
Total distributions
          (0.02 )                 (0.36 )
   
Net asset value, end of year
  $ 15.24     $ 10.19     $ 8.91     $ 7.00     $ 7.09  
   
Total return a
    49.51 %     14.68 %     27.29 %     (1.27 )%     (30.97 )%
Net assets, end of year (in 000s)
  $ 6,080     $ 2,971     $ 1,428     $ 1,351     $ 1,498  
Ratio of net expenses to average net assets
    2.74 %     2.74 %     2.75 %     2.75 %     2.74 %
Ratio of net investment loss to average net assets
    (0.11 )%     (0.13 )%     (0.10 )%     (1.03 )%     (0.29 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.81 %     2.89 %     2.92 %     3.06 %     2.99 %
Ratio of net investment loss to average net assets
    (0.18 )%     (0.28 )%     (0.27 )%     (1.34 )%     (0.54 )%
Portfolio turnover rate
    91 %     150 %     82 %     104 %     139 %

See page 120 for all footnotes.

 
115


 

 

                                           
Emerging Markets Equity Fund—Class C Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 10.22     $ 8.92     $ 7.01     $ 7.11     $ 10.75  
   
Income (loss) from investment operations
                                       
Net investment loss b
    c     (0.02 )     (0.01 )     (0.08 )     (0.03 )
Net realized and unrealized gain (loss)
    5.04       1.32       1.92       (0.02 )     (3.25 )
   
 
Total from investment operations
    5.04       1.30       1.91       (0.10 )     (3.28 )
   
Distributions to shareholders
                                       
From net realized gains
                            (0.36 )
   
Net asset value, end of year
  $ 15.26     $ 10.22     $ 8.92     $ 7.01     $ 7.11  
   
Total return a
    49.32 %     14.70 %     27.10 %     (1.41 )%     (30.98 )%
Net assets, end of year (in 000s)
  $ 2,835     $ 939     $ 972     $ 706     $ 656  
Ratio of net expenses to average net assets
    2.74 %     2.74 %     2.75 %     2.75 %     2.74 %
Ratio of net investment loss to average net assets
    0.02 %     (0.22 )%     (0.18 )%     (1.04 )%     (0.41 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.81 %     2.89 %     2.92 %     3.06 %     2.99 %
Ratio of net investment loss to average net assets
    (0.05 )%     (0.37 )%     (0.35 )%     (1.35 )%     (0.66 )%
Portfolio turnover rate
    91 %     150 %     82 %     104 %     139 %

See page 120 for all footnotes.

 
116


 

APPENDIX B

  ASIA EQUITY FUND
                                           
Asia Equity Fund—Class A Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 10.47     $ 9.37     $ 8.65     $ 8.07     $ 11.16  
   
Income (loss) from investment operations
                                       
Net investment income b
    0.16       0.06       0.07       0.06       0.04  
Net realized and unrealized gain (loss)
    2.82       1.11       0.65       0.52       (3.13 )
   
 
Total from investment operations
    2.98       1.17       0.72       0.58       (3.09 )
   
Distributions to shareholders
                                       
From net investment income
    (0.07 )     (0.07 )                  
   
Net asset value, end of year
  $ 13.38     $ 10.47     $ 9.37     $ 8.65     $ 8.07  
   
Total return a
    28.64 %     12.53 %     8.20 %     7.18 %     (27.53 )%
Net assets, end of year (in 000s)
  $ 59,572     $ 38,943     $ 35,070     $ 29,635     $ 33,854  
Ratio of net expenses to average net assets
    1.60 %     1.79 %     1.89 %     1.87 %     1.85 %
Ratio of net investment income to average net assets
    1.25 %     0.62 %     0.87 %     0.70 %     0.41 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.99 %     2.40 %     3.34 %     3.17 %     2.57 %
Ratio of net investment income (loss) to average net assets
    0.86 %     0.01 %     (0.58 )%     (0.60 )%     (0.31 )%
Portfolio turnover rate
    66 %     105 %     224 %     161 %     314 %

See page 120 for all footnotes.

 
117


 

 

                                           
Asia Equity Fund—Class B Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 10.08     $ 9.04     $ 8.39     $ 7.87     $ 10.91  
   
Income (loss) from investment operations
                                       
Net investment income b
    0.04       0.01       0.02       0.01       c
Net realized and unrealized gain (loss)
    2.74       1.06       0.63       0.51       (3.04 )
   
 
Total from investment operations
    2.78       1.07       0.65       0.52       (3.04 )
   
Distributions to shareholders
                                       
From net investment income
    (0.01 )     (0.03 )                  
   
Net asset value, end of year
  $ 12.85     $ 10.08     $ 9.04     $ 8.39     $ 7.87  
   
Total return a
    27.63 %     11.85 %     7.62 %     6.73 %     (27.80 )%
Net assets, end of year (in 000s)
  $ 5,124     $ 4,096     $ 3,185     $ 3,101     $ 3,645  
Ratio of net expenses to average net assets
    2.35 %     2.35 %     2.39 %     2.37 %     2.35 %
Ratio of net investment income (loss) to average net assets
    0.38 %     0.08 %     0.32 %     0.17 %     (0.04 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.74 %     2.96 %     3.84 %     3.67 %     3.07 %
Ratio of net investment loss to average net assets
    (0.01 )%     (0.53 )%     (1.13 )%     (1.13 )%     (0.76 )%
Portfolio turnover rate
    66 %     105 %     224 %     161 %     314 %

See page 120 for all footnotes.

 
118


 

APPENDIX B

 

                                           
Asia Equity Fund—Class C Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 10.03     $ 9.00     $ 8.37     $ 7.85     $ 10.88  
   
Income (loss) from investment operations
                                       
Net investment income (loss) b
    0.06       0.01       0.03       0.02       (0.01 )
Net realized and unrealized gain (loss)
    2.71       1.06       0.60       0.50       (3.02 )
   
 
Total from investment operations
    2.77       1.07       0.63       0.52       (3.03 )
   
Distributions to shareholders
                                       
From net investment income
    (0.01 )     (0.04 )                  
   
Net asset value, end of year
  $ 12.79     $ 10.03     $ 9.00     $ 8.37     $ 7.85  
   
Total return a
    27.60 %     11.89 %     7.53 %     6.62 %     (27.78 )%
Net assets, end of year (in 000s)
  $ 2,090     $ 1,582     $ 1,215     $ 1,055     $ 1,010  
Ratio of net expenses to average net assets
    2.35 %     2.35 %     2.39 %     2.37 %     2.35 %
Ratio of net investment income (loss) to average net assets
    0.48 %     0.06 %     0.38 %     0.23 %     (0.07 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.74 %     2.96 %     3.84 %     3.67 %     3.07 %
Ratio of net investment income (loss) to average net assets
    0.09 %     (0.55 )%     (1.07 )%     (1.07 )%     (0.79 )%
Portfolio turnover rate
    66 %     105 %     224 %     161 %     314 %

See page 120 for all footnotes.

 
119


 

Footnotes:
a
Assumes investment at the net asset value at the beginning of the year, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the year and no sales or redemption charges. Total return would be reduced if a sales or redemption charge were taken into account. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
b
Calculated based on the average shares outstanding methodology.
c
Amount is less than $0.005 per share.

 
120


 

 
  Index
         
    1 General Investment Management Approach
 
    2 Fund Investment Objectives and Strategies
    2   Goldman Sachs International Equity Fund
    4   Goldman Sachs European Equity Fund
    6   Goldman Sachs Japanese Equity Fund
    8   Goldman Sachs International Small Cap Fund
    10   Goldman Sachs Emerging Markets Equity Fund
    12   Goldman Sachs Asia Equity Fund
 
    14 Other Investment Practices and Securities
 
    18 Principal Risks of the Funds
 
    22 Fund Performance
 
    32 Fund Fees and Expenses
 
    42 Service Providers
 
    51 Dividends
 
    52 Shareholder Guide
    52   How To Buy Shares
    66   How To Sell Shares
 
    80 Taxation
 
    82 Appendix A
     Additional Information on
     Portfolio Risks, Securities
     and Techniques
 
    102 Appendix B
     Financial Highlights


 

 
  International Equity Funds
Prospectus
(Class A, B and C Shares)

   FOR MORE INFORMATION   

  Annual/Semi-annual Report
  Additional information about the Funds’ investments is available in the Funds’ annual and semi-annual reports to shareholders. In the Funds’ annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during the last fiscal year. A discussion regarding the basis for the Board of Trustees’ approval of the Management Agreement for the Funds is available in the Funds’ annual report dated August 31, 2005.
 
  Statement of Additional Information
  Additional information about the Funds and their policies is also available in the Funds’ Additional Statement. The Additional Statement is incorporated by reference into this Prospectus (is legally considered part of this Prospectus).
 
  The Funds’ annual and semi-annual reports, and the Additional Statement, are available free upon request by calling Goldman Sachs at 1-800-526-7384. You can also access and download the annual and semi-annual reports and the Additional Statement at the Funds’ website: http://www.gs.com/funds.
 
  To obtain other information and for shareholder inquiries:

     
     n  By telephone:
  1-800-526-7384
     n  By mail:
  Goldman Sachs Funds,
71 S. Wacker Dr., Suite 500
Chicago, IL 60606
     n  By e-mail:
  gs-funds@gs.com
     n  On the Internet:
  SEC EDGAR database: http://www.sec.gov
Goldman Sachs: http://www.gs.com/funds

  You may review and obtain copies of Fund documents (including the Additional Statement) by visiting the SEC’s public reference room in Washington, D.C. You may also obtain copies of Fund documents, after paying a duplicating fee, by writing to the SEC’s Public Reference Section, Washington, D.C. 20549-0102 or by electronic request to: publicinfo@sec.gov. Information on the operation of the public reference room may be obtained by calling the SEC at (202) 942-8090.

The Funds’ investment company registration number is 811-5349.

GSAM ® is a registered service mark of Goldman, Sachs & Co.

535738

EQINTLPROABC
(GOLDMAN SACHS LOGO)


 

Prospectus
  Institutional
  Shares
 
  December 29, 2005

 GOLDMAN SACHS INTERNATIONAL EQUITY FUNDS
     
(GRAPHIC)
  n  Goldman Sachs International Equity Fund

n
 Goldman Sachs European Equity Fund

n
 Goldman Sachs Japanese Equity Fund

n
 Goldman Sachs International Small Cap Fund

n
 Goldman Sachs Emerging Markets Equity Fund

n
 Goldman Sachs Asia Equity Fund

 
  THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
 
  AN INVESTMENT IN A FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN A FUND INVOLVES INVESTMENT RISKS, AND YOU MAY LOSE MONEY IN A FUND.
 
(GOLDMAN SACHS LOGO)


 

         

NOT FDIC-INSURED   May Lose Value   No Bank Guarantee


 

 
  General Investment
Management Approach
 
  Goldman Sachs Asset Management International (“GSAMI”) serves as investment adviser to International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and Asia Equity Funds. GSAMI is referred to in this Prospectus as the “Investment Adviser.”

   ACTIVE INTERNATIONAL STYLE FUNDS   

  GSAMI’s Active International Investment Philosophy:

     
    Belief How the Investment Adviser Acts on Belief

n  Equity markets are inefficient
  Seeks excess return through team driven, research intensive and bottom-up stock selection.
 
n  Corporate fundamentals
 ultimately drive share price
  Seeks to conduct rigorous, first-hand research of business and company management.
 
n  A business’ intrinsic value
 will be achieved over time
  Seeks to realize value through a long-term investment horizon.
 
n  Portfolio risk must be carefully
 analyzed and monitored
  Seeks to systematically monitor and manage risk through diversification and multifactor risk models.

  The Investment Adviser attempts to manage risk in these Funds through disciplined portfolio construction and continual portfolio review and analysis. As a result, bottom-up stock selection, driven by fundamental research, should be a main driver of returns.

  References in this Prospectus to a Fund’s benchmark are for informational purposes only, and unless otherwise noted are not an indication of how a particular Fund is managed.
 
1


 

 
  Fund Investment Objectives
and Strategies
 
  Goldman Sachs
International Equity Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  MSCI ® EAFE ® Index (unhedged)
Investment Focus:
  Equity investments in companies organized outside the United States or whose securities are principally traded outside the United States
Investment Style:
  Active International
Symbols:
  GSIEX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation. The Fund seeks this objective by investing in the stocks of leading companies within developed and emerging countries around the world, outside the U.S.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, substantially all, and at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) 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 intends to invest in companies with public stock market capitalizations that are larger than $500 million at the time of investment.
 
  The Fund may allocate its assets among countries as determined by the Investment Adviser from time to time provided that the Fund’s assets are invested in at least three foreign countries.
 
  The Fund expects to invest a substantial portion of its assets in the securities of issuers located in the developed countries of Western Europe and in Japan. From time to time, the Fund’s investments in a particular developed country may exceed

*   To the extent required by the Securities and Exchange Commission (“SEC”) regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
2


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

25% of its investment portfolio. In addition, the Fund may also invest in the securities of issuers located in Australia, Canada, New Zealand and in emerging countries. Currently, emerging countries include, among others, most Latin and South American, African, Asian and Eastern European nations.

  Other.  The Fund may also invest up to 20% of its Net Assets in fixed-income securities, such as government, corporate and bank debt obligations.

 
3


 

 
  Goldman Sachs
European Equity Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  MSCI ® Europe Index (unhedged)
Investment Focus:
  Equity investments in European issuers
Investment Style:
  Active International
Symbols:
  GSEIX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation. The Fund seeks this objective by investing primarily large-cap European stocks.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, substantially all, and at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in European issuers.* Because of its focus, the Fund will be more susceptible to European economic, market, political and local risks than a fund that is more geographically diversified.
 
  A European issuer is a company that either:
  n   Has a class of its securities whose principal securities market is in one or more European countries;
  n   Is organized under the laws of, or has a principal office in, a European country;
  n   Derives 50% or more of its total revenue from goods produced, sales made or services provided in one or more European countries; or
  n   Maintains 50% or more of its assets in one or more European countries.

  The Fund may allocate its assets among different countries as determined by the Investment Adviser from time to time, provided that the Fund’s assets are invested

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
4


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

  in at least three European countries. It is currently anticipated that a majority of the Fund’s assets will be invested in the equity securities of large-cap companies located in the developed countries of Western Europe. From time to time, the Fund’s investments in a particular developed country may exceed 25% of its investment portfolio. In addition, the Fund may invest, without limit, in mid-cap companies and small-cap companies, as well as companies located in emerging countries in Eastern European nations, including the states that formerly comprised the Soviet Union and Yugoslavia.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in equity investments in issuers located in non-European countries including emerging countries located in Latin and South America, Africa and Asia, and in fixed-income securities, such as government, corporate and bank debt obligations.

 
5


 

 
  Goldman Sachs
Japanese Equity Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  Tokyo Price Index (“TOPIX”) (unhedged)
Investment Focus:
  Equity investments in Japanese issuers
Investment Style:
  Active International
Symbols:
  GSJIX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation. The Fund seeks this objective by investing primarily in Japanese issuers.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, substantially all, and at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in Japanese issuers.*
 
  A Japanese issuer is a company that either:
  n   Has a class of its securities whose principal securities market is in Japan;
  n   Is organized under the laws of, or has a principal office in, Japan;
  n   Derives 50% or more of its total revenue from goods produced, sales made or services provided in Japan; or
  n   Maintains 50% or more of its assets in Japan.

  The Fund’s concentration in Japanese issuers will expose it to the risks of adverse social, political and economic events which occur in Japan or affect the Japanese markets. These risks, some of which are discussed briefly below, may adversely affect the ability of the Fund to achieve its investment objective.

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
6


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

  Japan’s economy grew substantially after World War II. More recently, however, Japan’s economic growth has been substantially below the level of earlier decades. In recent years, Japan has experienced stagnant consumer demand, higher unemployment and deflationary pressures. In response to these conditions, Japan has attempted to implement changes regarding high wages and taxes, currency valuations, structural rigidities, political reform and the deregulation of its economy. Although real gross domestic product in 2004 was positive, progress on these reforms has not been fast.
 
  Japan’s economy is heavily dependent upon international trade, and is especially sensitive to trade barriers and disputes. In particular, Japan relies on large imports of agricultural products, raw materials and fuels. A substantial rise in world oil or commodity prices, or a fall-off in Japan’s manufactured exports, could be expected to affect Japan’s economy adversely. Japan’s banking industry and, more generally, the Japanese economy have suffered from non-performing loans, low real estate values and lower valuations of securities holdings. Many Japanese banks have required public funds to avert insolvency. In 2003, to help Japanese banks shed their non-performing loans, Japan’s Financial Services Agency established the Industrial Revitalization Corporation Japan (“IRCJ”) to assist in cleaning up the non-performing loans of the Japanese banking sector. The IRCJ is modeled after the Resolution Trust Corporation which was created in the United States to address the savings and loans crisis. Recent economic performance has shown improvements with positive GDP growth and reduction in non-performing loans since 2002.
 
  The common stock of many Japanese companies has historically traded at high price-to-earnings ratios. Differences in accounting methods, interest rates and inflation have made it difficult to make comparisons with other companies in different countries. Since the stock market’s peak in the 1980’s and its subsequent decline, the valuation of Japanese issuers became more comparable to issuers of other countries, especially the United States. Japan has been also well-known for its high degree of cross-holdings between banks and corporations, which has sometimes distorted the supply and demand of certain stocks. Recently, however, the degree of such cross-holdings has begun to diminish.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in equity investments in non-Japanese issuers and in fixed-income securities, such as government, corporate and bank debt obligations.

 
7


 

 
  Goldman Sachs
International Small Cap Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  MSCI ® EAFE ® Small Cap Index (unhedged)
Investment Focus:
  Small-cap foreign equity investments
Investment Style:
  Active International
Symbols:
  GISIX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation. The Fund seeks this objective by investing primarily in the equity securities of small companies around the world, outside the U.S.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in non-U.S. small-cap companies.* These are companies:
  n   With public stock market capitalizations (based upon shares available for trading on an unrestricted basis) within $100 million and $4 billion, at the time of investment; and
  n   That are organized outside the United States or whose securities are principally traded outside the United States.

  The Fund seeks to achieve its investment objective by investing in issuers that are considered by the Investment Adviser to be strategically positioned for long-term growth.
 
  The Fund may allocate its assets among countries as determined by the Investment Adviser from time to time provided that the Fund’s assets are invested in at least three foreign countries. The Fund expects to invest a substantial portion of its assets in securities of companies in the developed countries of Western Europe, Japan and Asia. From time to time, the Fund’s investments in a particular developed country may exceed 25% of its investment portfolio. In addition, the

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
8


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

  Fund may invest in the securities of issuers located in Australia, Canada, New Zealand and in emerging countries. Currently, emerging countries include, among others, most Latin and South American, African, Asian and Eastern European nations.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in equity investments in companies with public stock market capitalizations outside the market capitalization range stated above at the time of investment and in fixed-income securities, such as government, corporate and bank debt obligations. If the market capitalization of a company held by the Fund moves outside the range stated above, the Fund may, consistent with its investment objective, continue to hold the security.
 
  As of August 31, 2005, 26.6% of the Fund was invested in issuers located in Japan. For more information about the risks of investing in Japan, see “Goldman Sachs Japanese Equity Fund — Principal Investment Strategies.”

 
9


 

 
  Goldman Sachs
Emerging Markets Equity Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  MSCI ® Emerging Markets Index
Investment Focus:
  Equity investments in emerging country issuers
Investment Style:
  Active International
Symbols:
  GEMIX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation. The Fund seeks this objective by investing primarily in the equity securities of emerging country issuers.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, substantially all, and at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in emerging country issuers.* The Investment Adviser may consider classifications by the World Bank, the International Finance Corporation or the United Nations and its agencies in determining whether a country is emerging or developed. Currently, emerging countries include, among others, most Latin and South American, African, Asian and Eastern European nations. The Investment Adviser currently intends that the Fund’s investment focus will be in the following emerging countries as well as any other emerging country to the extent that foreign investors are permitted by applicable law to make such investments:

                 
n  Argentina
n
 Brazil
n
 Chile
n
 China
n
 Colombia
n
 Czech Republic
  n  Egypt
n
 Hungary
n
 India
n
 Indonesia
n
 Israel
n
 Jordan
  n  Korea
n
 Malaysia
n
 Mexico
n
 Morocco
n
 Pakistan
  n  Peru
n
 Philippines
n
 Poland
n
 Russia
n
 South Africa
  n  South Korea
n
 Taiwan
n
 Thailand
n
 Turkey
n
 Venezuela
*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
10


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

  An emerging country issuer is any company that either:
  n   Has a class of its securities whose principal securities market is in an emerging country;
  n   Is organized under the laws of, or has a principal office in, an emerging country;
  n   Derives 50% or more of its total revenue from goods produced, sales made or services provided in one or more emerging countries; or
  n   Maintains 50% or more of its assets in one or more emerging countries.

  Under normal circumstances, the Fund maintains investments in at least six emerging countries, and will not invest more than 35% of its Net Assets in securities of issuers in any one emerging country. Allocation of the Fund’s investments will depend upon the relative attractiveness of the emerging country markets and particular issuers. In addition, macro-economic factors and the portfolio managers’ and Goldman Sachs economists’ views of the relative attractiveness of emerging countries and currencies are considered in allocating the Fund’s assets among emerging countries.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in (i) fixed-income securities of private and government emerging country issuers; and (ii) equity and fixed-income securities, such as government, corporate and bank debt obligations, of developed country issuers.

 
11


 

 
  Goldman Sachs
Asia Equity Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  MSCI ® All Country Asia ex-Japan Index (unhedged)
Investment Focus:
  Equity investments in issuers in Asian countries
Investment Process:
  Active International
Symbols:
  GSAIX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation. The Fund seeks this objective by investing primarily in issuers in Asian countries.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, substantially all, and at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in Asian issuers.*
 
  An Asian issuer is any company that either:
  n   Has a class of its securities whose principal securities market is in one or more Asian countries;
  n   Is organized under the laws of, or has a principal office in, an Asian country;
  n   Derives 50% or more of its total revenue from goods produced, sales made or services provided in one or more Asian countries; or
  n   Maintains 50% or more of its assets in one or more Asian countries.

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.

 
12


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

  The Fund may allocate its assets among the Asian countries as determined from time to time by the Investment Adviser. For purposes of the Fund’s investment policies, Asian countries include:

         
n  China   n  Malaysia   n  South Korea
n  Hong Kong   n  Pakistan   n  Sri Lanka
n  India   n  Philippines   n  Taiwan
n  Indonesia   n  Singapore   n  Thailand

  as well as any other country in Asia (other than Japan) to the extent that foreign investors are permitted by applicable law to make such investments.
 
  A majority of Asian countries can be characterized as either developing or newly industrialized economies and tend to experience more volatile economic cycles than developed countries. Some countries in the region have in the past experienced currency devaluations that resulted in high interest rate levels, sharp reductions in economic activity, and significant drops in securities prices. Some countries in the region have in the past imposed restrictions on converting local currency which prevented foreign firms from selling assets and repatriating funds. Many countries in the region have historically faced political uncertainty, corruption, military intervention and social unrest. Examples include ethnic and sectarian violence in Indonesia and India, armed conflict between India and Pakistan and insurgencies in the Philippines.
 
  Allocation of the Fund’s investments will depend upon the Investment Adviser’s views of the relative attractiveness of the Asian markets and particular issuers, and allocations are subject to change in light of those views. Concentration of the Fund’s assets in one or a few of the Asian countries and Asian currencies will subject the Fund to greater risks than if the Fund’s assets were not so concentrated.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in equity investments in issuers located in non-Asian countries and Japan, and in fixed-income securities, such as government, corporate and bank debt obligations.

 
13


 

 
Other Investment Practices
and Securities

The table below identifies some of the investment techniques that may (but are not required to) be used by the Funds in seeking to achieve their investment objectives. The table also highlights the differences among the Funds in their use of these techniques and other investment practices and investment securities. Numbers in this table show allowable usage only; for actual usage, consult the Fund’s annual/semi-annual reports. For more information about these and other investment practices and securities, see Appendix A. Each Fund publishes on its website (http://www.gs.com/funds) complete portfolio holdings for the Fund as of the end of each calendar quarter subject to a fifteen calendar-day lag between the date of the information and the date on which the information is disclosed. In addition, the Funds publish on their website month-end top ten holdings subject to a ten calendar-day lag between the date of the information and the date on which the information is disclosed. This information will be available on the website until the date on which a Fund files its next quarterly portfolio holdings report on Form N-CSR or Form N-Q with the SEC. In addition, a description of the Funds’ policies and procedures with respect to the disclosure of a Fund’s portfolio securities is available in the Funds’ Statement of Additional Information (“Additional Statement”).

         
10  Percent of total assets (including securities lending
      collateral) ( italic type )
10 Percent of net assets (excluding borrowings for investment
      purposes) (roman type)
•     No specific percentage limitation on usage;
      limited only by the objectives and strategies International European
      of the Fund Equity Equity
—  Not permitted Fund Fund

Investment Practices    
Borrowings
  33 1/3   33 1/3
Cross Hedging of Currencies
   
Currency Swaps *
  15   15
Custodial Receipts and Trust Certificates
   
Equity Swaps *
  15   15
Foreign Currency Transactions
   
Futures Contracts and Options on Futures Contracts
   
Investment Company Securities (including iShares SM and Standard & Poor’s Depositary Receipts TM )
  10   10
Options on Foreign Currencies 1
   
Options on Securities and Securities Indices 2
   
Unseasoned Companies
   
Warrants and Stock Purchase Rights
   
Repurchase Agreements
   
Securities Lending
  33 1/3   33 1/3
Short Sales Against the Box
  25   25
When-Issued Securities and Forward Commitments
   

 
*
Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
1
The Funds may purchase and sell call and put options.
2
The Funds may sell covered call and put options and purchase call and put options.
 
14


 

OTHER INVESTMENT PRACTICES AND SECURITIES


















             
Emerging
Japanese International Markets Asia
Equity Small Cap Equity Equity
Fund Fund Fund Fund

 
 
33 1/3
  33 1/3   33 1/3   33 1/3
 
     
 
15
  15   15   15
 
     
 
15
  15   15   15
 
     
 
     
 
 
10
  10   10   10
 
     
 
     
 
     
 
     
 
     
 
33 1/3
  33 1/3   33 1/3   33 1/3
 
25
  25   25   25
 
     

 
15


 

                 
10  Percent of Total Assets (excluding securities lending
      collateral) ( italic type )
10 Percent of Net Assets (including borrowings for investment
      purposes) (roman type)
•     No specific percentage limitation on usage;
      limited only by the objectives and strategies International European
      of the Fund Equity Equity
—  Not permitted Fund Fund

Investment Securities        
 
American, European and Global Depositary Receipts
           
 
Asset-Backed and Mortgage-Backed Securities 2
           
 
Bank Obligations 1,2
           
 
Convertible Securities
           
 
Corporate Debt Obligations 2
           
 
Equity Investments
     80+        80+  
 
Emerging Country Securities
           
 
Fixed-Income Securities 3
    20        20 4  
 
Foreign Securities
           
 
Foreign Government Securities 2
           
 
Non-Investment Grade Fixed-Income Securities 2
    5       5  
 
Real Estate Investment Trusts
           
 
Structured Securities *
           
 
Temporary Investments
    35        100  
 
U.S. Government Securities 2
           

 
*
Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
1
Issued by U.S. or foreign banks.
2
Limited by the amount the Fund invests in fixed-income securities.
3
Except as noted under “Non-Investment Grade Fixed-Income Securities,” fixed-income securities are investment grade (e.g., BBB or higher by Standard & Poor’s Rating Group (“Standard & Poor’s”), Baa or higher by Moody’s Investors Service, Inc. (“Moody’s”) or have a comparable rating by another nationally recognized statistical rating organization (“NRSRO”)).
4
The European Equity Fund may invest in the aggregate up to 20% of its Net Assets in: (1) equity investments in issuers located in non-European countries; and (2) fixed-income securities.
5
May be BB or lower by Standard & Poor’s, Ba or lower by Moody’s or have a comparable rating by another NRSRO at the time of investment.
 
16


 

OTHER INVESTMENT PRACTICES AND SECURITIES
                             
Emerging
Japanese International Markets Asia
Equity Small Cap Equity Equity
Fund Fund Fund Fund

 
 
                     
 
                     
 
                     
 
                     
 
                     
 
   80+        80+        80+        80+  
 
                     
 
   20 6        20 7        20 8        20 9  
 
                     
 
                     
 
    5         5        • 5        • 5  
 
                     
 
                     
 
  100       100       35       100  
 
                     

 
    6
The Japanese Equity Fund may invest in the aggregate up to 20% of its Net Assets in: (1) fixed-income securities; and (2) equity investments in non-Japanese issuers.
    7
The International Small Cap Fund may invest in the aggregate up to 20% of its Net Assets in: (1) fixed-income securities; and (2) equity investments in companies with public stock market capitalizations of less than $100 million or more than $4 billion at the time of investment.
    8
The Emerging Markets Equity Fund may invest in the aggregate up to 20% of its Net Assets in: (1) fixed-income securities of private and government emerging country issuers; and (2) equity and fixed-income investments in developed country issuers.
    9
The Asia Equity Fund may invest in the aggregate up to 20% of its Net Assets in: (1) fixed-income securities; and (2) equity investments in issuers located in non-Asian countries and Japan.
 
17


 

 
Principal Risks of the Funds

Loss of money is a risk of investing in each Fund. An investment in a Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The following summarizes important risks that apply to the Funds and may result in a loss of your investment. None of the Funds should be relied upon as a complete investment program. There can be no assurance that a Fund will achieve its investment objective.

                         
Emerging
•    Applicable International European Japanese International Markets Asia
— Not applicable Equity Equity Equity Small Cap Equity Equity

Credit/Default
           
 
Foreign
           
 
Emerging Countries
           
 
Stock
           
 
Derivatives
           
 
Interest Rate
           
 
Management
           
 
Market
           
 
Liquidity
           
 
Investment Style
           
 
Geographic
           
 
Mid Cap and Small Cap
           
 
Initial Public Offering (“IPO”)
           

All Funds:
n   Credit/Default Risk —The risk that an issuer or guarantor of fixed-income securities held by a Fund may default on its obligation to pay interest and repay principal.
n   Foreign Risk —The risk that when a Fund invests in foreign securities, it will be subject to risk of loss not typically associated with domestic issuers. Loss may result because of less foreign government regulation, less public information and less economic, political and social stability. Loss may also result from the imposition of exchange controls, confiscations and other government restrictions. A Fund will also be subject to the risk of negative foreign currency rate fluctuations. Foreign risks will normally be greatest when a Fund invests in issuers located in emerging countries.
n   Emerging Countries Risk —The securities markets of Asian, Latin, Central and South American, Eastern European, Middle Eastern, African and other emerging

 
18


 

PRINCIPAL RISKS OF THE FUNDS

countries are less liquid, are especially subject to greater price volatility, have smaller market capitalizations, have less government regulation and are not subject to as extensive and frequent accounting, financial and other reporting requirements as the securities markets of more developed countries. Further, investment in equity securities of issuers located in certain emerging countries involves risk of loss resulting from problems in share registration and custody and substantial economic and political disruptions. These risks are not normally associated with investment in more developed countries.
n   Stock Risk —The risk that stock prices have historically risen and fallen in periodic cycles. Recently, U.S. and foreign stock markets have experienced substantial price volatility.
n   Derivatives Risk —The risk that loss may result from a Fund’s investments in options, futures, swaps, options on swaps, structured securities and other derivative instruments. These instruments may be leveraged so that small changes may produce disproportionate losses to a Fund.
n   Interest Rate Risk —The risk that when interest rates increase, fixed-income securities held by a Fund will decline in value. Long-term fixed-income securities will normally have more price volatility because of this risk than short-term fixed-income securities.
n   Management Risk —The risk that a strategy used by the Investment Adviser may fail to produce the intended results.
n   Market Risk —The risk that the value of the securities in which a Fund invests may go up or down in response to the prospects of individual companies, particular industry sectors or governments and/or general economic conditions. Price changes may be temporary or last for extended periods. A Fund’s investments may be overweighted from time to time in one or more industry sectors, which will increase the Fund’s exposure to risk of loss from adverse developments affecting those sectors.
n   Liquidity Risk —The risk that a Fund will not be able to pay redemption proceeds within the time period stated in this Prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. Funds that invest in non-investment grade fixed-income securities, small and mid- capitalization stocks, REITs and emerging country issuers will be especially subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities within particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions whether or not accurate. The Goldman Sachs Asset Allocation Portfolios (the “Asset Allocation Portfolios”) expect to invest a significant percentage of their assets in the Funds and other funds for which Goldman Sachs Asset Management, L.P. (“GSAM”) or an affiliate now or in the future acts as investment adviser or underwriter. Redemptions by an Asset

 
19


 

Allocation Portfolio of its position in a Fund may further increase liquidity risk and may impact a Fund’s net asset value (“NAV”).
n   Investment Style Risk —Different investment styles tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment. A Fund may outperform or underperform other funds that employ a different investment style. Examples of different investment styles include growth and value investing. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company’s growth of earnings potential. Growth companies are often expected by investors to increase their earnings at a certain rate. When these expectations are not met, investors can punish the stocks inordinately even if earnings showed an absolute increase. Also, since growth companies usually invest a high portion of earnings in their business, growth stocks may lack the dividends of some value stocks that can cushion stock prices in a falling market. Growth oriented funds will typically underperform when value investing is in favor. Value stocks are those that are undervalued in comparison to their peers due to adverse business developments or other factors.
n   Geographic Risk —The European Equity Fund invests primarily in equity investments in European issuers. The Japanese Equity Fund invests primarily in equity investments in Japanese issuers. The Asia Growth Fund invests primarily in equity investments in Asian issuers. Concentration of the investments of these or other Funds in issuers located in a particular country or region will subject a Fund, to a greater extent than if investments were less concentrated, to the risks of adverse securities markets, exchange rates and social, political, regulatory or economic events which may occur in that country or region.

Specific Funds:
n   Mid Cap and Small Cap Risk —The securities of small capitalization and 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. Securities of such issuers may lack sufficient market liquidity to enable a Fund to effect sales at an advantageous time or without a substantial drop in price. Both mid-cap and small-cap companies often have narrower markets and more limited managerial and financial resources than larger, more established companies. As a result, their performance can be more volatile and they face greater risk of business failure, which could increase the volatility of a Fund’s portfolio. Generally, the smaller the company size, the greater these risks.
n   IPO Risk —The risk that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. When a Fund’s asset base is small, a

 
20


 

PRINCIPAL RISKS OF THE FUNDS

significant portion of the Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the Fund’s assets grow, the effect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reduce the Fund’s performance.

More information about the Funds’ portfolio securities and investment techniques, and their associated risks, is provided in Appendix A. You should consider the investment risks discussed in this section and in Appendix A. Both are important to your investment choice.

 
21


 

 
  Fund Performance

   HOW THE FUNDS HAVE PERFORMED   

  The bar chart and table provide an indication of the risks of investing in a Fund by showing: (a) changes in the performance of a Fund’s Institutional Shares from year to year; and (b) how the average annual total returns of a Fund’s Institutional Shares compare to those of broad-based securities market indices. The bar chart (including “Best Quarter” and “Worst Quarter” information) and table assume reinvestment of dividends and distributions. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.

   INFORMATION ON AFTER-TAX RETURNS   

  These definitions apply to the after-tax returns.
 
  Average Annual Total Returns Before Taxes.  These returns do not reflect taxes on distributions on a Fund’s Institutional Shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by you.
 
  Average Annual Total Returns After Taxes on Distributions.  These returns assume that taxes are paid on distributions on a Fund’s Institutional Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Institutional Shares at the end of the performance period.
 
  Average Annual Total Returns After Taxes on Distributions and Sale of Shares.  These returns reflect taxes paid on distributions on a Fund’s Institutional Shares and taxes applicable when the shares are redeemed (sold).
 
  Note on Tax Rates.  The after-tax performance figures are calculated using the highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.

 
22


 

FUND PERFORMANCE

International Equity Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Institutional Shares for
the 9-month period ended
September 30, 2005
was +8.01%.

Best Quarter*
Q4 ’99           +21.89%

Worst Quarter*
Q3 ’02           -20.42%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Institutional Shares (Inception 2/7/96)
                       
Returns Before Taxes
    13.62%       -3.41%       5.45%  
Returns After Taxes on Distributions**
    12.96%       -4.45%       4.04%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    9.12%       -3.34%       4.11%  
MSCI ® EAFE ® (unhedged)***
    20.70%       -0.80%       5.27%  

 
   *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
 **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The unmanaged MSCI ® EAFE ® Index (unhedged) is a market capitalization-weighted composite of securities in 21 developed markets. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
23


 

European Equity Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Institutional Shares for
the 9-month period ended
September 30, 2005
was +6.43%.

Best Quarter*
Q4 ’99           +24.93%

Worst Quarter*
Q3 ’02           -21.63%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Institutional Shares (Inception 10/1/98)
                       
Returns Before Taxes
    19.35%       0.56%       6.99%  
Returns After Taxes on Distributions**
    19.23%       –0.34%       5.90%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    13.02%       0.10%       5.55%  
MSCI ® Europe Index (unhedged)***
    21.39%       0.42%       5.65%  

 
   *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
 **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The MSCI ® Europe Index (unhedged) is an unmanaged index of common stock prices. It is a free float-adjusted market capitalization index designed to measure 16 developed market country indices across Europe. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
24


 

FUND PERFORMANCE

Japanese Equity Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Institutional Shares for
the 9-month period ended
September 30, 2005
was +14.87%.

Best Quarter*
Q3 ’99           +23.29%

Worst Quarter*
Q3 ’01           -21.25%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Institutional Shares (Inception 5/1/98)
                       
Returns Before Taxes
    8.99%       -9.92%       2.39%  
Returns After Taxes on Distributions**
    8.99%       -10.29%       1.56%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    5.85%       -8.22%       1.81%  
Tokyo Price Index (“TOPIX”) (unhedged)***
    16.44%       -7.30%       3.38%  

 
   *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
 **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The TOPIX (unhedged) is an unmanaged composite of all stocks on the first section of the Tokyo Stock Exchange. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
25


 

International Small Cap Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Institutional Shares for
the 9-month period ended
September 30, 2005
was +13.13%.

Best Quarter*
Q2 ’03           +22.75%

Worst Quarter*
Q3 ’02           -22.72%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Institutional Shares (Inception 5/1/98)
                       
Returns Before Taxes
    31.98%       1.67%       8.14%  
Returns After Taxes on Distributions**
    31.88%       1.25%       7.60%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    21.26%       1.26%       6.85%  
MSCI ® EAFE ® Small Cap Index (unhedged)***
    28.14%       7.29%       6.20%  

 
    *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 ***
The MSCI ® EAFE ® Small Cap Index (unhedged), inception date 1/15/98, includes approximately 1,000 securities from 23 developed markets with a capitalization range between $200 million and $1.5 billion and a general regional allocation of 55% Europe, 31% Japan and 14% Australasia. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
26


 

FUND PERFORMANCE

Emerging Markets Equity Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Institutional Shares for
the 9-month period ended
September 30, 2005
was +32.35%.

Best Quarter*
Q4 ’99           +30.18%

Worst Quarter*
Q3 ’98           -22.78%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Institutional Shares (Inception 12/15/97)
                       
Returns Before Taxes
    25.74%       3.93%       5.89%  
Returns After Taxes on Distributions**
    26.13%       3.85%       5.57%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    17.36%       3.41%       4.95%  
MSCI ® Emerging Markets Free Index***
    25.95%       4.62%       7.40%  
MSCI ® Emerging Markets Net Total Return Index****
    25.55%       n/a       n/a  

    *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
   **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 ***
The unmanaged MSCI ® Emerging Markets Free Index is a free float-adjusted market capitalization-weighted index that is designed to measure equity market performance in the global emerging markets, of over 30 emerging market countries. “Free” indicates an index that excludes shares in otherwise free markets that are not purchasable by foreigners. The Index figures do not reflect any deduction for fees, expenses or taxes.
****
The MSCI ® Emerging Markets Net Total Return Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global emerging markets. “Free” indicates an index that excludes shares in otherwise free markets that are not purchased by foreigners. The Gross Return index does not reflect any deduction for fees, expenses or taxes. MSCI Emerging Markets Net Total Return Index reflects deduction for fees, expenses and taxes applicable to Luxembourg holding companies, as Luxembourg applies the highest rates.
 
27


 

Asia Equity Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Institutional Shares for
the 9-month period ended
September 30, 2005
was +16.59%.

Best Quarter*
Q2 ’99           +31.32%

Worst Quarter*
Q4 ’97           -27.19%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Institutional Shares (Inception 2/2/96)
                       
Returns Before Taxes
    16.29%       -0.15%       -2.54%  
Returns After Taxes on Distributions**
    16.54%       -0.13%       -2.57%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    11.24%       -0.05%       -2.11%  
MSCI ® All Country Free Asia ex-Japan Index (unhedged)***
    14.40%       -2.55%       -3.21%  
MSCI ® All Country Asia ex-Japan Net Total Return Index (unhedged)****
    17.35%       n/a       n/a  

 
    *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 ***
The unmanaged MSCI ® All Country Free Asia ex-Japan Index (unhedged) is a market capitalization-weighted composite of securities in eleven Asian countries. “Free” indicates an index that excludes shares in otherwise free markets that are not purchasable by foreigners. The Index figures do not reflect any deduction for fees, expenses or taxes.
****
The MSCI ® All Country Asia ex-Japan Index (unhedged) is a free float-adjusted market capitalization-weighted composite of securities in eleven Asian Countries. “Free” indicates an index that excludes shares in otherwise free markets that are not purchased by foreigners. The Net Total Return Index measures the market performance, including price performance and income from dividend payments, net of all fees, costs and taxes applicable to Luxembourg holding companies, as Luxembourg applies the highest rates.
 
28


 

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Fund Fees and Expenses (Institutional Shares)

This table describes the fees and expenses that you would pay if you buy and hold Institutional Shares of a Fund.

                 
International European
Equity Fund Equity Fund

Shareholder Fees
(fees paid directly from your investment):
               
Maximum Sales Charge (Load) Imposed on Purchases
    None       None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None  
Redemption Fees 1
    2.0%       2.0%  
Exchange Fees
    None       None  
 
Annual Fund Operating Expenses 2
(expenses that are deducted from Fund assets):
               
Management Fees 2
    1.00%       1.00%  
Distribution and Service (12b-1) Fees
    None       None  
Other Expenses 3*
    0.20%       1.06%  

Total Fund Operating Expenses*
    1.20%       2.06%  

See pages 32-33 for all other footnotes.

  The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Funds are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                 
International European
Equity Fund Equity Fund

Annual Fund Operating Expenses 2
(expenses that are deducted from Fund assets):
               
Management Fees 2
    1.00%       1.00%  
Distribution and Service (12b-1) Fees
    None       None  
Other Expenses 3
    0.14%       0.14%  

Total Fund Operating Expenses (after
current expense limitations)
    1.14%       1.14%  

 
30


 

FUND FEES AND EXPENSES

                             
International Emerging Asia
Japanese Small Cap Markets Equity
Equity Fund Fund Equity Fund Fund

 
 
None
      None       None       None  
 
None
      None       None       None  
  2.0%       2.0%       2.0%       2.0%  
  None       None       None       None  
 
 
  1.00%       1.10%       1.20%       1.00%  
  None       None       None       None  
  0.71%       0.45%       0.46%       0.59%  

  1.71%       1.55%       1.66%       1.59%  





                             
International Emerging Asia
Japanese Small Cap Markets Equity
Equity Fund Fund Equity Fund Fund

 
 
  1.00%       1.10%       1.20%       1.00%  
  None       None       None       None  
  0.15%       0.14%       0.39%       0.20%  

 
  1.15%       1.24%       1.59%       1.20%  

 
31


 

 
Fund Fees and Expenses continued

1
A 2% redemption fee will be imposed on the redemption of shares (including by exchange) held for 30 calendar days or less.
2
The Funds’ annual operating expenses are based on actual expenses for the fiscal year ended August 31, 2005. The Investment Adviser has entered into the following fee reduction commitment for the Funds which was implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of the date of this Prospectus:

                 
Fund Management Fee Annual Rate Average Daily Net Assets

International Equity
    1.00 %   First $ 1 Billion  
      0.90     Next $ 1 Billion  
      0.86     Over $ 2 Billion  

European Equity
    1.00 %   First $ 1 Billion  
      0.90     Next $ 1 Billion  
      0.86     Over $ 2 Billion  

Japanese Equity
    1.00 %   First $ 1 Billion  
      0.90     Next $ 1 Billion  
      0.86     Over $ 2 Billion  

International Small Cap
    1.10 %   First $ 2 Billion  
      0.99     Over $ 2 Billion  

Emerging Markets Equity
    1.20 %   First $ 2 Billion  
      1.08     Over $ 2 Billion  

Asia Equity
    1.00 %   First $ 1 Billion  
      0.90     Next $ 1 Billion  
      0.86     Over $ 2 Billion  

Prior to this fee reduction commitment, the Management Fees for the International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and Asia Equity Funds as an annual percentage rate of average daily net assets were 1.00%, 1.00%, 1.00%, 1.10%, 1.20% and 1.00%, respectively.
3
“Other Expenses” include transfer agency fees and expenses equal on an annualized basis to 0.04% of the average daily net assets of each Fund’s Institutional Shares plus all other ordinary expenses not detailed above. The Investment Adviser has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of
 
32


 

FUND FEES AND EXPENSES
 
any expense offset arrangements) to the following percentages of each Fund’s average daily net assets:
         
Fund Other Expenses

International Equity
    0.104 %

European Equity
    0.104 %

Japanese Equity
    0.114 %

International Small Cap
    0.104 %

Emerging Markets Equity
    0.354 %

Asia Equity
    0.164 %

 
33


 

Example

The following Example is intended to help you compare the cost of investing in a Fund (without the expense limitations) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Institutional Shares of a Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that a Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

                                 
Fund 1 Year 3 Years 5 Years 10 Years

International Equity
  $ 122     $ 381     $ 660     $ 1,455  

European Equity
  $ 209     $ 646     $ 1,108     $ 2,390  

Japanese Equity
  $ 174     $ 539     $ 928     $ 2,019  

International Small Cap
  $ 158     $ 490     $ 845     $ 1,845  

Emerging Markets Equity
  $ 169     $ 523     $ 902     $ 1,965  

Asia Equity
  $ 162     $ 502     $ 866     $ 1,889  

Institutions that invest in Institutional Shares on behalf of their customers may charge other fees directly to their customer accounts in connection with their investments. You should contact your institution for information regarding such charges. Such fees, if any, may affect the return customers realize with respect to their investments.

Certain institutions that invest in Institutional Shares may receive other compensation in connection with the sale and distribution of Institutional Shares or for services to their customers’ accounts and/or the Funds. For additional information regarding such compensation, see “Shareholder Guide” in the Prospectus and “Payments to Intermediaries” in the Additional Statement.

 
34


 

 
  Service Providers

   INVESTMENT ADVISER   

     
Investment Adviser Fund

Goldman Sachs Asset Management International (“GSAMI”)
Christchurch Court
10-15 Newgate Street
London, England EC1A 7HD
  International Equity
European Equity
Japanese Equity
International Small Cap
Emerging Markets Equity
Asia Equity

  GSAMI, a member of the Investment Management Regulatory Organization Limited since 1990 and a registered investment adviser since 1991, is an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”). As of September 30, 2005, GSAMI had assets under management of $115 billion.
 
  The Investment Adviser provides day-to-day advice regarding the Funds’ portfolio transactions. The Investment Adviser makes the investment decisions for the Funds and places purchase and sale orders for the Funds’ portfolio transactions in U.S. and foreign markets. As permitted by applicable law, these orders may be directed to any brokers, including Goldman Sachs and its affiliates. While the Investment Adviser is ultimately responsible for the management of the Funds, it is able to draw upon the research and expertise of its asset management affiliates for portfolio decisions and management with respect to certain portfolio securities. In addition, the Investment Adviser has access to the research and certain proprietary technical models developed by Goldman Sachs, and will apply quantitative and qualitative analysis in determining the appropriate allocations among categories of issuers and types of securities.
 
  The Investment Adviser also performs the following additional services for the Funds:
  n   Supervises all non-advisory operations of the Funds
  n   Provides personnel to perform necessary executive, administrative and clerical services to the Funds
  n   Arranges for the preparation of all required tax returns, reports to shareholders, prospectuses and statements of additional information and other reports filed with the SEC and other regulatory authorities
  n   Maintains the records of each Fund
  n   Provides office space and all necessary office equipment and services

 
35


 

   MANAGEMENT FEES   

  As compensation for its services and its assumption of certain expenses, the Investment Adviser is entitled to the following fees, computed daily and payable monthly, at the annual rates (as a percentage of each respective portfolio’s average daily net assets) listed below:

                     
Actual Rate
Management For the Fiscal
Fee Average Daily Year Ended
Annual Rate* Net Assets August 31, 2005

GSAMI:
                   

International Equity
    1.00 %   First $1 Billion     1.00%  
      0.90     Next $1 Billion        
      0.86     Over $2 Billion        

European Equity
    1.00 %   First $1 Billion     1.00%  
      0.90     Next $1 Billion        
      0.86     Over $2 Billion        

Japanese Equity
    1.00 %   First $1 Billion     1.00%  
      0.90     Next $1 Billion        
      0.86     Over $2 Billion        

International Small Cap
    1.10 %   First $2 Billion     1.10%  
      0.99     Over $2 Billion        

Emerging Markets Equity
    1.20 %   First $2 Billion     1.20%  
      1.08     Over $2 Billion        

Asia Equity
    1.00 %   First $1 Billion     1.00%  
      0.90     Next $1 Billion        
      0.86     Over $2 Billion        

    The Investment Adviser has entered into the following fee reduction commitment for the Funds which was implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of the date of this Prospectus. Prior to this fee reduction commitment, the management fees for the International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and Asia Equity Funds as an annual percentage rate of average daily net assets were 1.00%, 1.00%, 1.00%, 1.10%, 1.20% and 1.00%, respectively.

  The difference, if any, between the stated fees and the actual fees paid by the Funds reflects that the Investment Adviser did not charge the full amount of the fees to which it would have been entitled. The Investment Adviser may voluntarily waive a portion of its advisory fee from time to time, and may discontinue or modify any such voluntary limitations in the future at its discretion.
 
  A discussion regarding the basis for the Board of Trustees’ approval of the Management Agreement for the Funds in 2005 is available in the Funds’ annual report dated August 31, 2005.

 
36


 

SERVICE PROVIDERS

   FUND MANAGERS   

  Active International Portfolio Management Team
  n   Global portfolio teams based in London, Singapore, Tokyo and New York. Local presence is a key to the Investment Adviser’s fundamental research capabilities
  n   Team manages over $19 billion in international equities for retail, institutional and high net worth clients
  n   Focus on bottom-up stock selection as main driver of returns, though the team leverages the asset allocation, currency and risk management capabilities of GSAMI

______________________________________________________________________________________________________________

London-Based Portfolio Management Team
             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Julian Abel
Managing Director
  Portfolio Manager—
European Equity
  Since
1998
  Mr. Abel joined the Investment Adviser as a portfolio manager in 1996 and became a Managing Director in 2003. Prior to joining GSAM he spent 12 years at CIN Management where he became a portfolio manager responsible for part of the UK portfolio in 1986 and was in charge of US equity investment from 1992 to 1996.

Mark Beveridge, CFA
Managing Director,
Chief Investment Officer, Global Active Equity, Co-Chief Investment Officer, European Equity
  Portfolio Manager— International Equity   Since 2004   Mr. Beveridge joined the Investment Adviser in December 2004 as Chief Investment Officer of the Global Active Equity business which encompasses the Global/International, UK/European, Asia ex Japan and Japan strategies. Prior to joining the Investment Adviser, he spent 19 years at Franklin Templeton, where he was Executive Vice President and Senior Portfolio Manager responsible for ex-US portfolios.

Prashant Bhayani
Executive Director
  Portfolio Manager—
International Growth
 Opportunities
  Since
2000
  Mr. Bhayani joined the Investment Adviser as a portfolio manager in April 1998. From 1997 to 1998, he worked on his MBA at INSEAD in France and from 1992 to 1996, he was a portfolio and marketing analyst at Fischer Francis Trees and Watts, a specialist global fixed-income fund manager.

 
37


 

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Chris Dyer, CFA
Executive Director
  Portfolio Manager—
International Small Cap
  Since
2003
  Mr. Dyer joined the Investment Adviser as a research analyst for the Investment Adviser’s Small Cap Equity team in 2001 after working for the team as a Summer Associate in 2000. He was named a Portfolio Manager of the European Small Cap Equity and International Small Cap Equity Portfolios in 2003.

William Howard, CFA
Managing Director
Director of Research,
Global Active Equity
  Portfolio Manager—
International Equity
  Since 2005   Mr. Howard joined the Investment Adviser in January 2005 as a portfolio manager. He is also Director of Research for Global Active Equity. From 1993 to 2004 he was a Portfolio Manager at Franklin Templeton responsible for ex-US portfolios.

David Lowish, CFA
Executive Director
  Portfolio Manager—
International Small Cap
  Since 2003   Mr. Lowish joined the Investment Adviser in 1999 on the analyst program, and worked on the European Equity and Global Fixed Income and Currency product management teams where he was responsible for marketing and supporting GSAM’s London based fixed income and currency products. He joined the European Small Cap Equity and International Small Cap Equity teams in 2001, and was named Portfolio Manager in 2003.

Maria Gordon, CFA
Executive Director
  Portfolio Manager—
Emerging Markets Equity
  Since
2001
  Ms. Gordon joined the Investment Adviser as a research analyst for the emerging markets equities team in September 1998. She was named a portfolio manager in November 2001 and became the Co-Head of Global Emerging Markets Equities Strategy in March 2003.

 
38


 

SERVICE PROVIDERS
             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Michael Stanes
Executive Director
  Portfolio Manager—
International Equity
  Since
2002
  Mr. Stanes joined the Investment Adviser as a portfolio manager in November 2002. From 1986 to 2001, he worked at Mercury Asset Management, where he managed UK equity portfolios in London, Japanese equity portfolios in Tokyo and US and global portfolios in the US.

Stuart Mcpherson
Managing Director
Co-Chief Investment Officer, European Equity
  Co-Chief Investment Officer, European Equity   Since
2002
  Mr. Mcpherson joined the Investment Advisor in 1996 and became the Co-CIO of European Equity in December 2002. Prior to that he was the Co-Head of Research for European Equity. Mr. Mcpherson became a Managing Director of Goldman Sachs in 2001.

Singapore-Based Portfolio Management Team

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Siew-Hua Thio
Vice President
  Portfolio Manager—
Asia Equity
  Since
1998
  Ms. Thio joined the Investment Adviser as a portfolio manager in 1998. From 1997 to 1998, she was Head of Research for Indosuez WI Carr in Singapore.

Kenny Tjan, CFA
Vice President
  Portfolio Manager—
Asia Equity
Emerging Markets Equity
  Since
2001
2003
  Mr. Tjan joined the Investment Adviser in 2001 as Co-Head of the Non-Japan Asia portfolio management team. In March 2003, he became the Co-Head of Global Emerging Markets Equities Strategy. Effective September 2004, Mr. Tjan assumed the role as CIO of the China Equity Team, which is involved in the research and management of domestic Chinese equities. From 1999 to 2001, he was an Investment Director of Rothschild Asset Management Singapore.

 
39


 

Tokyo-Based Portfolio Management Team

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

David Townshend
Vice President, Head of Japan Active Equity
  Head of Japan Active Equity   Since
2005
  Mr. Townshend joined the Investment Adviser in 2001 as co-Head of the Investment Adviser’s UK/European Financials team. He joined GSAM in 2001 after nine years of experience on Goldman, Sachs & Co.’s European Banks team, which he joined in 1992. He was named became the Head of Japan Equity in 2005.

Hiroyuki Ito CMA
Vice President
  Portfolio Manager— Japanese Equity   Since
2005
  Mr. Ito joined the Investment Adviser in 2005 as portfolio manager on the Japan Active Equity team. Prior to joining GSAM, he worked as Chief Portfolio Manager in DLIBJ Asset Management, a member of Mizuho Financial Group.

Takeya Suzuki
Vice President
  Portfolio Manager—
International Small Cap
  Since
2004
  Mr. Suzuki first joined the Investment Adviser in the Japanese Equity Team in 1996. He then went to the graduate school of corporate strategy at Hitotsubashi University in 2001, and rejoined the team in 2003 as a Japanese Small Cap Equity portfolio manager.

Noriko Takahashi
Vice President
  Portfolio Manager—
International Small Cap
  Since
2004
  Ms. Takahashi joined the Investment Adviser as a small cap portfolio manager in January 2002. Prior to joining the Investment Adviser, she worked as a small cap portfolio manager at INVESCO Asset Management for two years. In addition, she has over eleven years of experience as a sell-side analyst covering primarily small cap stocks and machinery sector at UBS Securities in Tokyo.

  Mark Beveridge serves as Chief Investment Officer (“CIO”) of GSAM’s Non-US Active Equity team and CIO of GSAMI’s Global/EAFE strategies. As CIO, Mr. Beveridge is ultimately responsible for the composition of a Fund’s structure at both the stock and industry level. Along with the other portfolio managers on the team, Mr. Beveridge has specific industry research responsibilities. Each portfolio manager is responsible for liaising with research analysts around the world, promoting his or her stock selection ideas to the other members of the team and after debating their inclusion in the portfolio.
 
40


 

SERVICE PROVIDERS

  For more information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds, see the Additional Statement.

   DISTRIBUTOR AND TRANSFER AGENT   

  Goldman Sachs, 85 Broad Street, New York, New York 10004, serves as the exclusive distributor (the “Distributor”) of each Fund’s shares. Goldman Sachs, 71 S. Wacker Dr., Suite 500, Chicago, Illinois 60606, also serves as each Fund’s transfer agent (the “Transfer Agent”) and, as such, performs various shareholder servicing functions.
 
  From time to time, Goldman Sachs or any of its affiliates may purchase and hold shares of the Funds. Goldman Sachs reserves the right to redeem at any time some or all of the shares acquired for its own account.

   ACTIVITIES OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER 
   ACCOUNTS MANAGED BY GOLDMAN SACHS   

  The involvement of the Investment Adviser, Goldman Sachs and their affiliates in the management of, or their interest in, other accounts and other activities of Goldman Sachs may present conflicts of interest with respect to a Fund or limit a Fund’s investment activities. Goldman Sachs is a full service investment banking, broker dealer, asset management and financial services organization and a major participant in global financial markets. As such, it acts as an investor, investment banker, research provider, investment manager, financer, advisor, market maker, trader, prime broker, lender, agent and principal, and has other direct and indirect interests, in the global fixed income, currency, commodity, equity and other markets in which the Funds directly and indirectly invest. Thus, it is likely that the Funds will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or obtain services from entities for which Goldman Sachs performs or seeks to perform investment banking or other services. Goldman Sachs and its affiliates engage in proprietary trading and advise accounts and funds which have investment objectives similar to those of the Funds and/or which engage in and compete for transactions in the same types of securities, currencies and instruments as the Funds. Goldman Sachs and its affiliates will not have any obligation to make available any information regarding their proprietary activities or strategies, or the activities or strategies used for other accounts managed by them, for the benefit of the management of the Funds. The results of a Fund’s investment activities, therefore, may differ from those of Goldman Sachs, its affiliates, and other accounts managed by Goldman Sachs, and

 
41


 

  it is possible that a Fund could sustain losses during periods in which Goldman Sachs and its affiliates and other accounts achieve significant profits on their trading for proprietary or other accounts. In addition, the Funds may, from time to time, enter into transactions in which Goldman Sachs or its other clients have an adverse interest. Furthermore, transactions undertaken by Goldman Sachs, its affiliates or Goldman Sachs advised clients may adversely impact the Funds. Transactions by one or more Goldman Sachs advised clients or the Investment Adviser may have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of the Funds. A Fund’s activities may be limited because of regulatory restrictions applicable to Goldman Sachs and its affiliates, and/or their internal policies designed to comply with such restrictions. As a global financial services firm, Goldman Sachs also provides a wide range of investment banking and financial services to issuers of securities and investors in securities. Goldman Sachs, its affiliates and others associated with it may create markets or specialize in, have positions in and affect transactions in, securities of issuers held by the Funds, and may also perform or seek to perform investment banking and financial services for those issuers. Goldman Sachs and its affiliates may have business relationships with and purchase or distribute or sell services or products from or to, distributors, consultants and others who recommend the Fund as when acquisitions with or for the Funds. For more information about conflicts of interest, see the Additional Statement.
 
  Under a securities lending program approved by the Funds’ Board of Trustees, the Funds have retained an affiliate of the Investment Adviser to serve as the securities lending agent for each Fund to the extent that the Funds engage in the securities lending program. For these services, the lending agent may receive a fee from the Funds, including a fee based on the returns earned on the Funds’ investment of the cash received as collateral for the loaned securities. In addition, the Funds may make brokerage and other payments to Goldman Sachs and its affiliates in connection with the Funds’ portfolio investment transactions.

   LEGAL PROCEEDINGS   

  On April 2, 2004, Lois Burke, a plaintiff identifying herself as a shareholder of the Goldman Sachs Internet Tollkeeper Fund, filed a purported class and derivative action lawsuit in the United States District Court for the Southern District of New York against The Goldman Sachs Group, Inc. (“GSG”), GSAM, the Trustees and Officers of the Goldman Sachs Trust (the “Trust”), and John Doe Defendants. In addition, the Goldman Sachs Funds included in this Prospectus and certain other investment portfolios of the Trust were named as nominal defendants. On April 19 and May 6, 2004, additional class and derivative action lawsuits containing substantially similar allegations and requests for redress were filed in the United
 
42


 

SERVICE PROVIDERS

  States District Court for the Southern District of New York. On June 29, 2004, the three complaints were consolidated into one action, In re Goldman Sachs Mutual Funds Fee Litigation, and on November 17, 2004, the plaintiffs filed a consolidated amended complaint against GSG, GSAM, Goldman Sachs Asset Management International (“GSAMI”), Goldman, Sachs & Co., the Trust, Goldman Sachs Variable Insurance Trust (“GSVIT”) the Trustees and Officers of the Trust and John Doe Defendants (collectively, the “Defendants”) in the United States District Court for the Southern District of New York. Certain investment portfolios of the Trust and GSVIT (collectively, the “Goldman Sachs Funds”) were named as nominal defendants in the amended complaint. Plaintiffs filed a second amended consolidated complaint on April 15, 2005.
 
  The second amended consolidated complaint, which is brought on behalf of all persons or entities who held shares in the Goldman Sachs Funds between April 2, 1999 and January 9, 2004, inclusive (the “Class Period”), asserts claims involving (i) violations of the Investment Company Act of 1940 (the “Investment Company Act”) and the Investment Advisers Act of 1940, (ii) common law breaches of fiduciary duty and (iii) unjust enrichment. The complaint alleges, among other things, that during the Class Period, the Defendants made improper and excessive brokerage commission and other payments to brokers that sold shares of the Goldman Sachs Funds and omitted statements of-fact in registration statements and reports filed pursuant to the Investment Company Act which were necessary to prevent such registration statements and reports from being materially false and misleading. In addition, the complaint alleges that the Goldman Sachs Funds paid excessive and improper investment advisory fees to GSAM and GSAMI. The complaint also alleges that GSAM and GSAMI used Rule 12b-1 fees for improper purposes and made improper use of soft dollars. The complaint further alleges that the Trust’s Officers and Trustees breached their fiduciary duties in connection with the foregoing. The plaintiffs in the cases are seeking compensatory damages; rescission of GSAM’s and GSAMI’s investment advisory agreement and return of fees paid; an accounting of all Goldman Sachs Funds-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and reasonable costs and expenses, including counsel fees and expert fees.
 
  Based on currently available information, GSAM and GSAMI believe that the likelihood that the pending purported class and derivative action lawsuit will have a material adverse financial impact on the Goldman Sachs Funds is remote, and the pending action is not likely to materially affect their ability to provide investment management services to its clients, including the Goldman Sachs Funds.

 
43


 

 
  Dividends
 
  Each Fund pays dividends from its investment income and distributions from net realized capital gains. You may choose to have dividends and distributions paid in:
  n   Cash
  n   Additional shares of the same class of the same Fund
  n   Shares of the same or an equivalent class of another Goldman Sachs Fund. Special restrictions may apply for certain Goldman Sachs Institutional Liquid Assets Portfolios (“ILA Portfolios”). See the Additional Statement.

  You may indicate your election on your Account Application. Any changes may be submitted in writing to Goldman Sachs at any time before the record date for a particular dividend or distribution. If you do not indicate any choice, dividends and distributions will be reinvested automatically in the applicable Fund.
 
  The election to reinvest dividends and distributions in additional shares will not affect the tax treatment of such dividends and distributions, which will be treated as received by you and then used to purchase the shares.
 
  The Funds’ investments in foreign securities may be subject to foreign withholding taxes. Under certain circumstances, the Funds may elect to pass-through these taxes to you. If this election is made, a proportionate amount of such taxes will constitute a distribution to you, which would allow you either (i) to credit such proportionate amount of foreign taxes against your U.S. federal income tax liability or (ii) to take such amount as an itemized deduction.
 
  Dividends from investment income and distributions from net capital gains are declared and paid annually by each Fund.
 
  From time to time a portion of a Fund’s dividends may constitute a return of capital.
 
  When you purchase shares of a Fund, part of the NAV per share may be represented by undistributed income or undistributed realized gains that have previously been earned by the Fund. Therefore, subsequent distributions on such shares from such income or realized gains may be taxable to you even if the NAV of the shares is, as a result of the distributions, reduced below the cost of such shares and the distributions (or portions thereof) represent a return of a portion of the purchase price.

 
44


 

 
  Shareholder Guide
 
  The following section will provide you with answers to some of the most often asked questions regarding buying and selling the Funds’ Institutional Shares.

   HOW TO BUY SHARES   

  How Can I Purchase Institutional Shares Of The Funds?
  You may purchase Institutional Shares on any business day at their NAV next determined after receipt of an order. No sales load is charged. You should either:
  n   Place an order with Goldman Sachs at 1-800-621-2550 and wire federal funds to The Northern Trust Company (“Northern”), as subcustodian for State Street Bank and Trust Company (“State Street”) (each Fund’s custodian) on the next business day; or
  n   Send a check or Federal Reserve draft payable to Goldman Sachs Funds—(Name of Fund and Class of Shares), 71 S. Wacker Dr., Suite 500, Chicago, IL 60606. The Fund will not accept a check drawn on foreign banks, third-party checks, cashier’s checks or official checks, temporary checks, electronic checks, drawer checks, cash, money orders, travelers’ cheques or credit card checks. In limited situations involving the transfer of retirement assets, the Fund may accept cashier’s checks or official bank checks.

  In order to make an initial investment in a Fund, you must furnish to the Fund or Goldman Sachs the Account Application. Purchases of Institutional Shares must be settled within three business days of receipt of a complete purchase order.
 
  How Do I Purchase Shares Through A Financial Institution?
  Certain institutions (including banks, trust companies, brokers and investment advisers) that provide recordkeeping, reporting and processing services to their customers may be authorized to accept, on behalf of the Goldman Sachs Trust (the “Trust”), purchase, redemption and exchange orders placed by or on behalf of their customers, and may designate other intermediaries to accept such orders, if approved by the Trust. In these cases:
  n   A Fund will be deemed to have received an order in proper form when the order is accepted by the authorized institution or intermediary on a business day, and the order will be priced at the Fund’s NAV per share (less any applicable redemption fee) next determined after such acceptance.
  n   Authorized institutions and intermediaries will be responsible for transmitting accepted orders and payments to the Trust within the time period agreed upon by them.

 
45


 

  You should contact your institution or intermediary to learn whether it is authorized to accept orders for the Trust.
 
  These institutions may receive payments from the Funds or Goldman Sachs for the services provided by them with respect to the Funds’ Institutional Shares. These payments may be in addition to other payments borne by the Funds.
 
  The Investment Adviser, Distributor and/or their affiliates may make payments to authorized dealers and other financial intermediaries (“Intermediaries”) from time to time to promote the sale, distribution and/or servicing of shares of the Funds and other Goldman Sachs Funds. These payments are made out of the Investment Adviser’s, Distributor’s and/or their affiliates’ own assets, and are not an additional charge to the Funds. Such payments are intended to compensate Intermediaries for, among other things: marketing shares of the Funds and other Goldman Sachs Funds, which may consist of payments relating to Funds included on preferred or recommended fund lists or in certain sales programs from time to time sponsored by the Intermediaries; access to the Intermediaries’ registered representatives or salespersons, including at conferences and other meetings; assistance in training and education of personnel; marketing support; and/or other specified services intended to assist in the distribution and marketing of the Funds and other Goldman Sachs Funds. The payments may also, to the extent permitted by applicable regulations, contribute to various non-cash and cash incentive arrangements to promote the sale of shares, as well as sponsor various educational programs, sales contests and/or promotions. The additional payments by the Investment Adviser, Distributor and/or their affiliates may also compensate Intermediaries for subaccounting, administrative and/or shareholder processing services that are in addition to the fees paid for these services by the Funds. The amount of these additional payments is normally not expected to exceed 0.50% (annualized) of the amount sold or invested through the Intermediaries. Please refer to the “Payments to Intermediaries” section of the Additional Statement for more information about these payments.
 
  The payments made by the Investment Adviser, Distributor and/or their affiliates may be different for different Intermediaries. The presence of these payments and the basis on which an Intermediary compensates its registered representatives or salespersons may create an incentive for a particular Intermediary, registered representative or salesperson to highlight, feature or recommend Funds based, at least in part, on the level of compensation paid. You should contact your authorized dealer or Intermediary for more information about the payments it receives and any potential conflicts of interest.
 
  In addition to Institutional Shares, each Fund also offers other classes of shares to investors. These other share classes are subject to different fees and expenses

 
46


 

SHAREHOLDER GUIDE

  (which affect performance), have different minimum investment requirements and are entitled to different services than Institutional Shares. Information regarding these other share classes may be obtained from your sales representative or from Goldman Sachs by calling the number on the back cover of this Prospectus.
 
  What Is My Minimum Investment In The Funds?

     
Type of Investor Minimum Investment

n  Banks, trust companies or other depository
    institutions investing for their own account or on
    behalf of their clients
  $1,000,000 in Institutional Shares of a Fund alone or in combination with other assets under the management of GSAM and its affiliates
n  Section 401(k), profit sharing, money purchase
    pension, tax-sheltered annuity, defined benefit
    pension, or other employee benefit plans that are
    sponsored by one or more employers (including
    governmental or church employers) or
    employee organizations
   
n  State, county, city or any instrumentality,
    department, authority or agency thereof
   
n  Corporations with at least $100 million in assets or
    in outstanding publicly traded securities
   
n  “Wrap” account sponsors (provided they have an
    agreement covering the arrangement with GSAM)
   
n  Registered investment advisers investing for
    accounts for which they receive asset-based fees
   
n  Qualified non-profit organizations, charitable
    trusts, foundations and endowments
   

n  Individual investors   $10,000,000
n  Accounts over which GSAM or its advisory affiliates have
    investment discretion
   

n  Individual Retirement Accounts (IRAs) for
    which GSAM or its advisory affiliates act
    as fiduciary
  No minimum

  The minimum investment requirement may be waived for current and former officers, partners, directors or employees of Goldman Sachs or any of its affiliates; brokerage or advisory clients of Goldman Sachs Private Wealth Management; certain mutual fund “wrap” programs; and for other investors at the discretion of the Trust’s officers. No minimum amount is required for subsequent investments.
 
47


 

  What Else Should I Know About Share Purchases?
  The Trust reserves the right to:
  n   Refuse to open an account if you fail to (i) provide a Social Security Number or other taxpayer identification number; or (ii) certify that such number is correct (if required to do so under applicable law).
  n   Modify or waive the minimum investment amounts.
  n   Reject or restrict any purchase or exchange order by a particular purchaser (or group of related purchasers) for any reason in its discretion. Without limiting the foregoing, the Trust may reject or restrict purchase and exchange orders by a particular purchaser (or group of related purchasers) when a pattern of frequent purchases, sales or exchanges of Institutional Shares of a Fund is evident, or if purchases, sales or exchanges are, or a subsequent abrupt redemption might be, of a size that would disrupt the management of a Fund.
  n   Close a Fund to new investors from time to time and reopen any such Fund whenever it is deemed appropriate by a Fund’s Investment Adviser.

  Generally, the Fund will not allow non-U.S. citizens and certain U.S. citizens residing outside the United States to open an account directly with the Fund.
 
  The Funds may allow you to purchase shares with securities instead of cash if consistent with a Fund’s investment policies and operations and if approved by the Fund’s Investment Adviser.
 
  Customer Identification Program. Federal law requires the Funds to obtain, verify and record identifying information, which may include the name, residential or business street address, date of birth (for an individual), Social Security Number or taxpayer identification number or other identifying information, for each investor who opens an account with the Funds. Applications without the required information, may not be accepted by the Funds. After accepting an application, to the extent permitted by applicable law or their customer identification program, the Funds reserve the right to (i) place limits on transactions in any account until the identity of the investor is verified; or (ii) refuse an investment in the Funds; or (iii) involuntarily redeem an investor’s shares and close an account in the event that the Funds are unable to verify an investor’s identity. The Funds and their agents will not be responsible for any loss in an investor’s account resulting from the investor’s delay in providing all required identifying information or from closing an account and redeeming an investor’s shares pursuant to the customer identification program.

 
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SHAREHOLDER GUIDE

  How Are Shares Priced?
  The price you pay or receive when you buy, sell or exchange Institutional Shares is a Fund’s next determined NAV for a share class (as adjusted for any applicable redemption fee). The Funds calculate NAV as follows:

     

NAV =
  (Value of Assets of the Class)
- (Liabilities of the Class)

Number of Outstanding Shares of the Class

  The Funds’ investments are valued based on market quotations or if market quotations are not readily available, or if the Investment Adviser believes that such quotations do not accurately reflect fair value, the fair value of the Funds’ investments may be determined in good faith under procedures established by the Trustees.
 
  For Funds that invest a significant portion of assets in foreign equity securities, “fair value” prices are provided by an independent fair value service. Fair value prices are used because many foreign markets operate at times that do not coincide with those of the major U.S. markets. Events that could affect the values of foreign portfolio holdings may occur between the close of the foreign market and the time of determining the NAV, and would not otherwise be reflected in the NAV. If the independent fair value service does not provide a fair value for a particular security or if the value does not meet the established criteria for the Funds, the most recent closing price for such a security on its principal exchange will generally be its fair value on such date.
 
  In addition, the Investment Adviser, consistent with applicable regulatory guidance, may determine to make an adjustment to the previous closing 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 that could affect a large number of securities in a particular market may include, but are not limited to: situations relating to one or more single issuers in a market sector; significant fluctuations in foreign markets; market disruptions or market closings; governmental actions or other developments; as well as the same or similar events which may affect specific issuers or the securities markets even though not tied directly to the securities markets. Other significant events that could relate to a single issuer may include, but are not limited to: corporate actions such as reorganizations, mergers and buy-outs; corporate announcements on earnings; significant litigation; and regulatory news such as governmental approvals.
 
  One effect of using an independent fair value service and fair valuation may be to reduce stale pricing arbitrage opportunities presented by the pricing of Fund shares.

 
49


 

  However, it involves the risk that the values used by the Funds to price their investments may be different from those used by other investment companies and investors to price the same investments.
 
  Investments in other registered mutual funds (if any) are valued based on the NAV of those mutual funds (which may use fair value pricing as discussed in their prospectuses).

  n   NAV per share of each class is generally calculated by the accounting agent on each business day as of the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. New York time) or such later time as the New York Stock Exchange or NASDAQ market may officially close. Fund shares will generally not be priced on any day the New York Stock Exchange is closed.
  n   When you buy shares, you pay the NAV next calculated after the Funds receive your order in proper form.
  n   When you sell shares, you receive the NAV next calculated after the Funds receive your order in proper form, less any applicable redemption fee.
  n   The Trust reserves the right to reprocess purchase (including dividend reinvestments), redemption and exchange transactions that were processed at an NAV other than a Fund’s official closing NAV that is subsequently adjusted, and to recover amounts from (or distribute amounts to) shareholders accordingly based on the official closing NAV as adjusted.
  n   The Trust reserves the right to advance the time by which purchase and redemption orders must be received for same business day credit as otherwise permitted by the SEC.

  Note: The time at which transactions and shares are priced and the time by which orders must be received may be changed in case of an emergency or if regular trading on the New York Stock Exchange is stopped at a time other than 4:00 p.m. New York time. In the event the New York Stock Exchange does not open for business because of an emergency, the Trust may, but is not required to, open one or more Funds for purchase, redemption and exchange transactions if the Federal Reserve wire payment system is open. To learn whether a Fund is open for business during an emergency situation, please call 1-800-621-2550.
 
  Foreign securities may trade in their local markets on days a Fund is closed. As a result, the NAV of a Fund that holds foreign securities may be impacted on days when investors may not purchase or redeem Fund shares.

 
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SHAREHOLDER GUIDE
 

   HOW TO SELL SHARES   

  How Can I Sell Institutional Shares Of The Funds?
  You may arrange to take money out of your account by selling (redeeming) some or all of your shares. Generally, each Fund will redeem its Institutional Shares upon request on any business day at their NAV next determined after receipt of such request in proper form subject to any applicable redemption fee. You may request that redemption proceeds be sent to you by check or by wire (if the wire instructions are on record). Redemptions may be requested in writing or by telephone.

     
Instructions For Redemptions:

By Writing:
  n  Write a letter of instruction that includes:
         n  Name(s) and signature(s)
         n  Account number
         n  The Fund name and Class of Shares
         n  The dollar amount you want to sell
         n  How and where to send the proceeds
    n  Obtain a Medallion signature guarantee (see details below)
    n  Mail your request to:
    Goldman Sachs Funds
    71 S. Wacker Dr., Suite 500
    Chicago, IL 60606

By Telephone:
  If you have elected the telephone redemption privilege on your Account Application:
    n  1-800-621-2550
    (8:00 a.m. to 4:00 p.m. New York time)

  Any redemption request that requires money to go to an account or address other than that designated on the Account Application must be in writing and signed by an authorized person designated on the Account Application. The written request may be confirmed by telephone with both the requesting party and the designated bank account to verify instructions.
 
  Certain institutions and intermediaries are authorized to accept redemption requests on behalf of the Funds as described under “How Do I Purchase Shares Through A Financial Institution?”
 
  When Do I Need A Medallion Signature Guarantee To Redeem Shares?
  A Medallion signature guarantee may be required if:
  n   You would like the redemption proceeds sent to an address that is not your address of record; or
  n   You would like to change your current bank designations.

 
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  A signature guarantee must be obtained from a bank, brokerage firm or other financial intermediary that is a member of an approved Medallion Guarantee Program or that is otherwise approved by the Trust. A notary public cannot provide a signature guarantee. Additional documentation may be required for executors, trustees or corporations or when deemed appropriate by the Transfer Agent.
 
  What Do I Need To Know About Telephone Redemption Requests?
  The Trust, the Distributor and the Transfer Agent will not be liable for any loss you may incur in the event that the Trust accepts unauthorized telephone redemption requests that the Trust reasonably believes to be genuine. In an effort to prevent unauthorized or fraudulent redemption and exchange requests by telephone, Goldman Sachs employs reasonable procedures specified by the Trust to confirm that such instructions are genuine. If reasonable procedures are not employed, the Trust may be liable for any loss due to unauthorized or fraudulent transactions. The following general policies are currently in effect:
  n   All telephone requests are recorded.
  n   Any redemption request that requires money to go to an account or address other than that designated on the Account Application must be in writing and signed by an authorized person designated on the Account Application. The written request may be confirmed by telephone with both the requesting party and the designated bank account to verify instructions.
  n   For the 30-day period following a change of address, telephone redemptions will only be filled by a wire transfer to the bank account designated in the Account Applications (see immediately preceding bullet point). In order to receive the redemption by check during this time period, the redemption request must be a written, Medallion signature guaranteed letter.
  n   The telephone redemption option may be modified or terminated at any time.

  Note: It may be difficult to make telephone redemptions in times of drastic economic or market conditions.
 
  How Are Redemption Proceeds Paid?
  By Wire: You may arrange for your redemption proceeds to be wired as federal funds to the domestic bank account designated in your Account Application. The following general policies govern wiring redemption proceeds:

  n   Redemption proceeds will normally be wired on the next business day in federal funds (for a total of one business day delay), but may be paid up to three business days following receipt of a properly executed wire transfer redemption request. Although redemption proceeds will normally be wired as described above, under certain circumstances, redemption requests or payments may be postponed or suspended as permitted pursuant to Section 22(e) of the Investment Company Act. Generally, under that section, redemption requests or payments
 
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SHAREHOLDER GUIDE

  may be postponed or suspended if (i) the New York Stock Exchange is closed for trading or trading is restricted; (ii) an emergency exists which makes the disposal of securities owned by the Fund or the fair determination of the value of the Fund’s net assets not reasonably practicable; or (iii) the SEC by order permits the suspension of the right of redemption. If you are selling shares you recently paid for by check, the Fund will pay you when your check has cleared, which may take up to 15 days. If the Federal Reserve Bank is closed on the day that the redemption proceeds would ordinarily be wired, wiring the redemption proceeds may be delayed one additional business day.
  n   To change the bank designated on your Account Application, you must send written instructions signed by an authorized person designated on the account application to the Transfer Agent.
  n   Neither the Trust, Goldman Sachs nor any other institution assumes any responsibility for the performance of your bank or any intermediaries in the transfer process. If a problem with such performance arises, you should deal directly with your bank or any such intermediaries.

  By Check: You may elect in writing to receive your redemption proceeds by check. Redemption proceeds paid by check will normally be mailed to the address of record within three business days of a properly executed redemption request. If you are selling shares you recently paid for by check, the Fund will pay you when your check has cleared, which may take up to 15 days.
 
  What Do I Need To Know About The Redemption Fee?
  The Funds will charge a 2% redemption fee on the redemption of shares (including by exchange) held for 30 calendar days or less. For this purpose, the Funds use a first-in first-out (“FIFO”) method so that shares held longest will be treated as being redeemed first and shares held shortest will be treated as being redeemed last. The redemption fee will be paid to the Fund from which the redemption is made, and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of a Fund. The redemption fee may be collected by deduction from the redemption proceeds or, if assessed after the redemption transaction, through a separate billing.
 
  The redemption fee does not apply to transactions involving the following:
  n   Redemptions of shares acquired by reinvestment of dividends or capital gains distributions.
  n   Redemptions of shares that are acquired or redeemed in connection with the participation in a systematic withdrawal program or automatic investment plan.
  n   Redemptions of shares in connection with a regularly scheduled automatic rebalancing of assets by certain mutual fund asset allocation programs.

 
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  n   Redemptions of shares maintained in omnibus accounts by the Funds’ transfer agent on behalf of trust companies and bank trust departments investing assets held in a fiduciary, agency, advisory, custodial or similar capacity and over which the trust companies and bank trust departments or other plan fiduciaries or participants (in the case of certain retirement plans) have full or shared investment discretion.
  n   Total or partial redemptions of shares held through retirement plans and accounts maintained pursuant to Sections 401 (tax-qualified pension, profit sharing, 401(k), money purchase and stock bonus plans), 403 (qualified annuity plans and tax-sheltered annuities) and 457 (deferred compensation plans for employees of tax-exempt entities or governments) of the Internal Revenue Code of 1986, as amended, that are maintained by the Funds’ transfer agent on an omnibus basis.
  n   Redemptions of shares that are issued as part of an investment company reorganization to which a Goldman Sachs Fund is a party.

  The Trust reserves the right to modify or eliminate the redemption fee or waivers at any time and will give 60 days’ prior written notice of any material changes, unless otherwise provided by law. The redemption fee policy may be modified or amended in the future to reflect, among other factors, regulatory requirements mandated by the SEC.
 
  In addition to the circumstances noted above, the Trust reserves the right to grant additional exceptions based on such factors as operational limitations, contractual limitations and further guidance from the SEC or other regulators.
 
  What Else Do I Need To Know About Redemptions?
  The following generally applies to redemption requests:
  n   Additional documentation may be required when deemed appropriate by the Transfer Agent. A redemption request will not be in proper form until such additional documentation has been received.
  n   Institutions (including banks, trust companies, brokers and investment advisers) are responsible for the timely transmittal of redemption requests by their customers to the Transfer Agent. In order to facilitate the timely transmittal of redemption requests, these institutions may set times by which they must receive redemption requests. These institutions may also require additional documentation from you.

  The Trust reserves the right to:

  n   Redeem your shares in the event an Institution’s relationship with Goldman Sachs is terminated and you do not transfer your account to another Institution with a relationship with Goldman Sachs. The Trust will not be responsible for any loss in an investor’s account resulting from the redemption.
 
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SHAREHOLDER GUIDE

  n   Subject to applicable law, redeem your shares in other circumstances determined by the Board of Trustees to be in the best interest of the Trust.
  n   Pay redemptions by a distribution in-kind of securities (instead of cash). If you receive redemption proceeds in-kind, you should expect to incur transaction costs upon the disposition of those securities.
  n   Reinvest any dividends or other distributions which you have elected to receive in cash should your check for such dividends or other distributions be returned to a Fund as undeliverable or remain uncashed for six months. In addition, that distribution and all future distributions payable to you will be reinvested at the NAV on the day of reinvestment in additional Institutional Shares of the Fund that pays the distributions. No interest will accrue on amounts represented by uncashed distribution or redemption checks.

  Can I Exchange My Investment From One Fund To Another?
  You may exchange Institutional Shares of a Fund at NAV for Institutional Shares of another Goldman Sachs Fund. Redemption of shares (including by exchange) that are held for 30 calendar days or less may, however, be subject to a redemption fee as described above under “What Do I Need to Know About The Redemption Fee?” The exchange privilege may be materially modified or withdrawn at any time upon 60 days’ written notice to you.

     
Instructions For Exchanging Shares:

By Writing:
  n  Write a letter of instruction that includes:
         n  Name(s) and signature(s)
         n  Account number
         n  The Fund names and Class of Shares
         n  The dollar amount to be exchanged
    n  Mail the request to:
    Goldman Sachs Funds
    71 S. Wacker Dr., Suite 500
    Chicago, IL 60606

By Telephone:
  If you have elected the telephone exchange privilege on your Account Application:
    n  1-800-621-2550
    (8:00 a.m. to 4:00 p.m. New York time)

  You should keep in mind the following factors when making or considering an exchange:
  n   You should obtain and carefully read the prospectus of the Fund you are acquiring before making an exchange.
  n   All exchanges which represent an initial investment in a Fund must satisfy the minimum initial investment requirements of that Fund or the entire balance of

 
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  the original Fund account should be exchanged. This requirement may be waived at the discretion of the Trust.
  n   Telephone exchanges normally will be made only to an identically registered account.
  n   Exchanges are available only in states where exchanges may be legally made.
  n   It may be difficult to make telephone exchanges in times of drastic economic or market conditions.
  n   Goldman Sachs may use reasonable procedures described under “What Do I Need To Know About Telephone Redemption Requests?” in an effort to prevent unauthorized or fraudulent telephone exchange requests.
  n   Exchanges into Goldman Sachs Funds that are closed to new investors may be restricted.
  n   Exchanges into a Fund from another Goldman Sachs Fund may be subject to any redemption fee imposed by the other Goldman Sachs Fund.

  For federal income tax purposes, an exchange from one Goldman Sachs Fund to another is treated as a redemption of the shares surrendered in the exchange, on which you may be subject to tax, followed by a purchase of shares received in the exchange. You should consult your tax adviser concerning the tax consequences of an exchange.
 
  What Types of Reports Will I Be Sent Regarding Investments In Institutional Shares?
  You will be provided with a printed confirmation of each transaction in your account and a monthly statement. A year-to-date statement for your account will be provided upon request made to Goldman Sachs. If your account is held in a “street name” you may receive your statements and confirmations on a different schedule. You will also receive an annual shareholder report containing audited financial statements and a semi-annual shareholder report. If you have consented to the delivery of a single copy of shareholder reports, prospectuses and other information to all shareholders who share the same mailing address with your account, you may revoke your consent at any time by contacting Goldman Sachs Funds by phone at 1-800-621-2550 or by mail at Goldman Sachs Funds, 71 S. Wacker Dr., Suite 500, Chicago, IL 60606. The Funds will begin sending individual copies to you within 30 days after receipt of your revocation.

   RESTRICTIONS ON EXCESSIVE TRADING PRACTICES   

  Policies and Procedures on Excessive Trading Practices. In accordance with the policy adopted by the Board of Trustees, the Trust discourages frequent purchases and redemptions of Fund shares and does not permit market timing or other excessive trading practices. Purchases and exchanges should be made with a view
 
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SHAREHOLDER GUIDE

  to longer-term investment purposes only that are consistent with the investment policies and practices of the respective Funds. Excessive, short-term (market timing) trading practices may disrupt portfolio management strategies, increase brokerage and administrative costs, harm fund performance and result in dilution in the value of Fund shares held by longer-term shareholders. The Trust and Goldman Sachs reserve the right to reject or restrict purchase or exchange requests from any investor. The Trust and Goldman Sachs will not be liable for any loss resulting from rejected purchase or exchange orders. To minimize harm to the Trust and its shareholders (or Goldman Sachs), the Trust (or Goldman Sachs) will exercise these rights if, in the Trust’s (or Goldman Sachs’) judgment, an investor has a history of excessive trading or if an investor’s trading, in the judgment of the Trust (or Goldman Sachs), has been or may be disruptive to a Fund. In making this judgment, trades executed in multiple accounts under common ownership or control may be considered together to the extent they can be identified. No waivers of the provisions of the policy established to detect and deter market timing and other excessive trading activity are permitted that would harm the Trust or its shareholders or would subordinate the interest of the Trust or its shareholders to those of Goldman Sachs or any affiliated person or associated person of Goldman Sachs.
 
  To deter excessive shareholder trading, the Funds described in this Prospectus, the Structured International Equity Fund and certain Fixed Income Funds (which are offered in separate prospectuses) impose a redemption fee on redemptions made within 30 calendar days of purchase subject to certain exceptions. See “Shareholder Guide— What Do I Need To Know About Redemptions Fees?” for more information about the redemption fee, including transactions and certain omnibus accounts to which the redemption fee does not apply. As a further deterrent to excessive trading, many foreign equity securities held by the Funds are priced by an independent pricing service using fair valuation. For more information on fair valuation, please see “Shareholder Guide— How are Shares Priced?”
 
  Pursuant to the policy adopted by the Board of Trustees, Goldman Sachs has developed criteria that it uses to identify trading activity that may be excessive. Goldman Sachs reviews on a regular, periodic basis available information relating to the trading activity in the Funds in order to assess the likelihood that a Fund may be the target of excessive trading. As part of its excessive trading surveillance process, Goldman Sachs, on a periodic basis, examines transactions that exceed certain monetary thresholds or numerical limits within a period of time. Consistent with the standards described above, if, in its judgment, Goldman Sachs detects excessive, short term trading, Goldman Sachs may reject or restrict a purchase or exchange request and may further seek to close an investor’s account with a Fund. Goldman Sachs may modify its surveillance procedures and criteria from time to

 
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  time without prior notice regarding the detection of excessive trading or to address specific circumstances. Goldman Sachs will apply the criteria in a manner that, in Goldman Sachs’ judgment, will be uniform.
 
  Fund shares may be held through omnibus arrangements maintained by intermediaries such as broker-dealers, investment advisers, transfer agents, administrators and insurance companies. In addition, Fund shares may be held in omnibus 401(k) plans, employee benefit plans and other group accounts. Omnibus accounts include multiple investors and such accounts typically provide the Funds with a net purchase or redemption request on any given day where the purchases and redemptions of Fund shares by the investors are netted against one another. The identity of individual investors whose purchase and redemption orders are aggregated are not known by the Funds. A number of these financial intermediaries may not have the capability or may not be willing to apply the Funds’ market timing policies or any applicable redemption fee. While Goldman Sachs may monitor share turnover at the omnibus account level, a Fund’s ability to monitor and detect market timing by shareholders or apply any applicable redemption fee in these omnibus accounts is limited. The netting effect makes it more difficult to identify, locate and eliminate market timing activities. In addition, those investors who engage in market timing and other excessive trading activities may employ a variety of techniques to avoid detection. There can be no assurance that the Funds and Goldman Sachs will be able to identify all those who trade excessively or employ a market timing strategy, and curtail their trading in every instance.

 
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  Taxation
 
  As with any investment, you should consider how your investment in the Funds will be taxed. The tax information below is provided as general information. More tax information is available in the Additional Statement. You should consult your tax adviser about the federal, state, local or foreign tax consequences of your investment in the Funds.
 
  Unless your investment is an IRA or other tax-advantaged account, you should consider the possible tax consequences of Fund distributions and the sale of your Fund shares.

   DISTRIBUTIONS   

  Each Fund contemplates declaring as dividends each year all or substantially all of its taxable income. Distributions you receive from the Funds are generally subject to federal income tax, and may also be subject to state or local taxes. This is true whether you reinvest your distributions in additional Fund shares or receive them in cash. For federal tax purposes, the Fund distributions attributable to short-term capital gains and net investment income are generally taxable to you as ordinary income, while distributions attributable to long-term capital gains are taxable as long-term capital gains, no matter how long you have owned your Fund shares.
 
  Under recent changes to the Internal Revenue Code (the “Code”), the maximum long-term capital gain tax rate applicable to individuals, estates, and trusts is 15%. Also, Fund distributions to noncorporate shareholders attributable to dividends received by the Funds from U.S. and certain qualified foreign corporations will generally be taxed at the long-term capital gain rate, as long as certain other requirements are met. A sunset provision provides that the 15% long-term capital gain rate and the taxation of dividends at the long-term capital gain rate will revert back to a prior version of these provisions in the Code for taxable years beginning after December 31, 2008. The amount of a Fund’s distributions that qualify for this favorable tax treatment may be reduced as a result of a Fund’s securities lending activities, by a high portfolio turnover rate or by investments in debt securities or “non-qualified” foreign corporations. For these lower rates to apply, the noncorporate shareholder must own the relevant Fund shares for at least 61 days during the 121-day period beginning 60 days before the Fund’s ex-dividend rate.
 
  Although distributions are generally treated as taxable to you in the year they are paid, distributions declared in October, November or December but paid in January are taxable as if they were paid in December. A percentage of the Funds’ dividends paid to corporate shareholders may be eligible for the corporate dividends-received

 
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  deduction. This percentage may, however, be reduced as a result of a Fund’s securities lending activities, by a high portfolio turnover rate or by investments in debt securities or foreign corporations. Character and tax status of all distributions will be available to shareholders after the close of each calendar year.
 
  Each Fund may be subject to foreign withholding or other foreign taxes on income or gain from certain foreign securities. Each Fund may make an election to treat a proportionate amount of those taxes as constituting a distribution to each shareholder, which would allow you either (i) to credit that proportionate amount of taxes against U.S. Federal income tax liability as a foreign tax credit or (ii) to take that amount as an itemized deduction.
 
  If you buy shares of a Fund before it makes a distribution, the distribution will be taxable to you even though it may actually be a return of a portion of your investment. This is known as “buying a dividend.”

   SALES AND EXCHANGES   

  Your sale of Fund shares is a taxable transaction for federal income tax purposes, and may also be subject to state and local taxes. For tax purposes, the exchange of your Fund shares for shares of a different Goldman Sachs Fund is the same as a sale. When you sell your shares, you will generally recognize a capital gain or loss in an amount equal to the difference between your adjusted tax basis in the shares and the amount received. Generally, this gain or loss is long-term or short-term depending on whether your holding period exceeds twelve months, except that any loss realized on shares held for six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends that were received on the shares. Additionally, any loss realized on a sale, exchange or redemption of shares of a Fund may be disallowed under “wash sale” rules to the extent the shares disposed of are replaced with other shares of that Fund within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to a dividend reinvestment in shares of that Fund. If disallowed, the loss will be reflected in an adjustment to the basis of the shares acquired.

   OTHER INFORMATION   

  When you open your account, you should provide your Social Security Number or tax identification number on your Account Application. By law, each Fund must withhold 28% of your taxable distributions and any redemption proceeds if you do not provide your correct taxpayer identification number, or certify that it is correct, or if the IRS instructs the Fund to do so.
 
  Non-U.S. investors may be subject to U.S. withholding and estate tax. However, non-U.S. investors generally may file for a refund of tax withheld (if any) on distributions of qualified interest income and short-term capital gains made by the Funds after September 1, 2005 and before August 31, 2008.

 
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  Appendix A
Additional Information on Portfolio
Risks, Securities and Techniques

   A.  General Portfolio Risks   

  The Funds will be subject to the risks associated with equity investments. “Equity investments” may include common stocks, preferred stocks, interests in real estate investment trusts, convertible debt obligations, convertible preferred stocks, equity interests in trusts, partnerships, joint ventures, limited liability companies and similar enterprises, warrants, stock purchase rights and synthetic and derivative instruments that have economic characteristics similar to equity securities. In general, the values of equity investments fluctuate in response to the activities of individual companies and in response to general market and economic conditions. Accordingly, the values of the equity investments that a Fund holds may decline over short or extended periods. The stock markets tend to be cyclical, with periods when stock prices generally rise and periods when prices generally decline. This volatility means that the value of your investment in the Funds may increase or decrease. In recent years, certain stock markets have experienced substantial price volatility.
 
  To the extent that a Fund invests in fixed-income securities, that Fund will also be subject to the risks associated with its fixed-income securities. These risks include interest rate risk, credit risk and call/extension risk. In general, interest rate risk involves the risk that when interest rates decline, the market value of fixed-income securities tends to increase (although many mortgage-related securities will have less potential than other debt securities for capital appreciation during periods of declining rates). Conversely, when interest rates increase, the market value of fixed-income securities tends to decline. Credit risk involves the risk that an issuer or guarantor could default on its obligations, and a Fund will not recover its investment. Call risk and extension risk are normally present in mortgage-backed securities and asset-backed securities. For example, homeowners have the option to prepay their mortgages. Therefore, the duration of a security backed by home mortgages can either shorten (call risk) or lengthen (extension risk). In general, if interest rates on new mortgage loans fall sufficiently below the interest rates on existing outstanding mortgage loans, the rate of prepayment would be expected to increase. Conversely, if mortgage loan interest rates rise above the interest rates on existing outstanding mortgage loans, the rate of prepayment would be expected to decrease. In either case, a change in the prepayment rate can result in losses to

 
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  investors. The same would be true of asset-backed securities such as securities backed by car loans.
 
  The Investment Adviser will not consider the portfolio turnover rate a limiting factor in making investment decisions for a Fund. A high rate of portfolio turnover (100% or more) involves correspondingly greater expenses which must be borne by a Fund and its shareholders, and is also likely to result in higher short-term capital gains taxable to shareholders. The portfolio turnover rate is calculated by dividing the lesser of the dollar amount of sales or purchases of portfolio securities by the average monthly value of a Fund’s portfolio securities, excluding securities having a maturity at the date of purchase of one year or less. See “Financial Highlights” in Appendix B for a statement of the Funds’ historical portfolio turnover rates.
 
  The following sections provide further information on certain types of securities and investment techniques that may be used by the Funds, including their associated risks. Additional information is provided in the Additional Statement, which is available upon request. Among other things, the Additional Statement describes certain fundamental investment restrictions that cannot be changed without shareholder approval. You should note, however, that all investment objectives and all investment policies not specifically designated as fundamental are non-fundamental, and may be changed without shareholder approval. If there is a change in a Fund’s investment objective, you should consider whether that Fund remains an appropriate investment in light of your then current financial position and needs.

   B.  Other Portfolio Risks   

  Risks of Investing in Small Capitalization and Mid-Capitalization Companies. Each Fund may, to the extent consistent with its investment policies, invest in small and mid-capitalization companies. Investments in small and mid-capitalization companies involve greater risk and portfolio price volatility than investments in larger capitalization stocks. Among the reasons for the greater price volatility of these investments are the less certain growth prospects of smaller firms and the lower degree of liquidity in the markets for such securities. Small and mid-capitalization companies may be thinly traded and may have to be sold at a discount from current market prices or in small lots over an extended period of time. In addition, these securities are subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities in particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic or market conditions, or adverse investor perceptions whether or not accurate. Because of the lack of sufficient market liquidity, a Fund may incur losses because it will be required to effect sales at a disadvantageous

 
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APPENDIX A

  time and only then at a substantial drop in price. Small and mid-capitalization companies include “unseasoned” issuers that do not have an established financial history; often have limited product lines, markets or financial resources; may depend on or use a few key personnel for management; and may be susceptible to losses and risks of bankruptcy. Small and mid-capitalization companies may be operating at a loss or have significant variations in operating results; may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence; may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position; and may have substantial borrowings or may otherwise have a weak financial condition. In addition, these companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing, and other capabilities, and a larger number of qualified managerial and technical personnel. Transaction costs for these investments are often higher than those of larger capitalization companies. Investments in small and mid-capitalization companies may be more difficult to price precisely than other types of securities because of their characteristics and lower trading volumes.
 
  Risks of Foreign Investments. The Funds may make foreign investments. Foreign investments involve special risks that are not typically associated with U.S. dollar denominated or quoted securities of U.S. issuers. Foreign investments may be affected by changes in currency rates, changes in foreign or U.S. laws or restrictions applicable to such investments and changes in exchange control regulations ( e.g. , currency blockage). A decline in the exchange rate of the currency ( i.e. , weakening of the currency against the U.S. dollar) in which a portfolio security is quoted or denominated relative to the U.S. dollar would reduce the value of the portfolio security. In addition, if the currency in which a Fund receives dividends, interest or other payments declines in value against the U.S. dollar before such income is distributed as dividends to shareholders or converted to U.S. dollars, the Fund may have to sell portfolio securities to obtain sufficient cash to pay such dividends.
 
  Brokerage commissions, custodial services and other costs relating to investment in international securities markets generally are more expensive than in the United States. In addition, clearance and settlement procedures may be different in foreign countries and, in certain markets, such procedures have been unable to keep pace with the volume of securities transactions, thus making it difficult to conduct such transactions.
 
  Foreign issuers are not generally subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to U.S. issuers. There may be less publicly available information about a foreign issuer than about a U.S.

 
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  issuer. In addition, there is generally less government regulation of foreign markets, companies and securities dealers than in the United States, and the legal remedies for investors may be more limited than the remedies available in the United States. Foreign securities markets may have substantially less volume than U.S. securities markets and securities of many foreign issuers are less liquid and more volatile than securities of comparable domestic issuers. Furthermore, with respect to certain foreign countries, there is a possibility of nationalization, expropriation or confiscatory taxation, imposition of withholding or other taxes on dividend or interest payments (or, in some cases, capital gains distributions), limitations on the removal of funds or other assets from such countries, and risks of political or social instability or diplomatic developments which could adversely affect investments in those countries.
 
  Concentration of a Fund’s assets in one or a few countries and currencies will subject a Fund to greater risks than if a Fund’s assets were not geographically concentrated.
 
  Investment in sovereign debt obligations by a Fund involves risks not present in debt obligations of corporate issuers. The issuer of the debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due in accordance with the terms of such debt, and a Fund may have limited recourse to compel payment in the event of a default. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt, and in turn a Fund’s NAV, to a greater extent than the volatility inherent in debt obligations of U.S. issuers.
 
  A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward international lenders, and the political constraints to which a sovereign debtor may be subject.
 
  Investments in foreign securities may take the form of sponsored and unsponsored American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), European Depositary Receipts (“EDRs”) or other similar instruments representing securities of foreign issuers. ADRs, GDRs and EDRs represent the right to receive securities of foreign issuers deposited in a bank or other depository. ADRs and certain GDRs are traded in the United States. GDRs may be traded in either the United States or in foreign markets. EDRs are traded primarily outside the United States. Prices of ADRs are quoted in U.S. dollars. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security.

 
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APPENDIX A

  Risks of Euro. On January 1, 1999, the European Economic and Monetary Union (EMU) introduced a new single currency called the euro. The euro has replaced the national currencies of the following member countries: Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain. In addition, Cyprus, the Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia and Slovenia became members of the EMU on May 1, 2004, but these countries will not adopt the euro as their new currency until they can show that their economies have converged with the economies of the euro zone.
 
  The European Central Bank has control over each country’s monetary policies. Therefore, the member countries no longer control their own monetary policies by directing independent interest rates for their currencies. The national governments of the participating countries, however, have retained the authority to set tax and spending policies and public debt levels.
 
  The change to the euro as a single currency is relatively new and untested. The elimination of currency risk among EMU countries has affected the economic environment and behavior of investors, particularly in European markets, but the long-term impact of those changes on currency values or on the business or financial condition of European countries and issuers cannot be fully assessed at this time. In addition, the introduction of the euro presents other unique uncertainties, including the fluctuation of the euro relative to non-euro currencies; whether the interest rate, tax and labor regimes of European countries participating in the euro will converge over time; and whether the conversion of the currencies of other countries that now are or may in the future become members of the European Union (“EU”) will have an impact on the euro. Also, it is possible that the euro could be abandoned in the future by countries that have already adopted its use. In May and June 2005, voters in France and the Netherlands rejected ratification of the EU Constitution causing some other countries to postpone moves toward ratification. These or other events, including political and economic developments, could cause market disruptions, and could adversely affect the value of securities held by the Funds. Because of the number of countries using this single currency, a significant portion of the assets held by the Funds may be denominated in the euro.
 
  Risks of Emerging Countries. Certain Funds may invest in securities of issuers located in emerging countries. The risks of foreign investment are heightened when the issuer is located in an emerging country. Emerging countries are generally located in the Asia and Pacific regions, Eastern Europe, Latin and South America and Africa. A Fund’s purchase and sale of portfolio securities in certain emerging countries may be constrained by limitations relating to daily changes in the prices

 
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  of listed securities, periodic trading or settlement volume and/or limitations on aggregate holdings of foreign investors. Such limitations may be computed based on the aggregate trading volume by or holdings of a Fund, the Investment Adviser, its affiliates and their respective clients and other service providers. A Fund may not be able to sell securities in circumstances where price, trading or settlement volume limitations have been reached.
 
  Foreign investment in the securities markets of certain emerging countries is restricted or controlled to varying degrees which may limit investment in such countries or increase the administrative costs of such investments. For example, certain Asian countries require governmental approval prior to investments by foreign persons or limit investment by foreign persons to only a specified percentage of an issuer’s outstanding securities or a specific class of securities which may have less advantageous terms (including price) than securities of the issuer available for purchase by nationals. In addition, certain countries may restrict or prohibit investment opportunities in issuers or industries deemed important to national interests. Such restrictions may affect the market price, liquidity and rights of securities that may be purchased by a Fund. The repatriation of both investment income and capital from certain emerging countries is subject to restrictions such as the need for governmental consents. In situations where a country restricts direct investment in securities (which may occur in certain Asian and other countries), a Fund may invest in such countries through other investment funds in such countries.
 
  Many emerging countries have experienced currency devaluations and substantial (and, in some cases, extremely high) rates of inflation. Other emerging countries have experienced economic recessions. These circumstances have had a negative effect on the economies and securities markets of such emerging countries. Economies in emerging countries generally are dependent heavily upon commodity prices and international trade and, accordingly, have been and may continue to be affected adversely by the economies of their trading partners, trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade.
 
  Many emerging countries are subject to a substantial degree of economic, political and social instability. Governments of some emerging countries are authoritarian in nature or have been installed or removed as a result of military coups, while governments in other emerging countries have periodically used force to suppress civil dissent. Disparities of wealth, the pace and success of democratization, and ethnic, religious and racial disaffection, among other factors, have also led to social unrest, violence and/or labor unrest in some emerging countries. Unanticipated political or social developments may result in sudden and significant investment losses. Investing in emerging countries involves greater risk of loss due to

 
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  expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and on repatriation of capital invested. As an example, in the past some Eastern European governments have expropriated substantial amounts of private property, and many claims of the property owners have never been fully settled. There is no assurance that similar expropriations will not recur in Eastern European or other countries.
 
  A Fund’s investment in emerging countries may also be subject to withholding or other taxes, which may be significant and may reduce the return from an investment in such countries to the Fund.
 
  Settlement procedures in emerging countries are frequently less developed and reliable than those in the United States and may involve a Fund’s delivery of securities before receipt of payment for their sale. In addition, significant delays may occur in certain markets in registering the transfer of securities. Settlement or registration problems may make it more difficult for a Fund to value its portfolio securities and could cause the Fund to miss attractive investment opportunities, to have a portion of its assets uninvested or to incur losses due to the failure of a counterparty to pay for securities the Fund has delivered or the Fund’s inability to complete its contractual obligations because of theft or other reasons.
 
  The creditworthiness of the local securities firms used by a Fund in emerging countries may not be as sound as the creditworthiness of firms used in more developed countries. As a result, the Fund may be subject to a greater risk of loss if a securities firm defaults in the performance of its responsibilities.
 
  The small size and inexperience of the securities markets in certain emerging countries and the limited volume of trading in securities in those countries may make a Fund’s investments in such countries less liquid and more volatile than investments in countries with more developed securities markets (such as the United States, Japan and most Western European countries). A Fund’s investments in emerging countries are subject to the risk that the liquidity of a particular investment, or investments generally, in such countries will shrink or disappear suddenly and without warning as a result of adverse economic, market or political conditions or adverse investor perceptions, whether or not accurate. Because of the lack of sufficient market liquidity, a Fund may incur losses because it will be required to effect sales at a disadvantageous time and only then at a substantial drop in price. Investments in emerging countries may be more difficult to price precisely because of the characteristics discussed above and lower trading volumes.
 
  A Fund’s use of foreign currency management techniques in emerging countries may be limited. The Investment Adviser anticipates that a significant portion of the

 
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  Funds’ currency exposure in emerging countries may not be covered by these techniques.
 
  Risks of Derivative Investments. A Fund’s transactions, if any, in options, futures, options on futures, swaps, interest rate caps, floors and collars, structured securities and foreign currency transactions involve additional risk of loss. Loss can result from a lack of correlation between changes in the value of derivative instruments and the portfolio assets (if any) being hedged, the potential illiquidity of the markets for derivative instruments, or the risks arising from margin requirements and related leverage factors associated with such transactions. The use of these management techniques also involves the risk of loss if the Investment Adviser is incorrect in its expectation of fluctuations in securities prices, interest rates or currency prices. Each Fund may also invest in derivative investments for non-hedging purposes (that is, to seek to increase total return). Investing for non-hedging purposes is considered a speculative practice and presents even greater risk of loss.
 
  Risks of Illiquid Securities. Each Fund may invest up to 15% of its net assets in illiquid securities which cannot be disposed of in seven days in the ordinary course of business at fair value. Illiquid securities include:
  n   Both domestic and foreign securities that are not readily marketable
  n   Certain stripped mortgage-backed securities
  n   Repurchase agreements and time deposits with a notice or demand period of more than seven days
  n   Certain over-the-counter options
  n   Certain structured securities and all swap transactions
  n   Certain restricted securities, unless it is determined, based upon a review of the trading markets for a specific restricted security, that such restricted security is liquid because it is so-called “4(2) commercial paper” or is otherwise eligible for resale pursuant to Rule 144A under the Securities Act of 1933 (“144A Securities”).

  Investing in 144A Securities may decrease the liquidity of a Fund’s portfolio to the extent that qualified institutional buyers become for a time uninterested in purchasing these restricted securities. The purchase price and subsequent valuation of restricted and illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists.
 
  Credit/Default Risks. Debt securities purchased by the Funds may include securities (including zero coupon bonds) issued by the U.S. government (and its agencies, instrumentalities and sponsored enterprises), foreign governments, domestic and foreign corporations, banks and other issuers. Some of these fixed-

 
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  income securities are described in the next section below. Further information is provided in the Additional Statement.
 
  Debt securities rated BBB or higher by Standard & Poor’s Rating Group (“Standard & Poor’s”), Baa or higher by Moody’s Investors Service, Inc. (“Moody’s”) or having a comparable rating by another NRSRO are considered “investment grade.” Securities rated BBB or Baa are considered medium-grade obligations with speculative characteristics, and adverse economic conditions or changing circumstances may weaken their issuers’ capacity to pay interest and repay principal. A security will be deemed to have met a rating requirement if it receives the minimum required rating from at least one such rating organization even though it has been rated below the minimum rating by one or more other rating organizations, or if unrated by such rating organizations, the security is determined by the Investment Adviser to be of comparable credit quality. If a security satisfies a Fund’s minimum rating requirement at the time of purchase and is subsequently downgraded below that rating, the Fund will not be required to dispose of the security. If a downgrade occurs, the Investment Adviser will consider what action, including the sale of the security, is in the best interest of a Fund and its shareholders.
 
  The Funds may invest in fixed-income securities rated BB or Ba or below (or comparable unrated securities) which are commonly referred to as “junk bonds.” Junk bonds are considered predominantly speculative and may be questionable as to principal and interest payments.
 
  In some cases, junk bonds may be highly speculative, have poor prospects for reaching investment grade standing and be in default. As a result, investment in such bonds will present greater speculative risks than those associated with investment in investment grade bonds. Also, to the extent that the rating assigned to a security in a Fund’s portfolio is downgraded by a rating organization, the market price and liquidity of such security may be adversely affected.
 
  Risks of Initial Public Offerings. The Funds may invest in IPOs. An IPO is a company’s first offering of stock to the public. IPO risk is the risk that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. When a Fund’s asset base is small, a significant portion of the Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the Fund’s assets grow, the effect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reduce the Fund’s performance. Because of the

 
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  price volatility of IPO shares, a Fund may choose to hold IPO shares for a very short period of time. This may increase the turnover of the Fund’s portfolio and may lead to increased expenses to the Fund, such as commissions and transaction costs. By selling IPO shares, the Fund may realize taxable gains it will subsequently distribute to shareholders. In addition, the market for IPO shares can be speculative and/or inactive for extended periods of time. There is no assurance that a Fund will be able to obtain allocable portions of IPO shares. The limited number of shares available for trading in some IPOs may make it more difficult for a Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. Investors in IPO shares can be affected by substantial dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders.
 
  Temporary Investment Risks. Each Fund may, for temporary defensive purposes, invest a certain percentage of its total assets in:
  n   U.S. government securities
  n   Commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO
  n   Certificates of deposit
  n   Bankers’ acceptances
  n   Repurchase agreements
  n   Non-convertible preferred stocks and non-convertible corporate bonds with a remaining maturity of less than one year

  When a Fund’s assets are invested in such instruments, the Fund may not be achieving its investment objective.

   C.  Portfolio Securities and Techniques   

  This section provides further information on certain types of securities and investment techniques that may be used by the Funds, including their associated risks.
 
  The Funds may purchase other types of securities or instruments similar to those described in this section if otherwise consistent with the Fund’s investment objectives and policies. Further information is provided in the Additional Statement, which is available upon request.
 
  Convertible Securities. Each Fund may invest in convertible securities. Convertible securities are preferred stock or debt obligations that are convertible into common stock. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. Convertible securities in which a Fund invests are subject to the same rating criteria as its other investments in fixed-

 
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APPENDIX A

  income securities. Convertible securities have both equity and fixed-income risk characteristics. Like all fixed-income securities, the value of convertible securities is susceptible to the risk of market losses attributable to changes in interest rates. Generally, the market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. However, when the market price of the common stock underlying a convertible security exceeds the conversion price of the convertible security, the convertible security tends to reflect the market price of the underlying common stock. As the market price of the underlying common stock declines, the convertible security, like a fixed-income security, tends to trade increasingly on a yield basis, and thus may not decline in price to the same extent as the underlying common stock.
 
  Foreign Currency Transactions. A Fund may, to the extent consistent with its investment policies, purchase or sell foreign currencies on a cash basis or through forward contracts. A forward contract involves an obligation to purchase or sell a specific currency at a future date at a price set at the time of the contract. A Fund may engage in foreign currency transactions for hedging purposes and to seek to protect against anticipated changes in future foreign currency exchange rates. In addition, certain Funds may enter into foreign currency transactions to seek a closer correlation between the Fund’s overall currency exposures and the currency exposures of the Fund’s performance benchmark. Certain Funds may also enter into such transactions to seek to increase total return, which is considered a speculative practice.
 
  Some Funds may also engage in cross-hedging by using forward contracts in a currency different from that in which the hedged security is denominated or quoted. A Fund may hold foreign currency received in connection with investments in foreign securities when, in the judgment of the Investment Adviser, it would be beneficial to convert such currency into U.S. dollars at a later date ( e.g. , the Investment Adviser may anticipate the foreign currency to appreciate against the U.S. dollar).
 
  Currency exchange rates may fluctuate significantly over short periods of time, causing, along with other factors, a Fund’s NAV to fluctuate (when the Fund’s NAV fluctuates, the value of your shares may go up or down). Currency exchange rates also can be affected unpredictably by the intervention of U.S. or foreign governments or central banks, or the failure to intervene, or by currency controls or political developments in the United States or abroad.
 
  The market in forward foreign currency exchange contracts, currency swaps and other privately negotiated currency instruments offers less protection against defaults by the other party to such instruments than is available for currency instruments traded on an exchange. Such contracts are subject to the risk that the

 
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  counterparty to the contract will default on its obligations. Since these contracts are not guaranteed by an exchange or clearinghouse, a default on a contract would deprive a Fund of unrealized profits, transaction costs or the benefits of a currency hedge or could force the Fund to cover its purchase or sale commitments, if any, at the current market price.
 
  Structured Securities. Each Fund may invest in structured securities. Structured securities are securities whose value is determined by reference to changes in the value of specific currencies, interest rates, commodities, indices or other financial indicators (the “Reference”) or the relative change in two or more References.
 
  The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference. Structured securities may be positively or negatively indexed, so that appreciation of the Reference may produce an increase or decrease in the interest rate or value of the security at maturity. In addition, changes in the interest rates or the value of the security at maturity may be a multiple of changes in the value of the Reference. Consequently, structured securities may present a greater degree of market risk than many types of securities and may be more volatile, less liquid and more difficult to price accurately than less complex securities.
 
  REITs. Each Fund may invest in REITs. REITs are pooled investment vehicles that invest primarily in either real estate or real estate related loans. The value of a REIT is affected by changes in the value of the properties owned by the REIT or securing mortgage loans held by the REIT. REITs are dependent upon the ability of the REITs’ managers, and are subject to heavy cash flow dependency, default by borrowers and the qualification of the REITs under applicable regulatory requirements for favorable income tax treatment. REITs are also subject to risks generally associated with investments in real estate including possible declines in the value of real estate, general and local economic conditions, environmental problems and changes in interest rates. To the extent that assets underlying a REIT are concentrated geographically, by property type or in certain other respects, these risks may be heightened. A Fund will indirectly bear its proportionate share of any expenses, including management fees, paid by a REIT in which it invests.
 
  Options on Securities, Securities Indices and Foreign Currencies. A put option gives the purchaser of the option the right to sell, and the writer (seller) of the option the obligation to buy, the underlying instrument during the option period. A call option gives the purchaser of the option the right to buy, and the writer (seller) of the option the obligation to sell, the underlying instrument during the option period. Each Fund may write (sell) covered call and put options and purchase put and call options on any securities in which the Fund may invest or on any securities index consisting of securities in which it may invest. A Fund may also, to

 
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APPENDIX A

  the extent consistent with its investment policies, purchase and sell (write) put and call options on foreign currencies.
 
  The writing and purchase of options is a highly specialized activity which involves special investment risks. Options may be used for either hedging or cross-hedging purposes, or to seek to increase total return (which is considered a speculative activity). The successful use of options depends in part on the ability of the Investment Adviser to manage future price fluctuations and the degree of correlation between the options and securities (or currency) markets. If the Investment Adviser is incorrect in its expectation of changes in market prices or determination of the correlation between the instruments or indices on which options are written and purchased and the instruments in a Fund’s investment portfolio, the Fund may incur losses that it would not otherwise incur. The use of options can also increase a Fund’s transaction costs. Options written or purchased by the Funds may be traded on either U.S. or foreign exchanges or over-the-counter. Foreign and over-the-counter options will present greater possibility of loss because of their greater illiquidity and credit risks.
 
  Futures Contracts and Options on Futures Contracts. Futures contracts are standardized, exchange-traded contracts that provide for the sale or purchase of a specified financial instrument or currency at a future time at a specified price. An option on a futures contract gives the purchaser the right (and the writer of the option the obligation) to assume a position in a futures contract at a specified exercise price within a specified period of time. A futures contract may be based on particular securities, foreign currencies, securities indices and other financial instruments and indices. The Funds may engage in futures transactions on both U.S. and foreign exchanges.
 
  Each Fund may purchase and sell futures contracts, and purchase and write call and put options on futures contracts, in order to seek to increase total return or to hedge against changes in interest rates, securities prices or, to the extent a Fund invests in foreign securities, currency exchange rates, or to otherwise manage its term structure, sector selection and duration in accordance with its investment objective and policies. Each Fund may also enter into closing purchase and sale transactions with respect to such contracts and options. The Trust, on behalf of each Fund, has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act, and therefore is not subject to registration or regulation as a pool operator under that Act with respect to the Funds.
 
  Futures contracts and related options present the following risks:
  n   While a Fund may benefit from the use of futures and options on futures, unanticipated changes in interest rates, securities prices or currency exchange

 
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  rates may result in poorer overall performance than if the Fund had not entered into any futures contracts or options transactions.
  n   Because perfect correlation between a futures position and a portfolio position that is intended to be protected is impossible to achieve, the desired protection may not be obtained and a Fund may be exposed to additional risk of loss.
  n   The loss incurred by a Fund in entering into futures contracts and in writing call options on futures is potentially unlimited and may exceed the amount of the premium received.
  n   Futures markets are highly volatile and the use of futures may increase the volatility of a Fund’s NAV.
  n   As a result of the low margin deposits normally required in futures trading, a relatively small price movement in a futures contract may result in substantial losses to a Fund.
  n   Futures contracts and options on futures may be illiquid, and exchanges may limit fluctuations in futures contract prices during a single day.
  n   Foreign exchanges may not provide the same protection as U.S. exchanges.

  Equity Swaps. Each Fund may invest in equity swaps. Equity swaps allow the parties to a swap agreement to exchange the dividend income or other components of return on an equity investment (for example, a group of equity securities or an index) for a component of return on another non-equity or equity investment.
 
  An equity swap may be used by a Fund to invest in a market without owning or taking physical custody of securities in circumstances in which direct investment may be restricted for legal reasons or is otherwise deemed impractical or disadvantageous. Equity swaps are derivatives and their value can be very volatile. To the extent that the Investment Adviser does not accurately analyze and predict the potential relative fluctuation of the components swapped with another party, a Fund may suffer a loss, which may be substantial. The value of some components of an equity swap (such as the dividends on a common stock) may also be sensitive to changes in interest rates. Furthermore, a Fund may suffer a loss if the counterparty defaults. Because equity swaps are normally illiquid, a Fund may be unable to terminate its obligations when desired.
 
  When-Issued Securities and Forward Commitments. Each Fund may purchase when-issued securities and make contracts to purchase or sell securities for a fixed price at a future date beyond customary settlement time. When-issued securities are securities that have been authorized, but not yet issued. When-issued securities are purchased in order to secure what is considered to be an advantageous price or yield to the Fund at the time of entering into the transaction. A forward commitment involves the entering into a contract to purchase or sell securities for a fixed price at a future date beyond the customary settlement period.

 
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APPENDIX A

  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, a Fund may dispose of when-issued securities or forward commitments prior to settlement if the Investment Adviser deems it appropriate.
 
  Repurchase Agreements. Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. Each Fund may enter into repurchase agreements with securities dealers and banks which furnish collateral at least equal in value or market price to the amount of their repurchase obligation.
 
  If the other party or “seller” defaults, a Fund might 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 bankruptcy of the seller, a Fund could suffer additional losses if a court determines that the Fund’s interest in the collateral is not enforceable.
 
  Certain Funds, together with other registered investment companies having advisory agreements with the Investment Adviser or any of its affiliates, may transfer uninvested cash balances into a single joint account, the daily aggregate balance of which will be invested in one or more repurchase agreements.
 
  Lending of Portfolio Securities. Each Fund may engage in securities lending. Securities lending involves the lending of securities owned by a Fund to financial institutions such as certain broker-dealers including, as permitted by the SEC, Goldman Sachs. The borrowers are required to secure their loans continuously with cash, cash equivalents, U.S. government securities or letters of credit in an amount at least equal to the market value of the securities loaned. Cash collateral may be invested by a Fund in short-term investments, including unregistered investment pools managed by the Investment Adviser or its affiliates and from which the Investment Adviser or its affiliates may receive fees. To the extent that cash collateral is so invested, such collateral will be subject to market depreciation or appreciation, and a Fund will be responsible for any loss that might result from its investment of the borrowers’ collateral. If the Investment Adviser determines to make securities loans, the value of the securities loaned may not exceed 33 1/3% of the value of the total assets of a Fund (including the loan collateral). Loan collateral (including any investment of the collateral) is not subject to the

 
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  percentage limitations described elsewhere in this Prospectus regarding investments in fixed-income securities and cash equivalents.
 
  A Fund may lend its securities to increase its income. A Fund may, however, experience delay in the recovery of its securities or incur a loss if the institution with which it has engaged in a portfolio loan transaction breaches its agreement with the Fund or becomes insolvent.
 
  Short Sales Against-the-Box. The Funds may make short sales against-the-box. A short sale against-the-box means that at all times when a short position is open the Fund will own an equal amount of securities sold short, or securities convertible into or exchangeable for, without payment of any further consideration, an equal amount of the securities of the same issuer as the securities sold short.
 
  Preferred Stock, Warrants and Rights. Each Fund may invest in preferred stock, warrants and rights. Preferred stocks are securities that represent an ownership interest providing the holder with claims on the issuer’s earnings and assets before common stock owners but after bond owners. Unlike debt securities, the obligations of an issuer of preferred stock, including dividend and other payment obligations, may not typically be accelerated by the holders of such preferred stock on the occurrence of an event of default or other non-compliance by the issuer of the preferred stock.
 
  Warrants and other rights are options to buy a stated number of shares of common stock at a specified price at any time during the life of the warrant or right. The holders of warrants and rights have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer.
 
  Other Investment Companies. Each Fund may invest in securities of other investment companies (including exchange-traded funds such as SPDRs and iShares SM , as defined below) subject to statutory limitations prescribed by the Investment Company Act of 1940. These limitations include a prohibition on any Fund acquiring more than 3% of the voting shares of any other investment company, and a prohibition on investing more than 5% of a Fund’s total assets in securities of any one investment company or more than 10% of its total assets in securities of all investment companies. A Fund will indirectly bear its proportionate share of any management fees and other expenses paid by such other investment companies. Although the Funds do not expect to do so in the foreseeable future, each Fund is authorized to invest substantially all of its assets in a single open-end investment company or series thereof that has substantially the same investment objective, policies and fundamental restrictions as the Fund. Pursuant to an exemptive order obtained from the SEC, other investment companies in which a

 
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APPENDIX A

  Fund may invest include money market funds which the Investment Adviser or any of its affiliates serves as investment adviser, administrator or distributor.
 
  Exchange-traded funds such as SPDRs and iShares SM are shares of unaffiliated investment companies which are traded like traditional equity securities on a national securities exchange or the NASDAQ ® National Market System.

  n   Standard & Poor’s Depositary Receipts™. The Funds may, consistent with their investment policies, purchase Standard & Poor’s Depositary Receipts™ (“SPDRs”). SPDRs are securities traded on an exchange (“AMEX”) that represent ownership in the SPDR Trust, a trust which has been established to accumulate and hold a portfolio of common stocks that is intended to track the price performance and dividend yield of the S&P 500 ® . SPDRs may be used for several reasons, including, but not limited to, facilitating the handling of cash flows or trading, or reducing transaction costs. The price movement of SPDRs may not perfectly parallel the price action of the S&P 500 ® .
 
  n   iShares SM . iShares are shares of an investment company that invests substantially all of its assets in securities included in specified indices, including the MSCI indices for various countries and regions. iShares are listed on an exchange and were initially offered to the public in 1996. The market prices of iShares are expected to fluctuate in accordance with both changes in the NAVs of their underlying indices and supply and demand of iShares on an exchange. However, iShares have a limited operating history and information is lacking regarding the actual performance and trading liquidity of iShares for extended periods or over complete market cycles. In addition, there is no assurance that the requirements of the exchange necessary to maintain the listing of iShares will continue to be met or will remain unchanged. In the event substantial market or other disruptions affecting iShares occur in the future, the liquidity and value of a Fund’s shares could also be substantially and adversely affected. If such disruptions were to occur, a Fund could be required to reconsider the use of iShares as part of its investment strategy.

  Unseasoned Companies. Each Fund may invest in companies which (together with their predecessors) have operated less than three years. The securities of such companies may have limited liquidity, which can result in their being priced higher or lower than might otherwise be the case. In addition, investments in unseasoned companies are more speculative and entail greater risk than do investments in companies with an established operating record.
 
  Corporate Debt Obligations. Corporate debt obligations include bonds, notes, debentures, commercial paper and other obligations of corporations to pay interest and repay principal. Each Fund may invest in corporate debt obligations issued by

 
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  U.S. and certain non-U.S. issuers which issue securities denominated in the U.S. dollar (including Yankee and Euro obligations). In addition to obligations of corporations, corporate debt obligations include securities issued by banks and other financial institutions and supranational entities ( i.e. , the World Bank, the International Monetary Fund, etc.).
 
  Bank Obligations. Each Fund may invest in obligations issued or guaranteed by U.S. or foreign banks. Bank obligations, including without limitation, time deposits, bankers’ acceptances and certificates of deposit, may be general obligations of the parent bank or may be limited to the issuing branch by the terms of the specific obligations or by government regulations. Banks are subject to extensive but different governmental regulations which may limit both the amount and types of loans which may be made and interest rates which may be charged. In addition, the profitability of the banking industry is largely dependent upon the availability and cost of funds for the purpose of financing lending operations under prevailing money market conditions. General economic conditions as well as exposure to credit losses arising from possible financial difficulties of borrowers play an important part in the operation of this industry.
 
  U.S. Government Securities. Each Fund may invest in U.S. Government Securities. U.S. Government Securities include U.S. Treasury obligations and obligations issued or guaranteed by U.S. government agencies, instrumentalities or sponsored enterprises. U.S. Government Securities may be supported by (a) the full faith and credit of the U.S. Treasury; (b) the right of the issuer to borrow from the U.S. Treasury; (c) the discretionary authority of the U.S. government to purchase certain obligations of the issuer; or (d) only the credit of the issuer. U.S. Government Securities also include Treasury receipts, zero coupon bonds and other stripped U.S. Government Securities, where the interest and principal components of stripped U.S. Government Securities are traded independently.
 
  Custodial Receipts and Trust Certificates. Each Fund may invest in custodial receipts and trust certificates representing interests in securities held by a custodian or trustee. The securities so held may include U.S. Government Securities or other types of securities in which a Fund may invest. The custodial receipts or trust certificates may evidence ownership of future interest payments, principal payments or both on the underlying securities, or, in some cases, the payment obligation of a third party that has entered into an interest rate swap or other arrangement with the custodian or trustee. For certain securities laws purposes, custodial receipts and trust certificates may not be considered obligations of the U.S. government or other issuer of the securities held by the custodian or trustee. If for tax purposes a Fund is not considered to be the owner of the underlying securities held in the custodial or trust account, the Fund may suffer adverse tax consequences. As a holder of

 
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  custodial receipts and trust certificates, a Fund will bear its proportionate share of the fees and expenses charged to the custodial account or trust. Each Fund may also invest in separately issued interests in custodial receipts and trust certificates.
 
  Mortgage-Backed Securities. The Funds may invest in mortgage-backed securities. Mortgage-backed securities represent direct or indirect participations in, or are collateralized by and payable from, mortgage loans secured by real property. Mortgage-backed securities can be backed by either fixed rate mortgage loans or adjustable rate mortgage loans, and may be issued by either a governmental or non-governmental entity. Privately issued mortgage-backed securities are normally structured with one or more types of “credit enhancement.” However, these mortgage-backed securities typically do not have the same credit standing as U.S. government guaranteed mortgage-backed securities.
 
  Mortgage-backed securities may include multiple class securities, including collateralized mortgage obligations (“CMOs”) and Real Estate Mortgage Investment Conduit (“REMIC”) pass-through or participation certificates. A REMIC is a CMO that qualifies for special tax treatment and invests in certain mortgages principally secured by interests in real property and other permitted investments. CMOs provide an investor with a specified interest in the cash flow from a pool of underlying mortgages or of other mortgage-backed securities. CMOs are issued in multiple classes each with a specified fixed or floating interest rate and a final scheduled distribution rate. In many cases, payments of principal are applied to the CMO classes in the order of their respective stated maturities, so that no principal payments will be made on a CMO class until all other classes having an earlier stated maturity date are paid in full.
 
  Sometimes, however, CMO classes are “parallel pay,” i.e. , payments of principal are made to two or more classes concurrently. In some cases, CMOs may have the characteristics of a stripped mortgage-backed security whose price can be highly volatile. CMOs may exhibit more or less price volatility and interest rate risk than other types of mortgage-related obligations, and under certain interest rate and payment scenarios, a Fund may fail to recoup fully its investment in certain of these securities regardless of their credit quality.
 
  Mortgaged-backed securities also include stripped mortgage-backed securities (“SMBS”), which are derivative multiple class mortgage-backed securities. SMBS are usually structured with two different classes: one that receives substantially all of the interest payments and the other that receives substantially all of the principal payments from a pool of mortgage loans. The market value of SMBS consisting entirely of principal payments generally is unusually volatile in response to changes in interest rates. The yields on SMBS that receive all or most of the interest from mortgage loans are generally higher than prevailing market yields on other

 
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  mortgage-backed securities because their cash flow patterns are more volatile and there is a greater risk that the initial investment will not be fully recouped.
 
  Asset-Backed Securities. The Funds may invest in asset-backed securities. Asset-backed securities are securities whose principal and interest payments are collateralized by pools of assets such as auto loans, credit card receivables, leases, installment contracts and personal property. Asset-backed securities are often subject to more rapid repayment than their stated maturity date would indicate as a result of the pass-through of prepayments of principal on the underlying loans. During periods of declining interest rates, prepayment of loans underlying asset-backed securities can be expected to accelerate. Accordingly, a Fund’s ability to maintain positions in such securities will be affected by reductions in the principal amount of such securities resulting from prepayments, and its ability to reinvest the returns of principal at comparable yields is subject to generally prevailing interest rates at that time. Asset-backed securities present credit risks that are not presented by mortgage-backed securities. This is because asset-backed securities generally do not have the benefit of a security interest in collateral that is comparable to mortgage assets. If the issuer of an asset-backed security defaults on its payment obligations, there is the possibility that, in some cases, the Fund will be unable to possess and sell the underlying collateral and that the Fund’s recoveries on repossessed collateral may not be available to support payments on the securities. In the event of a default, a Fund may suffer a loss if it cannot sell collateral quickly and receive the amount it is owed.
 
  Borrowings. Each Fund can borrow money from banks and other financial institutions in amounts not exceeding one-third of its total assets for temporary or emergency purposes. A Fund may not make additional investments if borrowings exceed 5% of its total assets.

 
80


 

 
  Appendix B
Financial Highlights
 
  The financial highlights tables are intended to help you understand a Fund’s financial performance for the past five years (or less if the Fund has not been in operation for five years). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions). The information has been audited by PricewaterhouseCoopers LLP, whose report, along with a Fund’s financial statements, is included in the Funds’ annual reports (available upon request).

INTERNATIONAL EQUITY FUND

                                           
International Equity Fund— Institutional Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 15.05     $ 13.70     $ 13.32     $ 16.09     $ 24.06  
   
Income (loss) from investment operations
                                       
Net investment income b
    0.14       0.09       0.10       0.13       0.11  
Net realized and unrealized gain (loss)
    3.41       2.01       0.58       (2.72 )     (5.95 )
   
 
Total from investment operations
    3.55       2.10       0.68       (2.59 )     (5.84 )
   
Distributions to shareholders
                                       
From net investment income
    (0.41 )     (0.75 )     (0.30 )     (0.18 )      
From net realized gains
                            (2.13 )
   
 
Total distributions
    (0.41 )     (0.75 )     (0.30 )     (0.18 )     (2.13 )
   
Net asset value, end of year
  $ 18.19     $ 15.05     $ 13.70     $ 13.32     $ 16.09  
   
Total return a
    23.84 %     15.53 %     5.39 %     (16.22 )%     (26.03 )%
Net assets, end of year (in 000s)
  $ 62,486     $ 72,823     $ 196,494     $ 409,736     $ 292,298  
Ratio of net expenses to average net assets
    1.14 %     1.14 %     1.15 %     1.15 %     1.14 %
Ratio of net investment income to average net assets
    0.83 %     0.63 %     0.82 %     0.90 %     0.57 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.20 %     1.21 %     1.22 %     1.21 %     1.18 %
Ratio of net investment income to average net assets
    0.77 %     0.56 %     0.75 %     0.84 %     0.53 %
Portfolio turnover rate
    49 %     78 %     62 %     118 %     63 %

See page 87 for all footnotes.

 
81


 

EUROPEAN EQUITY FUND

                                           
European Equity Fund— Institutional Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 10.07     $ 8.36     $ 7.80     $ 9.46     $ 14.00  
   
Income (loss) from investment operations
                                       
Net investment income b
    0.14       0.16       0.07       0.07       0.08  
Net realized and unrealized gain (loss)
    2.39       1.68       0.58       (1.45 )     (3.00 )
   
 
Total from investment operations
    2.53       1.84       0.65       (1.38 )     (2.92 )
   
Distributions to shareholders
                                       
From net investment income
    (0.16 )     (0.13 )     (0.09 )           (0.06 )
From net realized gains
                      (0.28 )     (1.56 )
   
 
Total distributions
    (0.16 )     (0.13 )     (0.09 )     (0.28 )     (1.62 )
   
Net asset value, end of year
  $ 12.44     $ 10.07     $ 8.36     $ 7.80     $ 9.46  
   
Total return a
    25.30 %     22.16 %     8.49 %     (14.95 )%     (22.94 )%
Net assets, end of year (in 000s)
  $ 7,572     $ 6,099     $ 2,606     $ 5,238     $ 10,713  
Ratio of net expenses to average net assets
    1.14 %     1.14 %     1.17 %     1.16 %     1.14 %
Ratio of net investment income to average net assets
    1.24 %     1.55 %     0.98 %     0.82 %     0.71 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.06 %     2.06 %     2.24 %     1.89 %     1.52 %
Ratio of net investment income (loss) to average net assets
    0.32 %     0.63 %     (0.09 )%     0.09 %     0.33 %
Portfolio turnover rate
    70 %     51 %     131   %     88 %     110 %

See page 87 for all footnotes.

 
82


 

APPENDIX B

JAPANESE EQUITY FUND

                                           
Japanese Equity Fund— Institutional Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 8.89     $ 7.62     $ 7.90     $ 9.00     $ 15.96  
   
Income (loss) from investment operations
                                       
Net investment loss b
    (c )     (0.03 )     (0.02 )     (0.04 )     (0.08 )
Net realized and unrealized gain (loss)
    1.04       1.34       (0.26 )     (0.98 )     (5.87 )
   
 
Total from investment operations
    1.04       1.31       (0.28 )     (1.02 )     (5.95 )
   
Distributions to shareholders
                                       
From net investment income
          (0.04 )                  
From net realized gains
                      (0.08 )     (1.01 )
   
 
Total distributions
          (0.04 )           (0.08 )     (1.01 )
   
Net asset value, end of year
  $ 9.93     $ 8.89     $ 7.62     $ 7.90     $ 9.00  
   
Total return a
    11.70 %     17.32 %     (3.54 )%     (11.38 )%     (39.16 )%
Net assets, end of year (in 000s)
  $ 7,018     $ 12,588     $ 5,057     $ 6,480     $ 2,285  
Ratio of net expenses to average net assets
    1.15 %     1.15 %     1.19 %     1.18 %     1.15 %
Ratio of net investment loss to average net assets
    (0.04 )%     (0.28 )%     (0.34 )%     (0.45 )%     (0.64 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.71 %     1.76 %     2.50 %     2.54 %     1.64 %
Ratio of net investment loss to average net assets
    (0.60 )%     (0.89 )%     (1.65 )%     (1.81 )%     (1.13 )%
Portfolio turnover rate
    82 %     111 %     115 %     98 %     75 %

See page 87 for all footnotes.

 
83


 

INTERNATIONAL SMALL CAP FUND

                                           
International Small Cap Fund— Institutional Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 12.43     $ 9.55     $ 8.20     $ 10.03     $ 16.37  
   
Income (loss) from investment operations
                                       
Net investment income (loss) b
    0.08       0.13       0.06       (0.01 )     (0.05 )
Net realized and unrealized gain (loss)
    4.02       2.83       1.29       (1.82 )     (5.31 )
   
 
Total from investment operations
    4.10       2.96       1.35       (1.83 )     (5.36 )
   
Distributions to shareholders
                                       
In excess of net investment income
    (0.18 )     (0.08 )                    
From net realized gains
                            (0.98 )
   
 
Total distributions
    (0.18 )     (0.08 )                 (0.98 )
   
Net asset value, end of year
  $ 16.35     $ 12.43     $ 9.55     $ 8.20     $ 10.03  
   
Total return a
    33.27 %     31.07 %     16.46 %     (18.25 )%     (33.90 )%
Net assets, end of year (in 000s)
  $ 66,670     $ 37,898     $ 28,721     $ 41,175     $ 82,850  
Ratio of net expenses to average net assets
    1.24 %     1.24 %     1.26 %     1.38 %     1.40 %
Ratio of net investment income (loss) to average net assets
    0.52 %     1.12 %     0.83 %     (0.12 )%     (0.38 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.55 %     1.82 %     2.01 %     1.72 %     1.48 %
Ratio of net investment income (loss) to average net assets
    0.21 %     0.54 %     0.08 %     (0.46 )%     (0.46 )%
Portfolio turnover rate
    67 %     99 %     87 %     56 %     64 %

See page 87 for all footnotes.

 
84


 

APPENDIX B

EMERGING MARKETS EQUITY FUND

                                           
Emerging Markets Equity Fund— Institutional Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 10.92     $ 9.49     $ 7.37     $ 7.38     $ 11.02  
   
Income (loss) from investment operations
                                       
Net investment income b
    0.14       0.09       0.08       0.01       0.05  
Net realized and unrealized gain (loss)
    5.41       1.42       2.04       (0.02 )     (3.33 )
   
 
Total from investment operations
    5.55       1.51       2.12       (0.01 )     (3.28 )
   
Distributions to shareholders
                                       
From net investment income
    (0.08 )     (0.08 )                  
From net realized gains
                            (0.36 )
   
 
Total distributions
    (0.08 )     (0.08 )                 (0.36 )
   
Net asset value, end of year
  $ 16.39     $ 10.92     $ 9.49     $ 7.37     $ 7.38  
   
Total return a
    51.00 %     15.91 %     28.77 %     (0.14 )%     (30.20 )%
Net assets, end of year (in 000s)
  $ 89,841     $ 45,644     $ 78,132     $ 66,920     $ 74,483  
Ratio of net expenses to average net assets
    1.59 %     1.59 %     1.60 %     1.60 %     1.59 %
Ratio of net investment income to average net assets
    1.01 %     0.82 %     1.07 %     0.13 %     0.63 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.66 %     1.74 %     1.77 %     1.91 %     1.84 %
Ratio of net investment income (loss) to average net assets
    0.94 %     0.67 %     0.90 %     (0.18 )%     0.38 %
Portfolio turnover rate
    91 %     150 %     82 %     104 %     139 %

See page 87 for all footnotes.

 
85


 

ASIA EQUITY FUND

                                           
Asia Equity Fund— Institutional Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 11.00     $ 9.82     $ 8.97     $ 8.32     $ 11.41  
   
Income (loss) from investment operations
                                       
Net investment income b
    0.23       0.20       0.21       0.12       0.13  
Net realized and unrealized gain (loss)
    2.95       1.09       0.64       0.53       (3.22 )
   
 
Total from investment operations
    3.18       1.29       0.85       0.65       (3.09 )
   
Distributions to shareholders
                                       
From net investment income
    (0.13 )     (0.11 )                  
   
Net asset value, end of year
  $ 14.05     $ 11.00     $ 9.82     $ 8.97     $ 8.32  
   
Total return a
    29.06 %     13.21 %     9.35 %     7.80 %     (26.93 )%
Net assets, end of year (in 000s)
  $ 33,833     $ 21,475     $ 3,161     $ 4,068     $ 3,055  
Ratio of net expenses to average net assets
    1.20 %     1.20 %     1.24 %     1.22 %     1.20 %
Ratio of net investment income to average net assets
    1.74 %     1.74 %     2.65 %     1.35 %     1.41 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.59 %     1.81 %     2.69 %     2.52 %     1.92 %
Ratio of net investment income to average net assets
    1.35 %     1.13 %     1.20 %     0.05 %     0.69 %
Portfolio turnover rate
    66 %     105 %     224 %     161 %     314 %

See page 87 for all footnotes.

 
86


 

APPENDIX B

Footnotes:
a
Assumes investment at the net asset value at the beginning of the year, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the year and no sales or redemption charges. Total return would be reduced if a sales or redemption charge were taken into account. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
b
Calculated based on the average shares outstanding methodology.
c
Amount is less than $0.005 per share.

 
87


 

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  Index
         
    1 General Investment Management Approach
 
    2 Fund Investment Objectives and Strategies
    2   Goldman Sachs International Equity Fund
    4   Goldman Sachs European Equity Fund
    6   Goldman Sachs Japanese Equity Fund
    8   Goldman Sachs International Small Cap Fund
    10   Goldman Sachs Emerging Markets Equity Fund
    12   Goldman Sachs Asia Equity Fund
 
    14 Other Investment Practices and Securities
 
    18 Principal Risks of the Funds
 
    22 Fund Performance
 
    30 Fund Fees and Expenses
 
    35 Service Providers
 
    44 Dividends
 
    45 Shareholder Guide
    45   How To Buy Shares
    51   How To Sell Shares
 
    59 Taxation
 
    61 Appendix A
     Additional Information on
     Portfolio Risks, Securities
     and Techniques
 
    81 Appendix B
     Financial Highlights


 

 
  International Equity Funds
Prospectus
(Institutional Shares)

   FOR MORE INFORMATION   

  Annual/Semi-annual Report
  Additional information about the Funds’ investments is available in the Funds’ annual and semi-annual reports to shareholders. In the Funds’ annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during the last fiscal year. A discussion regarding the basis for the Board of Trustees’ approval of the Management Agreement for the Funds is available in the Funds’ annual report dated August 31, 2005.
 
  Statement of Additional Information
  Additional information about the Funds and their policies is also available in the Funds’ Additional Statement. The Additional Statement is incorporated by reference into this Prospectus (is legally considered part of this Prospectus).
 
  The Funds’ annual and semi-annual reports, and the Additional Statement, are available free upon request by calling Goldman Sachs at 1-800-621-2550. You can also access and download the annual and semi-annual reports and the Additional Statement at the Funds’ website: http://www.gs.com/funds.
 
  To obtain other information and for shareholder inquiries:

     
     n  By telephone:
  1-800-621-2550
     n  By mail:
  Goldman Sachs Funds,
71 S. Wacker Dr., Suite 500
Chicago, IL 60606
     n  By e-mail:
  gs-funds@gs.com
     n  On the Internet:
  SEC EDGAR database: http://www.sec.gov
Goldman Sachs: http://www.gs.com/funds

  You may review and obtain copies of Fund documents (including the Additional Statement) by visiting the SEC’s public reference room in Washington, D.C. You may also obtain copies of Fund documents, after paying a duplicating fee, by writing to the SEC’s Public Reference Section, Washington, D.C. 20549-0102 or by electronic request to: publicinfo@sec.gov. Information on the operation of the public reference room may be obtained by calling the SEC at (202) 942-8090.

The Funds’ investment company registration number is 811-5349.

GSAM ® is a registered service mark of Goldman, Sachs & Co.
 
EQINTLPROINS (GOLDMAN SACHS LOGO)


 

Prospectus
  Service
  Shares
 
  December 29, 2005

 GOLDMAN SACHS INTERNATIONAL EQUITY FUNDS
     
(GRAPHIC)
  n  Goldman Sachs International Equity Fund

n
 Goldman Sachs European Equity Fund

n
 Goldman Sachs Japanese Equity Fund

n
 Goldman Sachs International Small Cap Fund

n
 Goldman Sachs Emerging Markets Equity Fund

n
 Goldman Sachs Asia Equity Fund

 
  THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
 
  AN INVESTMENT IN A FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN A FUND INVOLVES INVESTMENT RISKS, AND YOU MAY LOSE MONEY IN A FUND.
 
(GOLDMAN SACHS LOGO)


 

         

NOT FDIC-INSURED   May Lose Value   No Bank Guarantee


 

 
  General Investment
Management Approach
 
  Goldman Sachs Asset Management International (“GSAMI”) serves as investment adviser to International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and Asia Equity Funds. GSAMI is referred to in this Prospectus as the “Investment Adviser.”

   ACTIVE INTERNATIONAL STYLE FUNDS   

  GSAMI’s Active International Investment Philosophy:

     
    Belief How the Investment Adviser Acts on Belief

n  Equity markets are inefficient
  Seeks excess return through team driven, research intensive and bottom-up stock selection.
 
n  Corporate fundamentals
 ultimately drive share price
  Seeks to conduct rigorous, first-hand research of business and company management.
 
n  A business’ intrinsic value
 will be achieved over time
  Seeks to realize value through a long-term investment horizon.
 
n  Portfolio risk must be carefully
 analyzed and monitored
  Seeks to systematically monitor and manage risk through diversification and multifactor risk models.

  The Investment Adviser attempts to manage risk in these Funds through disciplined portfolio construction and continual portfolio review and analysis. As a result, bottom-up stock selection, driven by fundamental research, should be a main driver of returns.

  References in this Prospectus to a Fund’s benchmark are for informational purposes only, and unless otherwise noted are not an indication of how a particular Fund is managed.
 
1


 

 
  Fund Investment Objectives
and Strategies
 
  Goldman Sachs
International Equity Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  MSCI ® EAFE ® Index (unhedged)
Investment Focus:
  Equity investments in companies organized outside the United States or whose securities are principally traded outside the United States
Investment Style:
  Active International
Symbols:
  GSISX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation. The Fund seeks this objective by investing in the stocks of leading companies within developed and emerging countries around the world, outside the U.S.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, substantially all, and at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) 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 intends to invest in companies with public stock market capitalizations that are larger than $500 million at the time of investment.
 
  The Fund may allocate its assets among countries as determined by the Investment Adviser from time to time provided that the Fund’s assets are invested in at least three foreign countries.
 
  The Fund expects to invest a substantial portion of its assets in the securities of issuers located in the developed countries of Western Europe and in Japan. From time to time, the Fund’s investments in a particular developed country may exceed 25% of its investment portfolio. In addition, the Fund may also invest in the securities of issuers located in Australia, Canada, New Zealand and in emerging

*   To the extent required by Securities and Exchange Commission (“SEC”) regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
2


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

countries. Currently, emerging countries include, among others, most Latin and South American, African, Asian and Eastern European nations.

  Other.  The Fund may also invest up to 20% of its Net Assets in fixed-income securities, such as government, corporate and bank debt obligations.

 
3


 

 
  Goldman Sachs
European Equity Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  MSCI ® Europe Index (unhedged)
Investment Focus:
  Equity investments in European issuers
Investment Style:
  Active International
Symbols:
  GEESX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation. The Fund seeks this objective by investing primarily large-cap European stocks.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, substantially all, and at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in European issuers.* Because of its focus, the Fund will be more susceptible to European economic, market, political and local risks than a fund that is more geographically diversified.
 
  A European issuer is a company that either:
  n   Has a class of its securities whose principal securities market is in one or more European countries;
  n   Is organized under the laws of, or has a principal office in, a European country;
  n   Derives 50% or more of its total revenue from goods produced, sales made or services provided in one or more European countries; or
  n   Maintains 50% or more of its assets in one or more European countries.

  The Fund may allocate its assets among different countries as determined by the Investment Adviser from time to time, provided that the Fund’s assets are invested

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
4


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

  in at least three European countries. It is currently anticipated that a majority of the Fund’s assets will be invested in the equity securities of large-cap companies located in the developed countries of Western Europe. From time to time, the Fund’s investments in a particular developed country may exceed 25% of its investment portfolio. In addition, the Fund may invest, without limit, in mid-cap companies and small-cap companies, as well as companies located in emerging countries in Eastern European nations, including the states that formerly comprised the Soviet Union and Yugoslavia.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in equity investments in issuers located in non-European countries including emerging countries located in Latin and South America, Africa and Asia, and in fixed-income securities, such as government, corporate and bank debt obligations.

 
5


 

 
  Goldman Sachs
Japanese Equity Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  Tokyo Price Index (“TOPIX”) (unhedged)
Investment Focus:
  Equity investments in Japanese issuers
Investment Style:
  Active International
Symbols:
  GSJSX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation. The Fund seeks this objective by investing primarily in Japanese issuers.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, substantially all, and at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in Japanese issuers.*
 
  A Japanese issuer is a company that either:
  n   Has a class of its securities whose principal securities market is in Japan;
  n   Is organized under the laws of, or has a principal office in, Japan;
  n   Derives 50% or more of its total revenue from goods produced, sales made or services provided in Japan; or
  n   Maintains 50% or more of its assets in Japan.

  The Fund’s concentration in Japanese issuers will expose it to the risks of adverse social, political and economic events which occur in Japan or affect the Japanese markets. These risks, some of which are discussed briefly below, may adversely affect the ability of the Fund to achieve its investment objective.

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
6


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

  Japan’s economy grew substantially after World War II. More recently, however, Japan’s economic growth has been substantially below the level of earlier decades. In recent years, Japan has experienced stagnant consumer demand, higher unemployment and deflationary pressures. In response to these conditions, Japan has attempted to implement changes regarding high wages and taxes, currency valuations, structural rigidities, political reform and the deregulation of its economy. Although real gross domestic product in 2004 was positive, progress on these reforms has not been fast.
 
  Japan’s economy is heavily dependent upon international trade, and is especially sensitive to trade barriers and disputes. In particular, Japan relies on large imports of agricultural products, raw materials and fuels. A substantial rise in world oil or commodity prices, or a fall-off in Japan’s manufactured exports, could be expected to affect Japan’s economy adversely. Japan’s banking industry and, more generally, the Japanese economy have suffered from non-performing loans, low real estate values and lower valuations of securities holdings. Many Japanese banks have required public funds to avert insolvency. In 2003, to help Japanese banks shed their non-performing loans, Japan’s Financial Services Agency established the Industrial Revitalization Corporation Japan (“IRCJ”) to assist in cleaning up the non-performing loans of the Japanese banking sector. The IRCJ is modeled after the Resolution Trust Corporation which was created in the United States to address the savings and loans crisis. Recent economic performance has shown improvements with positive GDP growth and reduction in non-performing loans since 2002.
 
  The common stock of many Japanese companies has historically traded at high price-to-earnings ratios. Differences in accounting methods, interest rates and inflation have made it difficult to make comparisons with other companies in different countries. Since the stock market’s peak in the 1980’s and its subsequent decline, the valuation of Japanese issuers became more comparable to issuers of other countries, especially the United States. Japan has been also well-known for its high degree of cross-holdings between banks and corporations, which has sometimes distorted the supply and demand of certain stocks. Recently, however, the degree of such cross-holdings has begun to diminish.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in equity investments in non-Japanese issuers and in fixed-income securities, such as government, corporate and bank debt obligations.

 
7


 

 
  Goldman Sachs
International Small Cap Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  MSCI ® EAFE ® Small Cap Index (unhedged)
Investment Focus:
  Small-cap foreign equity investments
Investment Style:
  Active International
Symbols:
  GISSX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation. The Fund seeks this objective by investing primarily in the equity securities of small companies around the world, outside the U.S.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in non-U.S. small-cap companies.* These are companies:
  n   With public stock market capitalizations (based upon shares available for trading on an unrestricted basis) within $100 million and $4 billion, at the time of investment; and
  n   That are organized outside the United States or whose securities are principally traded outside the United States.

  The Fund seeks to achieve its investment objective by investing in issuers that are considered by the Investment Adviser to be strategically positioned for long-term growth.
 
  The Fund may allocate its assets among countries as determined by the Investment Adviser from time to time provided that the Fund’s assets are invested in at least three foreign countries. The Fund expects to invest a substantial portion of its assets in securities of companies in the developed countries of Western Europe, Japan and Asia. From time to time, the Fund’s investments in a particular developed country may exceed 25% of its investment portfolio. In addition, the

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
8


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

Fund may invest in the securities of issuers located in Australia, Canada, New Zealand and in emerging countries. Currently, emerging countries include, among others, most Latin and South American, African, Asian and Eastern European nations.

  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in equity investments in companies with public stock market capitalizations outside the market capitalization range stated above at the time of investment and in fixed-income securities, such as government, corporate and bank debt obligations. If the market capitalization of a company held by the Fund moves outside the range stated above, the Fund may, consistent with its investment objective, continue to hold the security.
 
  As of August 31, 2005, 26.6% of the Fund was invested in issuers located in Japan. For more information about the risks of investing in Japan, see “Goldman Sachs Japanese Equity Fund — Principal Investment Strategies.”

 
9


 

 
  Goldman Sachs
Emerging Markets Equity Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  MSCI ® Emerging Markets Index
Investment Focus:
  Equity investments in emerging country issuers
Investment Style:
  Active International
Symbols:
  GEMSX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation. The Fund seeks this objective by investing primarily in the equity securities of emerging country issuers.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, substantially all, and at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in emerging country issuers.* The Investment Adviser may consider classifications by the World Bank, the International Finance Corporation or the United Nations and its agencies in determining whether a country is emerging or developed. Currently, emerging countries include, among others, most Latin and South American, African, Asian and Eastern European nations. The Investment Adviser currently intends that the Fund’s investment focus will be in the following emerging countries as well as any other emerging country to the extent that foreign investors are permitted by applicable law to make such investments:

                 
n  Argentina
n
 Brazil
n
 Chile
n
 China
n
 Colombia
n
 Czech Republic
  n  Egypt
n
 Hungary
n
 India
n
 Indonesia
n
 Israel
n
 Jordan
  n  Korea
n
 Malaysia
n
 Mexico
n
 Morocco
n
 Pakistan
  n  Peru
n
 Philippines
n
 Poland
n
 Russia
n
 South Africa
  n  South Korea
n
 Taiwan
n
 Thailand
n
 Turkey
n
 Venezuela
*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
10


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

  An emerging country issuer is any company that either:
  n   Has a class of its securities whose principal securities market is in an emerging country;
  n   Is organized under the laws of, or has a principal office in, an emerging country;
  n   Derives 50% or more of its total revenue from goods produced, sales made or services provided in one or more emerging countries; or
  n   Maintains 50% or more of its assets in one or more emerging countries.

  Under normal circumstances, the Fund maintains investments in at least six emerging countries, and will not invest more than 35% of its Net Assets in securities of issuers in any one emerging country. Allocation of the Fund’s investments will depend upon the relative attractiveness of the emerging country markets and particular issuers. In addition, macro-economic factors and the portfolio managers’ and Goldman Sachs economists’ views of the relative attractiveness of emerging countries and currencies are considered in allocating the Fund’s assets among emerging countries.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in (i) fixed-income securities of private and government emerging country issuers; and (ii) equity and fixed-income securities, such as government, corporate and bank debt obligations, of developed country issuers.

 
11


 

 
  Goldman Sachs
Asia Equity Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  MSCI ® All Country Asia ex-Japan Index (unhedged)
Investment Focus:
  Equity investments in issuers in Asian countries
Investment Process:
  Active International
Symbols:
  N/A
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation. The Fund seeks this objective by investing primarily in issuers in Asian countries.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, substantially all, and at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in Asian issuers.*
 
  An Asian issuer is any company that either:
  n   Has a class of its securities whose principal securities market is in one or more Asian countries;
  n   Is organized under the laws of, or has a principal office in, an Asian country;
  n   Derives 50% or more of its total revenue from goods produced, sales made or services provided in one or more Asian countries; or
  n   Maintains 50% or more of its assets in one or more Asian countries.

*   To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.

 
12


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES

  The Fund may allocate its assets among the Asian countries as determined from time to time by the Investment Adviser. For purposes of the Fund’s investment policies, Asian countries include:

         
n  China   n  Malaysia   n  South Korea
n  Hong Kong   n  Pakistan   n  Sri Lanka
n  India   n  Philippines   n  Taiwan
n  Indonesia   n  Singapore   n  Thailand

  as well as any other country in Asia (other than Japan) to the extent that foreign investors are permitted by applicable law to make such investments.
 
  A majority of Asian countries can be characterized as either developing or newly industrialized economies and tend to experience more volatile economic cycles than developed countries. Some countries in the region have in the past experienced currency devaluations that resulted in high interest rate levels, sharp reductions in economic activity, and significant drops in securities prices. Some countries in the region have in the past imposed restrictions on converting local currency which prevented foreign firms from selling assets and repatriating funds. Many countries in the region have historically faced political uncertainty, corruption, military intervention and social unrest. Examples include ethnic and sectarian violence in Indonesia and India, armed conflict between India and Pakistan and insurgencies in the Philippines.
 
  Allocation of the Fund’s investments will depend upon the Investment Adviser’s views of the relative attractiveness of the Asian markets and particular issuers, and allocations are subject to change in light of those views. Concentration of the Fund’s assets in one or a few of the Asian countries and Asian currencies will subject the Fund to greater risks than if the Fund’s assets were not so concentrated.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in equity investments in issuers located in non-Asian countries and Japan, and in fixed-income securities, such as government, corporate and bank debt obligations.

 
13


 

 
Other Investment Practices
and Securities

The table below identifies some of the investment techniques that may (but are not required to) be used by the Funds in seeking to achieve their investment objectives. The table also highlights the differences among the Funds in their use of these techniques and other investment practices and investment securities. Numbers in this table show allowable usage only; for actual usage, consult the Fund’s annual/semi-annual reports. For more information about these and other investment practices and securities, see Appendix A. Each Fund publishes on its website (http://www.gs.com/funds) complete portfolio holdings for the Fund as of the end of each calendar quarter subject to a fifteen calendar-day lag between the date of the information and the date on which the information is disclosed. In addition, the Funds publish on their website month-end top ten holdings subject to a ten calendar-day lag between the date of the information and the date on which the information is disclosed. This information will be available on the website until the date on which a Fund files its next quarterly portfolio holdings report on Form N-CSR or Form N-Q with the SEC. In addition, a description of the Funds’ policies and procedures with respect to the disclosure of a Fund’s portfolio securities is available in the Funds’ Statement of Additional Information (“Additional Statement”).

         
10  Percent of total assets (including securities lending
      collateral) ( italic type )
10 Percent of net assets (excluding borrowings for investment
      purposes) (roman type)
•     No specific percentage limitation on usage;
      limited only by the objectives and strategies International European
      of the Fund Equity Equity
—  Not permitted Fund Fund

Investment Practices    
 
Borrowings
  33 1/3   33 1/3
 
Cross Hedging of Currencies
   
 
Currency Swaps *
  15   15
 
Custodial Receipts and Trust Certificates
   
 
Equity Swaps *
  15   15
 
Foreign Currency Transactions
   
 
Futures Contracts and Options on Futures Contracts
   
 
Investment Company Securities (including iShares SM and Standard & Poor’s Depositary Receipts TM )
  10   10
 
Options on Foreign Currencies 1
   
 
Options on Securities and Securities Indices 2
   
 
Unseasoned Companies
   
 
Warrants and Stock Purchase Rights
   
 
Repurchase Agreements
   
 
Securities Lending
  33 1/3   33 1/3
 
Short Sales Against the Box
  25   25
 
When-Issued Securities and Forward Commitments
   

 
*
Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
1
The Funds may purchase and sell call and put options.
2
The Funds may sell covered call and put options and purchase call and put options.
 
14


 

OTHER INVESTMENT PRACTICES AND SECURITIES


















             
Emerging
Japanese International Markets Asia
Equity Small Cap Equity Equity
Fund Fund Fund Fund

 
 
33 1/3
  33 1/3   33 1/3   33 1/3
 
     
 
15
  15   15   15
 
     
 
15
  15   15   15
 
     
 
     
 
 
10
  10   10   10
 
     
 
     
 
     
 
     
 
     
 
33 1/3
  33 1/3   33 1/3   33 1/3
 
25
  25   25   25
 
     

 
15


 

                 
10  Percent of Total Assets (excluding securities lending
      collateral) ( italic type )
10 Percent of Net Assets (including borrowings for investment
      purposes) (roman type)
•     No specific percentage limitation on usage;
      limited only by the objectives and strategies International European
      of the Fund Equity Equity
—  Not permitted Fund Fund

Investment Securities        
 
American, European and Global Depositary Receipts
           
 
Asset-Backed and Mortgage-Backed Securities 2
           
 
Bank Obligations 1,2
           
 
Convertible Securities
           
 
Corporate Debt Obligations 2
           
 
Equity Investments
     80+        80+  
 
Emerging Country Securities
           
 
Fixed-Income Securities 3
    20        20 4  
 
Foreign Securities
           
 
Foreign Government Securities 2
           
 
Non-Investment Grade Fixed-Income Securities 2
    5       5  
 
Real Estate Investment Trusts
           
 
Structured Securities *
           
 
Temporary Investments
    35        100  
 
U.S. Government Securities 2
           

 
*
Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
1
Issued by U.S. or foreign banks.
2
Limited by the amount the Fund invests in fixed-income securities.
3
Except as noted under “Non-Investment Grade Fixed-Income Securities,” fixed-income securities are investment grade (e.g., BBB or higher by Standard & Poor’s Rating Group (“Standard & Poor’s”), Baa or higher by Moody’s Investors Service, Inc. (“Moody’s”) or have a comparable rating by another nationally recognized statistical rating organization (“NRSRO”)).
4
The European Equity Fund may invest in the aggregate up to 20% of its Net Assets in: (1) equity investments in issuers located in non-European countries; and (2) fixed-income securities.
5
May be BB or lower by Standard & Poor’s, Ba or lower by Moody’s or have a comparable rating by another NRSRO at the time of investment.
 
16


 

OTHER INVESTMENT PRACTICES AND SECURITIES
                             
Emerging
Japanese International Markets Asia
Equity Small Cap Equity Equity
Fund Fund Fund Fund

 
 
                     
 
                     
 
                     
 
                     
 
                     
 
   80+        80+        80+        80+  
 
                     
 
   20 6        20 7        20 8        20 9  
 
                     
 
                     
 
    5         5        • 5        • 5  
 
                     
 
                     
 
  100       100       35       100  
 
                     

 
    6
The Japanese Equity Fund may invest in the aggregate up to 20% of its Net Assets in: (1) fixed-income securities; and (2) equity investments in non-Japanese issuers.
    7
The International Small Cap Fund may invest in the aggregate up to 20% of its Net Assets in: (1) fixed-income securities; and (2) equity investments in companies with public stock market capitalizations of less than $100 million or more than $4 billion at the time of investment.
    8
The Emerging Markets Equity Fund may invest in the aggregate up to 20% of its Net Assets in: (1) fixed-income securities of private and government emerging country issuers; and (2) equity and fixed-income investments in developed country issuers.
    9
The Asia Equity Fund may invest in the aggregate up to 20% of its Net Assets in: (1) fixed-income securities; and (2) equity investments in issuers located in non-Asian countries and Japan.
 
17


 

 
Principal Risks of the Funds

Loss of money is a risk of investing in each Fund. An investment in a Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The following summarizes important risks that apply to the Funds and may result in a loss of your investment. None of the Funds should be relied upon as a complete investment program. There can be no assurance that a Fund will achieve its investment objective.

                         
Emerging
•    Applicable International European Japanese International Markets Asia
— Not applicable Equity Equity Equity Small Cap Equity Equity

Credit/Default
           
 
Foreign
           
 
Emerging Countries
           
 
Stock
           
 
Derivatives
           
 
Interest Rate
           
 
Management
           
 
Market
           
 
Liquidity
           
 
Investment Style
           
 
Geographic
           
 
Mid Cap and Small Cap
           
 
Initial Public Offering (“IPO”)
           

All Funds:
n   Credit/Default Risk —The risk that an issuer or guarantor of fixed-income securities held by a Fund may default on its obligation to pay interest and repay principal.
n   Foreign Risk —The risk that when a Fund invests in foreign securities, it will be subject to risk of loss not typically associated with domestic issuers. Loss may result because of less foreign government regulation, less public information and less economic, political and social stability. Loss may also result from the imposition of exchange controls, confiscations and other government restrictions. A Fund will also be subject to the risk of negative foreign currency rate fluctuations. Foreign risks will normally be greatest when a Fund invests in issuers located in emerging countries.
n   Emerging Countries Risk —The securities markets of Asian, Latin, Central and South American, Eastern European, Middle Eastern, African and other emerging

 
18


 

PRINCIPAL RISKS OF THE FUNDS

countries are less liquid, are especially subject to greater price volatility, have smaller market capitalizations, have less government regulation and are not subject to as extensive and frequent accounting, financial and other reporting requirements as the securities markets of more developed countries. Further, investment in equity securities of issuers located in certain emerging countries involves risk of loss resulting from problems in share registration and custody and substantial economic and political disruptions. These risks are not normally associated with investment in more developed countries.
n   Stock Risk —The risk that stock prices have historically risen and fallen in periodic cycles. Recently, U.S. and foreign stock markets have experienced substantial price volatility.
n   Derivatives Risk —The risk that loss may result from a Fund’s investments in options, futures, swaps, options on swaps, structured securities and other derivative instruments. These instruments may be leveraged so that small changes may produce disproportionate losses to a Fund.
n   Interest Rate Risk —The risk that when interest rates increase, fixed-income securities held by a Fund will decline in value. Long-term fixed-income securities will normally have more price volatility because of this risk than short-term fixed-income securities.
n   Management Risk —The risk that a strategy used by the Investment Adviser may fail to produce the intended results.
n   Market Risk —The risk that the value of the securities in which a Fund invests may go up or down in response to the prospects of individual companies, particular industry sectors or governments and/or general economic conditions. Price changes may be temporary or last for extended periods. A Fund’s investments may be overweighted from time to time in one or more industry sectors, which will increase the Fund’s exposure to risk of loss from adverse developments affecting those sectors.
n   Liquidity Risk —The risk that a Fund will not be able to pay redemption proceeds within the time period stated in this Prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. Funds that invest in non-investment grade fixed-income securities, small and mid- capitalization stocks, REITs and emerging country issuers will be especially subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities within particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions whether or not accurate. The Goldman Sachs Asset Allocation Portfolios (the “Asset Allocation Portfolios”) expect to invest a significant percentage of their assets in the Funds and other funds for which Goldman Sachs Asset Management, L.P. (“GSAM”) or an affiliate now or in the future acts as investment adviser or underwriter. Redemptions by an Asset

 
19


 

Allocation Portfolio of its position in a Fund may further increase liquidity risk and may impact a Fund’s net asset value (“NAV”).
n   Investment Style Risk —Different investment styles tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment. A Fund may outperform or underperform other funds that employ a different investment style. Examples of different investment styles include growth and value investing. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company’s growth of earnings potential. Growth companies are often expected by investors to increase their earnings at a certain rate. When these expectations are not met, investors can punish the stocks inordinately even if earnings showed an absolute increase. Also, since growth companies usually invest a high portion of earnings in their business, growth stocks may lack the dividends of some value stocks that can cushion stock prices in a falling market. Growth oriented funds will typically underperform when value investing is in favor. Value stocks are those that are undervalued in comparison to their peers due to adverse business developments or other factors.
n   Geographic Risk —The European Equity Fund invests primarily in equity investments in European issuers. The Japanese Equity Fund invests primarily in equity investments in Japanese issuers. The Asia Growth Fund invests primarily in equity investments in Asian issuers. Concentration of the investments of these or other Funds in issuers located in a particular country or region will subject a Fund, to a greater extent than if investments were less concentrated, to the risks of adverse securities markets, exchange rates and social, political, regulatory or economic events which may occur in that country or region.

Specific Funds:
n   Mid Cap and Small Cap Risk —The securities of small capitalization and 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. Securities of such issuers may lack sufficient market liquidity to enable a Fund to effect sales at an advantageous time or without a substantial drop in price. Both mid-cap and small-cap companies often have narrower markets and more limited managerial and financial resources than larger, more established companies. As a result, their performance can be more volatile and they face greater risk of business failure, which could increase the volatility of a Fund’s portfolio. Generally, the smaller the company size, the greater these risks.
n   IPO Risk —The risk that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. When a Fund’s asset base is small, a

 
20


 

PRINCIPAL RISKS OF THE FUNDS

significant portion of the Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the Fund’s assets grow, the effect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reduce the Fund’s performance.

More information about the Funds’ portfolio securities and investment techniques, and their associated risks, is provided in Appendix A. You should consider the investment risks discussed in this section and in Appendix A. Both are important to your investment choice.

 
21


 

 
  Fund Performance

   HOW THE FUNDS HAVE PERFORMED   

  The bar chart and table provide an indication of the risks of investing in a Fund by showing: (a) changes in the performance of a Fund’s Service Shares from year to year; and (b) how the average annual total returns of a Fund’s Service Shares compare to those of broad-based securities market indices. The bar chart (including “Best Quarter” and “Worst Quarter” information) and table assume reinvestment of dividends and distributions. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.
 
  As of the date of this Prospectus, Service Shares of the Asia Equity Fund had not commenced operations. Performance of the Asia Equity Fund is represented by the Fund’s Class A Shares. Class A Shares are not offered in this Prospectus but have substantially similar annual returns because the shares are invested in the same investment portfolio of securities. Annual returns differ only to the extent that Class A Shares have a 0.25% distribution and service fee and a 0.19% transfer agency fee while Service Shares have a 0.25% personal account maintenance fee, a 0.25% shareholder administration fee and a 0.04% transfer agency fee. In addition, Class A Shares, unlike Service Shares, are subject to a maximum sales charge of 5.5% which is reflected in the table, but not in the bar chart for the Asia Equity Fund.

   INFORMATION ON AFTER-TAX RETURNS   

  These definitions apply to the after-tax returns.
 
  Average Annual Total Returns Before Taxes.  These returns do not reflect taxes on distributions on a Fund’s Service Shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by you.
 
  Average Annual Total Returns After Taxes on Distributions.  These returns assume that taxes are paid on distributions on a Fund’s Service Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Service Shares at the end of the performance period.
 
  Average Annual Total Returns After Taxes on Distributions and Sale of Shares.  These returns reflect taxes paid on distributions on a Fund’s Service Shares and taxes applicable when the shares are redeemed (sold).

 
22


 

FUND PERFORMANCE

  Note on Tax Rates.  The after-tax performance figures are calculated using the highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.
 
23


 

International Equity Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Service Shares for the
9-month period ended
September 30, 2005
was +7.64%.

Best Quarter*
Q4 ’99           +21.77%

Worst Quarter*
Q3 ’02           -20.56%
  (RETURN CHART)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Service Shares (Inception 3/6/96)
                       
Returns Before Taxes
    13.03%       -3.88%       4.75%  
Returns After Taxes on Distributions**
    12.54%       -4.76%       3.46%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    8.70%       -3.63%       3.57%  
MSCI ® EAFE ® (unhedged)***
    20.70%       -0.80%       5.32%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The unmanaged MSCI ® EAFE ® Index (unhedged) is a market capitalization-weighted composite of securities in 21 developed markets. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
24


 

FUND PERFORMANCE

European Equity Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Service Shares for the
9-month period ended
September 30, 2005
was +6.02%.

Best Quarter*
Q4 ’99           +24.91%

Worst Quarter*
Q3 ’02           -21.77%
  (RETURN CHART)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Service Shares (Inception 10/1/98)
                       
Returns Before Taxes
    18.66%       0.11%       6.50%  
Returns After Taxes on Distributions**
    18.55%       -0.71%       5.49%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    12.56%       -0.23%       5.17%  
MSCI ® Europe Index (unhedged)***
    21.39%       0.42%       5.65%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The MSCI ® Europe Index (unhedged) is an unmanaged index of common stock prices. It is a free float-adjusted market capitalization index designed to measure 16 developed market country indices across Europe. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
25


 

Japanese Equity Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Service Shares for the
9-month period ended
September 30, 2005
was +14.50%.

Best Quarter*
Q3 ’99           +23.18%

Worst Quarter*
Q3 ’01           -21.33%
  (RETURN CHART)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Service Shares (Inception 5/1/98)
                       
Returns Before Taxes
    8.67%       -10.22%       1.98%  
Returns After Taxes on Distributions**
    8.67%       -10.58%       1.19%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    5.63%       -8.44%       1.48%  
Tokyo Price Index (“TOPIX”) (unhedged)***
    16.44%       -7.30%       3.38%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The TOPIX (unhedged) is an unmanaged composite of all stocks on the first section of the Tokyo Stock Exchange. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
26


 

FUND PERFORMANCE

International Small Cap Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for the
Service Shares for the
9-month period ended
September 30, 2005
was +12.71%.

Best Quarter*
Q2 ’03           +22.48%

Worst Quarter*
Q3 ’02           -22.89%
  (RETURN CHART)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Service Shares (Inception 5/1/98)
                       
Returns Before Taxes
    31.25%       1.19%       7.59%  
Returns After Taxes on Distributions**
    31.19%       0.78%       7.05%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    20.75%       0.85%       6.36%  
MSCI ® EAFE ® Small Cap Index (unhedged)***
    28.14%       7.29%       6.20%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The MSCI ® EAFE ® Small Cap Index (unhedged), inception date 1/15/98, includes approximately 1,000 securities from 23 developed markets with a capitalization range between $200 million and $1.5 billion and a general regional allocation of 55% Europe, 31% Japan and 14% Australasia. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
27


 

Emerging Markets Equity Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Service Shares for the
9-month period ended
September 30, 2005
was +31.79%.

Best Quarter*
Q4 ’99           +30.10%

Worst Quarter*
Q3 ’98           -23.84%
  (RETURN CHART)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Service Shares (Inception 12/15/97)
                       
Returns Before Taxes
    25.14%       3.60%       5.08%  
Returns After Taxes on Distributions**
    25.62%       3.53%       4.80%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    16.91%       3.14%       4.26%  
MSCI ® Emerging Markets Free Index***
    25.95%       4.62%       7.40%  
MSCI ® Emerging Markets Net Total Return Index****
    25.55%       n/a       n/a  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The unmanaged MSCI ® Emerging Markets Free Index is a free float-adjusted market capitalization-weighted index that is designed to measure equity market performance in the global emerging markets, of over 30 emerging market countries. “Free” indicates an index that excludes shares in otherwise free markets that are not purchasable by foreigners. The Index figures do not reflect any deduction for fees, expenses or taxes.
****
The MSCI ® Emerging Markets Net Total Return Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global emerging markets. “Free” indicates an index that excludes shares in otherwise free markets that are not purchased by foreigners. The Gross Return index does not reflect any deduction for fees, expenses or taxes. MSCI Emerging Markets Net Total Return Index reflects deduction for fees, expenses and taxes applicable to Luxembourg holding companies, as Luxembourg applies the highest rates.
 
28


 

FUND PERFORMANCE

Asia Equity Fund

     
TOTAL RETURN CALENDAR YEAR (CLASS A)

The total return for
Class A Shares for the
9-month period ended
September 30, 2005
was +16.22%.

Best Quarter*
Q2 ’99           +30.97%

Worst Quarter*
Q4 ’97           -27.33%
  (RETURN CHART)

   AVERAGE ANNUAL TOTAL RETURN   

                                 
For the period ended December 31, 2004 1 Year 5 Years 10 Years Since Inception

Class A (Inception 7/8/94)
                               
Returns Before Taxes
    9.44%       -1.99%       -1.87%       -1.53%  
Returns After Taxes on Distributions**
    9.77%       -1.93%       -1.93%       -1.62%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    6.67%       -1.59%       -1.57%       -1.31%  
MSCI ® All Country Asia Free ex-Japan Index (unhedged)***
    14.40%       -2.55%       -1.92%       -1.71%  
MSCI ® All Country Asia ex-Japan Net Total Return Index (unhedged)****
    17.35%       n/a       n/a       n/a  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The unmanaged MSCI ® All Country Asia Free ex-Japan Index (unhedged) is a market capitalization-weighted composite of securities in eleven Asian countries. “Free” indicates an index that excludes shares in otherwise free markets that are not purchasable by foreigners. The Index figures do not reflect any deduction for fees, expenses or taxes.
****
The MSCI ® All Country Asia ex-Japan Index (unhedged) is a free float-adjusted market capitalization-weighted composite of securities in eleven Asian countries. “Free” indicates an index that excludes shares in otherwise free markets that are not purchased by foreigners. The Net Total Return Index measures the market performance, including price performance and income from dividend payments, net of all fees, costs and taxes applicable to Luxembourg holding companies, as Luxembourg applies the highest rates.
 
29


 

 
Fund Fees and Expenses (Service Shares)

This table describes the fees and expenses that you would pay if you buy and hold Service Shares of a Fund.

                   
International European
Equity Fund Equity Fund

Shareholder Fees
(fees paid directly from your investment):
               
Maximum Sales Charge (Load) Imposed on Purchases
    None       None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None  
Redemption Fees 2
    2.0%       2.0%  
Exchange Fees
    None       None  
 
Annual Fund Operating Expenses 3
(expenses that are deducted from Fund assets):
               
Management Fees 3
    1.00%       1.00%  
Other Expenses*
    0.70%       1.56%  
 
Service Fees 4
    0.25 %     0.25 %
 
Shareholder Administration Fees
    0.25 %     0.25 %
 
All Other Expenses 5
    0.20 %     1.06 %

Total Fund Operating Expenses*
    1.70%       2.56%  

See page 32-33 for all other footnotes.

  The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Funds are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                   
International European
Equity Fund Equity Fund

Annual Fund Operating Expenses 3
(expenses that are deducted from Fund assets):
               
Management Fees 3
    1.00%       1.00%  
Other Expenses*
    0.64%       0.64%  
 
Service Fees 4
    0.25 %     0.25 %
 
Shareholder Administration Fees
    0.25 %     0.25 %
 
All Other Expenses 5
    0.14 %     0.14 %

Total Fund Operating Expenses (after
current expense limitations)
    1.64%       1.64%  

 
30


 

FUND FEES AND EXPENSES

                             
International Emerging Asia
Japanese Small Cap Markets Equity
Equity Fund Fund Equity Fund Fund 1

 
 
None
      None       None       None  
 
None
      None       None       None  
  2.0%       2.0%       2.0%       2.0%  
  None       None       None       None  
 
 
  1.00%       1.10%       1.20%       1.00%  
  1.21%       0.95%       0.96%       1.31%  
  0.25 %     0.25 %     0.25 %     0.25 %
  0.25 %     0.25 %     0.25 %     0.25 %
  0.71 %     0.45 %     0.46 %     0.81 %

  2.21%       2.05%       2.16%       2.31%  

 


                             
International Emerging Asia
Japanese Small Cap Markets Equity
Equity Fund Fund Equity Fund Fund 1

  1.00%       1.10%       1.20%       1.00%  
  0.65%       0.64%       0.89%       0.70%  
  0.25 %     0.25 %     0.25 %     0.25 %
  0.25 %     0.25 %     0.25 %     0.25 %
  0.15 %     0.14 %     0.39 %     0.20 %

 
  1.65%       1.74%       2.09%       1.70%  

 
31


 

 
Fund Fees and Expenses continued

1
Service Shares had not commenced operations as of the date of this Prospectus.
2
A 2% redemption fee will be imposed on the redemption of shares (including by exchange) held for 30 calendar days or less.
3
The Funds’ annual operating expenses are based on actual expenses for the fiscal year ended August 31, 2005. The Investment Adviser has entered into the following fee reduction commitment for the Funds which was implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of the date of this Prospectus:

                 
Fund Management Fee Annual Rate Average Daily Net Assets

International Equity
    1.00 %     First $1 Billion  
      0.90       Next $1 Billion  
      0.86       Over $2 Billion  

European Equity
    1.00 %     First $1 Billion  
      0.90       Next $1 Billion  
      0.86       Over $2 Billion  

Japanese Equity
    1.00 %     First $1 Billion  
      0.90       Next $1 Billion  
      0.86       Over $2 Billion  

International Small Cap
    1.10 %     First $2 Billion  
      0.99       Over $2 Billion  

Emerging Markets Equity
    1.20 %     First $2 Billion  
      1.08       Over $2 Billion  

Asia Equity
    1.00 %     First $1 Billion  
      0.90       Next $1 Billion  
      0.86       Over $2 Billion  


Prior to this fee reduction commitment, the management fees for the International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and Asia Equity Funds as an annual percentage rate of average daily net assets were 1.00%, 1.00%, 1.00%, 1.10%, 1.20% and 1.00%, respectively.
4
Service Organizations may charge other fees to their customers who are beneficial owners of Service Shares in connection with their customers’ accounts. Such fees may affect the return customers realize with respect to their investments.
 
32


 

FUND FEES AND EXPENSES
 
5
“All Other Expenses” include transfer agency fees and expenses equal on an annualized basis to 0.04% of the average daily net assets of each Fund’s Service Shares, plus all other ordinary expenses not detailed above. The Investment Adviser has voluntarily agreed to reduce or limit “All Other Expenses” (excluding management fees, transfer agency fees and expenses, service fees, shareholder administration fees, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the following percentages of each Fund’s average daily net assets:
         
Fund Other Expenses

International Equity
    0.104%  

European Equity
    0.104%  

Japanese Equity
    0.114%  

International Small Cap
    0.104%  

Emerging Markets Equity
    0.354%  

Asia Equity
    0.164%  

 
33


 

Example

The following Example is intended to help you compare the cost of investing in a Fund (without the expense limitations) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Service Shares of a Fund for the time periods indicated and then redeem all of your Service Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that a Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

                                 
Fund 1 Year 3 Years 5 Years 10 Years

International Equity
  $ 173     $ 536     $ 923     $ 2,009  

European Equity
  $ 259     $ 796     $ 1,360     $ 2,895  

Japanese Equity
  $ 224     $ 691     $ 1,185     $ 2,544  

International Small Cap
  $ 208     $ 643     $ 1,103     $ 2,379  

Emerging Markets Equity
  $ 219     $ 676     $ 1,159     $ 2,493  

Asia Equity
  $ 234     $ 721     $ 1,235     $ 2,646  

Service Organizations that invest in Service Shares on behalf of their customers may charge other fees directly to their customer accounts in connection with their investments. You should contact your Service Organization for information regarding such charges. Such fees, if any, may affect the return such customers realize with respect to their investments.

Certain Service Organizations that invest in Service Shares on behalf of their customers may receive other compensation in connection with the sale and distribution of Service Shares or for services to their customers’ accounts and/or the Funds. For additional information regarding such compensation, see “Shareholder Guide” in the Prospectus and “Payments to Intermediaries” in the Additional Statement.

 
34


 

 
  Service Providers

   INVESTMENT ADVISER   

     
Investment Adviser Fund

Goldman Sachs Asset Management International (“GSAMI”)
Christchurch Court
10-15 Newgate Street
London, England EC1A 7HD
  International Equity
European Equity
Japanese Equity
International Small Cap
Emerging Markets Equity
Asia Equity

  GSAMI, a member of the Investment Management Regulatory Organization Limited since 1990 and a registered investment adviser since 1991, is an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”). As of September 30, 2005, GSAMI had assets under management of $115 billion.
 
  The Investment Adviser provides day-to-day advice regarding the Funds’ portfolio transactions. The Investment Adviser makes the investment decisions for the Funds and places purchase and sale orders for the Funds’ portfolio transactions in U.S. and foreign markets. As permitted by applicable law, these orders may be directed to any brokers, including Goldman Sachs and its affiliates. While the Investment Adviser is ultimately responsible for the management of the Funds, it is able to draw upon the research and expertise of its asset management affiliates for portfolio decisions and management with respect to certain portfolio securities. In addition, the Investment Adviser has access to the research and certain proprietary technical models developed by Goldman Sachs, and will apply quantitative and qualitative analysis in determining the appropriate allocations among categories of issuers and types of securities.
 
  The Investment Adviser also performs the following additional services for the Funds:
  n   Supervises all non-advisory operations of the Funds
  n   Provides personnel to perform necessary executive, administrative and clerical services to the Funds
  n   Arranges for the preparation of all required tax returns, reports to shareholders, prospectuses and statements of additional information and other reports filed with the SEC and other regulatory authorities
  n   Maintains the records of each Fund
  n   Provides office space and all necessary office equipment and services

 
35


 

   MANAGEMENT FEES   

  As compensation for its services and its assumption of certain expenses, the Investment Adviser is entitled to the following fees, computed daily and payable monthly, at the annual rates (as a percentage of each respective portfolio’s average daily net assets) listed below:

                     
Actual Rate
Management For the Fiscal
Fee Average Daily Year Ended
Annual Rate* Net Assets August 31, 2005

GSAMI:
                   

International Equity
    1.00 %   First $1 Billion     1.00%  
      0.90     Next $1 Billion        
      0.86     Over $2 Billion        

European Equity
    1.00 %   First $1 Billion     1.00%  
      0.90     Next $1 Billion        
      0.86     Over $2 Billion        

Japanese Equity
    1.00 %   First $1 Billion     1.00%  
      0.90     Next $1 Billion        
      0.86     Over $2 Billion        

International Small Cap
    1.10 %   First $2 Billion     1.10%  
      0.99     Over $2 Billion        

Emerging Markets Equity
    1.20 %   First $2 Billion     1.20%  
      1.08     Over $2 Billion        

Asia Equity
    1.00 %   First $1 Billion     1.00%  
      0.90     Next $1 Billion        
      0.86     Over $2 Billion        

    The Investment Adviser has entered into the following fee reduction commitment for the Funds which was implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of the date of this Prospectus. Prior to the fee reduction commitment, the management fees for the International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and Asia Equity Funds as an annual percentage rate of average daily net assets were 1.00%, 1.00%, 1.00%, 1.10%, 1.20% and 1.00%, respectively.

  The difference, if any, between the stated fees and the actual fees paid by the Funds reflects that the Investment Adviser did not charge the full amount of the fees to which it would have been entitled. The Investment Adviser may voluntarily waive a portion of its advisory fee from time to time, and may discontinue or modify any such voluntary limitations in the future at its discretion.
 
  A discussion regarding the basis for the Board of Trustees’ approval of the Management Agreement for the Funds in 2005 is available in the Funds’ annual report dated August 31, 2005.

 
36


 

SERVICE PROVIDERS

   FUND MANAGERS   

  Active International Portfolio Management Team
  n   Global portfolio teams based in London, Singapore, Tokyo and New York. Local presence is a key to the Investment Adviser’s fundamental research capabilities
  n   Team manages over $19 billion in international equities for retail, institutional and high net worth clients
  n   Focus on bottom-up stock selection as main driver of returns, though the team leverages the asset allocation, currency and risk management capabilities of GSAMI

______________________________________________________________________________________________________________

London-Based Portfolio Management Team
             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Julian Abel
Managing Director
  Portfolio Manager—
European Equity
  Since
1998
  Mr. Abel joined the Investment Adviser as a portfolio manager in 1996 and became a Managing Director in 2003. Prior to joining GSAM he spent 12 years at CIN Management where he became a portfolio manager responsible for part of the UK portfolio in 1986 and was in charge of US equity investment from 1992 to 1996.

Mark Beveridge, CFA
Managing Director,
Chief Investment Officer, Global Active Equity, Co-Chief Investment Officer, European Equity
  Portfolio Manager— International Equity   Since
2004
  Mr. Beveridge joined the Investment Adviser in December 2004 as Chief Investment Officer of the Global Active Equity business which encompasses the Global/International, UK/European, Asia ex Japan and Japan strategies. Prior to joining the Investment Adviser, he spent 19 years at Franklin Templeton, where he was Executive Vice President and Senior Portfolio Manager responsible for ex-US portfolios.

Prashant Bhayani
Executive Director
  Portfolio Manager—
International Small Cap
  Since
2000
  Mr. Bhayani joined the Investment Adviser as a portfolio manager in April 1998. From 1997 to 1998, he worked on his MBA at INSEAD in France and from 1992 to 1996, he was a portfolio and marketing analyst at Fischer Francis Trees and Watts, a specialist global fixed-income fund manager.

 
37


 

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Chris Dyer, CFA
Executive Director
  Portfolio Manager—
International Small Cap
  Since
2003
  Mr. Dyer joined the Investment Adviser as a research analyst for the Investment Adviser’s Small Cap Equity team in 2001 after working for the team as a Summer Associate in 2000. He was named a Portfolio Manager of the European Small Cap Equity and International Small Cap Equity Portfolios in 2003.

William Howard, CFA
Managing Director
Director of Research,
Global Active Equity
  Portfolio Manager—
International Equity
  Since
2005
  Mr. Howard joined the Investment Adviser in January 2005 as a portfolio manager. He is also Director of Research for Global Active Equity. From 1993 to 2004 he was a Portfolio Manager at Franklin Templeton responsible for ex-US portfolios.

David Lowish, CFA
Executive Director
  Portfolio Manager—
International Small Cap
  Since
2003
  Mr. Lowish joined the Investment Adviser in 1999 on the analyst program, and worked on the European Equity and Global Fixed Income and Currency product management teams where he was responsible for marketing and supporting GSAM’s London based fixed income and currency products. He joined the European Small Cap Equity and International Small Cap Equity teams in 2001, and was named Portfolio Manager in 2003.

Maria Gordon, CFA
Executive Director
  Portfolio Manager—
Emerging Markets Equity
  Since
2001
  Ms. Gordon joined the Investment Adviser as a research analyst for the emerging markets equities team in September 1998. She was named a portfolio manager in November 2001 and became the Co-Head of Global Emerging Markets Equities Strategy in March 2003.

 
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SERVICE PROVIDERS
             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Michael Stanes
Executive Director
  Portfolio Manager—
International Equity
  Since
2002
  Mr. Stanes joined the Investment Adviser as a portfolio manager in November 2002. From 1986 to 2001, he worked at Mercury Asset Management, where he managed UK equity portfolios in London, Japanese equity portfolios in Tokyo and US and global portfolios in the US.

Stuart Mcpherson
Managing Director
Co-Chief Investment Officer, European Equity
  Co-Chief Investment Officer, European Equity   Since
2002
  Mr. Mcpherson joined the Investment Advisor in 1996 and became the Co-CIO of European Equity in December 2002. Prior to that he was the Co-Head of Research for European Equity. Mr. Mcpherson became a Managing Director of Goldman Sachs in 2001.

Singapore-Based Portfolio Management Team

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Siew-Hua Thio
Vice President
  Portfolio Manager—
Asia Equity
  Since
1998
  Ms. Thio joined the Investment Adviser as a portfolio manager in 1998. From 1997 to 1998, she was Head of Research for Indosuez WI Carr in Singapore.

Kenny Tjan, CFA
Vice President
  Portfolio Manager—
Asia Equity
Emerging Markets Equity
  Since
2001
2003
  Mr. Tjan joined the Investment Adviser in 2001 as Co-Head of the Non-Japan Asia portfolio management team. In March 2003, he became the Co-Head of Global Emerging Markets Equities Strategy. Effective September 2004, Mr. Tjan assumed the role as CIO of the China Equity Team, which is involved in the research and management of domestic Chinese equities. From 1999 to 2001, he was an Investment Director of Rothschild Asset Management Singapore.

 
39


 

Tokyo-Based Portfolio Management Team

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

David Townshend
Vice President, Head of Japan Active Equity
  Head of Japan Active Equity   Since
2005
  Mr. Townshend joined the Investment Adviser in 2001 as co-Head of the Investment Adviser’s UK/European Financials team. He joined GSAM in 2001 after nine years of experience on Goldman, Sachs & Co.’s European Banks team, which he joined in 1992. He was named became the Head of Japan Equity in 2005.

Hiroyuki Ito CMA
Vice President
  Portfolio Manager— Japanese Equity   Since
2005
  Mr. Ito joined the Investment Adviser in 2005 as portfolio manager on the Japan Active Equity team. Prior to joining GSAM, he worked as Chief Portfolio Manager in DLIBJ Asset Management, a member of Mizuho Financial Group.

Takeya Suzuki
Vice President
  Portfolio Manager—
International Small Cap
  Since
2004
  Mr. Suzuki first joined the Investment Adviser in the Japanese Equity Team in 1996. He then went to the graduate school of corporate strategy at Hitotsubashi University in 2001, and rejoined the team in 2003 as a Japanese Small Cap Equity portfolio manager.

Noriko Takahashi
Vice President
  Portfolio Manager—
International Small Cap
  Since
2004
  Ms. Takahashi joined the Investment Adviser as a small cap portfolio manager in January 2002. Prior to joining the Investment Adviser, she worked as a small cap portfolio manager at INVESCO Asset Management for two years. In addition, she has over eleven years of experience as a sell-side analyst covering primarily small cap stocks and machinery sector at UBS Securities in Tokyo.

  Mark Beveridge serves as Chief Investment Officer (“CIO”) of GSAM’s Non-US Active Equity team and CIO of GSAMI’s Global/EAFE strategies. As CIO, Mr. Beveridge is ultimately responsible for the composition of a Fund’s structure at both the stock and industry level. Along with the other portfolio managers on the team, Mr. Beveridge has specific industry research responsibilities. Each portfolio manager is responsible for liaising with research analysts around the world, promoting his or her stock selection ideas to the other members of the team and after debating their inclusion in the portfolio.
 
40


 

SERVICE PROVIDERS

  For more information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds, see the Additional Statement.

   DISTRIBUTOR AND TRANSFER AGENT   

  Goldman Sachs, 85 Broad Street, New York, New York 10004, serves as the exclusive distributor (the “Distributor”) of each Fund’s shares. Goldman Sachs, 71 S. Wacker Dr., Suite 500, Chicago, Illinois 60606, also serves as each Fund’s transfer agent (the “Transfer Agent”) and, as such, performs various shareholder servicing functions.
 
  From time to time, Goldman Sachs or any of its affiliates may purchase and hold shares of the Funds. Goldman Sachs reserves the right to redeem at any time some or all of the shares acquired for its own account.

   ACTIVITIES OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER 
   ACCOUNTS MANAGED BY GOLDMAN SACHS   

  The involvement of the Investment Adviser, Goldman Sachs and their affiliates in the management of, or their interest in, other accounts and other activities of Goldman Sachs may present conflicts of interest with respect to a Fund or limit a Fund’s investment activities. Goldman Sachs is a full service investment banking, broker dealer, asset management and financial services organization and a major participant in global financial markets. As such, it acts as an investor, investment banker, research provider, investment manager, financer, advisor, market maker, trader, prime broker, lender, agent and principal, and has other direct and indirect interests, in the global fixed income, currency, commodity, equity and other markets in which the Funds directly and indirectly invest. Thus, it is likely that the Funds will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or obtain services from entities for which Goldman Sachs performs or seeks to perform investment banking or other services. Goldman Sachs and its affiliates engage in proprietary trading and advise accounts and funds which have investment objectives similar to those of the Funds and/or which engage in and compete for transactions in the same types of securities, currencies and instruments as the Funds. Goldman Sachs and its affiliates will not have any obligation to make available any information regarding their proprietary activities or strategies, or the activities or strategies used for other accounts managed by them, for the benefit of the management of the Funds. The results of a Fund’s investment activities, therefore, may differ from those of Goldman Sachs, its affiliates, and other accounts managed by Goldman Sachs, and it is possible that a Fund could sustain losses during periods in which Goldman Sachs and its affiliates and other accounts achieve significant profits on their

 
41


 

  trading for proprietary or other accounts. In addition, the Funds may, from time to time, enter into transactions in which Goldman Sachs or its other clients have an adverse interest. Furthermore, transactions undertaken by Goldman Sachs, its affiliates or Goldman Sachs advised clients may adversely impact the Funds. Transactions by one or more Goldman Sachs advised clients or the Investment Adviser may have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of the Funds. A Fund’s activities may be limited because of regulatory restrictions applicable to Goldman Sachs and its affiliates, and/or their internal policies designed to comply with such restrictions. As a global financial services firm, Goldman Sachs also provides a wide range of investment banking and financial services to issuers of securities and investors in securities. Goldman Sachs, its affiliates and others associated with it may create markets or specialize in, have positions in and affect transactions in, securities of issuers held by the Funds, and may also perform or seek to perform investment banking and financial services for those issuers. Goldman Sachs and its affiliates may have business relationships with and purchase or distribute or sell services or products from or to, distributors, consultants and others who recommend the Fund as when acquisitions with or for the Funds. For more information about conflicts of interest, see the Additional Statement.
 
  Under a securities lending program approved by the Funds’ Board of Trustees, the Funds have retained an affiliate of the Investment Adviser to serve as the securities lending agent for each Fund to the extent that the Funds engage in the securities lending program. For these services, the lending agent may receive a fee from the Funds, including a fee based on the returns earned on the Funds’ investment of the cash received as collateral for the loaned securities. In addition, the Funds may make brokerage and other payments to Goldman Sachs and its affiliates in connection with the Funds’ portfolio investment transactions.

   LEGAL PROCEEDINGS   

  On April 2, 2004, Lois Burke, a plaintiff identifying herself as a shareholder of the Goldman Sachs Internet Tollkeeper Fund, filed a purported class and derivative action lawsuit in the United States District Court for the Southern District of New York against The Goldman Sachs Group, Inc. (“GSG”), GSAM, the Trustees and Officers of the Goldman Sachs Trust (the “Trust”), and John Doe Defendants. In addition, the Goldman Sachs Funds included in this Prospectus and certain other investment portfolios of the Trust were named as nominal defendants. On April 19 and May 6, 2004, additional class and derivative action lawsuits containing substantially similar allegations and requests for redress were filed in the United States District Court for the Southern District of New York. On June 29, 2004, the three complaints were consolidated into one action, In re Goldman Sachs Mutual
 
42


 

SERVICE PROVIDERS

  Funds Fee Litigation, and on November 17, 2004, the plaintiffs filed a consolidated amended complaint against GSG, GSAM, Goldman Sachs Asset Management International (“GSAMI”), Goldman, Sachs & Co., the Trust, Goldman Sachs Variable Insurance Trust (“GSVIT”) the Trustees and Officers of the Trust and John Doe Defendants (collectively, the “Defendants”) in the United States District Court for the Southern District of New York. Certain investment portfolios of the Trust and GSVIT (collectively, the “Goldman Sachs Funds”) were named as nominal defendants in the amended complaint. Plaintiffs filed a second amended consolidated complaint on April 15, 2005.
 
  The second amended consolidated complaint, which is brought on behalf of all persons or entities who held shares in the Goldman Sachs Funds between April 2, 1999 and January 9, 2004, inclusive (the “Class Period”), asserts claims involving (i) violations of the Investment Company Act of 1940 (the “Investment Company Act”) and the Investment Advisers Act of 1940, (ii) common law breaches of fiduciary duty and (iii) unjust enrichment. The complaint alleges, among other things, that during the Class Period, the Defendants made improper and excessive brokerage commission and other payments to brokers that sold shares of the Goldman Sachs Funds and omitted statements of-fact in registration statements and reports filed pursuant to the Investment Company Act which were necessary to prevent such registration statements and reports from being materially false and misleading. In addition, the complaint alleges that the Goldman Sachs Funds paid excessive and improper investment advisory fees to GSAM and GSAMI. The complaint also alleges that GSAM and GSAMI used Rule 12b-1 fees for improper purposes and made improper use of soft dollars. The complaint further alleges that the Trust’s Officers and Trustees breached their fiduciary duties in connection with the foregoing. The plaintiffs in the cases are seeking compensatory damages; rescission of GSAM’s and GSAMI’s investment advisory agreement and return of fees paid; an accounting of all Goldman Sachs Funds-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and reasonable costs and expenses, including counsel fees and expert fees.
 
  Based on currently available information, GSAM and GSAMI believe that the likelihood that the pending purported class and derivative action lawsuit will have a material adverse financial impact on the Goldman Sachs Funds is remote, and the pending action is not likely to materially affect their ability to provide investment management services to its clients, including the Goldman Sachs Funds.

 
43


 

 
  Dividends
 
  Each Fund pays dividends from its investment income and distributions from net realized capital gains. You may choose to have dividends and distributions paid in:
  n   Cash
  n   Additional shares of the same class of the same Fund
  n   Shares of the same or an equivalent class of another Goldman Sachs Fund. Special restrictions may apply for certain Goldman Sachs Institutional Liquid Assets Portfolios (“ILA Portfolios”). See the Additional Statement.

  You may indicate your election on your Account Application. Any changes may be submitted in writing to Goldman Sachs at any time before the record date for a particular dividend or distribution. If you do not indicate any choice, dividends and distributions will be reinvested automatically in the applicable Fund.
 
  The election to reinvest dividends and distributions in additional shares will not affect the tax treatment of such dividends and distributions, which will be treated as received by you and then used to purchase the shares.
 
  The Funds’ investments in foreign securities may be subject to foreign withholding taxes. Under certain circumstances, the Funds may elect to pass-through these taxes to you. If this election is made, a proportionate amount of such taxes will constitute a distribution to you, which would allow you either (i) to credit such proportionate amount of foreign taxes against your U.S. federal income tax liability or (ii) to take such amount as an itemized deduction.
 
  Dividends from investment income and distributions from net capital gains are declared and paid annually by each Fund.
 
  From time to time a portion of a Fund’s dividends may constitute a return of capital.
 
  When you purchase shares of a Fund, part of the NAV per share may be represented by undistributed income or undistributed realized gains that have previously been earned by the Fund. Therefore, subsequent distributions on such shares from such income or realized gains may be taxable to you even if the NAV of the shares is, as a result of the distributions, reduced below the cost of such shares and the distributions (or portions thereof) represent a return of a portion of the purchase price.

 
44


 

 
  Shareholder Guide
 
  The following section will provide you with answers to some of the most often asked questions regarding buying and selling the Funds’ Service Shares.

   HOW TO BUY SHARES   

  How Can I Purchase Service Shares Of The Funds?
  Generally, Service Shares may be purchased only through institutions that have agreed to provide shareholder administration and personal and account maintenance services to their customers who are the beneficial owners of Service Shares. These institutions are called “Service Organizations.” Customers of a Service Organization will normally give their purchase instructions to the Service Organization, and the Service Organization will, in turn, place purchase orders with Goldman Sachs. Service Organizations will set times by which purchase orders and payments must be received by them from their customers. Generally, Service Shares may be purchased from the Funds on any business day at their NAV next determined after receipt of an order by Goldman Sachs from a Service Organization. No sales load is charged. Purchases of Service Shares must be settled within three business days of receipt of a complete purchase order.
 
  Service Organizations are responsible for transmitting purchase orders and payments to Goldman Sachs in a timely fashion. Service Organizations should either:
  n   Place an order with Goldman Sachs at 1-800-621-2550 and wire federal funds to The Northern Trust Company (“Northern”), as subcustodian for State Street Bank and Trust Company (“State Street”) (each Fund’s custodian) on the next business day; or
  n   Send a check or Federal Reserve draft payable to Goldman Sachs Funds—(Name of Fund and Class of Shares), 71 S. Wacker Dr., Suite 500, Chicago, IL 60606. The Fund will not accept a check drawn on foreign banks, third-party checks, cashier’s checks or official checks, temporary checks, electronic checks, drawer checks, cash, money orders, travelers cheques or credit card checks. In limited situations involving the transfer of retirement assets, the Fund may accept cashier’s checks or official bank checks.

  What Do I Need To Know About Service Organizations?
  Service Organizations may provide the following services in connection with their customers’ investments in Service Shares:
  n   Personal and account maintenance services; and
  n   Shareholder administration services.

 
45


 

  Personal and account maintenance services include:
  n   Providing facilities to answer inquiries and responding to correspondence with the Service Organization’s customers
  n   Acting as liaison between the Service Organization’s customers and the Goldman Sachs Trust (the “Trust”)
  n   Assisting customers in completing application forms, selecting dividend and other options, and similar services

  Shareholder administration services include:
  n   Acting, directly or through an agent, as the sole shareholder of record
  n   Maintaining account records for customers
  n   Processing orders to purchase, redeem and exchange shares for customers
  n   Processing payments for customers

  Some (but not all) Service Organizations are authorized to accept, on behalf of the Trust, purchase, redemption and exchange orders placed by or on behalf of their customers, and may designate other intermediaries to accept such orders, if approved by the Trust. In these cases:
  n   A Fund will be deemed to have received an order in proper form when the order is accepted by the authorized Service Organization or intermediary on a business day, and the order will be priced at the Fund’s NAV per share (less any applicable redemption fee) next determined after such acceptance.
  n   Service Organizations or intermediaries will be responsible for transmitting accepted orders and payments to the Trust within the time period agreed upon by them.

  You should contact your Service Organization directly to learn whether it is authorized to accept orders for the Trust.
 
  Pursuant to a service plan and a separate shareholder administration plan adopted by the Trust’s Board of Trustees, Service Organizations are entitled to receive payments for their services from the Trust. These payments are equal to 0.25% (annualized) for personal and account maintenance services plus an additional 0.25% (annualized) for shareholder administration services of the average daily net assets of the Service Shares of the Funds that are attributable to or held in the name of the Service Organization for its customers.
 
  The Investment Adviser, Distributor and/or their affiliates may make payments to Service Organizations and other financial intermediaries (“Intermediaries”) from time to time to promote the sale, distribution and/or servicing of shares of the Funds and other Goldman Sachs Funds. These payments are made out of the Investment Adviser’s, Distributor’s and/or their affiliates’ own assets, and are not an additional charge to the Funds. The payments are in addition to the service fees

 
46


 

SHAREHOLDER GUIDE

  described in this Prospectus. Such payments are intended to compensate Intermediaries for, among other things: marketing shares of the Funds and other Goldman Sachs Funds, which may consist of payments relating to Funds included on preferred or recommended fund lists or in certain sales programs from time to time sponsored by the Intermediaries; access to the Intermediaries’ registered representatives or salespersons, including at conferences and other meetings; assistance in training and education of personnel; marketing support; and/or other specified services intended to assist in the distribution and marketing of the Funds and other Goldman Sachs Funds. The payments may also, to the extent permitted by applicable regulations, contribute to various non-cash and cash incentive arrangements to promote the sale of shares, as well as sponsor various educational programs, sales contests and/or promotions. The additional payments by the Investment Adviser, Distributor and/or their affiliates may also compensate Intermediaries for subaccounting, administrative and/or shareholder processing services that are in addition to the fees paid for these services by the Funds. The amount of these additional payments is normally not expected to exceed 0.50% (annualized) of the amount sold or invested through the Intermediaries. Please refer to the “Payments to Intermediaries” section of the Additional Statement for more information about these payments.
 
  The payments made by the Investment Adviser, Distributor and/or their affiliates may be different for different Intermediaries. The presence of these payments and the basis on which an Intermediary compensates its registered representatives or salespersons may create an incentive for a particular Intermediary, registered representative or salesperson to highlight, feature or recommend Funds based, at least in part, on the level of compensation paid. You should contact your Service Organization or Intermediary for more information about the payments it receives and any potential conflicts of interest.
 
  In addition to Service Shares, each Fund also offers other classes of shares to investors. These other share classes are subject to different fees and expenses (which affect performance), have different minimum investment requirements and are entitled to different services than Service Shares. Information regarding these other share classes may be obtained from your sales representative or from Goldman Sachs by calling the number on the back cover of this Prospectus.
 
  What Is My Minimum Investment In The Funds?
  The Funds do not have any minimum purchase or account requirements with respect to Service Shares. A Service Organization may, however, impose a minimum amount for initial and subsequent investments in Service Shares, and may establish other requirements such as a minimum account balance. A Service

 
47


 

  Organization may redeem Service Shares held by non-complying accounts, and may impose a charge for any special services.
 
  What Else Should I Know About Share Purchases?
  The Trust reserves the right to:
  n   Refuse to open an account if you fail to (i) provide a Social Security Number or other taxpayer identification number; or (ii) certify that such number is correct (if required to do so under applicable law).
  n   Reject or restrict any purchase or exchange order by a particular purchaser (or group of related purchasers) for any reason in its discretion. Without limiting the foregoing, the Trust may reject or restrict purchase and exchange orders by a particular purchaser (or group of related purchasers) when a pattern of frequent purchases, sales or exchanges of Service Shares of a Fund is evident, or if purchases, sales or exchanges are, or a subsequent abrupt redemption might be, of a size that would disrupt the management of a Fund.
  n   Close a Fund to new investors from time to time and reopen any such Fund whenever it is deemed appropriate by a Fund’s Investment Adviser.

  Generally, the Fund will not allow non-U.S. citizen and certain U.S. citizens residing outside the United States to open an account directly with the Fund.
 
  The Funds may allow Service Organizations to purchase shares with securities instead of cash if consistent with a Fund’s investment policies and operations and if approved by the Fund’s Investment Adviser.
 
  Customer Identification Program. Federal law requires the Funds to obtain, verify and record identifying information, which may include the name, residential or business street address, date of birth (for an individual), Social Security Number or taxpayer identification number or other identifying information, for each investor who opens an account with the Funds. Applications without the required information may not be accepted by the Funds. After accepting an application, to the extent permitted by applicable law or their customer identification program, the Funds reserve the right to (i) place limits on transactions in any account until the identity of the investor is verified; or (ii) refuse an investment in the Funds; or (iii) involuntarily redeem an investor’s shares and close an account in the event that the Funds are unable to verify an investor’s identity. The Funds and their agents will not be responsible for any loss in an investor’s account resulting from the investor’s delay in providing all required identifying information or from closing an account and redeeming an investor’s shares pursuant to the customer identification program.

 
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SHAREHOLDER GUIDE

  How Are Shares Priced?
  The price you pay or receive when you buy, sell or exchange Service Shares is a Fund’s next determined NAV for a share class (as adjusted for any applicable redemption fee). The Funds calculate NAV as follows:

     

NAV =
  (Value of Assets of the Class)
– (Liabilities of the Class)

Number of Outstanding Shares of the Class

  The Funds’ investments are valued based on market quotations or if market quotations are not readily available, or if the Investment Adviser believes that such quotations do not accurately reflect fair value, the fair value of the Funds’ investments may be determined in good faith under procedures established by the Trustees.
 
  For Funds that invest a significant portion of assets in foreign equity securities, “fair value” prices are provided by an independent fair value service. Fair value prices are used because many foreign markets operate at times that do not coincide with those of the major U.S. markets. Events that could affect the values of foreign portfolio holdings may occur between the close of the foreign market and the time of determining the NAV, and would not otherwise be reflected in the NAV. If the independent fair value service does not provide a fair value for a particular security or if the value does not meet the established criteria for the Funds, the most recent closing price for such a security on its principal exchange will generally be its fair value on such date.
 
  In addition, the Investment Adviser, consistent with applicable regulatory guidance, may determine to make an adjustment to the previous closing 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 that could affect a large number of securities in a particular market may include, but are not limited to: situations relating to one or more single issuers in a market sector; significant fluctuations in foreign markets; market disruptions or market closings; governmental actions or other developments; as well as the same or similar events which may affect specific issuers or the securities markets even though not tied directly to the securities markets. Other significant events that could relate to a single issuer may include, but are not limited to: corporate actions such as reorganizations, mergers and buy-outs; corporate announcements on earnings; significant litigation; and regulatory news such as governmental approvals.
 
  One effect of using an independent fair value service and fair valuation may be to reduce stale pricing arbitrage opportunities presented by the pricing of Fund shares.

 
49


 

  However, it involves the risk that the values used by the Funds to price their investments may be different from those used by other investment companies and investors to price the same investments.
 
  Investments in other registered mutual funds (if any) are valued based on the NAV of those mutual funds (which may use fair value pricing as discussed in their prospectuses).

  n   NAV per share of each class is generally calculated by the accounting agent on each business day as of the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. New York time) or such later time as the New York Stock Exchange or NASDAQ market may officially close. Fund shares will generally not be priced on any day the New York Stock Exchange is closed.
 
  n   When you buy shares, you pay the NAV next calculated after the Funds receive your order in proper form.
 
  n   When you sell shares, you receive the NAV next calculated after the Funds receive your order in proper form, less any applicable redemption fee.
 
  n   The Trust reserves the right to reprocess purchase (including dividend reinvestments), redemption and exchange transactions that were processed at an NAV other than a Fund’s official closing NAV that is subsequently adjusted, and to recover amounts from (or distribute amounts to) shareholders accordingly based on the official closing NAV as adjusted.
 
  n   The Trust reserves the right to advance the time by which purchase and redemption orders must be received for same business day credit as otherwise permitted by the SEC.

  Note: The time at which transactions and shares are priced and the time by which orders must be received may be changed in case of an emergency or if regular trading on the New York Stock Exchange is stopped at a time other than 4:00 p.m. New York time. In the event the New York Stock Exchange does not open for business because of an emergency, the Trust may, but is not required to, open one or more Funds for purchase, redemption and exchange transactions if the Federal Reserve wire payment system is open. To learn whether a Fund is open for business during an emergency situation, please call 1-800-621-2550.
 
  Foreign securities may trade in their local markets on days a Fund is closed. As a result, the NAV of a Fund that holds foreign securities may be impacted on days when investors may not purchase or redeem Fund shares.

 
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SHAREHOLDER GUIDE
 

   HOW TO SELL SHARES   

  How Can I Sell Service Shares Of The Funds?
  Generally, Service Shares may be sold (redeemed) only through Service Organizations. Customers of a Service Organization will normally give their redemption instructions to the Service Organization, and the Service Organization will, in turn, place redemption orders with the Funds. Generally, each Fund will redeem its Service Shares upon request on any business day at their NAV next determined after receipt of such request in proper form, subject to any applicable redemption fee. Redemption proceeds may be sent to recordholders by check or by wire (if the wire instructions are on record).
 
  A Service Organization may request redemptions in writing or by telephone if the optional telephone redemption privilege is elected on the Account Application.

     

By Writing:
  Goldman Sachs Funds
71 S. Wacker Dr., Suite 500
Chicago, IL 60606

By Telephone:
  1-800-621-2550
(8:00 a.m. to 4:00 p.m. New York time)

  n   Any redemption request that requires money to go to an account or address other than that designated on the Account Application must be in writing and signed by an authorized person designated on the Account Application. The written request may be confirmed by telephone with both the requesting party and the designated bank account to verify instructions.

  When Do I Need A Medallion Signature Guarantee To Redeem Shares?
  A Medallion signature guarantee may be required if:
  n   You would like the redemption proceeds sent to an address that is not your address of record; or
  n   You would like to change your current bank designations.

  A Medallion signature guarantee must be obtained from a bank, brokerage firm or other financial intermediary that is a member of an approved Medallion Guarantee Program or that is otherwise approved by the Trust. A notary public cannot provide a signature guarantee. Additional documentation may be required for executors, trustees or corporations or when deemed appropriate by the Transfer Agent.
 
  What Do I Need To Know About Telephone Redemption Requests?
  The Trust, the Distributor and the Transfer Agent will not be liable for any loss you may incur in the event that the Trust accepts unauthorized telephone redemption requests that the Trust reasonably believes to be genuine. In an effort to prevent unauthorized or fraudulent redemption and exchange requests by telephone,

 
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  Goldman Sachs employs reasonable procedures specified by the Trust to confirm that such instructions are genuine. If reasonable procedures are not employed, the Trust may be liable for any loss due to unauthorized or fraudulent transactions. The following general policies are currently in effect:
  n   All telephone requests are recorded.
  n   Any redemption request that requires money to go to an account or address other than that designated on the Account Application must be in writing and signed by an authorized person designated on the Account Application. The written request may be confirmed by telephone with both the requesting party and the designated bank account to verify instructions.
  n   For the 30-day period following a change of address, telephone redemptions will only be filled by a wire transfer to the bank account designated in the Account Applications (see immediately preceding bullet point). In order to receive the redemption by check during this time period, the redemption request must be a written, Medallion signature guaranteed letter.
  n   The telephone redemption option may be modified or terminated at any time.

  Note: It may be difficult to make telephone redemptions in times of drastic economic or market conditions.
 
  How Are Redemption Proceeds Paid?
  By Wire: The Funds will arrange for redemption proceeds to be wired as federal funds to the domestic bank account designated in the recordholder’s Account Application. The following general policies govern wiring redemption proceeds:

  n   Redemption proceeds will normally be wired on the next business day in federal funds (for a total of one business day delay), but may be paid up to three business days following receipt of a properly executed wire transfer redemption request. Although redemption proceeds will normally be wired as described above, under certain circumstances, redemption requests or payments may be postponed or suspended as permitted pursuant to Section 22(e) of the Investment Company Act. Generally, under that section, redemption requests or payments may be postponed or suspended if (i) the New York Stock Exchange is closed for trading or trading is restricted; (ii) an emergency exists which makes the disposal of securities owned by the Fund or the fair determination of the value of the Fund’s net assets not reasonably practicable; or (iii) the SEC by order permits the suspension of the right of redemption. If the shares to be sold were recently paid for by check, the Fund will pay the redemption proceeds when the check has cleared, which may take up to 15 days. If the Federal Reserve Bank is closed on the day that the redemption proceeds would ordinarily be wired, wiring the redemption proceeds may be delayed one additional business day.
 
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SHAREHOLDER GUIDE

  n   To change the bank designated on your Account Application, you must send written instructions signed by an authorized person designated on the Account Application to the Service Organization.
  n   Neither the Trust nor Goldman Sachs assumes any responsibility for the performance of intermediaries or your Service Organization in the transfer process. If a problem with such performance arises, you should deal directly with such intermediaries or Service Organization.

  By Check: A recordholder may elect in writing to receive redemption proceeds by check. Redemption proceeds paid by check will normally be mailed to the address of record within three business days of receipt of a properly executed redemption request. If the shares to be sold were recently paid for by check, the Fund will pay the redemption proceeds when the check has cleared, which may take up to 15 days.
 
  What Do I Need To Know About The Redemption Fee?
  The Funds will charge a 2% redemption fee on the redemption of shares (including by exchange) held for 30 calendar days or less. For this purpose, the Funds use a first-in first-out (“FIFO”) method so that shares held longest will be treated as being redeemed first and shares held shortest will be treated as being redeemed last. The redemption fee will be paid to the Fund from which the redemption is made, and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of a Fund. The redemption fee may be collected by deduction from the redemption proceeds or, if assessed after the redemption transaction, through a separate billing.
 
  The redemption fee does not apply to transactions involving the following:
  n   Redemptions of shares acquired by reinvestment of dividends or capital gains distributions.
  n   Redemptions of shares that are acquired or redeemed in connection with the participation in a systematic withdrawal program or automatic investment plan.
  n   Redemptions of shares in connection with a regularly scheduled automatic rebalancing of assets by certain mutual fund asset allocation programs.
  n   Redemptions of shares maintained in omnibus accounts by the Funds’ transfer agent on behalf of trust companies and bank trust departments investing assets held in a fiduciary, agency, advisory, custodial or similar capacity and over which the trust companies and bank trust departments or other plan fiduciaries or participants (in the case of certain retirement plans) have full or shared investment discretion.
  n   Total or partial redemptions of shares held through retirement plans and accounts maintained pursuant to Sections 401 (tax-qualified pension, profit sharing, 401(k), money purchase and stock bonus plans), 403 (qualified annuity

 
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  plans and tax-sheltered annuities) and 457 (deferred compensation plans for employees of tax-exempt entities or governments) of the Internal Revenue Code of 1986, as amended, that are maintained by the Funds’ transfer agent on an omnibus basis.
  n   Redemptions of shares that are issued as part of an investment company reorganization to which a Goldman Sachs Fund is a party.

  The Trust reserves the right to modify or eliminate the redemption fee or waivers at any time and will give 60 days’ prior written notice of any material changes, unless otherwise provided by law. The redemption fee policy may be modified or amended in the future to reflect, among other factors, regulatory requirements mandated by the SEC.
 
  In addition to the circumstances noted above, the Trust reserves the right to grant additional exceptions based on such factors as operational limitations, contractual limitations and further guidance from the SEC or other regulators.
 
  What Else Do I Need To Know About Redemptions?
  The following generally applies to redemption requests:
  n   Additional documentation may be required when deemed appropriate by the Transfer Agent. A redemption request will not be in proper form until such additional documentation has been received.
  n   Service Organizations are responsible for the timely transmittal of redemption requests by their customers to the Transfer Agent. In order to facilitate the timely transmittal of redemption requests, Service Organizations may set times by which they must receive redemption requests. Service Organizations may also require additional documentation from you.

  The Trust reserves the right to:
  n   Redeem your shares in the event a Service Organization’s relationship with Goldman Sachs is terminated and you do not transfer your account to another Service Organization with a relationship with Goldman Sachs. The Trust will not be responsible for any loss in an investor’s account resulting from the redemption.
  n   Subject to applicable law, redeem your shares in other circumstances determined by the Board of Trustees to be in the best interest of the Trust.
  n   Pay redemptions by a distribution in-kind of securities (instead of cash). If you receive redemption proceeds in-kind, you should expect to incur transaction costs upon the disposition of those securities.
  n   Reinvest any dividends or other distributions which you have elected to receive in cash should your check for such dividends or other distributions be returned to a Fund as undeliverable or remain uncashed for six months. In addition, that distribution and all future distributions payable to you will be reinvested at the

 
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SHAREHOLDER GUIDE

  NAV on the day of reinvestment in additional Service Shares of the Fund that pays the distributions. No interest will accrue on amounts represented by uncashed distribution or redemption checks.

  Can I Exchange My Investment From One Fund To Another?
  A Service Organization may exchange Service Shares of a Fund at NAV for Service Shares of another Goldman Sachs Fund. Redemption of shares (including by exchanges that are held for 30 calendar days or less, may, however, be subject to a redemption fee as described above under “What Do I Need To Know About The Redemption Fee?” The exchange privilege may be materially modified or withdrawn at any time upon 60 days’ written notice.

     
Instructions For Exchanging Shares:

By Writing:
  n  Write a letter of instruction that includes:
         n  The recordholder name(s) and signature(s)
         n  The account number
         n  The Fund names and Class of Shares
         n  The dollar amount to be exchanged
    n  Mail the request to:
    Goldman Sachs Funds
    71 S. Wacker Dr.
    Chicago, IL 60606

By Telephone:
  If you have elected the telephone exchange privilege on your Account Application:
    n  1-800-621-2550
    (8:00 a.m. to 4:00 p.m. New York time)

  You should keep in mind the following factors when making or considering an exchange:
  n   You should obtain and carefully read the prospectus of the Fund you are acquiring before making an exchange.
  n   All exchanges which represent an initial investment in a Fund must satisfy the minimum initial investment requirement of that Fund or the entire balance of the original Fund account should be exchanged. This requirement may be waived at the discretion of the Trust.
  n   Telephone exchanges normally will be made only to an identically registered account.
  n   Exchanges are available only in states where exchanges may be legally made.
  n   It may be difficult to make telephone exchanges in times of drastic economic or market conditions.
  n   Goldman Sachs may use reasonable procedures described under “What Do I Need To Know About Telephone Redemption Requests?” in an effort to prevent unauthorized or fraudulent telephone exchange requests.

 
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  n   Exchanges into Goldman Sachs Funds that are closed to new investors may be restricted.
  n   Exchanges into a Fund from another Goldman Sachs Fund may be subject to any redemption fee imposed by the other Goldman Sachs Fund.

  For federal income tax purposes, an exchange from one Goldman Sachs Fund to another is treated as a redemption of the shares surrendered in the exchange, on which you may be subject to tax, followed by a purchase of shares received in the exchange. You should consult your tax adviser concerning the tax consequences of an exchange.
 
  What Types Of Reports Will Be Sent Regarding Investments In Service Shares?
  Service Organizations will receive from the Funds annual reports containing audited financial statements and semi-annual reports. Service Organizations will also be provided with a printed confirmation for each transaction in their account and a monthly account statement. Service Organizations are responsible for providing these or other reports to their customers who are the beneficial owners of Service Shares in accordance with the rules that apply to their accounts with the Service Organizations. In addition, Service Organizations and other financial intermediaries will be responsible for providing any communications from a Fund to the shareholders, including but not limited to prospectus supplements, proxy materials, and notices regarding the sources of dividend payments pursuant to Section 19 of the Investment Company Act.

   RESTRICTIONS ON EXCESSIVE TRADING PRACTICES   

  Policies and Procedures on Excessive Trading Practices. In accordance with the policy adopted by the Board of Trustees, the Trust discourages frequent purchases and redemptions of Fund shares and does not permit market timing or other excessive trading practices. Purchases and exchanges should be made with a view to longer-term investment purposes only that are consistent with the investment policies and practices of the respective Funds. Excessive short-term (market timing) trading practices may disrupt portfolio management strategies, increase brokerage and administrative costs, harm fund performance and result in dilution in the value of Fund shares held by longer-term shareholders. The Trust and Goldman Sachs reserve the right to reject or restrict purchase or exchange requests from any investor. The Trust and Goldman Sachs will not be liable for any loss resulting from rejected purchase or exchange orders. To minimize harm to the Trust and its shareholders (or Goldman Sachs), the Trust (or Goldman Sachs) will exercise these rights if, in the Trust’s (or Goldman Sachs’) judgment, an investor has a history of excessive trading or if an investor’s trading, in the judgment of the
 
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SHAREHOLDER GUIDE

  Trust (or Goldman Sachs), has been or may be disruptive to a Fund. In making this judgment, trades executed in multiple accounts under common ownership or control may be considered together to the extent they can be identified. No waivers of the provisions of the policy established to detect and deter market timing and other excessive trading activity are permitted that would harm the Trust or its shareholders or would subordinate the interests of the Trust or its shareholders to those of Goldman Sachs or any affiliated person or associated person of Goldman Sachs.
 
  To deter excessive shareholder trading, the Funds described in this Prospectus, the Structured International Equity Fund and certain Fixed Income Funds (which are offered in separate prospectuses) impose a redemption fee on redemptions made within 30 calendar days of purchase subject to certain exceptions. See “Shareholder Guide— What Do I Need To Know About Redemption The Fee?” for more information about the redemption fee, including transactions and certain omnibus accounts to which the redemption fee does not apply. As a further deterrent to excessive trading, many foreign equity securities held by the Funds are priced by an independent pricing service using fair valuation. For more information on fair valuation, please see “Shareholder Guide—How Are Shares Priced?”
 
  Pursuant to the policy adopted by the Board of Trustees, Goldman Sachs has developed criteria that it uses to identify trading activity that may be excessive. Goldman Sachs reviews on a regular, periodic basis available information relating to the trading activity in the Funds in order to assess the likelihood that a Fund may be the target of excessive trading. As part of its excessive trading surveillance process, Goldman Sachs, on a periodic basis, examines transactions that exceed certain monetary thresholds or numerical limits within a period of time. Consistent with the standards described above, if, in its judgment, Goldman Sachs detects excessive, short term trading, Goldman Sachs may reject or restrict a purchase or exchange request and may further seek to close an investor’s account with a Fund. Goldman Sachs may modify its surveillance procedures and criteria from time to time without prior notice regarding the detection of excessive trading or to address specific circumstances. Goldman Sachs will apply the criteria in a manner that, in Goldman Sachs’ judgment, will be uniform.
 
  Fund shares may be held through omnibus arrangements maintained by intermediaries such as broker-dealers, investment advisers, transfer agents, administrators and insurance companies. In addition, Fund shares may be held in omnibus 401(k) plans, employee benefit plans and other group accounts. Omnibus accounts include multiple investors and such accounts typically provide the Funds with a net purchase or redemption request on any given day where the purchases and redemptions of Fund shares by the investors are netted against one another. The

 
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  identity of individual investors whose orders are aggregated are not known by the Funds. A number of these financial intermediaries may not have the capability or may not be willing to apply the Funds’ market timing policies or any applicable redemption fee. While Goldman Sachs may monitor share turnover at the omnibus account level, a Fund’s ability to monitor and detect market timing by shareholders or apply any applicable redemption fee in these omnibus accounts is limited. The netting effect makes it more difficult to identify, locate and eliminate market timing activities. In addition, those investors who engage in market timing and other excessive trading activities may employ a variety of techniques to avoid detection. There can be no assurance that the Funds and Goldman Sachs will be able to identify all those who trade excessively or employ a market timing strategy, and curtail their trading in every instance.
 
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  Taxation
 
  As with any investment, you should consider how your investment in the Funds will be taxed. The tax information below is provided as general information. More tax information is available in the Additional Statement. You should consult your tax adviser about the federal, state, local or foreign tax consequences of your investment in the Funds.
 
  Unless your investment is an IRA or other tax-advantaged account, you should consider the possible tax consequences of Fund distributions and the sale of your Fund shares.

   DISTRIBUTIONS   

  Each Fund contemplates declaring as dividends each year all or substantially all of its taxable income. Distributions you receive from the Funds are generally subject to federal income tax, and may also be subject to state or local taxes. This is true whether you reinvest your distributions in additional Fund shares or receive them in cash. For federal tax purposes, the Fund distributions attributable to short-term capital gains and net investment income are generally taxable to you as ordinary income, while distributions attributable to long-term capital gains are taxable as long-term capital gains, no matter how long you have owned your Fund shares.
 
  Under recent changes to the Internal Revenue Code (the “Code”), the maximum long-term capital gain tax rate applicable to individuals, estates, and trusts is 15%. Also, Fund distributions to noncorporate shareholders attributable to dividends received by the Funds from U.S. and certain qualified foreign corporations will generally be taxed at the long-term capital gain rate, as long as certain other requirements are met. A sunset provision provides that the 15% long-term capital gain rate and the taxation of dividends at the long-term capital gain rate will revert back to a prior version of these provisions in the Code for taxable years beginning after December 31, 2008. The amount of a Fund’s distributions that qualify for this favorable tax treatment may be reduced as a result of a Fund’s securities lending activities, by a high portfolio turnover rate or by investments in debt securities or “non-qualified” foreign corporations. For these lower rates to apply, the noncorporate shareholder must own the relevant Fund shares for at least 61 days during the 121-day period beginning 60 days before the Fund’s ex-dividend rate.
 
  Although distributions are generally treated as taxable to you in the year they are paid, distributions declared in October, November or December but paid in January are taxable as if they were paid in December. A percentage of the Funds’ dividends paid to corporate shareholders may be eligible for the corporate dividends-received

 
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  deduction. This percentage may, however, be reduced as a result of a Fund’s securities lending activities, by a high portfolio turnover rate or by investments in debt securities or foreign corporations. Character and tax status of all distributions will be available to shareholders after the close of each calendar year.
 
  Each Fund may be subject to foreign withholding or other foreign taxes on income or gain from certain foreign securities. Each Fund may make an election to treat a proportionate amount of those taxes as constituting a distribution to each shareholder, which would allow you either (i) to credit that proportionate amount of taxes against U.S. Federal income tax liability as a foreign tax credit or (ii) to take that amount as an itemized deduction.
 
  If you buy shares of a Fund before it makes a distribution, the distribution will be taxable to you even though it may actually be a return of a portion of your investment. This is known as “buying a dividend.”

   SALES AND EXCHANGES   

  Your sale of Fund shares is a taxable transaction for federal income tax purposes, and may also be subject to state and local taxes. For tax purposes, the exchange of your Fund shares for shares of a different Goldman Sachs Fund is the same as a sale. When you sell your shares, you will generally recognize a capital gain or loss in an amount equal to the difference between your adjusted tax basis in the shares and the amount received. Generally, this gain or loss is long-term or short-term depending on whether your holding period exceeds twelve months, except that any loss realized on shares held for six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends that were received on the shares. Additionally, any loss realized on a sale, exchange or redemption of shares of a Fund may be disallowed under “wash sale” rules to the extent the shares disposed of are replaced with other shares of that Fund within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to a dividend reinvestment in shares of that Fund. If disallowed, the loss will be reflected in an adjustment to the basis of the shares acquired.

   OTHER INFORMATION   

  When you open your account, you should provide your Social Security Number or tax identification number on your Account Application. By law, each Fund must withhold 28% of your taxable distributions and any redemption proceeds if you do not provide your correct taxpayer identification number, or certify that it is correct, or if the IRS instructs the Fund to do so.
 
  Non-U.S. investors may be subject to U.S. withholding and estate tax. However, non-U.S. investors generally may file for a refund of tax withheld (if any) on distributions of qualified interest income and short-term capital gains made by the Funds after September 1, 2005 and before August 31, 2008.

 
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  Appendix A
Additional Information on Portfolio
Risks, Securities and Techniques

   A.  General Portfolio Risks   

  The Funds will be subject to the risks associated with equity investments. “Equity investments” may include common stocks, preferred stocks, interests in real estate investment trusts, convertible debt obligations, convertible preferred stocks, equity interests in trusts, partnerships, joint ventures, limited liability companies and similar enterprises, warrants, stock purchase rights and synthetic and derivative instruments that have economic characteristics similar to equity securities. In general, the values of equity investments fluctuate in response to the activities of individual companies and in response to general market and economic conditions. Accordingly, the values of the equity investments that a Fund holds may decline over short or extended periods. The stock markets tend to be cyclical, with periods when stock prices generally rise and periods when prices generally decline. This volatility means that the value of your investment in the Funds may increase or decrease. In recent years, certain stock markets have experienced substantial price volatility.
 
  To the extent that a Fund invests in fixed-income securities, that Fund will also be subject to the risks associated with its fixed-income securities. These risks include interest rate risk, credit risk and call/extension risk. In general, interest rate risk involves the risk that when interest rates decline, the market value of fixed-income securities tends to increase (although many mortgage-related securities will have less potential than other debt securities for capital appreciation during periods of declining rates). Conversely, when interest rates increase, the market value of fixed-income securities tends to decline. Credit risk involves the risk that an issuer or guarantor could default on its obligations, and a Fund will not recover its investment. Call risk and extension risk are normally present in mortgage-backed securities and asset-backed securities. For example, homeowners have the option to prepay their mortgages. Therefore, the duration of a security backed by home mortgages can either shorten (call risk) or lengthen (extension risk). In general, if interest rates on new mortgage loans fall sufficiently below the interest rates on existing outstanding mortgage loans, the rate of prepayment would be expected to increase. Conversely, if mortgage loan interest rates rise above the interest rates on existing outstanding mortgage loans, the rate of prepayment would be expected to decrease. In either case, a change in the prepayment rate can result in losses to

 
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  investors. The same would be true of asset-backed securities such as securities backed by car loans.
 
  The Investment Adviser will not consider the portfolio turnover rate a limiting factor in making investment decisions for a Fund. A high rate of portfolio turnover (100% or more) involves correspondingly greater expenses which must be borne by a Fund and its shareholders, and is also likely to result in higher short-term capital gains taxable to shareholders. The portfolio turnover rate is calculated by dividing the lesser of the dollar amount of sales or purchases of portfolio securities by the average monthly value of a Fund’s portfolio securities, excluding securities having a maturity at the date of purchase of one year or less. See “Financial Highlights” in Appendix B for a statement of the Funds’ historical portfolio turnover rates.
 
  The following sections provide further information on certain types of securities and investment techniques that may be used by the Funds, including their associated risks. Additional information is provided in the Additional Statement, which is available upon request. Among other things, the Additional Statement describes certain fundamental investment restrictions that cannot be changed without shareholder approval. You should note, however, that all investment objectives and all investment policies not specifically designated as fundamental are non-fundamental, and may be changed without shareholder approval. If there is a change in a Fund’s investment objective, you should consider whether that Fund remains an appropriate investment in light of your then current financial position and needs.

   B.  Other Portfolio Risks   

  Risks of Investing in Small Capitalization and Mid-Capitalization Companies. Each Fund may, to the extent consistent with its investment policies, invest in small and mid-capitalization companies. Investments in small and mid-capitalization companies involve greater risk and portfolio price volatility than investments in larger capitalization stocks. Among the reasons for the greater price volatility of these investments are the less certain growth prospects of smaller firms and the lower degree of liquidity in the markets for such securities. Small and mid-capitalization companies may be thinly traded and may have to be sold at a discount from current market prices or in small lots over an extended period of time. In addition, these securities are subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities in particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic or market conditions, or adverse investor perceptions whether or not accurate. Because of the lack of sufficient market liquidity, a Fund may incur losses because it will be required to effect sales at a disadvantageous

 
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APPENDIX A

  time and only then at a substantial drop in price. Small and mid-capitalization companies include “unseasoned” issuers that do not have an established financial history; often have limited product lines, markets or financial resources; may depend on or use a few key personnel for management; and may be susceptible to losses and risks of bankruptcy. Small and mid-capitalization companies may be operating at a loss or have significant variations in operating results; may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence; may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position; and may have substantial borrowings or may otherwise have a weak financial condition. In addition, these companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing, and other capabilities, and a larger number of qualified managerial and technical personnel. Transaction costs for these investments are often higher than those of larger capitalization companies. Investments in small and mid-capitalization companies may be more difficult to price precisely than other types of securities because of their characteristics and lower trading volumes.
 
  Risks of Foreign Investments. The Funds may make foreign investments. Foreign investments involve special risks that are not typically associated with U.S. dollar denominated or quoted securities of U.S. issuers. Foreign investments may be affected by changes in currency rates, changes in foreign or U.S. laws or restrictions applicable to such investments and changes in exchange control regulations ( e.g. , currency blockage). A decline in the exchange rate of the currency ( i.e. , weakening of the currency against the U.S. dollar) in which a portfolio security is quoted or denominated relative to the U.S. dollar would reduce the value of the portfolio security. In addition, if the currency in which a Fund receives dividends, interest or other payments declines in value against the U.S. dollar before such income is distributed as dividends to shareholders or converted to U.S. dollars, the Fund may have to sell portfolio securities to obtain sufficient cash to pay such dividends.
 
  Brokerage commissions, custodial services and other costs relating to investment in international securities markets generally are more expensive than in the United States. In addition, clearance and settlement procedures may be different in foreign countries and, in certain markets, such procedures have been unable to keep pace with the volume of securities transactions, thus making it difficult to conduct such transactions.
 
  Foreign issuers are not generally subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to U.S. issuers. There may be less publicly available information about a foreign issuer than about a U.S.

 
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  issuer. In addition, there is generally less government regulation of foreign markets, companies and securities dealers than in the United States, and the legal remedies for investors may be more limited than the remedies available in the United States. Foreign securities markets may have substantially less volume than U.S. securities markets and securities of many foreign issuers are less liquid and more volatile than securities of comparable domestic issuers. Furthermore, with respect to certain foreign countries, there is a possibility of nationalization, expropriation or confiscatory taxation, imposition of withholding or other taxes on dividend or interest payments (or, in some cases, capital gains distributions), limitations on the removal of funds or other assets from such countries, and risks of political or social instability or diplomatic developments which could adversely affect investments in those countries.
 
  Concentration of a Fund’s assets in one or a few countries and currencies will subject a Fund to greater risks than if a Fund’s assets were not geographically concentrated.
 
  Investment in sovereign debt obligations by a Fund involves risks not present in debt obligations of corporate issuers. The issuer of the debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due in accordance with the terms of such debt, and a Fund may have limited recourse to compel payment in the event of a default. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt, and in turn a Fund’s NAV, to a greater extent than the volatility inherent in debt obligations of U.S. issuers.
 
  A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward international lenders, and the political constraints to which a sovereign debtor may be subject.
 
  Investments in foreign securities may take the form of sponsored and unsponsored American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), European Depositary Receipts (“EDRs”) or other similar instruments representing securities of foreign issuers. ADRs, GDRs and EDRs represent the right to receive securities of foreign issuers deposited in a bank or other depository. ADRs and certain GDRs are traded in the United States. GDRs may be traded in either the United States or in foreign markets. EDRs are traded primarily outside the United States. Prices of ADRs are quoted in U.S. dollars. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security.

 
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APPENDIX A

  Risks of Euro. On January 1, 1999, the European Economic and Monetary Union (EMU) introduced a new single currency called the euro. The euro has replaced the national currencies of the following member countries: Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain. In addition, Cyprus, the Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia and Slovenia became members of the EMU on May 1, 2004, but these countries will not adopt the euro as their new currency until they can show that their economies have converged with the economies of the euro zone.
 
  The European Central Bank has control over each country’s monetary policies. Therefore, the member countries no longer control their own monetary policies by directing independent interest rates for their currencies. The national governments of the participating countries, however, have retained the authority to set tax and spending policies and public debt levels.
 
  The change to the euro as a single currency is relatively new and untested. The elimination of currency risk among EMU countries has affected the economic environment and behavior of investors, particularly in European markets, but the long-term impact of those changes on currency values or on the business or financial condition of European countries and issuers cannot be fully assessed at this time. In addition, the introduction of the euro presents other unique uncertainties, including the fluctuation of the euro relative to non-euro currencies; whether the interest rate, tax and labor regimes of European countries participating in the euro will converge over time; and whether the conversion of the currencies of other countries that now are or may in the future become members of the European Union (“EU”) will have an impact on the euro. Also, it is possible that the euro could be abandoned in the future by countries that have already adopted its use. In May and June 2005, voters in France and the Netherlands rejected ratification of the EU Constitution causing some other countries to postpone moves toward ratification. These or other events, including political and economic developments, could cause market disruptions, and could adversely affect the value of securities held by the Funds. Because of the number of countries using this single currency, a significant portion of the assets held by the Funds may be denominated in the euro.
 
  Risks of Emerging Countries. Certain Funds may invest in securities of issuers located in emerging countries. The risks of foreign investment are heightened when the issuer is located in an emerging country. Emerging countries are generally located in the Asia and Pacific regions, Eastern Europe, Latin and South America and Africa. A Fund’s purchase and sale of portfolio securities in certain emerging countries may be constrained by limitations relating to daily changes in the prices

 
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  of listed securities, periodic trading or settlement volume and/or limitations on aggregate holdings of foreign investors. Such limitations may be computed based on the aggregate trading volume by or holdings of a Fund, the Investment Adviser, its affiliates and their respective clients and other service providers. A Fund may not be able to sell securities in circumstances where price, trading or settlement volume limitations have been reached.
 
  Foreign investment in the securities markets of certain emerging countries is restricted or controlled to varying degrees which may limit investment in such countries or increase the administrative costs of such investments. For example, certain Asian countries require governmental approval prior to investments by foreign persons or limit investment by foreign persons to only a specified percentage of an issuer’s outstanding securities or a specific class of securities which may have less advantageous terms (including price) than securities of the issuer available for purchase by nationals. In addition, certain countries may restrict or prohibit investment opportunities in issuers or industries deemed important to national interests. Such restrictions may affect the market price, liquidity and rights of securities that may be purchased by a Fund. The repatriation of both investment income and capital from certain emerging countries is subject to restrictions such as the need for governmental consents. In situations where a country restricts direct investment in securities (which may occur in certain Asian and other countries), a Fund may invest in such countries through other investment funds in such countries.
 
  Many emerging countries have experienced currency devaluations and substantial (and, in some cases, extremely high) rates of inflation. Other emerging countries have experienced economic recessions. These circumstances have had a negative effect on the economies and securities markets of such emerging countries. Economies in emerging countries generally are dependent heavily upon commodity prices and international trade and, accordingly, have been and may continue to be affected adversely by the economies of their trading partners, trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade.
 
  Many emerging countries are subject to a substantial degree of economic, political and social instability. Governments of some emerging countries are authoritarian in nature or have been installed or removed as a result of military coups, while governments in other emerging countries have periodically used force to suppress civil dissent. Disparities of wealth, the pace and success of democratization, and ethnic, religious and racial disaffection, among other factors, have also led to social unrest, violence and/or labor unrest in some emerging countries. Unanticipated political or social developments may result in sudden and significant investment losses. Investing in emerging countries involves greater risk of loss due to

 
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APPENDIX A

  expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and on repatriation of capital invested. As an example, in the past some Eastern European governments have expropriated substantial amounts of private property, and many claims of the property owners have never been fully settled. There is no assurance that similar expropriations will not recur in Eastern European or other countries.
 
  A Fund’s investment in emerging countries may also be subject to withholding or other taxes, which may be significant and may reduce the return from an investment in such countries to the Fund.
 
  Settlement procedures in emerging countries are frequently less developed and reliable than those in the United States and may involve a Fund’s delivery of securities before receipt of payment for their sale. In addition, significant delays may occur in certain markets in registering the transfer of securities. Settlement or registration problems may make it more difficult for a Fund to value its portfolio securities and could cause the Fund to miss attractive investment opportunities, to have a portion of its assets uninvested or to incur losses due to the failure of a counterparty to pay for securities the Fund has delivered or the Fund’s inability to complete its contractual obligations because of theft or other reasons.
 
  The creditworthiness of the local securities firms used by a Fund in emerging countries may not be as sound as the creditworthiness of firms used in more developed countries. As a result, the Fund may be subject to a greater risk of loss if a securities firm defaults in the performance of its responsibilities.
 
  The small size and inexperience of the securities markets in certain emerging countries and the limited volume of trading in securities in those countries may make a Fund’s investments in such countries less liquid and more volatile than investments in countries with more developed securities markets (such as the United States, Japan and most Western European countries). A Fund’s investments in emerging countries are subject to the risk that the liquidity of a particular investment, or investments generally, in such countries will shrink or disappear suddenly and without warning as a result of adverse economic, market or political conditions or adverse investor perceptions, whether or not accurate. Because of the lack of sufficient market liquidity, a Fund may incur losses because it will be required to effect sales at a disadvantageous time and only then at a substantial drop in price. Investments in emerging countries may be more difficult to price precisely because of the characteristics discussed above and lower trading volumes.
 
  A Fund’s use of foreign currency management techniques in emerging countries may be limited. The Investment Adviser anticipates that a significant portion of the

 
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  Funds’ currency exposure in emerging countries may not be covered by these techniques.
 
  Risks of Derivative Investments. A Fund’s transactions, if any, in options, futures, options on futures, swaps, interest rate caps, floors and collars, structured securities and foreign currency transactions involve additional risk of loss. Loss can result from a lack of correlation between changes in the value of derivative instruments and the portfolio assets (if any) being hedged, the potential illiquidity of the markets for derivative instruments, or the risks arising from margin requirements and related leverage factors associated with such transactions. The use of these management techniques also involves the risk of loss if the Investment Adviser is incorrect in its expectation of fluctuations in securities prices, interest rates or currency prices. Each Fund may also invest in derivative investments for non-hedging purposes (that is, to seek to increase total return). Investing for non-hedging purposes is considered a speculative practice and presents even greater risk of loss.
 
  Risks of Illiquid Securities. Each Fund may invest up to 15% of its net assets in illiquid securities which cannot be disposed of in seven days in the ordinary course of business at fair value. Illiquid securities include:
  n   Both domestic and foreign securities that are not readily marketable
  n   Certain stripped mortgage-backed securities
  n   Repurchase agreements and time deposits with a notice or demand period of more than seven days
  n   Certain over-the-counter options
  n   Certain structured securities and all swap transactions
  n   Certain restricted securities, unless it is determined, based upon a review of the trading markets for a specific restricted security, that such restricted security is liquid because it is so-called “4(2) commercial paper” or is otherwise eligible for resale pursuant to Rule 144A under the Securities Act of 1933 (“144A Securities”).

  Investing in 144A Securities may decrease the liquidity of a Fund’s portfolio to the extent that qualified institutional buyers become for a time uninterested in purchasing these restricted securities. The purchase price and subsequent valuation of restricted and illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists.
 
  Credit/Default Risks. Debt securities purchased by the Funds may include securities (including zero coupon bonds) issued by the U.S. government (and its agencies, instrumentalities and sponsored enterprises), foreign governments, domestic and foreign corporations, banks and other issuers. Some of these fixed-

 
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APPENDIX A

  income securities are described in the next section below. Further information is provided in the Additional Statement.
 
  Debt securities rated BBB or higher by Standard & Poor’s Rating Group (“Standard & Poor’s”), Baa or higher by Moody’s Investors Service, Inc. (“Moody’s”) or having a comparable rating by another NRSRO are considered “investment grade.” Securities rated BBB or Baa are considered medium-grade obligations with speculative characteristics, and adverse economic conditions or changing circumstances may weaken their issuers’ capacity to pay interest and repay principal. A security will be deemed to have met a rating requirement if it receives the minimum required rating from at least one such rating organization even though it has been rated below the minimum rating by one or more other rating organizations, or if unrated by such rating organizations, the security is determined by the Investment Adviser to be of comparable credit quality. If a security satisfies a Fund’s minimum rating requirement at the time of purchase and is subsequently downgraded below that rating, the Fund will not be required to dispose of the security. If a downgrade occurs, the Investment Adviser will consider what action, including the sale of the security, is in the best interest of a Fund and its shareholders.
 
  The Funds may invest in fixed-income securities rated BB or Ba or below (or comparable unrated securities) which are commonly referred to as “junk bonds.” Junk bonds are considered predominantly speculative and may be questionable as to principal and interest payments.
 
  In some cases, junk bonds may be highly speculative, have poor prospects for reaching investment grade standing and be in default. As a result, investment in such bonds will present greater speculative risks than those associated with investment in investment grade bonds. Also, to the extent that the rating assigned to a security in a Fund’s portfolio is downgraded by a rating organization, the market price and liquidity of such security may be adversely affected.
 
  Risks of Initial Public Offerings. The Funds may invest in IPOs. An IPO is a company’s first offering of stock to the public. IPO risk is the risk that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. When a Fund’s asset base is small, a significant portion of the Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the Fund’s assets grow, the effect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reduce the Fund’s performance. Because of the

 
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  price volatility of IPO shares, a Fund may choose to hold IPO shares for a very short period of time. This may increase the turnover of the Fund’s portfolio and may lead to increased expenses to the Fund, such as commissions and transaction costs. By selling IPO shares, the Fund may realize taxable gains it will subsequently distribute to shareholders. In addition, the market for IPO shares can be speculative and/or inactive for extended periods of time. There is no assurance that a Fund will be able to obtain allocable portions of IPO shares. The limited number of shares available for trading in some IPOs may make it more difficult for a Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. Investors in IPO shares can be affected by substantial dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders.
 
  Temporary Investment Risks. Each Fund may, for temporary defensive purposes, invest a certain percentage of its total assets in:
  n   U.S. government securities
  n   Commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO
  n   Certificates of deposit
  n   Bankers’ acceptances
  n   Repurchase agreements
  n   Non-convertible preferred stocks and non-convertible corporate bonds with a remaining maturity of less than one year

  When a Fund’s assets are invested in such instruments, the Fund may not be achieving its investment objective.

   C.  Portfolio Securities and Techniques   

  This section provides further information on certain types of securities and investment techniques that may be used by the Funds, including their associated risks.
 
  The Funds may purchase other types of securities or instruments similar to those described in this section if otherwise consistent with the Fund’s investment objectives and policies. Further information is provided in the Additional Statement, which is available upon request.
 
  Convertible Securities. Each Fund may invest in convertible securities. Convertible securities are preferred stock or debt obligations that are convertible into common stock. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. Convertible securities in which a Fund invests are subject to the same rating criteria as its other investments in fixed-

 
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APPENDIX A

  income securities. Convertible securities have both equity and fixed-income risk characteristics. Like all fixed-income securities, the value of convertible securities is susceptible to the risk of market losses attributable to changes in interest rates. Generally, the market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. However, when the market price of the common stock underlying a convertible security exceeds the conversion price of the convertible security, the convertible security tends to reflect the market price of the underlying common stock. As the market price of the underlying common stock declines, the convertible security, like a fixed-income security, tends to trade increasingly on a yield basis, and thus may not decline in price to the same extent as the underlying common stock.
 
  Foreign Currency Transactions. A Fund may, to the extent consistent with its investment policies, purchase or sell foreign currencies on a cash basis or through forward contracts. A forward contract involves an obligation to purchase or sell a specific currency at a future date at a price set at the time of the contract. A Fund may engage in foreign currency transactions for hedging purposes and to seek to protect against anticipated changes in future foreign currency exchange rates. In addition, certain Funds may enter into foreign currency transactions to seek a closer correlation between the Fund’s overall currency exposures and the currency exposures of the Fund’s performance benchmark. Certain Funds may also enter into such transactions to seek to increase total return, which is considered a speculative practice.
 
  Some Funds may also engage in cross-hedging by using forward contracts in a currency different from that in which the hedged security is denominated or quoted. A Fund may hold foreign currency received in connection with investments in foreign securities when, in the judgment of the Investment Adviser, it would be beneficial to convert such currency into U.S. dollars at a later date ( e.g. , the Investment Adviser may anticipate the foreign currency to appreciate against the U.S. dollar).
 
  Currency exchange rates may fluctuate significantly over short periods of time, causing, along with other factors, a Fund’s NAV to fluctuate (when the Fund’s NAV fluctuates, the value of your shares may go up or down). Currency exchange rates also can be affected unpredictably by the intervention of U.S. or foreign governments or central banks, or the failure to intervene, or by currency controls or political developments in the United States or abroad.
 
  The market in forward foreign currency exchange contracts, currency swaps and other privately negotiated currency instruments offers less protection against defaults by the other party to such instruments than is available for currency instruments traded on an exchange. Such contracts are subject to the risk that the

 
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  counterparty to the contract will default on its obligations. Since these contracts are not guaranteed by an exchange or clearinghouse, a default on a contract would deprive a Fund of unrealized profits, transaction costs or the benefits of a currency hedge or could force the Fund to cover its purchase or sale commitments, if any, at the current market price.
 
  Structured Securities. Each Fund may invest in structured securities. Structured securities are securities whose value is determined by reference to changes in the value of specific currencies, interest rates, commodities, indices or other financial indicators (the “Reference”) or the relative change in two or more References.
 
  The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference. Structured securities may be positively or negatively indexed, so that appreciation of the Reference may produce an increase or decrease in the interest rate or value of the security at maturity. In addition, changes in the interest rates or the value of the security at maturity may be a multiple of changes in the value of the Reference. Consequently, structured securities may present a greater degree of market risk than many types of securities and may be more volatile, less liquid and more difficult to price accurately than less complex securities.
 
  REITs. Each Fund may invest in REITs. REITs are pooled investment vehicles that invest primarily in either real estate or real estate related loans. The value of a REIT is affected by changes in the value of the properties owned by the REIT or securing mortgage loans held by the REIT. REITs are dependent upon the ability of the REITs’ managers, and are subject to heavy cash flow dependency, default by borrowers and the qualification of the REITs under applicable regulatory requirements for favorable income tax treatment. REITs are also subject to risks generally associated with investments in real estate including possible declines in the value of real estate, general and local economic conditions, environmental problems and changes in interest rates. To the extent that assets underlying a REIT are concentrated geographically, by property type or in certain other respects, these risks may be heightened. A Fund will indirectly bear its proportionate share of any expenses, including management fees, paid by a REIT in which it invests.
 
  Options on Securities, Securities Indices and Foreign Currencies. A put option gives the purchaser of the option the right to sell, and the writer (seller) of the option the obligation to buy, the underlying instrument during the option period. A call option gives the purchaser of the option the right to buy, and the writer (seller) of the option the obligation to sell, the underlying instrument during the option period. Each Fund may write (sell) covered call and put options and purchase put and call options on any securities in which the Fund may invest or on any securities index consisting of securities in which it may invest. A Fund may also, to

 
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APPENDIX A

  the extent consistent with its investment policies, purchase and sell (write) put and call options on foreign currencies.
 
  The writing and purchase of options is a highly specialized activity which involves special investment risks. Options may be used for either hedging or cross-hedging purposes, or to seek to increase total return (which is considered a speculative activity). The successful use of options depends in part on the ability of the Investment Adviser to manage future price fluctuations and the degree of correlation between the options and securities (or currency) markets. If the Investment Adviser is incorrect in its expectation of changes in market prices or determination of the correlation between the instruments or indices on which options are written and purchased and the instruments in a Fund’s investment portfolio, the Fund may incur losses that it would not otherwise incur. The use of options can also increase a Fund’s transaction costs. Options written or purchased by the Funds may be traded on either U.S. or foreign exchanges or over-the-counter. Foreign and over-the-counter options will present greater possibility of loss because of their greater illiquidity and credit risks.
 
  Futures Contracts and Options on Futures Contracts. Futures contracts are standardized, exchange-traded contracts that provide for the sale or purchase of a specified financial instrument or currency at a future time at a specified price. An option on a futures contract gives the purchaser the right (and the writer of the option the obligation) to assume a position in a futures contract at a specified exercise price within a specified period of time. A futures contract may be based on particular securities, foreign currencies, securities indices and other financial instruments and indices. The Funds may engage in futures transactions on both U.S. and foreign exchanges.
 
  Each Fund may purchase and sell futures contracts, and purchase and write call and put options on futures contracts, in order to seek to increase total return or to hedge against changes in interest rates, securities prices or, to the extent a Fund invests in foreign securities, currency exchange rates, or to otherwise manage its term structure, sector selection and duration in accordance with its investment objective and policies. Each Fund may also enter into closing purchase and sale transactions with respect to such contracts and options. The Trust, on behalf of each Fund, has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act, and therefore is not subject to registration or regulation as a pool operator under that Act with respect to the Funds.
 
  Futures contracts and related options present the following risks:
  n   While a Fund may benefit from the use of futures and options on futures, unanticipated changes in interest rates, securities prices or currency exchange

 
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  rates may result in poorer overall performance than if the Fund had not entered into any futures contracts or options transactions.
  n   Because perfect correlation between a futures position and a portfolio position that is intended to be protected is impossible to achieve, the desired protection may not be obtained and a Fund may be exposed to additional risk of loss.
  n   The loss incurred by a Fund in entering into futures contracts and in writing call options on futures is potentially unlimited and may exceed the amount of the premium received.
  n   Futures markets are highly volatile and the use of futures may increase the volatility of a Fund’s NAV.
  n   As a result of the low margin deposits normally required in futures trading, a relatively small price movement in a futures contract may result in substantial losses to a Fund.
  n   Futures contracts and options on futures may be illiquid, and exchanges may limit fluctuations in futures contract prices during a single day.
  n   Foreign exchanges may not provide the same protection as U.S. exchanges.

  Equity Swaps. Each Fund may invest in equity swaps. Equity swaps allow the parties to a swap agreement to exchange the dividend income or other components of return on an equity investment (for example, a group of equity securities or an index) for a component of return on another non-equity or equity investment.
 
  An equity swap may be used by a Fund to invest in a market without owning or taking physical custody of securities in circumstances in which direct investment may be restricted for legal reasons or is otherwise deemed impractical or disadvantageous. Equity swaps are derivatives and their value can be very volatile. To the extent that the Investment Adviser does not accurately analyze and predict the potential relative fluctuation of the components swapped with another party, a Fund may suffer a loss, which may be substantial. The value of some components of an equity swap (such as the dividends on a common stock) may also be sensitive to changes in interest rates. Furthermore, a Fund may suffer a loss if the counterparty defaults. Because equity swaps are normally illiquid, a Fund may be unable to terminate its obligations when desired.
 
  When-Issued Securities and Forward Commitments. Each Fund may purchase when-issued securities and make contracts to purchase or sell securities for a fixed price at a future date beyond customary settlement time. When-issued securities are securities that have been authorized, but not yet issued. When-issued securities are purchased in order to secure what is considered to be an advantageous price or yield to the Fund at the time of entering into the transaction. A forward commitment involves the entering into a contract to purchase or sell securities for a fixed price at a future date beyond the customary settlement period.

 
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APPENDIX A

  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, a Fund may dispose of when-issued securities or forward commitments prior to settlement if the Investment Adviser deems it appropriate.
 
  Repurchase Agreements. Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. Each Fund may enter into repurchase agreements with securities dealers and banks which furnish collateral at least equal in value or market price to the amount of their repurchase obligation.
 
  If the other party or “seller” defaults, a Fund might 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 bankruptcy of the seller, a Fund could suffer additional losses if a court determines that the Fund’s interest in the collateral is not enforceable.
 
  Certain Funds, together with other registered investment companies having advisory agreements with the Investment Adviser or any of its affiliates, may transfer uninvested cash balances into a single joint account, the daily aggregate balance of which will be invested in one or more repurchase agreements.
 
  Lending of Portfolio Securities. Each Fund may engage in securities lending. Securities lending involves the lending of securities owned by a Fund to financial institutions such as certain broker-dealers including, as permitted by the SEC, Goldman Sachs. The borrowers are required to secure their loans continuously with cash, cash equivalents, U.S. government securities or letters of credit in an amount at least equal to the market value of the securities loaned. Cash collateral may be invested by a Fund in short-term investments, including unregistered investment pools managed by the Investment Adviser or its affiliates and from which the Investment Adviser or its affiliates may receive fees. To the extent that cash collateral is so invested, such collateral will be subject to market depreciation or appreciation, and a Fund will be responsible for any loss that might result from its investment of the borrowers’ collateral. If the Investment Adviser determines to make securities loans, the value of the securities loaned may not exceed 33 1/3% of the value of the total assets of a Fund (including the loan collateral). Loan collateral (including any investment of the collateral) is not subject to the

 
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  percentage limitations described elsewhere in this Prospectus regarding investments in fixed-income securities and cash equivalents.
 
  A Fund may lend its securities to increase its income. A Fund may, however, experience delay in the recovery of its securities or incur a loss if the institution with which it has engaged in a portfolio loan transaction breaches its agreement with the Fund or becomes insolvent.
 
  Short Sales Against-the-Box. The Funds may make short sales against-the-box. A short sale against-the-box means that at all times when a short position is open the Fund will own an equal amount of securities sold short, or securities convertible into or exchangeable for, without payment of any further consideration, an equal amount of the securities of the same issuer as the securities sold short.
 
  Preferred Stock, Warrants and Rights. Each Fund may invest in preferred stock, warrants and rights. Preferred stocks are securities that represent an ownership interest providing the holder with claims on the issuer’s earnings and assets before common stock owners but after bond owners. Unlike debt securities, the obligations of an issuer of preferred stock, including dividend and other payment obligations, may not typically be accelerated by the holders of such preferred stock on the occurrence of an event of default or other non-compliance by the issuer of the preferred stock.
 
  Warrants and other rights are options to buy a stated number of shares of common stock at a specified price at any time during the life of the warrant or right. The holders of warrants and rights have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer.
 
  Other Investment Companies. Each Fund may invest in securities of other investment companies (including exchange-traded funds such as SPDRs and iShares SM , as defined below) subject to statutory limitations prescribed by the Investment Company Act of 1940. These limitations include a prohibition on any Fund acquiring more than 3% of the voting shares of any other investment company, and a prohibition on investing more than 5% of a Fund’s total assets in securities of any one investment company or more than 10% of its total assets in securities of all investment companies. A Fund will indirectly bear its proportionate share of any management fees and other expenses paid by such other investment companies. Although the Funds do not expect to do so in the foreseeable future, each Fund is authorized to invest substantially all of its assets in a single open-end investment company or series thereof that has substantially the same investment objective, policies and fundamental restrictions as the Fund. Pursuant to an exemptive order obtained from the SEC, other investment companies in which a

 
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APPENDIX A

  Fund may invest include money market funds which the Investment Adviser or any of its affiliates serves as investment adviser, administrator or distributor.
 
  Exchange-traded funds such as SPDRs and iShares SM are shares of unaffiliated investment companies which are traded like traditional equity securities on a national securities exchange or the NASDAQ ® National Market System.

  n   Standard & Poor’s Depositary Receipts™. The Funds may, consistent with their investment policies, purchase Standard & Poor’s Depositary Receipts™ (“SPDRs”). SPDRs are securities traded on an exchange (“AMEX”) that represent ownership in the SPDR Trust, a trust which has been established to accumulate and hold a portfolio of common stocks that is intended to track the price performance and dividend yield of the S&P 500 ® . SPDRs may be used for several reasons, including, but not limited to, facilitating the handling of cash flows or trading, or reducing transaction costs. The price movement of SPDRs may not perfectly parallel the price action of the S&P 500 ® .
 
  n   iShares SM . iShares are shares of an investment company that invests substantially all of its assets in securities included in specified indices, including the MSCI indices for various countries and regions. iShares are listed on an exchange and were initially offered to the public in 1996. The market prices of iShares are expected to fluctuate in accordance with both changes in the NAVs of their underlying indices and supply and demand of iShares on an exchange. However, iShares have a limited operating history and information is lacking regarding the actual performance and trading liquidity of iShares for extended periods or over complete market cycles. In addition, there is no assurance that the requirements of the exchange necessary to maintain the listing of iShares will continue to be met or will remain unchanged. In the event substantial market or other disruptions affecting iShares occur in the future, the liquidity and value of a Fund’s shares could also be substantially and adversely affected. If such disruptions were to occur, a Fund could be required to reconsider the use of iShares as part of its investment strategy.

  Unseasoned Companies. Each Fund may invest in companies which (together with their predecessors) have operated less than three years. The securities of such companies may have limited liquidity, which can result in their being priced higher or lower than might otherwise be the case. In addition, investments in unseasoned companies are more speculative and entail greater risk than do investments in companies with an established operating record.
 
  Corporate Debt Obligations. Corporate debt obligations include bonds, notes, debentures, commercial paper and other obligations of corporations to pay interest and repay principal. Each Fund may invest in corporate debt obligations issued by

 
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  U.S. and certain non-U.S. issuers which issue securities denominated in the U.S. dollar (including Yankee and Euro obligations). In addition to obligations of corporations, corporate debt obligations include securities issued by banks and other financial institutions and supranational entities ( i.e. , the World Bank, the International Monetary Fund, etc.).
 
  Bank Obligations. Each Fund may invest in obligations issued or guaranteed by U.S. or foreign banks. Bank obligations, including without limitation, time deposits, bankers’ acceptances and certificates of deposit, may be general obligations of the parent bank or may be limited to the issuing branch by the terms of the specific obligations or by government regulations. Banks are subject to extensive but different governmental regulations which may limit both the amount and types of loans which may be made and interest rates which may be charged. In addition, the profitability of the banking industry is largely dependent upon the availability and cost of funds for the purpose of financing lending operations under prevailing money market conditions. General economic conditions as well as exposure to credit losses arising from possible financial difficulties of borrowers play an important part in the operation of this industry.
 
  U.S. Government Securities. Each Fund may invest in U.S. Government Securities. U.S. Government Securities include U.S. Treasury obligations and obligations issued or guaranteed by U.S. government agencies, instrumentalities or sponsored enterprises. U.S. Government Securities may be supported by (a) the full faith and credit of the U.S. Treasury; (b) the right of the issuer to borrow from the U.S. Treasury; (c) the discretionary authority of the U.S. government to purchase certain obligations of the issuer; or (d) only the credit of the issuer. U.S. Government Securities also include Treasury receipts, zero coupon bonds and other stripped U.S. Government Securities, where the interest and principal components of stripped U.S. Government Securities are traded independently.
 
  Custodial Receipts and Trust Certificates. Each Fund may invest in custodial receipts and trust certificates representing interests in securities held by a custodian or trustee. The securities so held may include U.S. Government Securities or other types of securities in which a Fund may invest. The custodial receipts or trust certificates may evidence ownership of future interest payments, principal payments or both on the underlying securities, or, in some cases, the payment obligation of a third party that has entered into an interest rate swap or other arrangement with the custodian or trustee. For certain securities laws purposes, custodial receipts and trust certificates may not be considered obligations of the U.S. government or other issuer of the securities held by the custodian or trustee. If for tax purposes a Fund is not considered to be the owner of the underlying securities held in the custodial or trust account, the Fund may suffer adverse tax consequences. As a holder of

 
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APPENDIX A

  custodial receipts and trust certificates, a Fund will bear its proportionate share of the fees and expenses charged to the custodial account or trust. Each Fund may also invest in separately issued interests in custodial receipts and trust certificates.
 
  Mortgage-Backed Securities. The Funds may invest in mortgage-backed securities. Mortgage-backed securities represent direct or indirect participations in, or are collateralized by and payable from, mortgage loans secured by real property. Mortgage-backed securities can be backed by either fixed rate mortgage loans or adjustable rate mortgage loans, and may be issued by either a governmental or non-governmental entity. Privately issued mortgage-backed securities are normally structured with one or more types of “credit enhancement.” However, these mortgage-backed securities typically do not have the same credit standing as U.S. government guaranteed mortgage-backed securities.
 
  Mortgage-backed securities may include multiple class securities, including collateralized mortgage obligations (“CMOs”) and Real Estate Mortgage Investment Conduit (“REMIC”) pass-through or participation certificates. A REMIC is a CMO that qualifies for special tax treatment and invests in certain mortgages principally secured by interests in real property and other permitted investments. CMOs provide an investor with a specified interest in the cash flow from a pool of underlying mortgages or of other mortgage-backed securities. CMOs are issued in multiple classes each with a specified fixed or floating interest rate and a final scheduled distribution rate. In many cases, payments of principal are applied to the CMO classes in the order of their respective stated maturities, so that no principal payments will be made on a CMO class until all other classes having an earlier stated maturity date are paid in full.
 
  Sometimes, however, CMO classes are “parallel pay,” i.e. , payments of principal are made to two or more classes concurrently. In some cases, CMOs may have the characteristics of a stripped mortgage-backed security whose price can be highly volatile. CMOs may exhibit more or less price volatility and interest rate risk than other types of mortgage-related obligations, and under certain interest rate and payment scenarios, a Fund may fail to recoup fully its investment in certain of these securities regardless of their credit quality.
 
  Mortgaged-backed securities also include stripped mortgage-backed securities (“SMBS”), which are derivative multiple class mortgage-backed securities. SMBS are usually structured with two different classes: one that receives substantially all of the interest payments and the other that receives substantially all of the principal payments from a pool of mortgage loans. The market value of SMBS consisting entirely of principal payments generally is unusually volatile in response to changes in interest rates. The yields on SMBS that receive all or most of the interest from mortgage loans are generally higher than prevailing market yields on other

 
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  mortgage-backed securities because their cash flow patterns are more volatile and there is a greater risk that the initial investment will not be fully recouped.
 
  Asset-Backed Securities. The Funds may invest in asset-backed securities. Asset-backed securities are securities whose principal and interest payments are collateralized by pools of assets such as auto loans, credit card receivables, leases, installment contracts and personal property. Asset-backed securities are often subject to more rapid repayment than their stated maturity date would indicate as a result of the pass-through of prepayments of principal on the underlying loans. During periods of declining interest rates, prepayment of loans underlying asset-backed securities can be expected to accelerate. Accordingly, a Fund’s ability to maintain positions in such securities will be affected by reductions in the principal amount of such securities resulting from prepayments, and its ability to reinvest the returns of principal at comparable yields is subject to generally prevailing interest rates at that time. Asset-backed securities present credit risks that are not presented by mortgage-backed securities. This is because asset-backed securities generally do not have the benefit of a security interest in collateral that is comparable to mortgage assets. If the issuer of an asset-backed security defaults on its payment obligations, there is the possibility that, in some cases, the Fund will be unable to possess and sell the underlying collateral and that the Fund’s recoveries on repossessed collateral may not be available to support payments on the securities. In the event of a default, a Fund may suffer a loss if it cannot sell collateral quickly and receive the amount it is owed.
 
  Borrowings. Each Fund can borrow money from banks and other financial institutions in amounts not exceeding one-third of its total assets for temporary or emergency purposes. A Fund may not make additional investments if borrowings exceed 5% of its total assets.

 
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  Appendix B
Financial Highlights
 
  The financial highlights tables are intended to help you understand a Fund’s financial performance for the past five years (or less if the Fund has not been in operation for five years). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions). As of the date of this Prospectus, Service Shares of the Asia Equity Fund had not commenced operations, therefore no financial highlights are provided below. The information has been audited by PricewaterhouseCoopers LLP, whose report, along with a Fund’s financial statements, is included in the Funds’ annual reports (available upon request).

INTERNATIONAL EQUITY FUND

                                           
International Equity Fund— Service Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 14.82     $ 13.38     $ 13.00     $ 15.71     $ 23.65  
   
Income (loss) from investment operations
                                       
Net investment income b
    0.06       0.02       0.06       0.04       0.02  
Net realized and unrealized gain (loss)
    3.34       1.96       0.55       (2.64 )     (5.83 )
   
 
Total from investment operations
    3.40       1.98       0.61       (2.60 )     (5.81 )
   
Distributions to shareholders
                                       
From net investment income
    (0.31 )     (0.54 )     (0.23 )     (0.11 )      
From net realized gains
                            (2.13 )
   
 
Total distributions
    (0.31 )     (0.54 )     (0.23 )     (0.11 )     (2.13 )
   
Net asset value, end of year
  $ 17.91     $ 14.82     $ 13.38     $ 13.00     $ 15.71  
   
Total return a
    23.17 %     14.90 %     4.93 %     (16.63 )%     (26.41 )%
Net assets, end of year (in 000s)
  $ 426     $ 542     $ 1,270     $ 5,122     $ 5,621  
Ratio of net expenses to average net assets
    1.64 %     1.64 %     1.65 %     1.65 %     1.64 %
Ratio of net investment income to average net assets
    0.39 %     0.12 %     0.52 %     0.25 %     0.12 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.70 %     1.71 %     1.72 %     1.71 %     1.68 %
Ratio of net investment income to average net assets
    0.33 %     0.05 %     0.45 %     0.19 %     0.08 %
Portfolio turnover rate
    49 %     78 %     62 %     118 %     63 %

See page 86 for all footnotes.

 
81


 

EUROPEAN EQUITY FUND

                                           
European Equity Fund—Service Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 9.93     $ 8.25     $ 7.70     $ 9.38     $ 13.86  
   
Income (loss) from investment operations
                                       
Net investment income b
    0.11       0.06       0.07       0.06       0.02  
Net realized and unrealized gain (loss)
    2.31       1.72       0.54       (1.46 )     (2.94 )
   
 
Total from investment operations
    2.42       1.78       0.61       (1.40 )     (2.92 )
   
Distributions to shareholders
                                       
From net investment income
    (0.15 )     (0.10 )     (0.06 )            
From net realized gains
                      (0.28 )     (1.56 )
   
 
Total distributions
    (0.15 )     (0.10 )     (0.06 )     (0.28 )     (1.56 )
   
Net asset value, end of year
  $ 12.20     $ 9.93     $ 8.25     $ 7.70     $ 9.38  
   
Total return a
    24.53 %     21.66 %     7.96 %     (15.29 )%     (23.16 )%
Net assets, end of year (in 000s)
  $ 899     $ 102     $ 2     $ 2     $ 2  
Ratio of net expenses to average
net assets
    1.64 %     1.64 %     1.67 %     1.66 %     1.64 %
Ratio of net investment income to average net assets
    0.86 %     0.60 %     0.98 %     0.64 %     0.14 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.56 %     2.56 %     2.74 %     2.39 %     2.02 %
Ratio of net investment loss to average net assets
    (0.06 )%     (0.32 )%     (0.09 )%     (0.09 )%     (0.24 )%
Portfolio turnover rate
    70 %     51 %     131 %     88 %     110 %

See page 86 for all footnotes.

 
82


 

APPENDIX B

JAPANESE EQUITY FUND

                                           
Japanese Equity Fund— Service Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 8.75     $ 7.47     $ 7.77     $ 8.88     $ 15.83  
   
Income (loss) from investment operations
                                       
Net investment loss b
    (0.05 )     (0.04 )     (0.04 )     (0.07 )     (0.11 )
Net realized and unrealized gain (loss)
    1.03       1.33       (0.26 )     (0.96 )     (5.83 )
   
 
Total from investment operations
    0.98       1.29       (0.30 )     (1.03 )     (5.94 )
   
Distributions to shareholders
                                       
From net investment income
          (0.01 )                  
From net realized gains
                      (0.08 )     (1.01 )
   
 
Total distributions
          (0.01 )           (0.08 )     (1.01 )
   
Net asset value, end of year
  $ 9.73     $ 8.75     $ 7.47     $ 7.77     $ 8.88  
   
Total return a
    11.20 %     17.27 %     (3.86 )%     (11.65 )%     (39.44 )%
Net assets, end of year (in 000s)
  $ 2     $ 2     $ 1     $ 1     $ 2  
Ratio of net expenses to average net assets
    1.65 %     1.65 %     1.69 %     1.68 %     1.65 %
Ratio of net investment loss to average net assets
    (0.48 )%     (0.47 )%     (0.54 )%     (0.88 )%     (0.94 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.21 %     2.26 %     3.00 %     3.04 %     2.14 %
Ratio of net investment loss to average net assets
    (1.04 )%     (1.08 )%     (1.85 )%     (2.24 )%     (1.43 )%
Portfolio turnover rate
    82 %     111 %     115 %     98 %     75 %

See page 86 for all footnotes.

 
83


 

INTERNATIONAL SMALL CAP FUND

                                           
International Small Cap Fund— Service Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 12.06     $ 9.29     $ 8.01     $ 9.85     $ 16.16  
   
Income (loss) from investment operations
                                       
Net investment income (loss) b
    0.01       0.09       0.03       (0.04 )     (0.10 )
Net realized and unrealized gain (loss)
    3.89       2.73       1.25       (1.80 )     (5.23 )
   
 
Total from investment operations
    3.90       2.82       1.28       (1.84 )     (5.33 )
   
Distributions to shareholders
                                       
From net investment income
    (0.16 )     (0.05 )                  
From net realized gains
                            (0.98 )
   
 
Total distributions
    (0.16 )     (0.05 )                 (0.98 )
   
Net asset value, end of year
  $ 15.80     $ 12.06     $ 9.29     $ 8.01     $ 9.85  
   
Total return a
    32.54 %     30.38 %     15.98 %     (18.68 )%     (34.17 )%
Net assets, end of year (in 000s)
  $ 217     $ 213     $ 56     $ 25     $ 8  
Ratio of net expenses to average net assets
    1.74 %     1.74 %     1.76 %     1.88 %     1.90 %
Ratio of net investment income (loss) to average net assets
    0.06 %     0.73 %     0.34 %     (0.49 )%     (0.86 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.05 %     2.32 %     2.51 %     2.22 %     1.98 %
Ratio of net investment income (loss) to average net assets
    (0.25 )%     0.15 %     (0.41 )%     (0.83 )%     (0.94 )%
Portfolio turnover rate
    67 %     99 %     87 %     56 %     64 %

See page 86 for all footnotes.

 
84


 

APPENDIX B

EMERGING MARKETS EQUITY FUND

                                           
Emerging Markets Equity Fund— Service Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Net asset value, beginning of year
  $ 10.38     $ 9.06     $ 7.07     $ 7.12     $ 10.63  
   
Income (loss) from investment operations
                                       
Net investment income (loss) b
    0.08       0.06       0.04       (0.06 )     0.08  
Net realized and unrealized gain (loss)
    5.13       1.33       1.95       0.01       (3.23 )
   
 
Total from investment operations
    5.21       1.39       1.99       (0.05 )     (3.15 )
   
Distributions to shareholders
                                       
From net investment income
    (0.03 )     (0.07 )                  
From net realized gains
                            (0.36 )
   
 
Total distributions
    (0.03 )     (0.07 )                 (0.36 )
   
Net asset value, end of year
  $ 15.56     $ 10.38     $ 9.06     $ 7.07     $ 7.12  
   
Total return a
    50.25 %     15.36 %     28.15 %     (0.70 )%     (30.08 )%
Net assets, end of year (in 000s)
  $ 1,655     $ 567     $ 185     $ 50     $ 8  
Ratio of net expenses to average net assets
    2.09 %     2.09 %     2.10 %     2.10 %     1.55 %
Ratio of net investment income (loss) to average net assets
    0.58 %     0.56 %     0.52 %     (0.93 )%     0.97 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.16 %     2.24 %     2.27 %     2.41 %     2.34 %
Ratio of net investment income (loss) to average net assets
    0.51 %     0.41 %     0.35 %     (1.24 )%     0.18 %
Portfolio turnover rate
    91 %     150 %     82 %     104 %     139 %

See page 86 for all footnotes.

 
85


 

Footnotes:
a
Assumes investment at the net asset value at the beginning of the year, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the year and no sales or redemption charges. Total return would be reduced if a sales or redemption charge were taken into account. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
b
Calculated based on the average shares outstanding methodology.

 
86


 

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  Index
         
    1 General Investment Management Approach
 
    2 Fund Investment Objectives and Strategies
    2   Goldman Sachs International Equity Fund
    4   Goldman Sachs European Equity Fund
    6   Goldman Sachs Japanese Equity Fund
    8   Goldman Sachs International Small Cap Fund
    10   Goldman Sachs Emerging Markets Equity Fund
    12   Goldman Sachs Asia Equity Fund
 
    14 Other Investment Practices and Securities
 
    18 Principal Risks of the Funds
 
    22 Fund Performance
 
    30 Fund Fees and Expenses
 
    35 Service Providers
 
    44 Dividends
 
    45 Shareholder Guide
    45   How To Buy Shares
    51   How to Sell Shares
 
    59 Taxation
 
    61 Appendix A
     Additional Information on
     Portfolio Risks, Securities
     and Techniques
 
    81 Appendix B
     Financial Highlights


 

 
  International Equity Funds
Prospectus
(Service Shares)

   FOR MORE INFORMATION   

  Annual/Semi-annual Report
  Additional information about the Funds’ investments is available in the Funds’ annual and semi-annual reports to shareholders. In the Funds’ annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during the last fiscal year. A discussion regarding the basis for the Board of Trustees’ approval of the Management Agreement for the Funds is available in the Funds’ annual report dated August 31, 2005.
 
  Statement of Additional Information
  Additional information about the Funds and their policies is also available in the Funds’ Additional Statement. The Additional Statement is incorporated by reference into this Prospectus (is legally considered part of this Prospectus).
 
  The Funds’ annual and semi-annual reports, and the Additional Statement, are available free upon request by calling Goldman Sachs at 1-800-621-2550. You can also access and download the annual and semi-annual reports and the Additional Statement at the Funds’ website: http://www.gs.com/funds.
 
  To obtain other information and for shareholder inquiries:

     
     n  By telephone:
  1-800-621-2550
     n  By mail:
  Goldman Sachs Funds, 71 S. Wacker Dr., Suite 500
Chicago, IL 60606
     n  By e-mail:
  gs-funds@gs.com
     n  On the Internet:
  SEC EDGAR database: http://www.sec.gov
Goldman Sachs: http:/www.gs.com/funds

  You may review and obtain copies of Fund documents (including the Additional Statement) by visiting the SEC’s public reference room in Washington, D.C. You may also obtain copies of Fund documents, after paying a duplicating fee, by writing to the SEC’s Public Reference Section, Washington, D.C. 20549-0102 or by electronic request to: publicinfo@sec.gov. Information on the operation of the public reference room may be obtained by calling the SEC at (202) 942-8090.

The Funds’ investment company registration number is 811-5349.

GSAM ® is a registered service mark of Goldman, Sachs & Co.

EQINTLPROSVC

(GOLDMAN SACHS LOGO)


 

Prospectus
  Class A, B
and C Shares
 
  December 29, 2005

 GOLDMAN SACHS DOMESTIC EQUITY FUNDS
     
(GRAPHIC)
  n  Goldman Sachs Balanced Fund

n
 Goldman Sachs Research Select Fund SM

n
 Goldman Sachs Capital Growth Fund

n
 Goldman Sachs Growth and Income Fund

n
 Goldman Sachs Large Cap Value Fund

n
 Goldman Sachs Strategic Growth Fund

n
 Goldman Sachs Concentrated Growth Fund

n
 Goldman Sachs Mid Cap Value Fund

n
 Goldman Sachs Growth Opportunities Fund

n
 Goldman Sachs Small/ Mid Cap Growth Fund

n
 Goldman Sachs Small Cap Value Fund

 
  THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
 
  AN INVESTMENT IN A FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN A FUND INVOLVES INVESTMENT RISKS, AND YOU MAY LOSE MONEY IN A FUND.
 
(GOLDMAN SACHS LOGO)  


 

         

NOT FDIC-INSURED   May Lose Value   No Bank Guarantee


 

 
  General Investment
Management Approach
 
  Goldman Sachs Asset Management, L.P. (“GSAM ® ”) serves as investment adviser to the Balanced, Research Select, Capital Growth, Growth and Income, Large Cap Value, Strategic Growth, Concentrated Growth, Mid Cap Value, Growth Opportunities, Small/Mid Cap Growth and Small Cap Value Funds. GSAM is referred to in this Prospectus as the “Investment Adviser.”

   VALUE STYLE FUNDS   

  GSAM’s Value Investment Philosophy:
  Through intensive, firsthand fundamental research our portfolio team seeks to identify quality businesses selling at compelling valuations.

  1.  Businesses represent compelling value when:
  n   Market uncertainty exists.
  n   Their economic value is not recognized by the market.

  2.  By quality, we mean companies that have:
  n   Sustainable operating or competitive advantage.
  n   Excellent stewardship of capital.
  n   Capability to earn above their cost of capital.
  n   Strong or improving balance sheets and cash flow.

  Business quality, conservative valuation, and thoughtful portfolio construction are the key elements of our value approach.


   GROWTH STYLE FUNDS   

  GSAM’s Growth Investment Philosophy:
  1.  Invest as if buying the company/business, not simply trading its stock:
  n   Understand the business, management, products and competition.
  n   Perform intensive, hands-on fundamental research.
  n   Seek businesses with strategic competitive advantages.
  n   Over the long-term, expect each company’s stock price ultimately to track the growth in the value of the business.

 
1


 

  2.  Buy high-quality growth businesses that possess strong business franchises, favorable long-term prospects and excellent management.
 
  3.  Purchase superior long-term growth companies at a favorable price—seek to purchase at a fair valuation, giving the investor the potential to fully capture returns from above-average growth rates.

  Growth companies have earnings expectations that exceed those of the stock market as a whole.


  References in this Prospectus to a Fund’s benchmark are for informational purposes only, and unless otherwise noted are not an indication of how the Fund is managed.

 
2


 

 
  Fund Investment Objectives
and Strategies
 
  Goldman Sachs
Balanced Fund
     
FUND FACTS

Objective:
  Long-term growth of capital and current income
Benchmarks:
  S&P 500 ® Index and Lehman Brothers Aggregate Bond Index
Investment Focus:
  Large-cap U.S. equity investments and fixed-income securities
Investment Style:
  Asset Allocation, with growth and value (blend) equity components
Symbols:
  Class A: GSBFX, Class B: GSBBX, Class C: GSBCX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks to provide long-term growth of capital and current income. The Fund seeks growth of capital primarily through equity investments. The Fund seeks to provide current income through investment in fixed-income securities (bonds).

   PRINCIPAL INVESTMENT STRATEGIES   

  Historically, stock and bond markets have often had different cycles, with one asset class rising when the other is falling. A balanced objective seeks to reduce the volatility associated with investing in a single market. There is no guarantee, however, that market cycles will move in opposition to one another or that a balanced investment program will successfully reduce volatility.
 
  The percentage of the portfolio invested in equity and fixed-income securities will vary from time to time as the Investment Adviser evaluates such securities’ relative attractiveness based on market valuations, economic growth and inflation prospects. The allocation between equity and fixed-income securities is subject to the Fund’s intention to pay regular quarterly dividends. The amount of quarterly dividends can also be expected to fluctuate in accordance with factors such as prevailing interest rates and the percentage of the Fund’s assets invested in fixed-income securities.

 
3


 

 
  Goldman Sachs
Balanced Fund
continued

  Equity Investments.  The Fund invests, under normal circumstances, between 45% and 65% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in equity investments. Although the Fund’s equity investments consist primarily of publicly traded U.S. securities, the Fund may invest up to 10% of its Total Assets in foreign equity investments, including issuers in countries with emerging markets or economies (“emerging countries”) and equity investments quoted in foreign currencies. A portion of the Fund’s portfolio of equity investments may be selected primarily to provide current income (including interests in real estate investment trusts (“REITs”), convertible securities, preferred stocks, utility stocks, and interests in limited partnerships).
 
  Fixed Income Securities.  The Fund invests at least 25% of its Total Assets in fixed-income senior securities. The remainder of the Fund’s assets are invested in other fixed-income securities and cash.
 
  The Fund’s fixed-income securities primarily include:
  n   Securities issued by the U.S. government, its agencies, instrumentalities or sponsored enterprises
  n   Securities issued by corporations, banks and other issuers
  n   Mortgage-backed and asset-backed securities

  The Fund may also invest up to 10% of its Total Assets in debt obligations (U.S. dollar and non-U.S.-dollar denominated) issued or guaranteed by one or more foreign governments or any of their political subdivisions, agencies or instrumentalities and foreign corporations or other entities. The issuers of these securities may be located in emerging countries.

 
4


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Research Select Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  S&P 500 ® Index
Investment Focus:
  A focused portfolio of U.S. equity investments that offer the potential for long-term capital appreciation
Investment Style:
  Growth and Value blend
Symbols:
  Class A: GSRAX, Class B: GSRBX, Class C: GSRCX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks to provide long-term growth of capital by investing in a focused portfolio of U.S. equity investments.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in equity investments selected for their potential to achieve capital appreciation over the long term. The Fund seeks to achieve its investment objective by investing, under normal circumstances, in approximately 40-50 companies that are considered by the Investment Adviser to be positioned for long-term growth or are positioned as value opportunities which, in the Investment Adviser’s view, have identifiable competitive advantages and whose intrinsic value is not reflected in the stock price.
 
  The Fund may invest in securities of any capitalization. Although the Fund will invest primarily in publicly traded U.S. securities (including securities of foreign issuers that are traded in the United States), it may invest up to 20% of its Net Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.

 
5


 

 
  Goldman Sachs
Research Select Fund
continued

  A committee of portfolio managers representing the Investment Adviser’s Value and Growth investment teams will meet regularly to discuss stock selection and portfolio construction for the Fund. The Investment Adviser will rely on research generated by the portfolio managers/analysts that comprise the Investment Adviser’s Value and Growth investment teams.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in fixed-income securities, such as government, corporate and bank debt obligations.

 
6


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Capital Growth Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  Russell ® 1000 Growth Index
Investment Focus:
  Large-cap U.S. equity investments that offer long-term capital appreciation potential
Investment Style:
  Growth
Symbols:
  Class A: GSCGX, Class B: GSCBX, Class C: GSPCX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 90% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in equity investments. The Fund seeks to achieve its investment objective by investing in a diversified portfolio of equity investments that are considered by the Investment Adviser to have long-term capital appreciation potential. Although the Fund invests primarily in publicly traded U.S. securities, it may invest up to 10% of its Total Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.

 
7


 

 
  Goldman Sachs
Growth and Income Fund
     
FUND FACTS

Objective:
  Long-term growth of capital and growth of income
Benchmark:
  Russell 1000 ® Value Index
Investment Focus:
  Large-cap U.S. equity investments that are believed to be undervalued
Investment Style:
  Value
Symbols:
  Class A: GSGRX, Class B: GSGBX, Class C: GSGCX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital and growth of income.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 65% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in equity investments that the Investment Adviser considers to have favorable prospects for capital appreciation and/or dividend-paying ability. Although the Fund will invest primarily in publicly traded U.S. securities, it may invest up to 25% of its Total Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.
 
  Other.  The Fund may also invest up to 35% of its Total Assets in fixed-income securities, such as government, corporate and bank debt obligations, that offer the potential to further the Fund’s investment objective.

 
8


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Large Cap Value Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  Russell 1000 ® Value Index
Investment Focus:
  Large-cap U.S. equity investments that are believed to be undervalued
Investment Style:
  Value
Symbols:
  Class A: GSLAX, Class B: GSVBX, Class C: GSVCX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in large-cap U.S. issuers with public stock market capitalizations (based upon shares available for trading on an unrestricted basis) within the range of the market capitalization of companies constituting the Russell 1000 ® Value Index at the time of investment.* If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The capitalization range of the Russell 1000 ® Value Index is currently between $613 million and $377 billion. The Fund seeks its investment objective by investing in value opportunities that the Investment Adviser defines as companies with identifiable competitive advantages whose intrinsic value is not reflected in the stock price. Although the Fund will invest primarily in publicly traded U.S. securities, it may invest up to 25% of its Net Assets in foreign securities, including securities quoted in foreign currencies.
 
  Other.  The Fund may invest up to 20% of its Net Assets in fixed-income securities, such as government, corporate and bank debt obligations.

To the extent required by Securities and Exchange Commission (“SEC”) regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
9


 

 
  Goldman Sachs
Strategic Growth Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  Russell ® 1000 Growth Index
Investment Focus:
  Large-cap U.S. equity investments that are considered to be strategically positioned for consistent long-term growth
Investment Style:
  Growth
Symbols:
  Class A: GGRAX, Class B: GSWBX, Class C: GGRCX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 90% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in equity investments. The Fund seeks to achieve its investment objective by investing in a diversified portfolio of equity investments that are considered by the Investment Adviser to be strategically positioned for consistent long-term growth. Although the Fund invests primarily in publicly traded U.S. securities, it may invest up to 10% of its Total Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.

 
10


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Concentrated Growth Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  Russell ® 1000 Growth Index
Investment Focus:
  Concentrated portfolio of U.S. equity investments that offer long-term capital growth potential
Investment Style:
  Growth
Symbols:
  Class A: GCGAX, Class B: GCGBX, Class C: GCGCX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 90% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in equity investments selected for their potential to achieve capital appreciation over the long term. The Fund seeks to achieve its investment objective by investing, under normal circumstances, in approximately 30-45 companies that are considered by the Investment Adviser to be positioned for long-term growth.
 
  The Fund may invest in securities of companies of any capitalization. Although the Fund invests primarily in publicly traded U.S. securities, it may invest up to 10% of its Total Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.
 
  Other.  The Fund may invest up to 10% of its Total Assets in fixed-income securities, such as government, corporate and bank debt obligations.
 
  The Concentrated Growth Fund is “non-diversified” under the Investment Company Act of 1940, and may invest a large percentage of its assets in fewer issuers than “diversified” mutual funds. Therefore, the Concentrated Growth 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.

 
11


 

 
  Goldman Sachs
Mid Cap Value Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  Russell Midcap ® Value Index
Investment Focus:
  Mid-cap U.S. equity investments that are believed to be undervalued or undiscovered by the marketplace
Investment Style:
  Value
Symbols:
  Class A: GCMAX, Class B: GCMBX, Class C: GCMCX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in mid-cap issuers with public stock market capitalizations (based upon shares available for trading on an unrestricted basis) within the range of the market capitalization of companies constituting the Russell Midcap ® Value Index at the time of investment.* If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The capitalization range of the Russell Midcap ® Value Index is currently between $613 million and $18.3 billion. Although the Fund will invest primarily in publicly traded U.S. securities, it may invest up to 25% of its Net Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in companies with public stock market capitalizations outside the range of companies constituting the Russell Midcap ® Value Index at the time of investment and in fixed-income securities, such as government, corporate and bank debt obligations.

To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
12


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Growth Opportunities Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  Russell Midcap ® Growth Index
Investment Focus:
  U.S. equity investments that offer long-term capital appreciation potential with a primary focus on mid-cap companies
Investment Style:
  Growth
Symbols:
  Class A: GGOAX, Class B: GGOBX, Class C: GGOCX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 90% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in equity investments with a primary focus on mid-cap companies. The Fund seeks to achieve its investment objective by investing in a diversified portfolio of equity investments that are considered by the Investment Adviser to be strategically positioned for long-term growth. Although the Fund invests primarily in publicly traded U.S. securities, it may invest up to 10% of its Total Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.

 
13


 

 
  Goldman Sachs
Small/Mid Cap Growth Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  Russell 2500 ® Growth Index
Investment Focus:
  U.S. equity investments that offer long-term capital appreciation potential with a primary focus on small and mid-cap companies
Investment Style:
  Growth
Symbol:
  Class A: GSMXX; Class B: GSMDX; Class C: GSMGX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equities.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at the time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in small and mid-cap issuers with public stock market capitalizations (based upon shares available for trading on an unrestricted basis) within the range of the market capitalization of companies constituting the Russell 2500 ® Growth Index at the time of investment.* If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The capitalization range of the Russell 2500 ® Growth Index is currently between $31 million and $11.0 billion. The Fund seeks to achieve its investment objective by investing in equity investments that are considered by the Investment Adviser to be strategically positioned for long-term growth. Although the Fund invests primarily in publicly traded U.S. securities, it may invest up to 20% of its Net Assets in foreign securities, including issuers in emerging countries and securities quoted in foreign currencies.
 
  Other.  The Fund may invest up to 20% of its Net Assets in fixed-income securities, such as government, corporate and bank debt obligations.

To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
14


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Small Cap Value Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  Russell 2000 ® Value Index
Investment Focus:
  Small-cap U.S. equity investments that are believed to be undervalued or undiscovered by the marketplace
Investment Style:
  Value
Symbols:
  Class A: GSSMX, Class B: GSQBX, Class C: GSSCX

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in small-cap issuers with public stock market capitalizations (based upon shares available for trading on an unrestricted basis) within the range of the market capitalization of companies constituting the Russell 2000 ® Value Index at the time of investment.* If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The capitalization range of the Russell 2000 ® Value Index is currently between $57 million and $3.2 billion. Under normal circumstances, the Fund’s investment horizon for ownership of stocks will be two to three years. Although the Fund will invest primarily in publicly traded U.S. securities, it may invest up to 25% of its Net Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in companies with public stock market capitalizations outside the range of companies constituting the Russell 2000 ® Value Index at the time of investment and in fixed-income securities, such as government, corporate and bank debt obligations.

To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
15


 

 
Other Investment Practices
and Securities

The table below identifies some of the investment techniques that may (but are not required to) be used by the Funds in seeking to achieve their investment objectives. The table also highlights the differences among the Funds in their use of these techniques and other investment practices and investment securities. Numbers in this table show allowable usage only; for actual usage, consult the Funds’ annual/ semi-annual reports. For more information about these and other investment practices and securities, see Appendix A. Each Fund publishes on its website (http://www.gs.com/funds) complete portfolio holdings for the Fund as of the end of each calendar quarter subject to a fifteen calendar-day lag between the date of the information and the date on which the information is disclosed. In addition, the Funds publish on their website month-end top ten holdings subject to a ten calendar-day lag between the date of the information and the date on which the information is disclosed. This information will be available on the website until the date on which a Fund files its next quarterly portfolio holdings report on Form N-CSR or Form N-Q with the SEC. In addition, a description of the Funds’ policies and procedures with respect to the disclosure of a Fund’s portfolio securities is available in the Funds’ Statement of Additional Information (“Additional Statement”).

                 
10  Percent of total assets (including securities lending collateral) (italic type)
10 Percent of net assets (excluding borrowings for investment purposes) (roman type)
•     No specific percentage limitation on usage;
      limited only by the objectives and strategies Research Capital Growth
      of the Fund Balanced Select Growth and Income
—  Not permitted Fund Fund Fund Fund

Investment Practices            
Borrowings
  33 1/3   33 1/3   33 1/3   33 1/3
Credit, Currency, Index, Interest Rate,
Total Return and Mortgage Swaps
*
  15      
Cross Hedging of Currencies
       
Custodial Receipts and Trust Certificates
       
Equity Swaps *
  15   15   15   15
Foreign Currency Transactions **
   • 1      
Futures Contracts and Options on Futures
Contracts
       
Interest Rate Caps, Floors and Collars
       
Investment Company Securities (including iShares SM
and Standard & Poor’s Depositary Receipts )
  10   10   10   10
Loan Participations
       
Mortgage Dollar Rolls
       
Options on Foreign Currencies 2
       
Options on Securities and Securities Indices 3
       
Repurchase Agreements
       
Reverse Repurchase Agreements (for investment
purposes)
       
Securities Lending
  33 1/3   33 1/3   33 1/3   33 1/3
Short Sales Against the Box
  25   25   25   25
Unseasoned Companies
       
Warrants and Stock Purchase Rights
       
When-Issued Securities and Forward Commitments
       

 
*
Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
**
Limited by the amount the Fund invests in foreign securities.
1
The Balanced Fund may also enter into forward foreign currency exchange contracts to seek to increase total return.
2
The Funds may purchase and sell call and put options.
3
The Funds may sell covered call and put options and purchase call and put options.
 
16


 

OTHER INVESTMENT PRACTICES AND SECURITIES






                         
Large Cap Strategic Concentrated Mid Cap Growth Small/ Small Cap
Value Growth Growth Value Opportunities Mid Cap Growth Value
Fund Fund Fund Fund Fund Fund Fund

 
33 1/3
  33 1/3   33 1/3   33 1/3   33 1/3   33 1/3   33 1/3

           
           
           
15
  15   15   15   15   15   15
           

           
           

10
  10   10   10   10   10   10
           
           
           
           
           

           
33 1/3
  33 1/3   33 1/3   33 1/3   33 1/3   33 1/3   33 1/3
25
  25   25   25   25   25   25
           
           
           

 
17


 

                                 
10  Percent of Total Assets (excluding securities lending collateral) (italic type)
10 Percent of Net Assets (including borrowings for investment purposes) (roman type)
•     No specific percentage limitation on usage;
      limited only by the objectives and strategies Research Capital Growth
      of the Fund Balanced Select Growth and Income
—  Not permitted Fund Fund Fund Fund

Investment Securities                        
American, European and Global Depositary
Receipts
                       
Asset-Backed and Mortgage-Backed Securities 4
                       
Bank Obligations 4
                       
Convertible Securities 5
                       
Corporate Debt Obligations 4
                       
Equity Investments
    45-65       80 +     90 +     65 +
Emerging Country Securities
    10 6       20 6     10 6     25 6
Fixed-Income Securities 7
    35-45 8,11       20             35  
Foreign Securities
    20 6       20 6     10 6     25 6
Foreign Government Securities 4
    10 11                    
Municipal Securities
                       
Non-Investment Grade Fixed-Income Securities
    10 12       10 13     10 13     10 13
Private Investments in Public Equity (“PIPEs”)
                       
Real Estate Investment Trusts (“REITs”)
                       
Stripped Mortgage Backed Securities 4
                       
Structured Securities *
                       
Temporary Investments
    100       100       100       100  
U.S. Government Securities 4
                       
Yield Curve Options and Inverse Floating Rate
Securities
                       

 
   *
Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
    4
Limited by the amount the Fund invests in fixed income securities.
    5
Convertible securities purchased by the Balanced Fund must be B or higher by Standard & Poor’s Rating Group (“Standard & Poor’s”) or Moody’s Investors Service, Inc. (“Moody’s”) or have a comparable rating by another nationally recognized statistical rating organization (“NRSRO”). The Research Select Fund has no minimum rating criteria. All other Funds use the same rating criteria for convertible and non-convertible debt securities.
    6
The Balanced, Capital Growth, Growth and Income, Strategic Growth, Concentrated Growth and Growth Opportunities Funds may invest in the aggregate up to 20%, 10%, 25%, 10%, 10% and 10%, respectively, of their Total Assets in foreign securities, including emerging country securities. The Research Select, Large Cap Value, Mid Cap Value, Small/Mid Cap Growth and Small Cap Value Funds may invest in the aggregate up to 20%, 25%, 25%, 20% and 25%, respectively, of their Net Assets in foreign securities, including emerging country securities.
    7
Except as noted under “Convertible Securities” and “Non-Investment Grade Fixed-Income Securities,” fixed-income securities must be investment grade (i.e., BBB or higher by Standard & Poor’s, Baa or higher by Moody’s or have a comparable rating by another NRSRO).
    8
The Balanced Fund invests at least 25% of its Total Assets in fixed-income senior securities; the remainder may be invested in other fixed-income securities and cash.
    9
The Mid Cap Value Fund may invest in the aggregate up to 20% of its Net Assets in: (i) securities of companies with public stock market capitalizations outside the range of companies constituting the Russell Midcap Value Index at the time of investment; and (ii) fixed-income securities.
 
18


 

OTHER INVESTMENT PRACTICES AND SECURITIES

                                                     
Large Cap Strategic Concentrated Mid Cap Growth Small/Mid Cap Small Cap
Value Growth Growth Value Opportunities Growth Value
Fund Fund Fund Fund Fund Fund Fund

 
 
                                     
                                       
                                       
                                       
                                       
  80 +     90 +     90 +     80 +     90 +     80 +     80 +
  25 6     10 6     10 6     25 6     10 6     20 6     25 6
  20             10       20 9           20       20 10
  25 6     10 6     10 6     25 6     10 6     20 6     25 6
                                       
                                       
  10 13     10 13           10 14     10 13     20 13     20 13
                                       
                                       
                                       
                                       
  100       100       100       100       100       100       100  
                                       
 
                                     

 
  10
The Small Cap Value Fund may invest in the aggregate up to 20% of its Net Assets in: (1) securities of companies with public stock market capitalizations outside the range of companies constituting the Russell 2000 ® Value Index at the time of investment; and (2) fixed-income securities.
  11
The Balanced Fund may invest up to 10% of its Total Assets in debt obligations (U.S. dollar and non-U.S.-dollar denominated) issued or guaranteed by one or more foreign governments or any of their political subdivisions, agencies or instrumentalities and foreign corporations or other entities.
  12
Must be at least BB or B by Standard & Poor’s, Ba or B by Moody’s or have a comparable rating by another NRSRO at the time of investment.
  13
May be BB or lower by Standard & Poor’s, Ba or lower by Moody’s or have a comparable rating by another NRSRO at the time of investment.
  14
Must be B or higher by Standard & Poor’s, B or higher by Moody’s or have a comparable rating by another NRSRO at the time of investment.
 
19


 

 
Principal Risks of the Funds

Loss of money is a risk of investing in each Fund. An investment in a Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The following summarizes important risks that apply to the Funds and may result in a loss of your investment. None of the Funds should be relied upon as a complete investment program. There can be no assurance that a Fund will achieve its investment objective.

                 
Growth
Research Capital and
•   Applicable Balanced Select Growth Income
— Not applicable Fund Fund Fund Fund

Credit/ Default
       
Foreign
       
Emerging Countries
       
Stock
       
Derivatives
       
Interest Rate
       
Management
       
Market
       
Liquidity
       
Investment Style
       
Mid Cap and Small Cap
       
Initial Public Offering (“IPO”)
       
Non-Diversification
       

 
20


 

PRINCIPAL RISKS OF THE FUNDS

                         
Small/Mid
Large Cap Strategic Concentrated Mid Cap Growth Cap Small Cap
Value Growth Growth Value Opportunities Growth Value
Fund Fund Fund Fund Fund Fund Fund

           
           
           
           
           
           
           
           
           
           
           
           
           

 
21


 

All Funds:
n   Credit/ Default Risk —The risk that an issuer or guarantor of fixed-income securities held by a Fund may default on its obligation to pay interest and repay principal.
n   Foreign Risk —The risk that when a Fund invests in foreign securities, it will be subject to risk of loss not typically associated with domestic issuers. Loss may result because of less foreign government regulation, less public information and less economic, political and social stability. Loss may also result from the imposition of exchange controls, confiscations and other government restrictions. A Fund will also be subject to the risk of negative foreign currency rate fluctuations. Foreign risks will normally be greatest when a Fund invests in issuers located in emerging countries.
n   Emerging Countries Risk —The securities markets of Asian, Latin, Central and South American, Eastern European, Middle Eastern, African and other emerging countries are less liquid, are especially subject to greater price volatility, have smaller market capitalizations, have less government regulation and are not subject to as extensive and frequent accounting, financial and other reporting requirements as the securities markets of more developed countries. Further, investment in equity securities of issuers located in certain emerging countries involves risk of loss resulting from problems in share registration and custody and substantial economic and political disruptions. These risks are not normally associated with investments in more developed countries.
n   Stock Risk —The risk that stock prices have historically risen and fallen in periodic cycles. Recently, U.S. and foreign stock markets have experienced substantial price volatility.
n   Derivatives Risk —The risk that loss may result from a Fund’s investments in options, futures, swaps, structured securities and other derivative instruments. These instruments may be leveraged so that small changes may produce disproportionate losses to a Fund.
n   Interest Rate Risk —The risk that when interest rates increase, fixed income securities held by a Fund will decline in value. Long-term fixed-income securities will normally have more price volatility because of this risk than short-term fixed-income securities.
n   Management Risk —The risk that a strategy used by the Investment Adviser may fail to produce the intended results.
n   Market Risk —The risk that the value of the securities in which a Fund invests may go up or down in response to the prospects of individual companies, particular industry sectors or governments and/or general economic conditions. Price changes may be temporary or last for extended periods. A Fund’s investments may be overweighted from time to time in one or more industry sectors, which will increase the Fund’s exposure to risk of loss from adverse developments affecting those sectors.

 
22


 

PRINCIPAL RISKS OF THE FUNDS

n   Liquidity Risk —The risk that a Fund will not be able to pay redemption proceeds within the time period stated in this Prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. Funds that invest in non-investment grade fixed-income securities, small and mid-capitalization stocks, REITs and emerging country issuers will be especially subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities within particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions whether or not accurate. The Goldman Sachs Asset Allocation Portfolios (the “Asset Allocation Portfolios”) expect to invest a significant percentage of their assets in the Funds and other funds for which GSAM or an affiliate now or in the future acts as investment adviser or underwriter. Redemptions by an Asset Allocation Portfolio of its position in a Fund may further increase liquidity risk and may impact a Fund’s net asset value (“NAV”).
n   Investment Style Risk —Different investment styles tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment. A Fund may outperform or underperform other funds that employ a different investment style. Examples of different investment styles include growth and value investing. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company’s growth of earnings potential. Growth companies are often expected by investors to increase their earnings at a certain rate. When these expectations are not met, investors can punish the stocks inordinately even if earnings showed an absolute increase. Also, since growth companies usually invest a high portion of earnings in their business, growth stocks may lack the dividends of some value stocks that can cushion stock prices in a falling market. Growth oriented funds will typically underperform when value investing is in favor. Value stocks are those that are undervalued in comparison to their peers due to adverse business developments or other factors.

Specific Funds:

n   Mid Cap and Small Cap Risk —The securities of small capitalization and 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. Securities of such issuers may lack sufficient market liquidity to enable a Fund to effect sales at an advantageous time or without a substantial drop in price. Both mid-cap and small-cap companies often have narrower markets and more limited managerial and financial resources than larger, more established companies. As a result, their performance can be more volatile and they face greater risk of business failure, which could increase the volatility of a Fund’s portfolio. Generally, the smaller the company size, the greater these risks.
 
23


 

n   IPO Risk —The risk that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. When a Fund’s asset base is small, a significant portion of the Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the Fund’s assets grow, the effect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reduce the Fund’s performance.
n   Non-diversification Risk —The Concentrated Growth Fund is not diversified, which means it may invest a larger percentage of its assets in fewer issuers than a “diversified” mutual fund. Under normal circumstances, the Fund intends to invest in approximately 30-45 companies. As a result of the relatively small number of issuers in which the Fund generally invests, it may be subject to greater risks than a more diversified fund. A change in the value of any single investment held by the Fund may affect the overall value of the Fund more than it would affect a diversified mutual fund that holds more investments. In particular, the Fund may be more susceptible to adverse developments affecting any single issuer in the Fund and may be susceptible to greater losses because of these developments.

More information about the Funds’ portfolio securities and investment techniques, and their associated risks, is provided in Appendix A. You should consider the investment risks discussed in this section and in Appendix A. Both are important to your investment choice.

 
24


 

 
  Fund Performance

   HOW THE FUNDS HAVE PERFORMED   

  The bar chart and table provide an indication of the risks of investing in a Fund by showing: (a) changes in the performance of a Fund’s Class A Shares from year to year; and (b) how the average annual total returns of a Fund’s Class A, B and C Shares compare to those of broad-based securities market indices. The bar chart (including “Best Quarter” and “Worst Quarter” information) and table assume reinvestment of dividends and distributions. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. No performance for the Small/Mid Cap Growth Fund is provided because the Fund has less than one calendar year’s performance.
 
  The average annual total return calculation reflects a maximum initial sales charge of 5.5% for Class A Shares, the assumed contingent deferred sales charge (“CDSC”) for Class B Shares (5% maximum declining to 0% after six years), and the assumed CDSC for Class C Shares (1% if redeemed within 12 months of purchase). The bar chart (including “Best Quarter” and “Worst Quarter” information) does not reflect the sales loads applicable to Class A Shares. If the sales loads were reflected, returns would be less. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced.

   INFORMATION ON AFTER-TAX RETURNS   

  These definitions apply to the after-tax returns.
 
  Average Annual Total Returns Before Taxes.  These returns do not reflect taxes on distributions on a Fund’s Class A Shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by you.
 
  Average Annual Total Returns After Taxes on Distributions.  These returns assume that taxes are paid on distributions on a Fund’s Class A Shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Class A Shares at the end of the performance period.
 
  Average Annual Total Returns After Taxes on Distributions and Sale of Shares.  These returns reflect taxes paid on distributions on a Fund’s Class A Shares and taxes applicable when the shares are redeemed (sold).

 
25


 

  Note on Tax Rates.  The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.
 
26


 

FUND PERFORMANCE

Balanced Fund

     
TOTAL RETURN CALENDAR YEAR (CLASS A)

The total return for
Class A Shares for the
9-month period ended
September 30, 2005
was +1.75%.

Best Quarter*
Q2 ’97           +9.92%

Worst Quarter*
Q3 ’98           -8.71%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                                 
For the period ended December 31, 2004 1 Year 5 Years 10 Years Since Inception

Class A (Inception 10/12/94)
                               
Returns Before Taxes
    3.71%       0.83%       7.80       7.52%  
Returns After Taxes on Distributions**
    3.24%       -0.11%       6.07       5.80%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    2.62%       0.16%       5.75       5.50%  
S&P 500 ® Index***
    10.88%       -2.30%       12.06       11.70%  
Lehman Brothers Aggregate Bond Index****
    4.34%       7.70%       7.71       7.58%  

Class B (Inception 5/1/96)
                               
Returns Before Taxes
    3.90%       0.81%       N/A       5.47%  
S&P 500 ® Index***
    10.88%       -2.30%       N/A       9.08%  
Lehman Brothers Aggregate Bond Index****
    4.34%       7.70%       N/A       7.13%  

Class C (Inception 8/15/97)
                               
Returns Before Taxes
    7.89%       1.23%       N/A       2.49%  
S&P 500 ® Index***
    10.88%       -2.30%       N/A       5.29%  
Lehman Brothers Aggregate Bond Index****
    4.34%       7.70%       N/A       6.87%  

     *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
  ***
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.
****
The Lehman Brothers Aggregate Bond Index is an unmanaged index of bond prices. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
27


 

Research Select Fund

     
TOTAL RETURN CALENDAR YEAR (CLASS A)

The total return for
Class A Shares for the
9-month period ended
September 30, 2005
was +0.86%.

Best Quarter*
Q2 ’03          +15.51%

Worst Quarter*
Q3 ’01           -23.32%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                 
For the period ended December 31, 2004 1 Year Since Inception

Class A (Inception 6/19/00)
               
Returns Before Taxes
    6.69%       -8.70%  
Returns After Taxes on Distributions**
    6.69%       -8.70%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    4.35%       -7.20%  
S&P 500 Index***
    10.88%       -2.89%  

Class B (Inception 6/19/00)
               
Returns Before Taxes
    7.07%       -8.64%  
S&P 500 Index***
    10.88%       -2.89%  

Class C (Inception 6/19/00)
               
Returns Before Taxes
    11.05%       -8.23%  
S&P 500 Index***
    10.88%       -2.89%  

  *
  Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
 **
  The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns  are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and  local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax  returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or  individual retirement accounts.
***
 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 deductions for fees, expenses or taxes.
 
 From June 19, 2000 to September 22, 2002, under normal circumstances, the Fund purchased only equity securities that were included in the Goldman Sachs Global Investment Research Division’s U.S. Select List. On September 23, 2002, certain changes to the Fund’s portfolio management team and principal investment strategies became effective, and the Fund no longer invests in the U.S. Select List which has been discontinued.
 
28


 

FUND PERFORMANCE

Capital Growth Fund

     
TOTAL RETURN CALENDAR YEAR (CLASS A)

The total return for
Class A Shares for the
9-month period ended
September 30, 2005
was -0.75%.

Best Quarter*
Q4 ’98           +24.31%

Worst Quarter*
Q3 ’01           -16.54%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                                 
Since
For the period ended December 31, 2004 1 Year 5 Years 10 Years Inception

Class A (Inception 4/20/90)
                               
Returns Before Taxes
    2.75%       -5.69%       10.12%       10.87%  
Returns After Taxes on Distributions**
    2.75%       -6.04%       8.05%       8.52%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    1.79%       -4.85%       7.74%       8.23%  
Russell 1000 Growth Index***
    6.30%       -9.28%       9.59%       10.31%  

Class B (Inception 5/1/96)
                               
Returns Before Taxes
    2.99%       -5.70%       N/A       7.81%  
Russell 1000 Growth Index***
    6.30%       -9.28%       N/A       6.20%  

Class C (Inception 8/15/97)
                               
Returns Before Taxes
    6.93%       -5.32%       N/A       4.26%  
Russell 1000 Growth Index***
    6.30%       -9.28%       N/A       2.19%  

     *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
   **
The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The Russell 1000 Growth Index is an unmanaged index that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
29


 

Growth and Income Fund

     
TOTAL RETURN CALENDAR YEAR (CLASS A)

The total return for
Class A Shares for the 9-month period ended September 30, 2005
was +2.95%.

Best Quarter*
Q2 ’97           +15.18%

Worst Quarter*
Q3 ’98           -16.97%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                                 
For the period ended December 31, 2004 1 Year 5 Years 10 Years Since Inception

Class A (Inception 2/5/93)
                               
Returns Before Taxes
    11.85%       0.68%       8.33%       8.15%  
Returns After Taxes on Distributions**
    11.64%       0.49%       7.09%       6.92%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    7.96%       0.49%       6.60%       6.45%  
     
     
     
     
 
Russell 1000 ® Value Index***
    16.49%       5.26%       13.81%       12.25%  
     
     
     
     
 
S&P 500 ® Index***
    10.88%       -2.30%       12.06%       10.80%  

Class B (Inception 5/1/96)
                               
Returns Before Taxes
    12.45%       0.67%       N/A       5.18%  
     
     
     
     
 
Russell 1000 ® Value Index***
    16.49%       5.26%       N/A       11.08%  
     
     
     
     
 
S&P 500 ® Index***
    10.88%       -2.30%       N/A       9.08%  

Class C (Inception 8/15/97)
                               
Returns Before Taxes
    16.42%       1.05%       N/A       0.48%  
     
     
     
     
 
Russell 1000 ® Value Index***
    16.49%       5.26%       N/A       7.89%  
     
     
     
     
 
S&P 500 ® Index***
    10.88%       -2.30%       N/A       5.29%  

  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the
 
30


 

FUND PERFORMANCE
 
after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
  ***
Effective June 1, 2005, the Russell 1000 Value Index replaced the S&P 500 Index as the Fund’s benchmark. The Russell 1000 Value Index is an unmanaged market capitalization weighted index of the 1,000 largest U.S. companies with lower price-to-book ratios and higher forecasted growth values. The S&P 500 Index (with dividends reinvested) is the Standard & Poor’s 500 Composite Stock Price Index of 500 stocks, an unmanaged index of common stock prices. In the Investment Adviser’s opinion, the Russell 1000 Value Index is a more appropriate benchmark against which to measure the performance of the Fund. The Index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.
 
31


 

Large Cap Value Fund

     
TOTAL RETURN CALENDAR YEAR (CLASS A)

The total return for
Class A Shares for the
9-month period ended
September 30, 2005
was +4.30%.

Best Quarter*
Q4 ’03          +12.98%

Worst Quarter*
Q3 ’02           -14.21%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Class A (Inception 12/15/99)
                       
Returns Before Taxes
    12.33%       5.11%       5.06%  
Returns After Taxes on Distributions**
    12.10%       4.88%       4.84%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    8.32%       4.29%       4.25%  
Russell 1000 ® Value Index***
    16.49%       5.26%       5.61%  

Class B (Inception 12/15/99)
                       
Returns Before Taxes
    12.90%       5.16%       5.26%  
Russell 1000 ® Value Index***
    16.49%       5.26%       5.61%  

Class C (Inception 12/15/99)
                       
Returns Before Taxes
    16.85%       5.48%       5.41%  
Russell 1000 ® Value Index***
    16.49%       5.26%       5.61%  

  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The Russell 1000 ® Value Index is an unmanaged market capitalization weighted index of the 1,000 largest U.S. companies with lower price-to-book ratios and lower forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
32


 

FUND PERFORMANCE

Strategic Growth Fund

     
TOTAL RETURN CALENDAR YEAR (CLASS A)

The total return for
Class A Shares for the
9-month period ended
September 30, 2005
was -1.36%.

Best Quarter*
Q2 ’03          +14.02%

Worst Quarter*
Q3 ’01           -18.28%
  (TOTAL RETURN)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Class A (Inception 5/24/99)
                       
Returns Before Taxes
    -0.10%       -6.96%       -3.12%  
Returns After Taxes on Distributions**
    -0.10%       -6.97%       -3.12%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    -0.06%       -5.78%       -2.62%  
Russell ® 1000 Growth Index***
    6.30%       -9.28%       -4.46%  

Class B (Inception 5/24/99)
                       
Returns Before Taxes
    -0.06%       -6.97%       -3.04%  
Russell ® 1000 Growth Index***
    6.30%       -9.28%       -4.46%  

Class C (Inception 5/24/99)
                       
Returns Before Taxes
    3.92%       -6.58%       -2.82%  
Russell ® 1000 Growth Index***
    6.30%       -9.28%       -4.46%  

  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The Russell ® 1000 Growth Index is an unmanaged index that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
33


 

Concentrated Growth Fund

     
TOTAL RETURN CALENDAR YEAR (CLASS A)

The total return for
Class A Shares for the
9-month period ended
September 30, 2005
was –0.70%.

Best Quarter*
Q2 ’03          +15.76%

Worst Quarter*
Q1 ’03          -4.05%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                 
For the period ended December 31, 2004 1 Year Since Inception

Class A (Inception 9/3/02)
               
Returns Before Taxes
    –2.25%       9.32%  
Returns After Taxes on Distributions**
    –2.46%       9.19%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    –1.18%       7.98%  
Russell ® 1000 Growth Index***
    6.30%       12.81%  

Class B (Inception 9/3/02)
               
Returns Before Taxes
    –2.41%       10.03%  
Russell ® 1000 Growth Index***
    6.30%       12.81%  

Class C (Inception 9/3/02)
               
Returns Before Taxes
    1.65%       11.10%  
Russell ® 1000 Growth Index***
    6.30%       12.81%  

  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The Russell ® 1000 Growth Index is an unmanaged index that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
34


 

FUND PERFORMANCE

Mid Cap Value Fund

     
TOTAL RETURN CALENDAR YEAR (CLASS A)

The total return for
Class A Shares for the
9-month period ended
September 30, 2005
was +11.71%.

Best Quarter*
Q2 ’99           +21.13%

Worst Quarter*
Q3 ’98           -20.87%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Class A (Inception 8/15/97)
                       
Returns Before Taxes     18.41%       16.13%       9.96%  
Returns After Taxes on Distributions**
    17.15%       15.46%       8.34%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    13.53%       13.96%       7.75%  
Russell Midcap ® Value Index***
    23.71%       13.47%       11.13%  

Class B (Inception 8/15/97)
                       
Returns Before Taxes
    18.98%       16.35%       10.02%  
Russell Midcap ® Value Index***
    23.71%       13.47%       11.13%  

Class C (Inception 8/15/97)
                       
Returns Before Taxes
    23.24%       16.56%       10.01%  
Russell Midcap ® Value Index***
    23.71%       13.47%       11.13%  

  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The Russell Midcap ® Value Index is an unmanaged index of common stock prices that measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
35


 

Growth Opportunities Fund

     
TOTAL RETURN CALENDAR YEAR (CLASS A)

The total return for
Class A Shares for the
9-month period ended
September 30, 2005
was +2.53%.

Best Quarter*
Q4 ’01           +24.17%

Worst Quarter*
Q3 ’01           -22.34%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Class A (Inception 5/24/99)
                       
Returns Before Taxes
    9.51%       6.88%       14.63%  
Returns After Taxes on Distributions**
    9.51%       6.63%       14.25%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    6.18%       5.79%       12.67%  
Russell Midcap ® Growth Index***
    15.48%       –3.35%       3.27%  

Class B (Inception 5/24/99)
                       
Returns Before Taxes
    10.08%       6.97%       14.97%  
Russell Midcap ® Growth Index***
    15.48%       –3.35%       3.27%  

Class C (Inception 5/24/99)
                       
Returns Before Taxes
    14.06%       7.31%       14.93%  
Russell Midcap ® Growth Index***
    15.48%       –3.35%       3.27%  

  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
  ***
Russell Midcap ® Growth Index is an unmanaged index that measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
36


 

FUND PERFORMANCE

Small Cap Value Fund

     
TOTAL RETURN CALENDAR YEAR (CLASS A)

The total return for
Class A Shares for the
9-month period ended
September 30, 2005
was +0.40%.

Best Quarter*
Q2 ’99           +30.13%

Worst Quarter*
Q3 ’98           -32.23%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                                 
Since
For the period ended December 31, 2004 1 Year 5 Years 10 Years Inception

Class A (Inception 10/22/92)
                               
Returns Before Taxes
    12.38%       18.85%       12.76%       12.63%  
Returns After Taxes on Distributions**
    11.37%       18.53%       11.80%       11.47%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    9.32%       16.65%       10.84%       10.63%  
Russell 2000 ® Value Index***
    22.25%       17.21%       15.15%       15.27%  

Class B (Inception 5/1/96)
                               
Returns Before Taxes
    12.67%       19.04%       N/A       11.61%  
Russell 2000 ® Value Index***
    22.25%       17.21%       N/A       13.69%  

Class C (Inception 8/15/97)
                               
Returns Before Taxes
    16.94%       19.22%       N/A       10.37%  
Russell 2000 ® Value Index***
    22.25%       17.21%       N/A       11.65%  

  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
The after-tax returns are for Class A Shares only. The after-tax returns for Class B and Class C Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The Russell 2000 ® Value Index is an unmanaged index of common stock prices that measures the performance of those Russell 2,000 companies with lower price-to-book ratios and lower forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
37


 

 
Fund Fees and Expenses (Class A, B and C Shares)

This table describes the fees and expenses that you would pay if you buy and hold Class A, Class B, or Class C Shares of a Fund.

                         
Balanced Fund

Class A Class B Class C

Shareholder Fees
(fees paid directly from your investment):
                       
Maximum Sales Charge (Load) Imposed on Purchases
    5.5% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
    None 1     5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None  
Redemption Fees
    None       None       None  
Exchange Fees
    None       None       None  
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 5
                       
Management Fees 5
    0.65%       0.65%       0.65%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6*
    0.41%       0.41%       0.41%  

Total Fund Operating Expenses *
    1.31%       2.06%       2.06%  

See pages 49-51 for all other footnotes.

  The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Fund are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                         
Balanced Fund

Class A Class B Class C

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 5
                       
Management Fees 5
    0.65%       0.65%       0.65%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6
    0.25%       0.25%       0.25%  

Total Fund Operating Expenses (after
current waivers and expense limitations)
    1.15%       1.90%       1.90%  

 
38


 

FUND FEES AND EXPENSES
                         
Research Select Fund

Class A Class B Class C

Shareholder Fees
(fees paid directly from your investment):
                       
Maximum Sales Charge (Load) Imposed on Purchases
    5.5% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
    None 1     5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None  
Redemption Fees
    None       None       None  
Exchange Fees
    None       None       None  
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 5
                       
Management Fees 5
    1.00%       1.00%       1.00%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6*
    0.38%       0.38%       0.38%  

Total Fund Operating Expenses *
    1.63%       2.38%       2.38%  

See pages 49-51 for all other footnotes.

  The “Management Fees,” “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Fund are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                         
Research Select Fund

Class A Class B Class C

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 5
                       
Management Fees 5
    0.95%       0.95%       0.95%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6
    0.25%       0.25%       0.25%  

Total Fund Operating Expenses (after
current waivers and expense limitations)
    1.45%       2.20%       2.20%  

 
39


 

 
Fund Fees and Expenses (continued)

                         
Capital Growth Fund

Class A Class B Class C

Shareholder Fees
(fees paid directly from your investment):
                       
Maximum Sales Charge (Load) Imposed on Purchases
    5.5% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
    None 1     5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None  
Redemption Fees
    None       None       None  
Exchange Fees
    None       None       None  
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 5
                       
Management Fees 5
    0.95%       0.95%       0.95%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6 *
    0.25%       0.25%       0.25%  

Total Fund Operating Expenses *
    1.45%       2.20%       2.20%  

See pages 49-51 for all other footnotes.

  The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Fund are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                         
Capital Growth Fund

Class A Class B Class C

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 5
                       
Management Fees 5
    0.95%       0.95%       0.95%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6
    0.19%       0.19%       0.19%  

Total Fund Operating Expenses (after
current waivers and expense limitations)
    1.39%       2.14%       2.14%  

 
40


 

FUND FEES AND EXPENSES
                         
Growth and Income Fund

Class A Class B Class C

Shareholder Fees
(fees paid directly from your investment):
                       
Maximum Sales Charge (Load) Imposed on Purchases
    5.5% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
    None 1     5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None  
Redemption Fees
    None       None       None  
Exchange Fees
    None       None       None  
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 5
                       
Management Fees 5
    0.70%       0.70%       0.70%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6 *
    0.26%       0.26%       0.26%  

Total Fund Operating Expenses*
    1.21%       1.96%       1.96%  

See pages 49-51 for all other footnotes.

  The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Fund are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                         
Growth and Income Fund

Class A Class B Class C

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 5
                       
Management Fees 5
    0.70%       0.70%       0.70%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6
    0.24%       0.24%       0.24%  

Total Fund Operating Expenses (after
current waivers and expense limitations)
    1.19%       1.94%       1.94%  

 
41


 

 
Fund Fees and Expenses (continued)

                         
Large Cap Value Fund

Class A Class B Class C

Shareholder Fees
(fees paid directly from your investment):
                       
Maximum Sales Charge (Load) Imposed on Purchases
    5.5% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
    None 1     5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None  
Redemption Fees
    None       None       None  
Exchange Fees
    None       None       None  
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 5
                       
Management Fees 5
    0.75%       0.75%       0.75%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6 *
    0.26%       0.26%       0.26%  

Total Fund Operating Expenses*
    1.26%       2.01%       2.01%  

See pages 49-51 for all other footnotes.

  The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Fund are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                         
Large Cap Value Fund

Class A Class B Class C

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 5
                       
Management Fees 5
    0.75%       0.75%       0.75%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6
    0.25%       0.25%       0.25%  

Total Fund Operating Expenses (after
current waivers and expense limitations)
    1.25%       2.00%       2.00%  

 
42


 

FUND FEES AND EXPENSES
                         
Strategic Growth Fund

Class A Class B Class C

Shareholder Fees
(fees paid directly from your investment):
                       
Maximum Sales Charge (Load) Imposed on Purchases
    5.5% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
    None 1     5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None  
Redemption Fees
    None       None       None  
Exchange Fees
    None       None       None  
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 5
                       
Management Fees 5
    1.00%       1.00%       1.00%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6 *
    0.32%       0.32%       0.32%  

Total Fund Operating Expenses*
    1.57%       2.32%       2.32%  

See pages 49-51 for all other footnotes.

  The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Fund are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                         
Strategic Growth Fund

Class A Class B Class C

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 5
                       
Management Fees 5
    1.00%       1.00%       1.00%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6
    0.19%       0.19%       0.19%  

Total Fund Operating Expenses (after
current waivers and expense limitations)
    1.44%       2.19%       2.19%  

 
43


 

 
Fund Fees and Expenses (continued)

                         
Concentrated Growth Fund

Class A Class B Class C

Shareholder Fees
(fees paid directly from your investment):
                       
Maximum Sales Charge (Load) Imposed on Purchases
    5.5% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
    None 1     5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None  
Redemption Fees
    None       None       None  
Exchange Fees
    None       None       None  
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 5
                       
Management Fees 5
    1.00%       1.00%       1.00%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6 *
    0.46%       0.46%       0.46%  

Total Fund Operating Expenses*
    1.71%       2.46%       2.46%  

See pages 49-51 for all other footnotes.

  The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Fund are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                         
Concentrated Growth Fund

Class A Class B Class C

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 5
                       
Management Fees 5
    1.00%       1.00%       1.00%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6
    0.23%       0.23%       0.23%  

Total Fund Operating Expenses (after
current waivers and expense limitations)
    1.48%       2.23%       2.23%  

 
44


 

FUND FEES AND EXPENSES
                         
Mid Cap Value Fund

Class A Class B Class C

Shareholder Fees
(fees paid directly from your investment):
                       
Maximum Sales Charge (Load) Imposed on Purchases
    5.5% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
    None 1     5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None  
Redemption Fees
    None       None       None  
Exchange Fees
    None       None       None  
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 5
                       
Management Fees 5
    0.71%       0.71%       0.71%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6 *
    0.23%       0.23%       0.23%  

Total Fund Operating Expenses*
    1.19%       1.94%       1.94%  

See pages 49-51 for all other footnotes.

  The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Fund are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                         
Mid Cap Value Fund

Class A Class B Class C

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 5
                       
Management Fees 5
    0.71%       0.71%       0.71%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6
    0.23%       0.23%       0.23%  

Total Fund Operating Expenses (after
current waivers and expense limitations)
    1.19%       1.94%       1.94%  

 
45


 

 
Fund Fees and Expenses (continued)

                         
Growth Opportunities Fund

Class A Class B Class C

Shareholder Fees
(fees paid directly from your investment):
                       
Maximum Sales Charge (Load) Imposed on Purchases
    5.5% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
    None 1     5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None  
Redemption Fees
    None       None       None  
Exchange Fees
    None       None       None  
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 5
                       
Management Fees 5
    1.00%       1.00%       1.00%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6 *
    0.24%       0.24%       0.24%  

Total Fund Operating Expenses*
    1.49%       2.24%       2.24%  

See pages 49-51 for all other footnotes.

  The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Fund are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                         
Growth Opportunities Fund

Class A Class B Class C

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 5
                       
Management Fees 5
    1.00%       1.00%       1.00%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6
    0.24%       0.24%       0.24%  

Total Fund Operating Expenses (after current waivers and expense limitations)
    1.49%       2.24%       2.24%  

 
46


 

FUND FEES AND EXPENSES
                         
Small/Mid Cap Growth Fund

Class A Class B Class C

Shareholder Fees
(fees paid directly from your investment):
                       
Maximum Sales Charge (Load) Imposed on Purchases
    5.5% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
    None 1     5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None  
Redemption Fees
    None       None       None  
Exchange Fees
    None       None       None  
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 5
                       
Management Fees 5
    1.00%       1.00%       1.00%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6 *
    2.60%       2.60%       2.60%  

Total Fund Operating Expenses*
    3.85%       4.60%       4.60%  

See pages 49-51 for all other footnotes.

  The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Fund are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                         
Small/Mid Cap Growth Fund

Class A Class B Class C

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 5
                       
Management Fees 5
    1.00%       1.00%       1.00%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6
    0.25%       0.25%       0.25%  

Total Fund Operating Expenses (after
current waivers and expense limitations)
    1.50%       2.25%       2.25%  

 
47


 

 
Fund Fees and Expenses (continued)

                         
Small Cap Value Fund

Class A Class B Class C

Shareholder Fees
(fees paid directly from your investment):
                       
Maximum Sales Charge (Load) Imposed on Purchases
    5.5% 1     None       None  
Maximum Deferred Sales Charge (Load) 2
    None 1     5.0% 3     1.0% 4
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None  
Redemption Fees
    None       None       None  
Exchange Fees
    None       None       None  
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 5
                       
Management Fees 5
    1.00%       1.00%       1.00%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6 *
    0.23%       0.23%       0.23%  

Total Fund Operating Expenses*
    1.48%       2.23%       2.23%  

See pages 49-51 for all other footnotes.

  The “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Fund are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                         
Small Cap Value Fund

Class A Class B Class C

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 5
                       
Management Fees 5
    1.00%       1.00%       1.00%  
Distribution and Service (12b-1) Fees
    0.25%       1.00%       1.00%  
Other Expenses 6
    0.23%       0.23%       0.23%  

Total Fund Operating Expenses (after
current waivers and expense limitations)
    1.48%       2.23%       2.23%  

 
48


 

FUND FEES AND EXPENSES

1
The maximum sales charge is a percentage of the offering price. Under certain circumstances, as described in the Shareholder Guide, the maximum sales charge may be reduced or waived entirely. A CDSC of 1% may be imposed on certain redemptions (within 18 months of purchase) of Class A Shares sold without an initial sales charge as part of an investment of $1 million or more.
2
The maximum CDSC is a percentage of the lesser of the NAV at the time of the redemption or the NAV when the shares were originally purchased.
3
A CDSC is imposed upon Class B Shares redeemed within six years of purchase at a rate of 5% in the first year, declining to 1% in the sixth year, and eliminated thereafter.
4
A CDSC of 1% is imposed on Class C Shares redeemed within 12 months of purchase.
5
The Small/Mid Cap Growth Fund is new and its annual operating expenses have been estimated for the current fiscal year. Except for the Balanced, Research Select and Mid Cap Value Funds, the Funds’ annual operating expenses are based on actual expenses incurred for the fiscal year ended August 31, 2005. In addition, the Investment Adviser has entered into the following fee reduction commitment for the Funds which was implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of the date of this Prospectus. The rates listed on the following page for the Capital Growth Fund have been contractual since January 1, 2005 and the rates listed on the following page for the Small/Mid Cap Growth Fund have been contractual since the commencement of operations in June 2005. The fee reduction commitment results in the following annual management fee rates as follows on page 50:

 
49


 

 
Fund Fees and Expenses (continued)

                 
Fund Management Fee Annual Rate Average Daily Net Assets

Balanced
    0.65 %   First $ 1 Billion  
      0.59     Next $ 1 Billion  
      0.56     Over $ 2 Billion  

Research Select
    1.00 %   First $ 1 Billion  
      0.90     Next $ 1 Billion  
      0.86     Over $ 2 Billion  

Capital Growth
    1.00 %   First $ 1 Billion  
      0.90     Next $ 1 Billion  
      0.80     Over $ 2 Billion  

Growth and Income
    0.70 %   First $ 1 Billion  
      0.63     Next $ 1 Billion  
      0.60     Over $ 2 Billion  

Large Cap Value
    0.75 %   First $ 1 Billion  
      0.68     Next $ 1 Billion  
      0.65     Over $ 2 Billion  

Strategic Growth
    1.00 %   First $ 1 Billion  
      0.90     Next $ 1 Billion  
      0.86     Over $ 2 Billion  

Concentrated Growth
    1.00 %   First $ 1 Billion  
      0.90     Next $ 1 Billion  
      0.86     Over $ 2 Billion  

Mid Cap Value
    0.75 %   First $ 2 Billion  
      0.68     Over $ 2 Billion  

Growth Opportunities
    1.00 %   First $ 2 Billion  
      0.90     Over $ 2 Billion  

Small/Mid Cap Growth
    1.00 %   First $ 2 Billion  
      0.90     Over $ 2 Billion  

Small Cap Value
    1.00 %   First $ 2 Billion  
      0.90     Over $ 2 Billion  

Additionally, effective July 1, 2005, the Investment Adviser has voluntarily agreed to waive a portion of its management fees equal to 0.05% of the Research Select Fund’s average daily net assets.
Prior to the fee reduction commitment described above, the management fees for the Balanced, Research Select, Growth and Income, Large Cap Value, Strategic Growth, Concentrated Growth, Mid Cap Value, Growth Opportunities, and Small Cap Value Funds as an annual percentage rate of average daily net assets were 0.65%, 1.00%, 0.70%, 0.75%, 1.00%, 1.00%, 0.75%, 1.00% and 1.00%,
 
50


 

FUND FEES AND EXPENSES
 
respectively. Prior to January 1, 2005, the management fee for the Capital Growth Fund as an annual percentage rate of average daily net assets was 1.00%.
As a result of the fee reduction commitment, the Mid Cap Value Fund’s “Management Fees” and “Total Fund Operating Expenses” in the Expense Table have been restated to reflect the expenses that are expected for the current fiscal year.
6
“Other Expenses” include transfer agency fees and expenses equal on an annualized basis to 0.19% of the average daily net assets of each Fund’s Class A, B and C Shares, plus all other ordinary expenses not detailed above. The Investment Adviser has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, distribution and service fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the following percentages of each Fund’s average daily net assets:
             
Other
Fund Expenses

Balanced
    0.064%      
Research Select
    0.064%      
Capital Growth
    0.004%      
Growth and Income
    0.054%      
Large Cap Value
    0.064%      
Strategic Growth
    0.004%      
Concentrated Growth
    0.044%      
Mid Cap Value
    0.104%      
Growth Opportunities
    0.114%      
Small/Mid Cap Growth
    0.064%      
Small Cap Value
    0.064%      
 
51


 

Fund Fees and Expenses (continued)

Example


The following Example is intended to help you compare the cost of investing in a Fund (without the waivers and expense limitations) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, B or C Shares of a Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that a Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
                                   
Fund 1 Year 3 Years 5 Years 10 Years

Balanced
                               
Class A Shares
  $ 676     $ 944     $ 1,231     $ 2,046  
Class B Shares
                               
 
– Assuming complete redemption at end of period
  $ 709     $ 947     $ 1,310     $ 2,202  
 
– Assuming no redemption
  $ 209     $ 647     $ 1,110     $ 2,202  
Class C Shares
                               
 
– Assuming complete redemption at end of period
  $ 309     $ 647     $ 1,110     $ 2,394  
 
– Assuming no redemption
  $ 209     $ 647     $ 1,110     $ 2,394  

Research Select
                               
Class A Shares
  $ 707     $ 1,037     $ 1,390     $ 2,381  
Class B Shares
                               
 
– Assuming complete redemption at end of period
  $ 742     $ 1,044     $ 1,472     $ 2,534  
 
– Assuming no redemption
  $ 242     $ 744     $ 1,272     $ 2,534  
Class C Shares
                               
 
– Assuming complete redemption at end of period
  $ 342     $ 744     $ 1,272     $ 2,720  
 
– Assuming no redemption
  $ 242     $ 744     $ 1,272     $ 2,720  

Capital Growth
                               
Class A Shares
  $ 689     $ 983     $ 1,299     $ 2,190  
Class B Shares
                               
 
– Assuming complete redemption at end of period
  $ 723     $ 988     $ 1,380     $ 2,344  
 
– Assuming no redemption
  $ 223     $ 688     $ 1,180     $ 2,344  
Class C Shares
                               
 
– Assuming complete redemption at end of period
  $ 323     $ 688     $ 1,180     $ 2,534  
 
– Assuming no redemption
  $ 223     $ 688     $ 1,180     $ 2,534  

Growth and Income
                               
Class A Shares
  $ 667     $ 914     $ 1,180     $ 1,940  
Class B Shares
                               
 
– Assuming complete redemption at end of period
  $ 699     $ 916     $ 1,259     $ 2,095  
 
– Assuming no redemption
  $ 199     $ 616     $ 1,059     $ 2,095  
Class C Shares
                               
 
– Assuming complete redemption at end of period
  $ 299     $ 616     $ 1,059     $ 2,289  
 
– Assuming no redemption
  $ 199     $ 616     $ 1,059     $ 2,289  

 
52


 

FUND FEES AND EXPENSES
                                   
Fund 1 Year 3 Years 5 Years 10 Years

Large Cap Value                                
Class A Shares
  $ 672     $ 929     $ 1,206     $ 1,993  
Class B Shares
                               
 
– Assuming complete redemption at end of period
  $ 704     $ 932     $ 1,285     $ 2,149  
 
– Assuming no redemption
  $ 204     $ 632     $ 1,085     $ 2,149  
Class C Shares
                               
 
– Assuming complete redemption at end of period
  $ 304     $ 632     $ 1,085     $ 2,342  
 
– Assuming no redemption
  $ 204     $ 632     $ 1,085     $ 2,342  

Strategic Growth
                               
Class A Shares
  $ 701     $ 1,018     $ 1,358     $ 2,315  
Class B Shares
                               
 
– Assuming complete redemption at end of period
  $ 735     $ 1,024     $ 1,440     $ 2,468  
 
– Assuming no redemption
  $ 235     $ 724     $ 1,240     $ 2,468  
Class C Shares
                               
 
– Assuming complete redemption at end of period
  $ 335     $ 724     $ 1,240     $ 2,656  
 
– Assuming no redemption
  $ 235     $ 724     $ 1,240     $ 2,656  

Concentrated Growth
                               
Class A Shares
  $ 714     $ 1,059     $ 1,427     $ 2,458  
Class B Shares
                               
 
– Assuming complete redemption at end of period
  $ 749     $ 1,067     $ 1,511     $ 2,611  
 
– Assuming no redemption
  $ 249     $ 767     $ 1,311     $ 2,611  
Class C Shares
                               
 
– Assuming complete redemption at end of period
  $ 349     $ 767     $ 1,311     $ 2,796  
 
– Assuming no redemption
  $ 249     $ 767     $ 1,311     $ 2,796  

Mid Cap Value
                               
Class A Shares
  $ 665     $ 907     $ 1,168     $ 1,914  
Class B Shares
                               
 
– Assuming complete redemption at end of period
  $ 692     $ 909     $ 1,247     $ 2,070  
 
– Assuming no redemption
  $ 197     $ 609     $ 1,047     $ 2,070  
Class C Shares
                               
 
– Assuming complete redemption at end of period
  $ 297     $ 609     $ 1,047     $ 2,264  
 
– Assuming no redemption
  $ 197     $ 609     $ 1,047     $ 2,264  

Growth Opportunities
                               
Class A Shares
  $ 694     $ 996     $ 1,320     $ 2,236  
Class B Shares
                               
 
– Assuming complete redemption at end of period
  $ 727     $ 1,001     $ 1,402     $ 2,390  
 
– Assuming no redemption
  $ 227     $ 701     $ 1,202     $ 2,390  
Class C Shares
                               
 
– Assuming complete redemption at end of period
  $ 327     $ 701     $ 1,202     $ 2,579  
 
– Assuming no redemption
  $ 227     $ 701     $ 1,202     $ 2,579  

 
53


 

 
Fund Fees and Expenses (continued)

                                   
Fund 1 Year 3 Years 5 Years 10 Years

Small/Mid Cap Growth
                               
Class A Shares
  $ 916     $ 1,660       N/A       N/A  
Class B Shares
                               
 
– Assuming complete redemption at end of period
  $ 961     $ 1,688       N/A       N/A  
 
– Assuming no redemption
  $ 461     $ 1,388       N/A       N/A  
Class C Shares
                               
 
– Assuming complete redemption at end of period
  $ 561     $ 1,388       N/A       N/A  
 
– Assuming no redemption
  $ 461     $ 1,388       N/A       N/A  

Small Cap Value
                               
Class A Shares
  $ 693     $ 993     $ 1,315     $ 2,225  
Class B Shares
                               
 
– Assuming complete redemption at end of period
  $ 726     $ 998     $ 1,397     $ 2,380  
 
– Assuming no redemption
  $ 226     $ 698     $ 1,197     $ 2,380  
Class C Shares
                               
 
– Assuming complete redemption at end of period
  $ 326     $ 698     $ 1,197     $ 2,569  
 
– Assuming no redemption
  $ 226     $ 698     $ 1,197     $ 2,569  

The hypothetical example assumes that a CDSC will not apply to redemptions of Class A Shares within the first 18 months. Class B Shares convert to Class A Shares eight years after purchase; therefore, Class A expenses are used in the hypothetical example after year eight.

Certain institutions that sell Fund shares and/or their salespersons may receive other compensation in connection with the sale and distribution of Class A, Class B and Class C Shares for services to their customers’ accounts and/or the Funds. For additional information regarding such compensation, see “What Should I Know When I Purchase Shares Through An Authorized Dealer?” in the Prospectus and “Payments to Intermediaries” in the Additional Statement.

 
54


 

 
  Service Providers

   INVESTMENT ADVISER   

     
Investment Adviser Fund

Goldman Sachs Asset Management, L.P. (“GSAM”)
32 Old Slip
New York, New York 10005
  Balanced
Research Select
Capital Growth
Growth and Income
Large Cap Value
Strategic Growth
Concentrated Growth
Mid Cap Value
Growth Opportunities
Small/Mid Cap Growth
Small Cap Value

  GSAM has been registered as an investment adviser with the SEC since 1990 and is an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”). As of September 30, 2005, GSAM had assets under management of $471.8 billion.
 
  The Investment Adviser provides day-to-day advice regarding the Funds’ portfolio transactions. The Investment Adviser makes the investment decisions for the Funds and places purchase and sale orders for the Funds’ portfolio transactions in U.S. and foreign markets. As permitted by applicable law, these orders may be directed to any brokers, including Goldman Sachs and its affiliates. While the Investment Adviser is ultimately responsible for the management of the Funds, it is able to draw upon the research and expertise of its asset management affiliates for portfolio decisions and management with respect to certain portfolio securities. In addition, the Investment Adviser has access to the research and certain proprietary technical models developed by Goldman Sachs, and will apply quantitative and qualitative analysis in determining the appropriate allocations among categories of issuers and types of securities.
 
  The Investment Adviser also performs the following additional services for the Funds:
  n   Supervises all non-advisory operations of the Funds
  n   Provides personnel to perform necessary executive, administrative and clerical services to the Funds
  n   Arranges for the preparation of all required tax returns, reports to shareholders, prospectuses and statements of additional information and other reports filed with the SEC and other regulatory authorities
  n   Maintains the records of each Fund
  n   Provides office space and all necessary office equipment and services

 
55


 

   MANAGEMENT FEES   

  As compensation for its services and its assumption of certain expenses, the Investment Adviser is entitled to the following fees, computed daily and payable monthly, at the annual rates listed below (as a percentage of each respective Fund’s average daily net assets):

                     
Actual Rate
Average For the Fiscal
Daily Year Ended
Fund Contractual Rate* Net Assets August 31, 2005

Balanced
    0.65%       First $1  Billion     0.65%
      0.59%       Next $1 Billion      
      0.56%       Over $2 Billion      

Research Select
    1.00%       First $1  Billion     0.99%
      0.90%       Next $1 Billion      
      0.86%       Over $2 Billion      

Capital Growth
    1.00%       First $1  Billion     0.95%
      0.90%       Next $1 Billion      
      0.80%       Over $2 Billion      

Growth and Income
    0.70%       First $1  Billion     0.70%
      0.63%       Next $1 Billion      
      0.60%       Over $2 Billion      

Large Cap Value
    0.75%       First $1  Billion     0.75%
      0.68%       Next $1 Billion      
      0.65%       Over $2 Billion      

Strategic Growth
    1.00%       First $1  Billion     1.00%
      0.90%       Next $1 Billion      
      0.86%       Over $2 Billion      

Concentrated Growth
    1.00%       First $1  Billion     1.00%
      0.90%       Next $1 Billion      
      0.86%       Over $2 Billion      

Mid Cap Value
    0.75%       First $2  Billion     0.74%
      0.68%       Over $2 Billion      

Growth Opportunities
    1.00%       First $2  Billion     1.00%
      0.90%       Over $2 Billion      

Small/Mid Cap Growth
    1.00%       First $2  Billion     1.00%
      0.90%       Over $2 Billion      

Small Cap Value
    1.00%       First $2  Billion     1.00%
      0.90%       Over $2 Billion      

 
   *
The Investment Adviser has entered into the following new fee reduction commitments for the Funds which were implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of the date of this Prospectus. The rates listed above for the Capital Growth Fund have
 
56


 

SERVICE PROVIDERS

  been contractual since January 1, 2005 and the rates listed above for the Small/Mid Cap Growth Fund have been contractual since the commencement of operations in June 2005.
 

Additionally, effective July 1, 2005, the Investment Adviser has voluntarily agreed to waive a portion of its management fee equal to 0.05% of the Research Select Fund’s average daily net assets.
 

Prior to the fee reduction commitment, the management fees for the Balanced, Research Select, Growth and Income, Large Cap Value, Strategic Growth, Concentrated Growth, Mid Cap Value, Growth Opportunities, and Small Cap Value Funds as an annual percentage rate of average daily net assets were 0.65%, 1.00%, 0.70%, 0.75%, 1.00%, 1.00%, 0.75%, 1.00%, and 1.00%, respectively. Prior to January 1, 2005 the Management Fee for the Capital Growth Fund as an annual percentage rate of average daily net assets was 1.00%.

  The Investment Adviser may discontinue or modify any voluntary waivers in the future at its discretion.
 
  A discussion regarding the basis for the Board of Trustees’ approval of the Management Agreement for the Funds in 2005 is available in the Funds’ annual report dated August 31, 2005.

 
57


 

   FUND MANAGERS   

  Value Investment Team
  n   Fourteen investment professionals with an average of over 18 years each of financial experience comprise the Investment Adviser’s value investment team
  n   The team is organized by industry in order to deliver depth and breadth of research expertise
  n   Portfolio decision makers are actively conducting the research, which brings intensity and focus to the Value team process

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Eileen Rominger
Managing Director
Chief Investment Officer
  Portfolio Manager—
Balanced (Equity)
Growth and Income
Large Cap Value
Mid Cap Value
Research Select
  Since
1999
1999
1999
1999
2002
  Ms. Rominger joined the Investment Adviser as a portfolio manager and Chief Investment Officer of the Value team in August 1999. From 1981 to 1999, she worked at Oppenheimer Capital, most recently as a senior portfolio manager.

Dolores Bamford, CFA
Managing Director
  Portfolio Manager—
Growth and Income
Large Cap Value
Mid Cap Value
Small Cap Value
  Since
2002
2002
2002
2002
  Ms. Bamford joined the Investment Adviser as a portfolio manager for the Value team in April 2002. Prior to that, she was a portfolio manager at Putnam Investments for various products since 1991.

David L. Berdon
Vice President
  Portfolio Manager—
Large Cap Value
Mid Cap Value
Small Cap Value
  Since
2002
2002
2003
  Mr. Berdon joined the Investment Adviser as a research analyst in March 2001 and became a portfolio manager in October 2002. From September 1999 to March 2001, he was a Vice President for Business Development and Strategic Alliances at Soliloquy Inc.

Andrew Braun
Managing Director
  Portfolio Manager—
Growth and Income
Large Cap Value
Mid Cap Value
  Since
2001
2001
2001
  Mr. Braun joined the Investment Adviser as a mutual fund product development analyst in July 1993. From January 1997 to April 2001, he was a research analyst on the Value team and he became a portfolio manager in May 2001.

Scott Carroll, CFA
Vice President
  Portfolio Manager—
Growth and Income
Large Cap Value
Mid Cap Value
Small Cap Value
  Since
2002
2002
2002
2002
  Mr. Carroll joined the Investment Adviser as a portfolio manager for the Value team in May 2002. From 1996 to 2002, he worked at Van Kampen Funds where he had portfolio management and analyst responsibilities for Growth and Income and Equity Income funds.

 
58


 

SERVICE PROVIDERS

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Sally Pope Davis
Vice President
  Portfolio Manager—
Growth and Income
Large Cap Value
Mid Cap Value
Research Select
  Since
2001
2001
2001
2002
  Ms. Davis joined the Investment Adviser as a portfolio manager in August 2001. From December 1999 to July 2001, she was a relationship manager in Private Wealth Management at Goldman Sachs.

J. Kelly Flynn
Vice President
  Portfolio Manager—
Small Cap Value
  Since
2002
  Mr. Flynn joined the Investment Adviser as a portfolio manager in April 2002. From 1999 to 2002, he was a portfolio manager for Small Cap/SMID Cap Value products at Lazard Asset Management.

Sean Gallagher
Managing Director
  Portfolio Manager—
Growth and Income
Large Cap Value
Mid Cap Value
  Since
2001
2001
2001
  Mr. Gallagher joined the Investment Adviser as a research analyst in May 2000. He became a portfolio manager in December 2001. From October 1993 to May 2000, he was a research analyst at Merrill Lynch Asset Management.

James Otness, CFA
Managing Director
  Portfolio Manager—
Small Cap Value
  Since
2000
  Mr. Otness joined the Investment Adviser as a portfolio manager in May 2000. From 1998 to 2000, he headed Dolphin Asset Management.

Lisa Parisi, CFA
Managing Director
  Portfolio Manager—
Mid Cap Value
Small Cap Value
Growth and Income
Large Cap Value
  Since
2001
2001
2002
2002
  Ms. Parisi joined the Investment Adviser as a portfolio manager in August 2001. From December 2000 to August 2001, she was a portfolio manager at John A. Levin & Co. From March 1995 to December 2000, she was a portfolio manager and managing director at Valenzuela Capital.

Edward Perkin, CFA
Vice President
  Portfolio Manager—
Mid Cap Value
Small Cap Value
  Since
2004
2004
  Mr. Perkin joined the Investment Adviser as a research analyst in June 2002 and became a portfolio manager in July 2004. From August 2000 to May 2002, he gained investment research experience at Gabelli Asset Management and Fidelity Advisors while attending business school. From August 1997 to May 2000, he was a senior research analyst at FiServe.

  Eileen Rominger serves as lead manager of the Value team. Each other portfolio manager serves as a primary research analyst for a particular industry. While the entire team debates investment ideas and overall portfolio structure, the final buy/sell decision for a particular security resides primarily with the portfolio manager responsible for that particular industry. As Chief Investment Officer and lead portfolio manager of the team, Ms. Rominger is ultimately responsible for the composition of a Fund’s portfolio structure at both the stock and industry level.

 
59


 

  For more information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds, see the Additional Statement.
 
60


 

SERVICE PROVIDERS

  Growth Investment Team
  n   25 years consistent investment style applied through diverse and complete market cycles
  n   $27 billion in equities currently under management
  n   A portfolio management and analytical team with nearly 270 years combined investment experience

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Steven M. Barry
Managing Director
Chief Investment Officer
  Senior Portfolio Manager—
Growth Opportunities
Balanced (Equity)
Capital Growth
Strategic Growth
Research Select
Concentrated Growth
Small/Mid Cap Growth
  Since
1999
2000
2000
2000
2002
2002
2005
  Mr. Barry joined the Investment Adviser as a portfolio manager in 1999. From 1988 to 1999, he was a portfolio manager at Alliance Capital Management.

Gregory H. Ekizian, CFA
Managing Director
Chief Investment Officer
  Senior Portfolio Manager—
Capital Growth
Balanced (Equity)
Strategic Growth
Growth Opportunities
Research Select
Concentrated Growth
Small/Mid Cap Growth
  Since
1997
1998
1999
1999
2002
2002
2005
  Mr. Ekizian joined the Investment Adviser in January 1997 when Goldman Sachs Asset Management acquired Liberty Investment Management. He was a senior portfolio manager at Liberty prior to the acquisition. He joined Liberty’s predecessor firm Eagle Asset Management in 1990.

David G. Shell, CFA
Managing Director
Chief Investment Officer
  Senior Portfolio Manager—
Capital Growth
Balanced (Equity)
Strategic Growth
Growth Opportunities
Research Select
Concentrated Growth
Small/Mid Cap Growth
  Since
1997
1998
1999
1999
2002
2002
2005
  Mr. Shell joined the Investment Adviser in January 1997 when Goldman Sachs Asset Management acquired Liberty Investment Management. He was a senior portfolio manager at Liberty prior to the acquisition. He joined Liberty’s predecessor firm Eagle Asset Management in 1987.

  Steve Barry, Dave Shell and Greg Ekizian are Chief Investment Officers (“CIOs”) of the Growth team. All 22 members of the team discuss their research analysis and recommendations with the whole team at investment strategy meetings. The entire team discusses and debates whether the business being presented meets the Growth team’s definition of a high-quality growth business and the attractiveness of the current valuation. The team reaches a consensus on whether a business is worthy of a position in the portfolio. The CIOs are accountable for all portfolio construction decisions and determine the appropriate weight for each investment.
 
  For more information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds, see the Additional Statement.

 
61


 

  Fixed-Income Investment Team
  n   The Fixed-Income team is comprised of a deep team of sector specialists
  n   The team strives to maximize risk-adjusted returns by de-emphasizing interest rate anticipation and focusing on security selection and sector allocation
  n   The team manages approximately $141.9 billion in fixed-income assets for retail, institutional and high net worth clients

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Jonathan A. Beinner
Chief Investment Officer,
Fixed-Income Portfolio Management
  Senior Portfolio Manager—
Balanced (Fixed-Income)
  Since
1994
  Mr. Beinner joined the Investment Adviser in 1990 as a portfolio manager.

James B. Clark
Managing Director
Co-Head U.S. Fixed-Income
  Portfolio Manager—
Balanced (Fixed-Income)
  Since
1994
  Mr. Clark joined the Investment Adviser in 1994 as a portfolio manager.

  Jonathan Beinner serves as the Chief Investment Officer for the Fixed-Income team and is responsible for high-level decisions pertaining to portfolios across multiple strategies. James Clark serves as Co-Head of the U.S. Fixed-Income team and is responsible for a variety of U.S. investment strategies. The Fixed-Income portfolio management team is organized into a series of specialist teams which focus on generating and implementing investment ideas within their area of expertise. Both top-down and bottom-up decisions are made by these small strategy teams, rather than by one portfolio manager or committee. Ultimate accountability for the portfolio resides with the lead portfolio managers, who set the long-term risk budget and oversee the portfolio construction process.
 
  For more information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds, see the Additional Statement.

   DISTRIBUTOR AND TRANSFER AGENT   

  Goldman Sachs, 85 Broad Street, New York, New York 10004, serves as the exclusive distributor (the “Distributor”) of each Fund’s shares. Goldman Sachs, 71 S. Wacker Dr., Suite 500, Chicago, Illinois 60606, also serves as each Fund’s transfer agent (the “Transfer Agent”) and, as such, performs various shareholder servicing functions.
 
  From time to time, Goldman Sachs or any of its affiliates may purchase and hold shares of the Funds. Goldman Sachs reserves the right to redeem at any time some or all of the shares acquired for its own account.

 
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SERVICE PROVIDERS

   ACTIVITIES OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER 
   ACCOUNTS MANAGED BY GOLDMAN SACHS   

  The involvement of the Investment Adviser, Goldman Sachs and their affiliates in the management of, or their interest in, other accounts and other activities of Goldman Sachs may present conflicts of interest with respect to a Fund or limit a Fund’s investment activities. Goldman Sachs is a full service investment banking, broker dealer, asset management and financial services organization and a major participant in global financial markets. As such, it acts as an investor, investment banker, research provider, investment manager, financer, advisor, market maker, trader, prime broker, lender, agent and principal, and has other direct and indirect interests, in the global fixed income, currency, commodity, equity and other markets in which the Funds directly and indirectly invest. Thus, it is likely that the Funds will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or obtain services from entities for which Goldman Sachs performs or seeks to perform investment banking or other services. Goldman Sachs and its affiliates engage in proprietary trading and advise accounts and funds which have investment objectives similar to those of the Funds and/or which engage in and compete for transactions in the same types of securities, currencies and instruments as the Funds. Goldman Sachs and its affiliates will not have any obligation to make available any information regarding their proprietary activities or strategies, or the activities or strategies used for other accounts managed by them, for the benefit of the management of the Funds. The results of a Fund’s investment activities, therefore, may differ from those of Goldman Sachs, its affiliates and other accounts managed by Goldman Sachs, and it is possible that a Fund could sustain losses during periods in which Goldman Sachs and its affiliates and other accounts achieve significant profits on their trading for proprietary or other accounts. In addition, the Funds may, from time to time, enter into transactions in which Goldman Sachs or its other clients have an adverse interest. Furthermore, transactions undertaken by Goldman Sachs, its affiliates or Goldman Sachs advised clients may adversely impact the Funds. Transactions by one or more Goldman Sachs advised clients or the Investment Adviser may have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of the Funds. A Fund’s activities may be limited because of regulatory restrictions applicable to Goldman Sachs and its affiliates, and/or their internal policies designed to comply with such restrictions. As a global financial services firm, Goldman Sachs also provides a wide range of investment banking and financial services to issuers of securities and investors in securities. Goldman Sachs, its affiliates and others associated with it may create markets or specialize in, have positions in and affect transactions in, securities of issuers held by the Funds, and may also perform or seek to perform investment banking and

 
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  financial services for those issuers. Goldman Sachs and its affiliates may have business relationships with and purchase or distribute or sell services or products from or to distributors, consultants or others who recommend the Fund or who engage in transactions with or for the Funds. For more information about conflicts of interest, see the Additional Statement.
 
  Under a securities lending program approved by the Funds’ Board of Trustees, the Funds have retained an affiliate of the Investment Adviser to serve as the securities lending agent for each Fund to the extent that the Funds engage in the securities lending program. For these services, the lending agent may receive a fee from the Funds, including a fee based on the returns earned on the Funds’ investment of the cash received as collateral for the loaned securities. In addition, the Funds may make brokerage and other payments to Goldman Sachs and its affiliates in connection with the Funds’ portfolio investment transactions.

   LEGAL PROCEEDINGS   

  On April 2, 2004, Lois Burke, a plaintiff identifying herself as a shareholder of the Goldman Sachs Internet Tollkeeper Fund, filed a purported class and derivative action lawsuit in the United States District Court for the Southern District of New York against The Goldman Sachs Group, Inc. (“GSG”), GSAM, the Trustees and Officers of the Goldman Sachs Trust (the “Trust”), and John Doe Defendants. In addition, certain of the Goldman Sachs Funds included in this Prospectus and certain other investment portfolios of the Trust were named as nominal defendants. On April 19 and May 6, 2004, additional class and derivative action lawsuits containing substantially similar allegations and requests for redress were filed in the United States District Court for the Southern District of New York. On June 29, 2004, the three complaints were consolidated into one action, In re Goldman Sachs Mutual Funds Fee Litigation , and on November 17, 2004, the plaintiffs filed a consolidated amended complaint against GSG, GSAM, Goldman Sachs Asset Management International (“GSAMI”), Goldman, Sachs & Co., Goldman Sachs Variable Insurance Trust (“GSVIT”), the Trustees and Officers of the Trust and John Doe Defendants (collectively, the “Defendants”) in the United States District Court for the Southern District of New York. Certain investment portfolios of the Trust and GSVIT (collectively, the “Goldman Sachs Funds”) were also named as nominal defendants in the amended complaint. Plaintiffs filed a second amended consolidated complaint on April 15, 2005.
 
  The second amended consolidated complaint, which is brought on behalf of all persons or entities who held shares in the Goldman Sachs Funds between April 2, 1999 and January 9, 2004, inclusive (the “Class Period”), asserts claims involving (i) violations of the Investment Company Act of 1940 (the “Investment Company

 
64


 

SERVICE PROVIDERS

  Act”) and the Investment Advisers Act of 1940, (ii) common law breaches of fiduciary duty, and (iii) unjust enrichment. The complaint alleges, among other things, that during the Class Period, the Defendants made improper and excessive brokerage commission and other payments to brokers that sold shares of the Goldman Sachs Funds and omitted statements of fact in registration statements and reports filed pursuant to the Investment Company Act which were necessary to prevent such registration statements and reports from being materially false and misleading. In addition, the complaint alleges that the Goldman Sachs Funds paid excessive and improper investment advisory fees to GSAM and GSAMI. The complaint also alleges that GSAM and GSAMI used Rule 12b-1 fees for improper purposes and made improper use of soft dollars. The complaint further alleges that the Trust’s Officers and Trustees breached their fiduciary duties in connection with the foregoing. The plaintiffs in the cases are seeking compensatory damages; rescission of GSAM’s and GSAMI’s investment advisory agreement and return of fees paid; an accounting of all Goldman Sachs Funds-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and reasonable costs and expenses, including counsel fees and expert fees.
 
  Based on currently available information, GSAM and GSAMI believe that the likelihood that the pending purported class and derivative action lawsuit will have a material adverse financial impact on the Goldman Sachs Funds is remote, and the pending action is not likely to materially affect their ability to provide investment management services to its clients, including the Goldman Sachs Funds.

 
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  Dividends
 
  Each Fund pays dividends from its investment income and distributions from net realized capital gains. You may choose to have dividends and distributions paid in:
  n   Cash
  n   Additional shares of the same class of the same Fund
  n   Shares of the same or an equivalent class of another Goldman Sachs Fund. Special restrictions may apply for certain Goldman Sachs Institutional Liquid Assets Portfolios (“ILA Portfolios”). See the Additional Statement.

  You may indicate your election on your Account Application. Any changes may be submitted in writing to Goldman Sachs at any time before the record date for a particular dividend or distribution. If you do not indicate any choice, your dividends and distributions will be reinvested automatically in the applicable Fund.
 
  The election to reinvest dividends and distributions in additional shares will not affect the tax treatment of such dividends and distributions, which will be treated as received by you and then used to purchase the shares.
 
  Dividends from net investment income and distributions from net capital gains are declared and paid as follows:

         
Investment Capital Gains
Fund Income Dividends Distributions

Balanced
  Quarterly   Annually

Research Select
  Annually   Annually

Capital Growth
  Annually   Annually

Growth and Income
  Quarterly   Annually

Large Cap Value
  Annually   Annually

Strategic Growth
  Annually   Annually

Concentrated Growth
  Annually   Annually

Mid Cap Value
  Annually   Annually

Growth Opportunities
  Annually   Annually

Small/Mid Cap Growth
  Annually   Annually

Small Cap Value
  Annually   Annually

 
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DIVIDENDS

  From time to time a portion of a Fund’s dividends may constitute a return of capital.
 
  When you purchase shares of a Fund, part of the NAV per share may be represented by undistributed realized gains that have previously been earned by the Fund. Therefore, subsequent distributions on such shares from such income or realized gains may be taxable to you even if the NAV of the shares is, as a result of the distributions, reduced below the cost of such shares and the distributions (or portions thereof) represent a return of a portion of the purchase price.

 
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  Shareholder Guide
 
  The following section will provide you with answers to some of the most often asked questions regarding buying and selling the Funds’ shares.

   HOW TO BUY SHARES   

  How Can I Purchase Class A, Class B And Class C Shares Of The Funds?
  You may purchase shares of the Funds through:
  n   Goldman Sachs;
  n   Authorized Dealers; or
  n   Directly from Goldman Sachs Trust (the “Trust”).

  In order to make an initial investment in a Fund, you must furnish to the Fund, Goldman Sachs or your Authorized Dealer the information in the Account Application. An order will be processed upon receipt of payment.
 
  To Open an Account:
  n   Complete the Account Application
  n   Mail your payment and Account Application to:
      Your Authorized Dealer
      —  Purchases by check or Federal Reserve draft should be made payable to your Authorized Dealer
      —  Your Authorized Dealer is responsible for forwarding payment promptly (within three business days) to the Fund
      or
      Goldman Sachs Funds , P.O. Box 219711, Kansas City, MO 64121-9711
      —  Purchases by check or Federal Reserve draft should be made payable to Goldman Sachs Funds – (Name of Fund and Class of Shares)
      —  Boston Financial Data Services, Inc. (“BFDS”), the Funds’ sub-transfer agent, will not accept checks drawn on foreign banks, third-party checks, cashier’s checks or official checks, temporary checks, electronic checks, drawer checks, cash, money orders, travelers cheques or credit card checks. In limited situations involving the transfer of retirement assets, BFDS may accept cashier’s checks or official bank checks.
      —  Federal funds wire, Automated Clearing House Network (“ACH”) transfer or bank wires should be sent to State Street Bank and Trust Company (“State Street”) (each Fund’s custodian). Please call the Funds at 1-800-526-7384 to get detailed instructions on how to wire your money.

 
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SHAREHOLDER GUIDE

  What Is My Minimum Investment In The Funds?

                 
Initial Additional

Regular Account
    $1000       $50  

Retirement Accounts (e.g. IRAs, employer sponsored plans)
    $250       No Minimum  

Uniform Gift/Transfer to Minor (UTMA/UGMA)
    $250       $50  

Coverdell ESAs
    $250       $50  

Automatic Investment Plans
    $250       $50  

  What Alternative Sales Arrangements Are Available?
  The Funds offer three classes of shares through this Prospectus.

         

Maximum Amount You Can Buy In The Aggregate Across Funds
  Class A   No limit
   
    Class B   $100,000*
   
    Class C   $1,000,000*

Initial Sales Charge
  Class A   Applies to purchases of less than $1 million—varies by size of investment with a maximum of 5.5%
   
    Class B   None
   
    Class C   None

CDSC
  Class A   1.00% on certain investments of $1 million or more if you sell within 18 months
   
    Class B   6 year declining CDSC with a maximum of 5%
   
    Class C   1% if shares are redeemed within 12 months of purchase

Conversion Feature
  Class A   None
   
    Class B   Class B Shares automatically convert to Class A Shares after 8 years
   
    Class C   None

 
  *
No additional Class B Shares or Class C Shares may be purchased by an investor either in an initial purchase or in subsequent purchases if the current market value of the shares owned and/or purchased is equal to or exceeds $100,000 in the case of Class B Shares or $1,000,000 in the case of Class C Shares.

  What Else Should I Know About Share Purchases?
  The Trust reserves the right to:
  n   Refuse to open an account if you fail to (i) provide a Social Security Number or other taxpayer identification number; or (ii) certify that such number is correct (if required to do so under applicable law).
  n   Reject or restrict any purchase or exchange order by a particular purchaser (or group of related purchasers) for any reason in its discretion. Without limiting the foregoing, the Trust may reject or restrict purchase and exchange orders by a particular purchaser (or group of related purchasers) when a pattern of frequent

 
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  purchases, sales or exchanges of shares of a Fund is evident, or if purchases, sales or exchanges are, or a subsequent abrupt redemption might be, of a size that would disrupt the management of a Fund.
  n   Close a Fund to new investors from time to time and reopen any such Fund whenever it is deemed appropriate by a Fund’s Investment Adviser.
  n   Modify or waive the minimum investment amounts.
  n   Modify the manner in which shares are offered.
  n   Modify the sales charge rates applicable to future purchases of shares.

  Generally, the Fund will not allow non-U.S. citizens and certain U.S. citizens residing outside the United States to open an account directly with the Funds.
 
  The Funds may allow you to purchase shares with securities instead of cash if consistent with a Fund’s investment policies and operations and if approved by the Fund’s Investment Adviser.
 
  As of the date of this Prospectus, the Goldman Sachs Mid Cap Value and Small Cap Value Funds (the “Closed Funds”) were generally closed to new investors. The following investors, however, may make purchases and reinvestments of dividends and capital gains into the Closed Funds:
  n   Current shareholders of the respective Closed Funds;
  n   Certain employee benefit plans and certain financial institutions providing services to employee benefit plans, namely: (i) Qualified Defined Contribution and Benefit Plans (as defined below) making an initial investment of $10 million or less through financial institutions that, as of the closing date of the respective Closed Fund, had a contractual agreement with Goldman, Sachs & Co. to offer shares of or provide services to the respective Closed Fund; and (ii) certain financial institutions in connection with hedging services provided in support of non-qualified deferred compensation plans offering the Goldman Sachs Funds. Certain of the plans and institutions described in (i) and (ii) above may make an initial investment in excess of $10 million if the initial investment was expected to be less than $10 million at the time Goldman Sachs received a preliminary written commitment to invest in the Closed Fund. Certain Qualified Defined Contribution and Benefit Plans include 401(k) plans, profit sharing plans and money purchase pension plans, 403(b) plans, and 457 plans; and
  n   Trustees of the Trust.

  In addition, the following investors may make purchases and reinvestments of dividends and capital gains into the Mid Cap Value Fund only:
  n   Investors in a discretionary mutual fund wrap program where (i) such program together with non-discretionary mutual fund wrap programs maintained by the same sponsor had at least $10 million invested in the Fund as of the closing
 
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SHAREHOLDER GUIDE

  date of the Mid Cap Value Fund and (ii) the sponsor of such program has the appropriate controls in place to implement this Fund closure policy properly.

  Once a shareholder closes all accounts in a Closed Fund, additional investments into such Closed Fund may not be accepted.
 
  Exchanges into a Closed Fund from other Goldman Sachs Funds are not permitted, except for current Closed Fund shareholders and for certain Qualified Defined Contribution and Benefit Plans and, in the case of the Mid Cap Value Fund, investors in certain discretionary mutual fund wrap programs permitted to invest after the closing date.
 
  The Closed Funds may resume sales of shares to new investors at some future date. Additionally, a Closed Fund may enter into asset purchase or other reorganization transactions with other investment companies that involve the issuance of shares of the Closed Fund to new accounts, and such new accounts may continue to make additional purchases and reinvest dividends and capital gains into their accounts.
 
  Notwithstanding the foregoing, the Trust and Goldman, Sachs & Co. reserve the right to reject or restrict purchase or exchange requests from any investor. The Trust and Goldman, Sachs & Co. will not be liable for any loss resulting from rejected purchase or exchange orders.
 
  Customer Identification Program. Federal law requires the Funds to obtain, verify and record identifying information, which may include the name, residential or business street address, date of birth (for an individual), Social Security Number or taxpayer identification number or other identifying information, for investors who open accounts with the Funds. Applications without the required information may not be accepted by the Funds. After accepting an application, to the extent permitted by applicable law or their customer identification program, the Funds reserve the right to (i) place limits on transactions in any account until the identity of the investor is verified; or (ii) refuse an investment in the Funds; or (iii) involuntarily redeem an investor’s shares and close an account in the event that the Funds are unable to verify an investor’s identity. The Funds and their agents will not be responsible for any loss in an investor’s account resulting from the investor’s delay in providing all required identifying information or from closing an account and redeeming an investor’s shares pursuant to the customer identification program.

 
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  How Are Shares Priced?
  The price you pay or receive when you buy, sell or exchange shares is the Fund’s next determined NAV for a share class. Each class calculates its NAV as follows:

     

NAV =
  (Value of Assets of the Class)
- (Liabilities of the Class)

Number of Outstanding Shares of the Class

  The Funds’ investments are valued based on market quotations or if market quotations are not readily available, or if the Investment Adviser believes that such quotations do not accurately reflect fair value, the fair value of the Funds’ investments may be determined in good faith under procedures established by the Trustees.
 
  For Funds that invest a significant portion of assets in foreign equity securities, “fair value” prices are provided by an independent fair value service. Fair value prices are used because many foreign markets operate at times that do not coincide with those of the major U.S. markets. Events that could affect the values of foreign portfolio holdings may occur between the close of the foreign market and the time of determining the NAV, and would not otherwise be reflected in the NAV. If the independent fair value service does not provide a fair value for a particular security or if the value does not meet the established criteria for the Funds, the most recent closing price for such a security on its principal exchange will generally be its fair value on such date.
 
  In addition, the Investment Adviser, consistent with applicable regulatory guidance, may determine to make an adjustment to the previous closing 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 that could affect a large number of securities in a particular market may include, but are not limited to: situations relating to one or more single issuers in a market sector; significant fluctuations in foreign markets; market disruptions or market closings; governmental actions or other developments; as well as the same or similar events which may affect specific issuers or the securities markets even though not tied directly to the securities markets. Other significant events that could relate to a single issuer may include, but are not limited to: corporate actions such as reorganizations, mergers and buy-outs; corporate announcements on earnings; significant litigation; and regulatory news such as governmental approvals.
 
  One effect of using an independent fair value service and fair valuation may be to reduce stale pricing arbitrage opportunities presented by the pricing of Fund shares. However, it involves the risk that the values used by the Funds to price their

 
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SHAREHOLDER GUIDE

  investments may be different from those used by other investment companies and investors to price the same investments.
 
  Investments in other registered mutual funds (if any) are valued based on the NAV of those mutual funds (which may use fair value pricing as discussed in their prospectuses).
  n   NAV per share of each share class is generally calculated by the accounting agent on each business day as of the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. New York time) or such later time as the New York Stock Exchange or NASDAQ market may officially close. Fund shares will generally not be priced on any day the New York Stock Exchange is closed.
  n   When you buy shares, you pay the NAV next calculated after the Funds receive your order in proper form, plus any applicable sales charge.
  n   When you sell shares, you receive the NAV next calculated after the Funds receive your order in proper form, less any applicable CDSC or redemption fee.
  n   The Trust reserves the right to reprocess purchase (including dividend reinvestments), redemption and exchange transactions that were processed at an NAV other than a Fund’s official closing NAV that is subsequently adjusted, and to recover amounts from (or distribute amounts to) shareholders accordingly based on the official closing NAV as adjusted.
  n   The Trust reserves the right to advance the time by which purchase and redemption orders must be received for same business day credit as otherwise permitted by the SEC.

  Note: The time at which transactions and shares are priced and the time by which orders must be received may be changed in case of an emergency or if regular trading on the New York Stock Exchange is stopped at a time other than 4:00 p.m. New York time. In the event the New York Stock Exchange does not open for business because of an emergency, the Trust may, but is not required to, open one or more Funds for purchase, redemption and exchange transactions if the Federal Reserve wire payment system is open. To learn whether a Fund is open for business during an emergency situation, please call 1-800-526-7384.
 
  Foreign securities may trade in their local markets on days a Fund is closed. As a result, the NAV of a Fund that holds foreign securities may be impacted on days when investors may not purchase or redeem Fund shares.

 
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   COMMON QUESTIONS ABOUT THE PURCHASE OF CLASS A SHARES   

  What Is The Offering Price Of Class A Shares?
  The offering price of Class A Shares of each Fund is the next determined NAV per share plus an initial sales charge paid to Goldman Sachs at the time of purchase of shares. The sales charge varies depending upon the amount you purchase. In some cases, described below, the initial sales charge may be eliminated altogether, and the offering price will be the NAV per share. The current sales charges and commissions paid to Authorized Dealers for Class A Shares of the Funds are as follows:

                         
Sales Charge Maximum Dealer
Sales Charge as as Percentage Allowance as
Amount of Purchase Percentage of of Net Amount Percentage of
(including sales charge, if any) Offering Price Invested Offering Price*

Less than $50,000
    5.50 %     5.82 %     5.00 %
$50,000 up to (but less than) $100,000
    4.75       4.99       4.00  
$100,000 up to (but less than) $250,000
    3.75       3.90       3.00  
$250,000 up to (but less than) $500,000
    2.75       2.83       2.25  
$500,000 up to (but less than) $1 million
    2.00       2.04       1.75  
$1 million or more
    0.00 **     0.00 **     ***  

 
    *
Dealer’s allowance may be changed periodically. During special promotions, the entire sales charge may be allowed to Authorized Dealers. Authorized Dealers to whom substantially the entire sales charge is allowed may be deemed to be “underwriters” under the Securities Act of 1933.
  **
No sales charge is payable at the time of purchase of Class A Shares of $1 million or more, but a CDSC of 1% may be imposed in the event of certain redemptions within 18 months of purchase.
***
The Distributor may pay a one-time commission to Authorized Dealers who initiate or are responsible for purchases of $1 million or more of shares of the Funds equal to 1.00% of the amount under $3 million, 0.50% of the next $2 million, and 0.25% thereafter. In instances where an Authorized Dealer (including Goldman Sachs’ Private Wealth Management Unit) agrees to waive its receipt of the one-time commission described above, the CDSC on Class A shares, generally, will be waived. The Distributor may also pay, with respect to all or a portion of the amount purchased, a commission in accordance with the foregoing schedule to Authorized Dealers who initiate or are responsible for purchases of $500,000 or more by certain Section 401(k), profit sharing, money purchase pension, tax-sheltered annuity, defined benefit pension, or other employee benefit plans (including health savings accounts) that are sponsored by one or more employers (including governmental or church employers) or employee organizations investing in the Funds which satisfy the criteria set forth below in “When Are Class A Shares Not Subject To A Sales Load?” or $1 million or more by certain “wrap” accounts. Purchases by such plans will be made at NAV with no initial sales charge, but if shares are redeemed within 18 months after the end of the calendar month in which such purchase was made, a CDSC of 1% may be imposed upon the plan, the plan sponsor or the third-party administrator. In addition, Authorized Dealers will remit to the Distributor such payments received in connection with “wrap” accounts in the event that shares are redeemed within 18 months after the end of the calendar month in which the purchase was made.

  You should note that the actual sales charge that appears in your mutual fund transaction confirmation may differ slightly from the rate disclosed above in this Prospectus due to rounding calculations.

 
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SHAREHOLDER GUIDE

  As indicated in the chart on the preceding page, and as discussed further below and in the section titled “How Can the Sales Charge on Class A Shares Be Reduced?,” you may, under certain circumstances, be entitled to pay reduced sales charges on your purchases of Class A Shares or have those charges waived entirely. To take advantage of these discounts, you or your Authorized Dealer or financial intermediary must notify the Funds’ Transfer Agent at the time of your purchase order that a discount may apply to your current purchases. You may also be required to provide appropriate documentation to receive these discounts, including:

  (i)   Information or records regarding shares of the Funds or other Goldman Sachs Funds held in all accounts ( e.g., retirement accounts) of the shareholder at the financial intermediary;
 
  (ii)   Information or records regarding shares of the Funds or other Goldman Sachs Funds held in any account of the shareholder at another financial intermediary; and

  (iii)  Information or records regarding shares of the Funds or other Goldman Sachs Funds held at any financial intermediary by related parties of the shareholder, such as members of the same family or household.

  You should note in particular that, if the Funds’ Transfer Agent is properly notified, under the “Right of Accumulation” described below, the “Amount of Purchase” in the chart on the preceding page will be deemed to include all Class A, Class B and/or Class C Shares of the Goldman Sachs Funds that were acquired by purchase or exchange, and that were subject to a sales charge, that are held at the time of purchase by any of the following persons: (i) you, your spouse and your children; and (ii) any trustee, guardian or other fiduciary of a single trust estate or a single fiduciary account. This includes, for example, any Class A, Class B and/or Class C Shares held at a broker-dealer or other financial intermediary other than the one handling your current purchase. In some circumstances, other Class A, Class B and/or Class C Shares may be aggregated with your current purchase under the Right of Accumulation as described in the Additional Statement. For purposes of determining the “Amount of Purchase,” all Class A, Class B and/or Class C Shares held at the time of purchase will be valued at their current market value.
 
  You should also note that if you provide the Transfer Agent a signed written Statement of Intention to invest (not counting reinvestments of dividends and distributions) in the aggregate, within a 13-month period, $50,000 or more in Class A Shares of one or more Goldman Sachs Funds, any investments you make during the 13 months will be treated as though the total quantity were invested in one lump sum and you will receive the discounted sales load based on your investment commitment. You must, however, inform the Transfer Agent that the

 
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  Statement of Intention is in effect each time shares are purchased. Each purchase will be made at the public offering price applicable to a single transaction of the dollar amount specified on the Statement of Intention.
 
  In addition to the information provided in this Prospectus and the Additional Statement, information about sales charge discounts is available from your Authorized Dealer or financial intermediary and, free of charge, on the Funds’ website at http://www.gs.com/funds.
 
  What Else Do I Need To Know About Class A Shares’ CDSC?
  Purchases of $1 million or more of Class A Shares will be made at NAV with no initial sales charge. However, if you redeem shares within 18 months after the end of the calendar month in which the purchase was made, a CDSC of 1% may be imposed. The CDSC may not be imposed if your Authorized Dealer enters into an agreement with the Distributor to return all or an applicable prorated portion of its commission to the Distributor. The CDSC is waived on redemptions in certain circumstances. See “In What Situations May The CDSC On Class A, B Or C Shares Be Waived Or Reduced?” below.
 
  When Are Class A Shares Not Subject To A Sales Load?
  Class A Shares of the Funds may be sold at NAV without payment of any sales charge to the following individuals and entities:
  n   Goldman Sachs, its affiliates or their respective officers, partners, directors or employees (including retired employees and former partners), any partnership of which Goldman Sachs is a general partner, any Trustee or officer of the Trust and designated family members of any of these individuals;
  n   Qualified employee benefit plans of Goldman Sachs;
  n   Trustees or directors of investment companies for which Goldman Sachs or an affiliate acts as sponsor;
  n   Any employee or registered representative of any Authorized Dealer or their respective spouses, children and parents;
  n   Banks, trust companies or other types of depository institutions;
  n   Any state, county or city, or any instrumentality, department, authority or agency thereof, which is prohibited by applicable investment laws from paying a sales charge or commission in connection with the purchase of shares of a Fund;
  n   Section 401(k), profit sharing, money purchase pension, tax-sheltered annuity, defined benefit pension, or other employee benefit plans (including health savings accounts) that are sponsored by one or more employers (including governmental or church employers) or employee organizations (“Employee Benefit Plans”) that:
     n   Buy shares of Goldman Sachs Funds worth $500,000 or more; or
     n   Have 100 or more eligible employees at the time of purchase; or

 
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     n   Certify that they expect to have annual plan purchases of shares of Goldman Sachs Funds of $200,000 or more; or
     n   Are provided administrative services by certain third-party administrators that have entered into a special service arrangement with Goldman Sachs relating to such plans; or
     n   Have at the time of purchase aggregate assets of at least $2,000,000;
  n   “Wrap” accounts for the benefit of clients of broker-dealers, financial institutions or financial planners, provided they have entered into an agreement with GSAM specifying certain operating policies and standards;
  n   Registered investment advisers investing for accounts for which they receive asset-based fees;
  n   Accounts over which GSAM or its advisory affiliates have investment discretion;
  n   Shareholders receiving distributions from a qualified retirement plan invested in the Goldman Sachs Funds and reinvesting such proceeds in a Goldman Sachs IRA;
  n   Shareholders who roll over distributions from any tax-qualified Employee Benefit Plan or tax-sheltered annuity to an IRA which invests in the Goldman Sachs Funds if the tax-qualified Employee Benefit Plan or tax-sheltered annuity receives administrative services provided by certain third-party administrators that have entered into a special service arrangement with Goldman Sachs relating to such plan or annuity; or
  n   Investors who qualify under other exemptions that are stated from time to time in the Additional Statement.

  In addition, during the period from August 19, 2005 through November 16, 2005, certain customers of Edward D. Jones & Co., LP who were eligible to participate in a switch program pursuant to an SEC order were provided the opportunity to purchase A shares at NAV subject to certain conditions.
 
  You must certify eligibility for any of the above exemptions on your Account Application and notify the Fund if you no longer are eligible for the exemption. The Fund will grant you an exemption subject to confirmation of your entitlement. You may be charged a fee if you effect your transactions through a broker or agent.
 
  How Can The Sales Charge On Class A Shares Be Reduced?

  n   Right of Accumulation: When buying Class A Shares in Goldman Sachs Funds, your current aggregate investment determines the initial sales load you pay. You may qualify for reduced sales charges when the current market value of holdings across Class A, Class B and/or Class C Shares, plus new purchases, reaches $50,000 or more. Class A, Class B and/or Class C Shares of any of the Goldman Sachs Funds may be combined under the Right of Accumulation. For
 
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  purposes of applying the Right of Accumulation, shares of the Funds and any other Goldman Sachs Fund purchased by an existing client of Goldman Sachs Wealth Management or GS Ayco Holding LLC will be combined with Class A, Class B and/or Class C Shares and other assets held by all other Goldman Sachs Wealth Management accounts or accounts of GS Ayco Holding LLC, respectively. In addition, under some circumstances, Class A, Class B and/or Class C Shares of the Funds and Class A, Class B and/or Class C Shares of any other Goldman Sachs Fund purchased by partners, directors, officers or employees of the same business organization, groups of individuals represented by and investing on the recommendation of the same accounting firm, certain affinity groups or other similar organizations may be combined for the purpose of determining whether a purchase will qualify for the Right of Accumulation and, if qualifying, the applicable sales charge level. To qualify for a reduced sales load, you or your Authorized Dealer must notify the Funds’ Transfer Agent at the time of investment that a quantity discount is applicable. Use of this option is subject to a check of appropriate records. The Additional Statement has more information about the Right of Accumulation.
  n   Statement of Intention: You may obtain a reduced sales charge by means of a written Statement of Intention which expresses your non-binding commitment to invest (not counting reinvestments of dividends and distributions) in the aggregate $50,000 or more within a period of 13 months in Class A Shares of one or more of the Goldman Sachs Funds. Any investments you make during the period will receive the discounted sales load based on the full amount of your investment commitment. At your request, purchases made during the previous 90 days may be included; however, capital appreciation does not apply toward these combined purchases. If the investment commitment of the Statement of Intention is not met prior to the expiration of the 13-month period, the entire amount will be subject to the higher applicable sales charge. By selecting the Statement of Intention, you authorize the Transfer Agent to escrow and redeem Class A Shares in your account to pay this additional charge. The Additional Statement has more information about the Statement of Intention, which you should read carefully.

 
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   COMMON QUESTIONS ABOUT THE PURCHASE OF CLASS B SHARES   

  What Is The Offering Price Of Class B Shares?
  You may purchase Class B Shares of the Funds at the next determined NAV without an initial sales charge. However, Class B Shares redeemed within six years of purchase will be subject to a CDSC at the rates shown in the table below based on how long you held your shares.
 
  The CDSC schedule is as follows:

         
CDSC as a
Percentage of
Dollar Amount
Year Since Purchase Subject to CDSC

First
    5%  
Second
    4%  
Third
    3%  
Fourth
    3%  
Fifth
    2%  
Sixth
    1%  
Seventh and thereafter
    None  

  Proceeds from the CDSC are payable to the Distributor and may be used in whole or in part to defray the Distributor’s expenses related to providing distribution-related services to the Funds in connection with the sale of Class B Shares, including the payment of compensation to Authorized Dealers. A commission equal to 4% of the amount invested is paid to Authorized Dealers.
 
  What Should I Know About The Automatic Conversion Of Class B Shares?
  Class B Shares of a Fund will automatically convert into Class A Shares of the same Fund at the end of the calendar quarter that is eight years after the purchase date.
 
  If you acquire Class B Shares of a Fund by exchange from Class B Shares of another Goldman Sachs Fund, your Class B Shares will convert into Class A Shares of such Fund based on the date of the initial purchase and the CDSC schedule of that purchase.
 
  If you acquire Class B Shares through reinvestment of distributions, your Class B Shares will convert into Class A Shares based on the date of the initial purchase of the shares on which the distribution was paid.
 
  The conversion of Class B Shares to Class A Shares will not occur at any time the Funds are advised that such conversions may constitute taxable events for federal tax purposes, which the Funds believe is unlikely. If conversions do not occur as a

 
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  result of possible taxability, Class B Shares would continue to be subject to higher expenses than Class A Shares for an indeterminate period.

   A COMMON QUESTION ABOUT THE PURCHASE OF CLASS C SHARES   

  What Is The Offering Price Of Class C Shares?
  You may purchase Class C Shares of the Funds at the next determined NAV without paying an initial sales charge. However, if you redeem Class C Shares within 12 months of purchase, a CDSC of 1% will normally be deducted from the redemption proceeds. In connection with purchases by Employee Benefit Plans, where Class C Shares are redeemed within 12 months of purchase, a CDSC of 1% may be imposed upon the plan sponsor or third-party administrator.
 
  Proceeds from the CDSC are payable to the Distributor and may be used in whole or in part to defray the Distributor’s expenses related to providing distribution-related services to the Funds in connection with the sale of Class C Shares, including the payment of compensation to Authorized Dealers. An amount equal to 1% of the amount invested is normally paid by the Distributor to Authorized Dealers.

   COMMON QUESTIONS APPLICABLE TO THE PURCHASE OF CLASS A,  B AND C SHARES   

  What Else Do I Need To Know About The CDSC On Class A, B Or C Shares?
  n   The CDSC is based on the lesser of the NAV of the shares at the time of redemption or the original offering price (which is the original NAV).
     n   No CDSC is charged on shares acquired from reinvested dividends or capital gains distributions.
     n   No CDSC is charged on the per share appreciation of your account over the initial purchase price.
     n   When counting the number of months since a purchase of Class B or Class C Shares was made, all payments made during a month will be combined and considered to have been made on the first day of that month.
  n   To keep your CDSC as low as possible, each time you place a request to sell shares, the Funds will first sell any shares in your account that do not carry a CDSC and then the shares in your account that have been held the longest.

 
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  In What Situations May The CDSC On Class A, B Or C Shares Be Waived Or Reduced?
  The CDSC on Class A, Class B and Class C Shares that are subject to a CDSC may be waived or reduced if the redemption relates to:
  n   Retirement distributions or loans to participants or beneficiaries from Employee Benefit Plans;
  n   The death or disability (as defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended (the “Code”)) of a participant or beneficiary in an Employee Benefit Plan;
  n   Hardship withdrawals by a participant or beneficiary in an Employee Benefit Plan;
  n   Satisfying the minimum distribution requirements of the Code;
  n   Establishing “substantially equal periodic payments” as described under Section 72(t)(2) of the Code;
  n   The separation from service by a participant or beneficiary in an Employee Benefit Plan;
  n   The death or disability (as defined in Section 72(m)(7) of the Code) of a shareholder if the redemption is made within one year of the event;
  n   Excess contributions distributed from an Employee Benefit Plan;
  n   Distributions from a qualified Employee Benefit Plan invested in the Goldman Sachs Funds which are being rolled over to a Goldman Sachs IRA in the same share class; or
  n   Redemption proceeds which are to be reinvested in accounts or non-registered products over which GSAM or its advisory affiliates have investment discretion.

  In addition, Class A, B and C Shares subject to a systematic withdrawal plan may be redeemed without a CDSC. The Funds reserve the right to limit such redemptions, on an annual basis, to 12% each of the value of your Class B and C Shares and 10% of the value of your Class A Shares.
 
  How Do I Decide Whether To Buy Class A, B Or C Shares?
  The decision as to which Class to purchase depends on the amount you invest, the intended length of the investment and your personal situation.
  n   Class A Shares. If you are making an investment of $50,000 or more that qualifies for a reduced sales charge, you should consider purchasing Class A Shares.
  n   Class B Shares. If you plan to hold your investment for at least six years and would prefer not to pay an initial sales charge, you might consider purchasing Class B Shares. By not paying a front-end sales charge, your entire investment in Class B Shares is available to work for you from the time you make your initial investment. However, the distribution and service fee paid by Class B Shares will cause your Class B Shares (until conversion to Class A Shares) to

 
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  have a higher expense ratio, and thus lower performance and lower dividend payments (to the extent dividends are paid) than Class A Shares. A maximum purchase limitation of $100,000 in the aggregate normally applies to Class B Shares. Once the current value of your Class B Shares in the aggregate across all Goldman Funds is equal to $100,000, you will not be allowed to purchase any additional Class B Shares. Individual purchases exceeding $100,000 will be rejected and additional purchases which could cause your holdings in Class B Shares to exceed $100,000 will be rejected.
  n   Class C Shares. If you are unsure of the length of your investment or plan to hold your investment for less than six years and would prefer not to pay an initial sales charge, you may prefer Class C Shares. By not paying a front-end sales charge, your entire investment in Class C Shares is available to work for you from the time you make your initial investment. However, the distribution and service fee paid by Class C Shares will cause your Class C Shares to have a higher expense ratio, and thus lower performance and lower dividend payments (to the extent dividends are paid) than Class A Shares (or Class B Shares after conversion to Class A Shares).

    Although Class C Shares are subject to a CDSC for only 12 months, Class C Shares do not have the automatic eight year conversion feature applicable to Class B Shares and your investment may pay higher distribution fees indefinitely.
 
    A maximum purchase limitation of $1,000,000 in the aggregate normally applies to purchases of Class C Shares. Once the current value of your Class C Shares in the aggregate across all Goldman Funds is equal to $1,000,000, you will not be allowed to purchase any additional Class C Shares. Individual purchases exceeding $1,000,000 will be rejected and additional purchases which could cause your holdings in Class C Shares to exceed $1,000,000 will be rejected.

  Note: Authorized Dealers may receive different compensation for selling Class A, Class B or Class C Shares.
 
  In addition to Class A, Class B and Class C Shares, each Fund also offers other classes of shares to investors. These other share classes are subject to different fees and expenses (which affect performance), have different minimum investment requirements and are entitled to different services. Information regarding these other share classes may be obtained from your sales representative or from Goldman Sachs by calling the number on the back cover of this Prospectus.

 
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   HOW TO SELL SHARES   

  How Can I Sell Class A, Class B And Class C Shares Of The Funds?
  You may arrange to take money out of your account by selling (redeeming) some or all of your shares. Generally, each Fund will redeem its shares upon request on any business day at the NAV next determined after receipt of such request in proper form, subject to any applicable CDSC. You may request that redemption proceeds be sent to you by check or by wire (if the wire instructions are on record). Redemptions may be requested in writing or by telephone.

     
Instructions For Redemptions:

By Writing:
  n  Write a letter of instruction that includes:
         n  Your name(s) and signature(s)
         n  Your account number
         n  The Fund name and Class of Shares
         n  The dollar amount you want to sell
         n  How and where to send the proceeds
         n  Obtain a Medallion signature guarantee (see details below)
    n  Mail your request to:
    Goldman Sachs Funds
    P.O. Box 219711
    Kansas City, MO 64121-9711
    or for overnight delivery:
    Goldman Sachs Funds
    330 West 9th Street
    Poindexter Bldg., 1st Floor
    Kansas City, MO 64105

By Telephone:
  If you have not declined the telephone redemption privilege on your Account Application:
    n  1-800-526-7384
    (8:00 a.m. to 4:00 p.m. New York time)
    n  You may redeem up to $50,000 of your shares daily
    n  Proceeds which are sent directly to a Goldman Sachs
    brokerage account or to the bank account designated on your
    Account Application are not subject to the $50,000 limit

  Any redemption request that requires money to go to an account or address other than that designated on the Account Application must be in writing and signed by an authorized person designated on the Account Application. The written request may be confirmed by telephone with both the requesting party and the designated bank account to verify instructions.
 
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  When Do I Need A Medallion Signature Guarantee To Redeem Shares?
  A Medallion signature guarantee is required if:
  n   You are requesting in writing to redeem shares in an amount over $50,000;
  n   You would like the redemption proceeds sent to an address that is not your address of record; or
  n   You would like to change the bank designated on your Account Application.

  A Medallion signature guarantee must be obtained from a bank, brokerage firm or other financial intermediary that is a member of an approved Medallion Guarantee Program or that is otherwise approved by the Trust. A notary public cannot provide a signature guarantee. Additional documentation may be required for executors, trustees or corporations or when deemed appropriate by the Transfer Agent.
 
  What Do I Need To Know About Telephone Redemption Requests?
  The Trust, the Distributor and the Transfer Agent will not be liable for any loss you may incur in the event that the Trust accepts unauthorized telephone redemption requests that the Trust reasonably believes to be genuine. The Trust may accept telephone redemption instructions from any person identifying himself or herself as the owner of an account or the owner’s registered representative where the owner has not declined in writing to use this service. Thus, you risk possible losses if a telephone redemption is not authorized by you.
 
  In an effort to prevent unauthorized or fraudulent redemption and exchange requests by telephone, Goldman Sachs and BFDS each employ reasonable procedures specified by the Trust to confirm that such instructions are genuine. If reasonable procedures are not employed, the Trust may be liable for any loss due to unauthorized or fraudulent transactions. The following general policies are currently in effect:
  n   All telephone requests are recorded.
  n   Proceeds of telephone redemption requests will be sent only to your address of record or authorized bank account designated in the Account Application (unless you provide written instructions and a Medallion signature guarantee, indicating another address or account).
  n   For the 30-day period following a change of address, telephone redemptions will only be filled by a wire transfer to the bank account designated in the Account Applications (see immediately preceding bullet point). In order to receive the redemption by check during this time period, the redemption request must be a written, Medallion signature guaranteed letter.
  n   The telephone redemption option does not apply to shares held in a “street name” account. “Street name” accounts are accounts maintained and serviced by your Authorized Dealer. If your account is held in “street name,” you

 
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  should contact your registered representative of record, who may make telephone redemptions on your behalf.
  n   The telephone redemption option may be modified or terminated at any time.

  Note: It may be difficult to make telephone redemptions in times of drastic economic or market conditions.
 
  How Are Redemption Proceeds Paid?
  By Wire: You may arrange for your redemption proceeds to be wired as federal funds to the domestic bank account designated in your Account Application. The following general policies govern wiring redemption proceeds:
  n   Redemption proceeds will normally be wired on the next business day in federal funds (for a total of one business day delay), but may be paid up to three business days following receipt of a properly executed wire transfer redemption request.
  n   Although redemption proceeds will normally be wired as described above, under certain circumstances, redemption requests or payments may be postponed or suspended as permitted pursuant to Section 22(e) of the Investment Company Act. Generally, under that section, redemption requests or payments may be postponed or suspended if (i) the New York Stock Exchange is closed for trading or trading is restricted; (ii) an emergency exists which makes the disposal of securities owned by the Fund or the fair determination of the value of the Fund’s net assets not reasonably practicable; or (iii) the SEC by order permits the suspension of the right of redemption.
  n   If you are selling shares you recently paid for by check, the Fund will pay you when your check has cleared, which may take up to 15 days. If the Federal Reserve Bank is closed on the day that the redemption proceeds would ordinarily be wired, wiring the redemption proceeds may be delayed one additional business day.
  n   To change the bank designated on your Account Application, you must send written instructions (with your signature guaranteed) to the Transfer Agent.
  n   Neither the Trust, Goldman Sachs nor any Authorized Dealer assumes any responsibility for the performance of your bank or any intermediaries in the transfer process. If a problem with such performance arises, you should deal directly with your bank or any such intermediaries.

  By Check: You may elect to receive your redemption proceeds by check. Redemption proceeds paid by check will normally be mailed to the address of record within three business days of a properly executed redemption request. If you are selling shares you recently paid for by check, the Fund will pay you when your check has cleared, which may take up to 15 days.

 
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  What Else Do I Need To Know About Redemptions?
  The following generally applies to redemption requests:
  n   Additional documentation may be required when deemed appropriate by the Transfer Agent. A redemption request will not be in proper form until such additional documentation has been received.
  n   Institutions (including banks, trust companies, brokers and investment advisers) are responsible for the timely transmittal of redemption requests by their customers to the Transfer Agent. In order to facilitate the timely transmittal of redemption requests, these institutions may set times by which they must receive redemption requests. These institutions may also require additional documentation from you.

  The Trust reserves the right to:
  n   Redeem your shares if your account balance falls below the required Fund minimum as a result of a redemption. The Funds will not redeem your shares on this basis if the value of your account falls below the minimum account balance solely as a result of market conditions. The Funds will give you 60 days’ prior written notice to allow you to purchase sufficient additional shares of the Fund in order to avoid such redemption.
  n   Redeem your shares in the event your Authorized Dealer’s relationship with Goldman Sachs is terminated, and you do not transfer your account to another Authorized Dealer. The Trust will not be responsible for any loss in an investor’s account resulting from the redemption.
  n   Subject to applicable law, redeem your shares in other circumstances determined by the Board of Trustees to be in the best interests of the Trust.
  n   Pay redemptions by a distribution in-kind of securities (instead of cash). If you receive redemption proceeds in-kind, you should expect to incur transaction costs upon the disposition of those securities.
  n   Reinvest any dividends or other distributions which you have elected to receive in cash should your check for such dividends or other distributions be returned to the Fund as undeliverable or remain uncashed for six months. This provision may not apply to certain retirement or qualified accounts. In addition, that distribution and all future distributions payable to you will be reinvested at the NAV on the day of reinvestment in additional shares of the same class of the Fund that pays the distributions. No interest will accrue on amounts represented by uncashed distribution or redemption checks.

  Can I Reinvest Redemption Proceeds In The Same Or Another Goldman Sachs Fund?
  You may redeem shares of a Fund and reinvest a portion or all of the redemption proceeds (plus any additional amounts needed to round off purchases to the nearest full share) at NAV. To be eligible for this privilege, you must have held the shares

 
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  you want to redeem for at least 30 days and you must reinvest the share proceeds within 90 days after you redeem. You may reinvest as follows:
  n   Class A or B Shares—Class A Shares of the same Fund or another Goldman Sachs Fund
  n   Class C Shares—Class C Shares of the same Fund or another Goldman Sachs Fund
  n   You should obtain and read the applicable prospectuses before investing in any other Funds.
  n   If you pay a CDSC upon redemption of Class A or Class C Shares and then reinvest in Class A or Class C Shares as described above, your account will be credited with the amount of the CDSC you paid. The reinvested shares will, however, continue to be subject to a CDSC. The holding period of the shares acquired through reinvestment will include the holding period of the redeemed shares for purposes of computing the CDSC payable upon a subsequent redemption. For Class B Shares, you may reinvest the redemption proceeds in Class A Shares at NAV but the amount of the CDSC paid upon redemption of the Class B Shares will not be credited to your account.
  n   The reinvestment privilege may be exercised at any time in connection with transactions in which the proceeds are reinvested at NAV in a tax-sheltered Employee Benefit Plan. In other cases, the reinvestment privilege may be exercised once per year upon receipt of a written request.
  n   You may be subject to tax as a result of a redemption. You should consult your tax adviser concerning the tax consequences of a redemption and reinvestment.

  Can I Exchange My Investment From One Fund To Another?
  You may exchange shares of a Fund at NAV without the imposition of an initial sales charge or CDSC at the time of exchange for shares of the same class or an equivalent class of another Goldman Sachs Fund. The exchange privilege may be materially modified or withdrawn at any time upon 60 days’ written notice to you.

 
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Instructions For Exchanging Shares:

By Writing:
  n  Write a letter of instruction that includes:
         n  Your name(s) and signature(s)
         n  Your account number
         n  The Fund names and Class of Shares
         n  The dollar amount you want to exchange
    n  Mail the request to:
    Goldman Sachs Funds
    P.O. Box 219711
    Kansas City, MO 64121-9711
    or for overnight delivery -
    Goldman Sachs Funds
    330 West 9th St.
    Poindexter Bldg., 1st Floor
    Kansas City, MO 64105

By Telephone:
  If you have not declined the telephone exchange privilege on your Account Application:
    n  1-800-526-7384
    (8:00 a.m. to 4:00 p.m. New York time)

  You should keep in mind the following factors when making or considering an exchange:
  n   You should obtain and carefully read the prospectus of the Goldman Sachs Fund you are acquiring before making an exchange.
  n   Currently, there is no charge for exchanges, although the Funds may impose a charge in the future.
  n   The exchanged shares may later be exchanged for shares of the same class (or an equivalent class) of the original Fund at the next determined NAV without the imposition of an initial sales charge or CDSC if the amount in the Fund resulting from such exchanges is less than the largest amount on which you have previously paid the applicable sales charge.
  n   When you exchange shares subject to a CDSC, no CDSC will be charged at that time. The exchanged shares will be subject to the CDSC of the shares originally held. For purposes of determining the amount of the applicable CDSC, the length of time you have owned the shares will be measured from the date you acquired the original shares subject to a CDSC and will not be affected by a subsequent exchange.
  n   Eligible investors may exchange certain classes of shares for another class of shares of the same Fund. For further information, call Goldman Sachs Funds at 1-800-526-7384 and see the Additional Statement.
  n   All exchanges which represent an initial investment in a Fund must satisfy the minimum initial investment requirements of that Fund. Exchanges into a money

 
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  market fund need not meet the traditional minimum investment requirements for that fund if the entire balance of the original Fund account is exchanged.
  n   Exchanges are available only in states where exchanges may be legally made.
  n   It may be difficult to make telephone exchanges in times of drastic economic or market conditions.
  n   Goldman Sachs and BFDS may use reasonable procedures described under “What Do I Need to Know About Telephone Redemption Requests?” in an effort to prevent unauthorized or fraudulent telephone exchange requests.
  n   Telephone exchanges normally will be made only to an identically registered account.
  n   Exchanges into Funds that are closed to new investors may be restricted.
  n   Exchanges into a Fund from another Goldman Sachs Fund may be subject to any redemption fee imposed by the other Goldman Sachs Fund.

  For federal income tax purposes, an exchange from one Goldman Sachs Fund to another is treated as a redemption of the shares surrendered in the exchange, on which you may be subject to tax, followed by a purchase of shares received in the exchange. You should consult your tax adviser concerning the tax consequences of an exchange.

   SHAREHOLDER SERVICES   

  Can I Arrange To Have Automatic Investments Made On A Regular Basis?
  You may be able to make systematic cash investments through your bank via ACH transfer or your checking account via bank draft each month. The minimum dollar amount for this service is $50 per month. Forms for this option are available from Goldman Sachs and your Authorized Dealer, or you may check the appropriate box on the Account Application.
 
  Can My Dividends And Distributions From A Fund Be Invested In Other Funds?
  You may elect to cross-reinvest dividends and capital gain distributions paid by a Fund in shares of the same class or an equivalent class of other Goldman Sachs Funds.
  n   Shares will be purchased at NAV.
  n   No initial sales charge or CDSC will be imposed.
  n   You may elect cross-reinvestment into an identically registered account or a similarly registered account provided that at least one name on the account is registered identically.

 
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  Can I Arrange To Have Automatic Exchanges Made On A Regular Basis?
  You may elect to exchange automatically a specified dollar amount of shares of a Fund for shares of the same class or an equivalent class of other Goldman Sachs Funds.
  n   Shares will be purchased at NAV.
  n   No initial sales charge is imposed.
  n   Shares subject to a CDSC acquired under this program may be subject to a CDSC at the time of redemption from the Fund into which the exchange is made depending upon the date and value of your original purchase.
  n   Automatic exchanges are made monthly on the 15th day of each month or the first business day thereafter.
  n   Minimum dollar amount: $50 per month.

  What Else Should I Know About Cross-Reinvestments And Automatic Exchanges?
  Cross-reinvestments and automatic exchanges are subject to the following conditions:
  n   You must invest an amount in the Fund into which cross-reinvestments or automatic exchanges are being made that is equal to that Fund’s minimum initial investment.
  n   You should obtain and read the prospectus of the Fund into which dividends are invested or automatic exchanges are made.

  Can I Have Automatic Withdrawals Made On A Regular Basis?
  You may draw on your account systematically via check or ACH transfer in any amount of $50 or more.
  n   It is normally undesirable to maintain a systematic withdrawal plan at the same time that you are purchasing additional Class A, Class B or Class C Shares because of the sales charge imposed on your purchases of Class A Shares or the imposition of a CDSC on your redemptions of Class A, Class B or Class C Shares.
  n   You must have a minimum balance of $5,000 in a Fund.
  n   Checks are mailed the next business day after your selected systematic withdrawal date.
  n   Each systematic withdrawal is a redemption and therefore a taxable transaction.
  n   The CDSC applicable to Class A, Class B or Class C Shares redeemed under the systematic withdrawal plan may be waived.

  What Types of Reports Will I Be Sent Regarding My Investment?
  You will be provided with a printed confirmation of each transaction in your account and a quarterly account statement. A year-to-date statement for your account will be provided upon request made to Goldman Sachs. If your account is

 
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  held in a “street name” you may receive your statements and confirmations on a different schedule.
 
  You will also receive an annual shareholder report containing audited financial statements and a semi-annual shareholder report. If you have consented to the delivery of a single copy of shareholder reports, prospectuses and other information to all shareholders who share the same mailing address with your account, you may revoke your consent at any time by contacting Goldman Sachs Funds by phone at 1-800-526-7384 or by mail at Goldman Sachs Funds, 71 S. Wacker Dr., Suite 500, Chicago, IL 60606. The Funds will begin sending individual copies to you within 30 days after receipt of your revocation.
 
  The Funds do not generally provide sub-accounting services.
 
  What Should I Know When I Purchase Shares Through An Authorized Dealer?
  Authorized Dealers and other financial intermediaries may provide varying arrangements for their clients to purchase and redeem Fund shares. In addition, Authorized Dealers and other financial intermediaries are responsible for providing to you any communications from a Fund to its shareholders, including but not limited to, prospectus supplements, proxy materials and notices regarding the source of dividend payments pursuant to Section 19 under the Investment Company Act. They may charge additional fees not described in this Prospectus to their customers for such services.
 
  If shares of a Fund are held in a “street name” account with an Authorized Dealer, all recordkeeping, transaction processing and payments of distributions relating to your account will be performed by the Authorized Dealer, and not by the Fund and its Transfer Agent. Since the Funds will have no record of your transactions, you should contact the Authorized Dealer to purchase, redeem or exchange shares, to make changes in or give instructions concerning the account or to obtain information about your account. The transfer of shares in a “street name” account to an account with another dealer or to an account directly with the Fund involves special procedures and will require you to obtain historical purchase information about the shares in the account from the Authorized Dealer. If your Authorized Dealer’s relationship with Goldman Sachs is terminated and you do not transfer your account to another Authorized Dealer, the Trust reserves the right to redeem your shares. The Trust will not be responsible for any loss in an investor’s account resulting from a redemption.
 
  Authorized Dealers and other financial intermediaries may be authorized to accept, on behalf of the Trust, purchase, redemption and exchange orders placed by or on

 
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  behalf of their customers, and if approved by the Trust, to designate other intermediaries to accept such orders. In these cases:
  n   A Fund will be deemed to have received an order that is in proper form when the order is accepted by an Authorized Dealer or intermediary on a business day, and the order will be priced at the Fund’s NAV per share (adjusted for any applicable sales charge) next determined after such acceptance.
  n   Authorized Dealers and intermediaries are responsible for transmitting accepted orders to the Funds within the time period agreed upon by them.

  You should contact your Authorized Dealer or intermediary to learn whether it is authorized to accept orders for the Trust.
 
  The Investment Adviser, Distributor and/or their affiliates may make payments to Authorized Dealers and other financial intermediaries (“Intermediaries”) from time to time to promote the sale, distribution and/or servicing of shares of the Funds and other Goldman Sachs Funds. These payments are made out of the Investment Adviser’s, Distributor’s and/or their affiliates’ own assets, and are not an additional charge to the Funds. The payments are in addition to the distribution and service fees and sales charges described in this Prospectus. Such payments are intended to compensate Intermediaries for, among other things: marketing shares of the Funds and other Goldman Sachs Funds, which may consist of payments relating to Funds included on preferred or recommended fund lists or in certain sales programs from time to time sponsored by the Intermediaries; access to the Intermediaries’ registered representatives or salespersons, including at conferences and other meetings; assistance in training and education of personnel; marketing support; and/or other specified services intended to assist in the distribution and marketing of the Funds and other Goldman Sachs Funds. The payments may also, to the extent permitted by applicable regulations, contribute to various non-cash and cash incentive arrangements to promote the sale of shares, as well as sponsor various educational programs, sales contests and/or promotions. The additional payments by the Investment Adviser, Distributor and/or their affiliates may also compensate Intermediaries for subaccounting, administrative and/or shareholder processing services that are in addition to the fees paid for these services by the Funds. The amount of these additional payments is normally not expected to exceed 0.50% (annualized) of the amount sold or invested through the Intermediaries. Please refer to the “Payments to Intermediaries” section of the Additional Statement for more information about these payments.
 
  The payments made by the Investment Adviser, Distributor and/or their affiliates may be different for different Intermediaries. The presence of these payments and the basis on which an Intermediary compensates its registered representatives or salespersons may create an incentive for a particular Intermediary, registered

 
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  representative or salesperson to highlight, feature or recommend Funds based, at least in part, on the level of compensation paid. You should contact your Authorized Dealer or Intermediary for more information about the payments it receives and any potential conflicts of interest.

   DISTRIBUTION SERVICES AND FEES   

  What Are The Different Distribution And Service Fees Paid By Class A, B and C Shares?
  The Trust has adopted distribution and service plans (each a “Plan”) under which Class A, Class B and Class C Shares bear distribution and service fees paid to Authorized Dealers and Goldman Sachs. If the fees received by Goldman Sachs pursuant to the Plans exceed its expenses, Goldman Sachs may realize a profit from these arrangements. Goldman Sachs generally pays the distribution and service fees on a quarterly basis.
 
  Under the Plans, Goldman Sachs is entitled to a monthly fee from each Fund for distribution services equal, on an annual basis, to 0.25%, 0.75% and 0.75%, respectively, of a Fund’s average daily net assets attributed to Class A, Class B and Class C Shares. Because these fees are paid out of the Fund’s assets on an ongoing basis, over time, these fees will increase the cost of your investment and may cost you more than paying other types of such charges.
 
  The distribution fees are subject to the requirements of Rule 12b-1 under the Investment Company Act of 1940, and may be used (among other things) for:
  n   Compensation paid to and expenses incurred by Authorized Dealers, Goldman Sachs and their respective officers, employees and sales representatives;
  n   Commissions paid to Authorized Dealers;
  n   Allocable overhead;
  n   Telephone and travel expenses;
  n   Interest and other costs associated with the financing of such compensation and expenses;
  n   Printing of prospectuses for prospective shareholders;
  n   Preparation and distribution of sales literature or advertising of any type; and
  n   All other expenses incurred in connection with activities primarily intended to result in the sale of Class A, Class B and Class C Shares.

  In connection with the sale of Class C Shares, Goldman Sachs normally begins paying the 0.75% distribution fee as an ongoing commission to Authorized Dealers after the shares have been held for one year.

 
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   PERSONAL ACCOUNT MAINTENANCE SERVICES AND FEES   

  Under the Plans, Goldman Sachs is also entitled to receive a separate fee equal on an annual basis to 0.25% of each Fund’s average daily net assets attributed to Class B or Class C Shares. This fee is for personal and account maintenance services, and may be used to make payments to Goldman Sachs, Authorized Dealers and their officers, sales representatives and employees for responding to inquiries of, and furnishing assistance to, shareholders regarding ownership of their shares or their accounts or similar services not otherwise provided on behalf of the Funds. If the fees received by Goldman Sachs pursuant to the Plans exceed its expenses, Goldman Sachs may realize a profit from this arrangement.
 
  In connection with the sale of Class C Shares, Goldman Sachs normally begins paying the 0.25% ongoing service fee to Authorized Dealers after the shares have been held for one year.

   RESTRICTIONS ON EXCESSIVE TRADING PRACTICES   

  Policies and Procedures on Excessive Trading Practices. In accordance with the policy adopted by the Board of Trustees, the Trust discourages frequent purchases and redemptions of Fund shares and does not permit market timing or other excessive trading practices. Purchases and exchanges should be made with a view to longer-term investment purposes only that are consistent with the investment policies as practices of the respective Funds. Excessive, short-term (market timing) trading practices may disrupt portfolio management strategies, increase brokerage and administrative costs, harm fund performance and result in dilution in the value of Fund shares held by longer term shareholders. The Trust and Goldman Sachs reserve the right to reject or restrict purchase or exchange requests from any investor. The Trust and Goldman Sachs will not be liable for any loss resulting from rejected purchase or exchange orders. To minimize harm to the Trust and its shareholders (or Goldman Sachs), the Trust (or Goldman Sachs) will exercise this right if, in the Trust’s (or Goldman Sachs’) judgment, an investor has a history of excessive trading or if an investor’s trading, in the judgment of the Trust (or Goldman Sachs), has been or may be disruptive to a Fund. In making this judgment, trades executed in multiple accounts under common ownership or control may be considered together to the extent they can be identified. No waivers of the provisions of the policy established to detect and deter market timing and other excessive trading activity are permitted that would harm the Trust or its shareholders or would subordinate the interests of the Trust or its shareholders to those of Goldman Sachs or any affiliated person or associated person of Goldman Sachs.
 
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  To deter excessive shareholder trading, the International Equity Funds and certain Fixed Income Funds (which are offered in separate prospectuses) impose a redemption fee on redemptions made within 30 calendar days of purchase subject to certain exceptions. For more information about these Funds, obtain a prospectus from your Authorized Dealer or from Goldman Sachs by calling the number on the back cover of this Prospectus.
 
  Pursuant to the policy adopted by the Board of Trustees, Goldman Sachs has developed criteria that it uses to identify trading activity that may be excessive. Goldman Sachs reviews on a regular, periodic basis available information relating to the trading activity in the Funds in order to assess the likelihood that a Fund may be the target of excessive trading. As part of its excessive trading surveillance process, Goldman Sachs, on a periodic basis, examines transactions that exceed certain monetary thresholds or numerical limits within a period of time. Consistent with the standards described above, if, in its judgment, Goldman Sachs detects excessive, short term trading, Goldman Sachs may reject or restrict a purchase or exchange request and may further seek to close an investor’s account with a Fund. Goldman Sachs may modify its surveillance procedures and criteria from time to time without prior notice regarding the detection of excessive trading or to address specific circumstances. Goldman Sachs will apply the criteria in a manner that, in Goldman Sachs’ judgment, will be uniform.
 
  Fund shares may be held through omnibus arrangements maintained by intermediaries such as broker-dealers, investment advisers, transfer agents, administrators and insurance companies. In addition, Fund shares may be held in omnibus 401(k) plans, Employee Benefit Plans and other group accounts. Omnibus accounts include multiple investors and such accounts typically provide the Funds with a net purchase or redemption request on any given day where the purchases and redemptions of Fund shares by the investors are netted against one another. The identity of individual investors whose purchase and redemption orders are aggregated are not known by the Funds. A number of these financial intermediaries may not have the capability or may not be willing to apply the Funds’ market timing policies or any applicable redemption fee. While Goldman Sachs may monitor share turnover at the omnibus account level, a Fund’s ability to monitor and detect market timing by shareholders or apply any applicable redemption fee in these omnibus accounts is limited. The netting effect makes it more difficult to identify, locate and eliminate market timing activities. In addition, those investors who engage in market timing and other excessive trading activities may employ a variety of techniques to avoid detection. There can be no assurance that the Funds and Goldman Sachs will be able to identify all those who trade excessively or employ a market timing strategy, and curtail their trading in every instance.

 
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  Taxation
 
  As with any investment, you should consider how your investment in the Funds will be taxed. The tax information below is provided as general information. More tax information is available in the Additional Statement. You should consult your tax adviser about the federal, state, local or foreign tax consequences of your investment in the Funds.
 
  Unless your investment is an IRA or other tax-advantaged account, you should consider the possible tax consequences of Fund distributions and the sale of your Fund shares.

   DISTRIBUTIONS   

  Each Fund contemplates declaring as dividends each year all or substantially all of its taxable income. Distributions you receive from the Funds are generally subject to federal income tax, and may also be subject to state or local taxes. This is true whether you reinvest your distributions in additional Fund shares or receive them in cash. For federal tax purposes, the Fund distributions attributable to short-term capital gains and net investment income are generally taxable to you as ordinary income, while distributions attributable to long-term capital gains are taxable as long-term capital gains, no matter how long you have owned your Fund shares.
 
  Under recent changes to the Internal Revenue Code (the “Code”), the maximum long-term capital gain tax rate applicable to individuals, estates, and trusts is 15%. Also, Fund distributions to noncorporate shareholders attributable to dividends received by the Funds from U.S. and certain qualified foreign corporations will generally be taxed at the long-term capital gain rate, as long as certain other requirements are met. A sunset provision provides that the 15% long-term capital gain rate and the taxation of dividends at the long-term capital gain rate will revert back to a prior version of these provisions in the Code for taxable years beginning after December 31, 2008. The amount of a Fund’s distributions that qualify for this favorable tax treatment may be reduced as a result of a Fund’s securities lending activities, by a high portfolio turnover rate or by investments in debt securities or “non-qualified” foreign corporations. For these lower rates to apply, the non-corporate shareholder must own the relevant Fund shares for at least 61 days during the 121-day period beginning 60 days before the Fund’s ex-dividend rate.
 
  Although distributions are generally treated as taxable to you in the year they are paid, distributions declared in October, November or December but paid in January are taxable as if they were paid in December. A percentage of the Funds’ dividends paid to corporate shareholders may be eligible for the corporate dividends-received deduction. This percentage may, however, be reduced as a result of a Fund’s securities lending activities, by a high portfolio turnover rate or by investments in

 
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  debt securities or foreign corporations. Character and tax status of all distributions will be available to shareholders after the close of each calendar year.
 
  Each Fund may be subject to foreign withholding or other foreign taxes on income or gain from certain foreign securities. In general, the Funds may deduct these taxes in computing their taxable income.
 
  If you buy shares of a Fund before it makes a distribution, the distribution will be taxable to you even though it may actually be a return of a portion of your investment. This is known as “buying a dividend.”

   SALES AND EXCHANGES   

  Your sale of Fund shares is a taxable transaction for federal income tax purposes, and may also be subject to state and local taxes. For tax purposes, the exchange of your Fund shares for shares of a different Goldman Sachs Fund is the same as a sale. When you sell your shares, you will generally recognize a capital gain or loss in an amount equal to the difference between your adjusted tax basis in the shares and the amount received. Generally, this gain or loss is long-term or short-term depending on whether your holding period exceeds twelve months, except that any loss realized on shares held for six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends that were received on the shares. Additionally, any loss realized on a sale, exchange or redemption of shares of a Fund may be disallowed under “wash sale” rules to the extent the shares disposed of are replaced with other shares of that Fund within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to a dividend reinvestment in shares of that Fund. If disallowed, the loss will be reflected in an adjustment to the basis of the shares acquired.

   OTHER INFORMATION   

  When you open your account, you should provide your Social Security Number or tax identification number on your Account Application. By law, each Fund must withhold 28% of your taxable distributions and any redemption proceeds if you do not provide your correct taxpayer identification number, or certify that it is correct, or if the IRS instructs the Fund to do so.
 
  Non-U.S. investors may be subject to U.S. withholding and estate tax. However, non-U.S. investors generally may file for a refund of tax withheld (if any) on distributions of qualified interest income and short-term capital gains made by the Funds after September 1, 2005 and before August 31, 2008.

 
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  Appendix A
Additional Information on Portfolio
Risks, Securities and Techniques

   A.  General Portfolio Risks   

  The Funds will be subject to the risks associated with equity investments. “Equity investments” may include common stocks, preferred stocks, interests in real estate investment trusts, convertible debt obligations, convertible preferred stocks, equity interests in trusts, partnerships, joint ventures, limited liability companies and similar enterprises, warrants, stock purchase rights and synthetic and derivative instruments that have economic characteristics similar to equity securities. In general, the values of equity investments fluctuate in response to the activities of individual companies and in response to general market and economic conditions. Accordingly, the values of the equity investments that a Fund holds may decline over short or extended periods. The stock markets tend to be cyclical, with periods when stock prices generally rise and periods when prices generally decline. This volatility means that the value of your investment in the Funds may increase or decrease. In recent years, certain stock markets have experienced substantial price volatility.
 
  To the extent that a Fund invests in fixed-income securities, that Fund will also be subject to the risks associated with its fixed-income securities. These risks include interest rate risk, credit risk and call/extension risk. In general, interest rate risk involves the risk that when interest rates decline, the market value of fixed-income securities tends to increase (although many mortgage-related securities will have less potential than other debt securities for capital appreciation during periods of declining rates). Conversely, when interest rates increase, the market value of fixed-income securities tends to decline. Credit risk involves the risk that an issuer or guarantor could default on its obligations, and a Fund will not recover its investment. Call risk and extension risk are normally present in mortgage-backed securities and asset-backed securities. For example, homeowners have the option to prepay their mortgages. Therefore, the duration of a security backed by home mortgages can either shorten (call risk) or lengthen (extension risk). In general, if interest rates on new mortgage loans fall sufficiently below the interest rates on existing outstanding mortgage loans, the rate of prepayment would be expected to increase. Conversely, if mortgage loan interest rates rise above the interest rates on existing outstanding mortgage loans, the rate of prepayment would be expected to decrease. In either case, a change in the prepayment rate can result in losses to

 
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  investors. The same would be true of asset-backed securities such as securities backed by car loans.
 
  The Investment Adviser will not consider the portfolio turnover rate a limiting factor in making investment decisions for a Fund. A high rate of portfolio turnover (100% or more) involves correspondingly greater expenses which must be borne by a Fund and its shareholders, and is also likely to result in higher short-term capital gains taxable to shareholders. The portfolio turnover rate is calculated by dividing the lesser of the dollar amount of sales or purchases of portfolio securities by the average monthly value of a Fund’s portfolio securities, excluding securities having a maturity at the date of purchase of one year or less. See “Financial Highlights” in Appendix B for a statement of the Funds’ historical portfolio turnover rates.
 
  The following sections provide further information on certain types of securities and investment techniques that may be used by the Funds, including their associated risks. Additional information is provided in the Additional Statement, which is available upon request. Among other things, the Additional Statement describes certain fundamental investment restrictions that cannot be changed without shareholder approval. You should note, however, that all investment objectives and all investment policies not specifically designated as fundamental are non-fundamental, and may be changed without shareholder approval. If there is a change in a Fund’s investment objective, you should consider whether that Fund remains an appropriate investment in light of your then current financial position and needs.

   B.  Other Portfolio Risks   

  Risks of Investing in Small Capitalization and Mid-Capitalization Companies. Each Fund may, to the extent consistent with its investment policies, invest in small and mid-capitalization companies. Investments in small and mid-capitalization companies involve greater risk and portfolio price volatility than investments in larger capitalization stocks. Among the reasons for the greater price volatility of these investments are the less certain growth prospects of smaller firms and the lower degree of liquidity in the markets for such securities. Small and mid-capitalization companies may be thinly traded and may have to be sold at a discount from current market prices or in small lots over an extended period of time. In addition, these securities are subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities in particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic or market conditions, or adverse investor perceptions whether or not accurate. Because of the lack of sufficient market liquidity, a Fund may incur losses because it will be required to effect sales at a disadvantageous

 
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  time and only then at a substantial drop in price. Small and mid-capitalization companies include “unseasoned” issuers that do not have an established financial history; often have limited product lines, markets or financial resources; may depend on or use a few key personnel for management; and may be susceptible to losses and risks of bankruptcy. Small and mid-capitalization companies may be operating at a loss or have significant variations in operating results; may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence; may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position; and may have substantial borrowings or may otherwise have a weak financial condition. In addition, these companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing, and other capabilities, and a larger number of qualified managerial and technical personnel. Transaction costs for these investments are often higher than those of larger capitalization companies. Investments in small and mid-capitalization companies may be more difficult to price precisely than other types of securities because of their characteristics and lower trading volumes.
 
  Risks of Foreign Investments. The Funds may make foreign investments. Foreign investments involve special risks that are not typically associated with U.S. dollar denominated or quoted securities of U.S. issuers. Foreign investments may be affected by changes in currency rates, changes in foreign or U.S. laws or restrictions applicable to such investments and changes in exchange control regulations ( e.g. , currency blockage). A decline in the exchange rate of the currency ( i.e. , weakening of the currency against the U.S. dollar) in which a portfolio security is quoted or denominated relative to the U.S. dollar would reduce the value of the portfolio security. In addition, if the currency in which a Fund receives dividends, interest or other payments declines in value against the U.S. dollar before such income is distributed as dividends to shareholders or converted to U.S. dollars, the Fund may have to sell portfolio securities to obtain sufficient cash to pay such dividends.
 
  Brokerage commissions, custodial services and other costs relating to investment in international securities markets generally are more expensive than in the United States. In addition, clearance and settlement procedures may be different in foreign countries and, in certain markets, such procedures have been unable to keep pace with the volume of securities transactions, thus making it difficult to conduct such transactions.
 
  Foreign issuers are not generally subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to U.S. issuers. There may be less publicly available information about a foreign issuer than about a U.S.

 
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  issuer. In addition, there is generally less government regulation of foreign markets, companies and securities dealers than in the United States, and the legal remedies for investors may be more limited than the remedies available in the United States. Foreign securities markets may have substantially less volume than U.S. securities markets and securities of many foreign issuers are less liquid and more volatile than securities of comparable domestic issuers. Furthermore, with respect to certain foreign countries, there is a possibility of nationalization, expropriation or confiscatory taxation, imposition of withholding or other taxes on dividend or interest payments (or, in some cases, capital gains distributions), limitations on the removal of funds or other assets from such countries, and risks of political or social instability or diplomatic developments which could adversely affect investments in those countries.
 
  Concentration of a Fund’s assets in one or a few countries and currencies will subject a Fund to greater risks than if a Fund’s assets were not geographically concentrated.
 
  Investment in sovereign debt obligations by a Fund involves risks not present in debt obligations of corporate issuers. The issuer of the debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due in accordance with the terms of such debt, and a Fund may have limited recourse to compel payment in the event of a default. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt, and in turn a Fund’s NAV, to a greater extent than the volatility inherent in debt obligations of U.S. issuers.
 
  A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward international lenders, and the political constraints to which a sovereign debtor may be subject.
 
  Investments in foreign securities may take the form of sponsored and unsponsored American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”). Certain Funds may also invest in European Depositary Receipts (“EDRs”) or other similar instruments representing securities of foreign issuers. ADRs, GDRs and EDRs represent the right to receive securities of foreign issuers deposited in a bank or other depository. ADRs and certain GDRs are traded in the United States. GDRs may be traded in either the United States or in foreign markets. EDRs are traded primarily outside the United States. Prices of ADRs are quoted in U.S. dollars. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security.

 
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  Risks of Euro. On January 1, 1999, the European Economic and Monetary Union (EMU) introduced a new single currency called the euro. The euro has replaced the national currencies of the following member countries: Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, and Spain. In addition, Cyprus, the Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia and Slovenia became members of the EMU on May 1, 2004, but these countries will not adopt the euro as their new currency until they can show that their economies have converged with the economies of the euro zone.
 
  The European Central Bank has control over each country’s monetary policies. Therefore, the member countries no longer control their own monetary policies by directing independent interest rates for their currencies. The national governments of the participating countries, however, have retained the authority to set tax and spending policies and public debt levels.
 
  The change to the euro as a single currency is relatively new and untested. The elimination of currency risk among EMU countries has affected the economic environment and behavior of investors, particularly in European markets, but the long-term impact of those changes on currency values or on the business or financial condition of European countries and issuers cannot be fully assessed at this time. In addition, the introduction of the euro presents other unique uncertainties, including the fluctuation of the euro relative to non-euro currencies; whether the interest rate, tax and labor regimes of European countries participating in the euro will converge over time; and whether the conversion of the currencies of other countries that now are or may in the future become members of the European Union (“EU”) will have an impact on the euro. Also, it is possible that the euro could be abandoned in the future by countries that have already adopted its use. In May and June 2005, voters in France and the Netherlands rejected ratification of the EU Constitution causing some other countries to postpone moves toward ratification. These or other events, including political and economic developments, could cause market disruptions, and could adversely affect the value of securities held by the Funds. Because of the number of countries using this single currency, a significant portion of the assets held by the Funds may be denominated in the euro.
 
  Risks of Emerging Countries. Certain Funds may invest in securities of issuers located in emerging countries. The risks of foreign investment are heightened when the issuer is located in an emerging country. Emerging countries are generally located in the Asia and Pacific regions, Eastern Europe, Latin and South America and Africa. A Fund’s purchase and sale of portfolio securities in certain emerging countries may be constrained by limitations relating to daily changes in the prices

 
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  of listed securities, periodic trading or settlement volume and/or limitations on aggregate holdings of foreign investors. Such limitations may be computed based on the aggregate trading volume by or holdings of a Fund, the Investment Adviser, its affiliates and their respective clients and other service providers. A Fund may not be able to sell securities in circumstances where price, trading or settlement volume limitations have been reached.
 
  Foreign investment in the securities markets of certain emerging countries is restricted or controlled to varying degrees which may limit investment in such countries or increase the administrative costs of such investments. For example, certain Asian countries require governmental approval prior to investments by foreign persons or limit investment by foreign persons to only a specified percentage of an issuer’s outstanding securities or a specific class of securities which may have less advantageous terms (including price) than securities of the issuer available for purchase by nationals. In addition, certain countries may restrict or prohibit investment opportunities in issuers or industries deemed important to national interests. Such restrictions may affect the market price, liquidity and rights of securities that may be purchased by a Fund. The repatriation of both investment income and capital from certain emerging countries is subject to restrictions such as the need for governmental consents. In situations where a country restricts direct investment in securities (which may occur in certain Asian and other countries), a Fund may invest in such countries through other investment funds in such countries.
 
  Many emerging countries have experienced currency devaluations and substantial (and, in some cases, extremely high) rates of inflation. Other emerging countries have experienced economic recessions. These circumstances have had a negative effect on the economies and securities markets of such emerging countries. Economies in emerging countries generally are dependent heavily upon commodity prices and international trade and, accordingly, have been and may continue to be affected adversely by the economies of their trading partners, trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade.
 
  Many emerging countries are subject to a substantial degree of economic, political and social instability. Governments of some emerging countries are authoritarian in nature or have been installed or removed as a result of military coups, while governments in other emerging countries have periodically used force to suppress civil dissent. Disparities of wealth, the pace and success of democratization, and ethnic, religious and racial disaffection, among other factors, have also led to social unrest, violence and/or labor unrest in some emerging countries. Unanticipated

 
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  political or social developments may result in sudden and significant investment losses. Investing in emerging countries involves greater risk of loss due to expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and on repatriation of capital invested. As an example, in the past some Eastern European governments have expropriated substantial amounts of private property, and many claims of the property owners have never been fully settled. There is no assurance that similar expropriations will not recur in Eastern European or other countries.
 
  A Fund’s investment in emerging countries may also be subject to withholding or other taxes, which may be significant and may reduce the return from an investment in such countries to the Fund.
 
  Settlement procedures in emerging countries are frequently less developed and reliable than those in the United States and may involve a Fund’s delivery of securities before receipt of payment for their sale. In addition, significant delays may occur in certain markets in registering the transfer of securities. Settlement or registration problems may make it more difficult for a Fund to value its portfolio securities and could cause the Fund to miss attractive investment opportunities, to have a portion of its assets uninvested or to incur losses due to the failure of a counterparty to pay for securities the Fund has delivered or the Fund’s inability to complete its contractual obligations because of theft or other reasons.
 
  The creditworthiness of the local securities firms used by a Fund in emerging countries may not be as sound as the creditworthiness of firms used in more developed countries. As a result, the Fund may be subject to a greater risk of loss if a securities firm defaults in the performance of its responsibilities.
 
  The small size and inexperience of the securities markets in certain emerging countries and the limited volume of trading in securities in those countries may make a Fund’s investments in such countries less liquid and more volatile than investments in countries with more developed securities markets (such as the United States, Japan and most Western European countries). A Fund’s investments in emerging countries are subject to the risk that the liquidity of a particular investment, or investments generally, in such countries will shrink or disappear suddenly and without warning as a result of adverse economic, market or political conditions or adverse investor perceptions, whether or not accurate. Because of the lack of sufficient market liquidity, a Fund may incur losses because it will be required to effect sales at a disadvantageous time and only then at a substantial drop in price. Investments in emerging countries may be more difficult to price precisely because of the characteristics discussed above and lower trading volumes.

 
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  A Fund’s use of foreign currency management techniques in emerging countries may be limited. The Investment Adviser anticipates that a significant portion of the Funds’ currency exposure in emerging countries may not be covered by these techniques.
 
  Risks of Derivative Investments. A Fund’s transactions, if any, in options, futures, options on futures, swaps, interest rate caps, floors and collars, structured securities and foreign currency transactions involve additional risk of loss. Loss can result from a lack of correlation between changes in the value of derivative instruments and the portfolio assets (if any) being hedged, the potential illiquidity of the markets for derivative instruments, or the risks arising from margin requirements and related leverage factors associated with such transactions. The use of these management techniques also involves the risk of loss if the Investment Adviser is incorrect in its expectation of fluctuations in securities prices, interest rates or currency prices. Each Fund may also invest in derivative investments for non-hedging purposes (that is, to seek to increase total return). Investing for non-hedging purposes is considered a speculative practice and presents even greater risk of loss.
 
  Risks of Illiquid Securities. Each Fund may invest up to 15% of its net assets in illiquid securities which cannot be disposed of in seven days in the ordinary course of business at fair value. Illiquid securities include:
  n   Both domestic and foreign securities that are not readily marketable
  n   Certain stripped mortgage-backed securities
  n   Repurchase agreements and time deposits with a notice or demand period of more than seven days
  n   Certain over-the-counter options
  n   Certain structured securities and all swap transactions
  n   Certain private investments in public equity (“PIPEs”)
  n   Certain restricted securities, unless it is determined, based upon a review of the trading markets for a specific restricted security, that such restricted security is liquid because it is so-called “4(2) commercial paper” or is otherwise eligible for resale pursuant to Rule 144A under the Securities Act of 1933 (“144A Securities”).

  Investing in 144A Securities may decrease the liquidity of a Fund’s portfolio to the extent that qualified institutional buyers become for a time uninterested in purchasing these restricted securities. The purchase price and subsequent valuation of restricted and illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists.

 
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  Credit/Default Risks. Debt securities purchased by the Funds may include securities (including zero coupon bonds) issued by the U.S. government (and its agencies, instrumentalities and sponsored enterprises), foreign governments, domestic and foreign corporations, banks and other issuers. Some of these fixed-income securities are described in the next section below. Further information is provided in the Additional Statement.
 
  Debt securities rated BBB or higher by Standard & Poor’s Rating Group (“Standard & Poor’s”), Baa or higher by Moody’s Investors Service, Inc. (“Moody’s”) or having a comparable rating by another NRSRO are considered “investment grade.” Securities rated BBB or Baa are considered medium-grade obligations with speculative characteristics, and adverse economic conditions or changing circumstances may weaken their issuers’ capacity to pay interest and repay principal. A security will be deemed to have met a rating requirement if it receives the minimum required rating from at least one such rating organization even though it has been rated below the minimum rating by one or more other rating organizations, or if unrated by such rating organizations, the security is determined by the Investment Adviser to be of comparable credit quality. If a security satisfies a Fund’s minimum rating requirement at the time of purchase and is subsequently downgraded below that rating, the Fund will not be required to dispose of the security. If a downgrade occurs, the Investment Adviser will consider what action, including the sale of the security, is in the best interest of a Fund and its shareholders.
 
  Certain Funds may invest in fixed-income securities rated BB or Ba or below (or comparable unrated securities) which are commonly referred to as “junk bonds.” Junk bonds are considered predominantly speculative and may be questionable as to principal and interest payments.
 
  In some cases, junk bonds may be highly speculative, have poor prospects for reaching investment grade standing and be in default. As a result, investment in such bonds will present greater speculative risks than those associated with investment in investment grade bonds. Also, to the extent that the rating assigned to a security in a Fund’s portfolio is downgraded by a rating organization, the market price and liquidity of such security may be adversely affected.
 
  Risks of Initial Public Offerings. The Funds may invest in IPOs. An IPO is a company’s first offering of stock to the public. IPO risk is the risk that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. When a Fund’s asset base is small, a significant portion of the

 
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  Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the Fund’s assets grow, the effect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reduce the Fund’s performance. Because of the price volatility of IPO shares, a Fund may choose to hold IPO shares for a very short period of time. This may increase the turnover of the Fund’s portfolio and may lead to increased expenses to the Fund, such as commissions and transaction costs. By selling IPO shares, the Fund may realize taxable gains it will subsequently distribute to shareholders. In addition, the market for IPO shares can be speculative and/or inactive for extended periods of time. There is no assurance that a Fund will be able to obtain allocable portions of IPO shares. The limited number of shares available for trading in some IPOs may make it more difficult for a Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. Investors in IPO shares can be affected by substantial dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders.
 
  Temporary Investment Risks. Each Fund may, for temporary defensive purposes, invest a certain percentage of its total assets in:
  n   U.S. government securities
  n   Commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO
  n   Certificates of deposit
  n   Bankers’ acceptances
  n   Repurchase agreements
  n   Non-convertible preferred stocks and non-convertible corporate bonds with a remaining maturity of less than one year

  When a Fund’s assets are invested in such instruments, the Fund may not be achieving its investment objective.

   C.  Portfolio Securities and Techniques   

  This section provides further information on certain types of securities and investment techniques that may be used by the Funds, including their associated risks.
 
  The Funds may purchase other types of securities or instruments similar to those described in this section if otherwise consistent with the Fund’s investment objectives and policies. Further information is provided in the Additional Statement, which is available upon request.

 
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  Convertible Securities. Each Fund may invest in convertible securities. Convertible securities are preferred stock or debt obligations that are convertible into common stock. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. Convertible securities in which a Fund invests are subject to the same rating criteria as its other investments in fixed-income securities. Convertible securities have both equity and fixed-income risk characteristics. Like all fixed-income securities, the value of convertible securities is susceptible to the risk of market losses attributable to changes in interest rates. Generally, the market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. However, when the market price of the common stock underlying a convertible security exceeds the conversion price of the convertible security, the convertible security tends to reflect the market price of the underlying common stock. As the market price of the underlying common stock declines, the convertible security, like a fixed-income security, tends to trade increasingly on a yield basis, and thus may not decline in price to the same extent as the underlying common stock.
 
  Foreign Currency Transactions. A Fund may, to the extent consistent with its investment policies, purchase or sell foreign currencies on a cash basis or through forward contracts. A forward contract involves an obligation to purchase or sell a specific currency at a future date at a price set at the time of the contract. A Fund may engage in foreign currency transactions for hedging purposes and to seek to protect against anticipated changes in future foreign currency exchange rates. In addition, certain Funds may enter into foreign currency transactions to seek a closer correlation between the Fund’s overall currency exposures and the currency exposures of the Fund’s performance benchmark. Certain Funds may also enter into such transactions to seek to increase total return, which is considered a speculative practice.
 
  Some Funds may also engage in cross-hedging by using forward contracts in a currency different from that in which the hedged security is denominated or quoted. A Fund may hold foreign currency received in connection with investments in foreign securities when, in the judgment of the Investment Adviser, it would be beneficial to convert such currency into U.S. dollars at a later date ( e.g. , the Investment Adviser may anticipate the foreign currency to appreciate against the U.S. dollar).
 
  Currency exchange rates may fluctuate significantly over short periods of time, causing, along with other factors, a Fund’s NAV to fluctuate (when the Fund’s NAV fluctuates, the value of your shares may go up or down). Currency exchange rates also can be affected unpredictably by the intervention of U.S. or foreign

 
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  governments or central banks, or the failure to intervene, or by currency controls or political developments in the United States or abroad.
 
  The market in forward foreign currency exchange contracts, currency swaps and other privately negotiated currency instruments offers less protection against defaults by the other party to such instruments than is available for currency instruments traded on an exchange. Such contracts are subject to the risk that the counterparty to the contract will default on its obligations. Since these contracts are not guaranteed by an exchange or clearinghouse, a default on a contract would deprive a Fund of unrealized profits, transaction costs or the benefits of a currency hedge or could force the Fund to cover its purchase or sale commitments, if any, at the current market price.
 
  Structured Securities. Each Fund may invest in structured securities. Structured securities are securities whose value is determined by reference to changes in the value of specific currencies, interest rates, commodities, indices or other financial indicators (the “Reference”) or the relative change in two or more References.
 
  The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference. Structured securities may be positively or negatively indexed, so that appreciation of the Reference may produce an increase or decrease in the interest rate or value of the security at maturity. In addition, changes in the interest rates or the value of the security at maturity may be a multiple of changes in the value of the Reference. Consequently, structured securities may present a greater degree of market risk than many types of securities and may be more volatile, less liquid and more difficult to price accurately than less complex securities.
 
  REITs. Each Fund may invest in REITs. REITs are pooled investment vehicles that invest primarily in either real estate or real estate related loans. The value of a REIT is affected by changes in the value of the properties owned by the REIT or securing mortgage loans held by the REIT. REITs are dependent upon the ability of the REITs’ managers, and are subject to heavy cash flow dependency, default by borrowers and the qualification of the REITs under applicable regulatory requirements for favorable income tax treatment. REITs are also subject to risks generally associated with investments in real estate including possible declines in the value of real estate, general and local economic conditions, environmental problems and changes in interest rates. To the extent that assets underlying a REIT are concentrated geographically, by property type or in certain other respects, these

 
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  risks may be heightened. A Fund will indirectly bear its proportionate share of any expenses, including management fees, paid by a REIT in which it invests.
 
  Options on Securities, Securities Indices and Foreign Currencies. A put option gives the purchaser of the option the right to sell, and the writer (seller) of the option the obligation to buy, the underlying instrument during the option period. A call option gives the purchaser of the option the right to buy, and the writer (seller) of the option the obligation to sell, the underlying instrument during the option period. Each Fund may write (sell) covered call and put options and purchase put and call options on any securities in which the Fund may invest or on any securities index consisting of securities in which it may invest. A Fund may also, to the extent consistent with its investment policies, purchase and sell (write) put and call options on foreign currencies.
 
  The writing and purchase of options is a highly specialized activity which involves special investment risks. Options may be used for either hedging or cross-hedging purposes, or to seek to increase total return (which is considered a speculative activity). The successful use of options depends in part on the ability of the Investment Adviser to manage future price fluctuations and the degree of correlation between the options and securities (or currency) markets. If the Investment Adviser is incorrect in its expectation of changes in market prices or determination of the correlation between the instruments or indices on which options are written and purchased and the instruments in a Fund’s investment portfolio, the Fund may incur losses that it would not otherwise incur. The use of options can also increase a Fund’s transaction costs. Options written or purchased by the Funds may be traded on either U.S. or foreign exchanges or over-the-counter. Foreign and over-the-counter options will present greater possibility of loss because of their greater illiquidity and credit risks.
 
  Futures Contracts and Options on Futures Contracts. Futures contracts are standardized, exchange-traded contracts that provide for the sale or purchase of a specified financial instrument or currency at a future time at a specified price. An option on a futures contract gives the purchaser the right (and the writer of the option the obligation) to assume a position in a futures contract at a specified exercise price within a specified period of time. A futures contract may be based on particular securities, foreign currencies, securities indices and other financial instruments and indices. The Funds may engage in futures transactions on both U.S. and foreign exchanges.
 
  Each Fund may purchase and sell futures contracts, and purchase and write call and put options on futures contracts, in order to seek to increase total return or to hedge against changes in interest rates, securities prices or, to the extent a Fund invests in foreign securities, currency exchange rates, or to otherwise manage its

 
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  term structure, sector selection and duration in accordance with its investment objective and policies. Each Fund may also enter into closing purchase and sale transactions with respect to such contracts and options. The Trust, on behalf of each Fund, has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act, and therefore is not subject to registration or regulation as a pool operator under that Act with respect to the Funds.
 
  Futures contracts and related options present the following risks:
  n   While a Fund may benefit from the use of futures and options on futures, unanticipated changes in interest rates, securities prices or currency exchange rates may result in poorer overall performance than if the Fund had not entered into any futures contracts or options transactions.
  n   Because perfect correlation between a futures position and a portfolio position that is intended to be protected is impossible to achieve, the desired protection may not be obtained and a Fund may be exposed to additional risk of loss.
  n   The loss incurred by a Fund in entering into futures contracts and in writing call options on futures is potentially unlimited and may exceed the amount of the premium received.
  n   Futures markets are highly volatile and the use of futures may increase the volatility of a Fund’s NAV.
  n   As a result of the low margin deposits normally required in futures trading, a relatively small price movement in a futures contract may result in substantial losses to a Fund.
  n   Futures contracts and options on futures may be illiquid, and exchanges may limit fluctuations in futures contract prices during a single day.
  n   Foreign exchanges may not provide the same protection as U.S. exchanges.

  Equity Swaps. Each Fund may invest in equity swaps. Equity swaps allow the parties to a swap agreement to exchange the dividend income or other components of return on an equity investment (for example, a group of equity securities or an index) for a component of return on another non-equity or equity investment.
 
  An equity swap may be used by a Fund to invest in a market without owning or taking physical custody of securities in circumstances in which direct investment may be restricted for legal reasons or is otherwise deemed impractical or disadvantageous. Equity swaps are derivatives and their value can be very volatile. To the extent that the Investment Adviser does not accurately analyze and predict the potential relative fluctuation of the components swapped with another party, a Fund may suffer a loss, which may be substantial. The value of some components of an equity swap (such as the dividends on a common stock) may also be sensitive to changes in interest rates. Furthermore, a Fund may suffer a loss if the

 
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  counterparty defaults. Because equity swaps are normally illiquid, a Fund may be unable to terminate its obligations when desired.
 
  When-Issued Securities and Forward Commitments. Each Fund may purchase when-issued securities and make contracts to purchase or sell securities for a fixed price at a future date beyond customary settlement time. When-issued securities are securities that have been authorized, but not yet issued. When-issued securities are purchased in order to secure what is considered to be an advantageous price or yield to the Fund at the time of entering into the transaction. A forward commitment involves the entering into a contract to purchase or sell securities for a fixed price at a future date beyond the customary settlement period.
 
  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, a Fund may dispose of when-issued securities or forward commitments prior to settlement if the Investment Adviser deems it appropriate.
 
  Repurchase Agreements. Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. Each Fund may enter into repurchase agreements with securities dealers and banks which furnish collateral at least equal in value or market price to the amount of their repurchase obligation.
 
  If the other party or “seller” defaults, a Fund might 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 bankruptcy of the seller, a Fund could suffer additional losses if a court determines that the Fund’s interest in the collateral is not enforceable.
 
  Certain Funds, together with other registered investment companies having advisory agreements with the Investment Adviser or any of its affiliates, may transfer uninvested cash balances into a single joint account, the daily aggregate balance of which will be invested in one or more repurchase agreements.
 
  Lending of Portfolio Securities. Each Fund may engage in securities lending. Securities lending involves the lending of securities owned by a Fund to financial institutions such as certain broker-dealers including, as permitted by the SEC, Goldman Sachs. The borrowers are required to secure their loans continuously with cash, cash equivalents, U.S. government securities or letters of credit in an amount

 
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  at least equal to the market value of the securities loaned. Cash collateral may be invested by a Fund in short-term investments, including unregistered investment pools managed by the Investment Adviser or its affiliates and from which the Investment Adviser or its affiliates may receive fees. To the extent that cash collateral is so invested, such collateral will be subject to market depreciation or appreciation, and a Fund will be responsible for any loss that might result from its investment of the borrowers’ collateral. If the Investment Adviser determines to make securities loans, the value of the securities loaned may not exceed 33 1/3% of the value of the total assets of a Fund (including the loan collateral). Loan collateral (including any investment of the collateral) is not subject to the percentage limitations described elsewhere in this Prospectus regarding investments in fixed-income securities and cash equivalents.
 
  A Fund may lend its securities to increase its income. A Fund may, however, experience delay in the recovery of its securities or incur a loss if the institution with which it has engaged in a portfolio loan transaction breaches its agreement with the Fund or becomes insolvent.
 
  Short Sales Against-the-Box. Certain Funds may make short sales against-the-box. A short sale against-the-box means that at all times when a short position is open the Fund will own an equal amount of securities sold short, or securities convertible into or exchangeable for, without payment of any further consideration, an equal amount of the securities of the same issuer as the securities sold short.
 
  Preferred Stock, Warrants and Rights. Each Fund may invest in preferred stock, warrants and rights. Preferred stocks are securities that represent an ownership interest providing the holder with claims on the issuer’s earnings and assets before common stock owners but after bond owners. Unlike debt securities, the obligations of an issuer of preferred stock, including dividend and other payment obligations, may not typically be accelerated by the holders of such preferred stock on the occurrence of an event of default or other non-compliance by the issuer of the preferred stock.
 
  Warrants and other rights are options to buy a stated number of shares of common stock at a specified price at any time during the life of the warrant or right. The holders of warrants and rights have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer.
 
  Other Investment Companies. Each Fund may invest in securities of other investment companies (including exchange-traded funds such as SPDRs and iShares SM , as defined below) subject to statutory limitations prescribed by the Investment Company Act of 1940. These limitations include a prohibition on any Fund acquiring more than 3% of the voting shares of any other investment

 
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  company, and a prohibition on investing more than 5% of a Fund’s total assets in securities of any one investment company or more than 10% of its total assets in securities of all investment companies. A Fund will indirectly bear its proportionate share of any management fees and other expenses paid by such other investment companies. Although the Funds do not expect to do so in the foreseeable future, each Fund is authorized to invest substantially all of its assets in a single open-end investment company or series thereof that has substantially the same investment objective, policies and fundamental restrictions as the Fund. Pursuant to an exemptive order obtained from the SEC, other investment companies in which a Fund may invest include money market funds which the Investment Adviser or any of its affiliates serves as investment adviser, administrator or distributor.
 
  Exchange-traded funds such as SPDRs and iShares SM are shares of unaffiliated investment companies which are traded like traditional equity securities on a national securities exchange or the NASDAQ ® National Market System.

  n   Standard & Poor’s Depositary Receipts™. The Funds may, consistent with their investment policies, purchase Standard & Poor’s Depositary Receipts™ (“SPDRs”). SPDRs are securities traded on an exchange that represent ownership in the SPDR Trust, a trust which has been established to accumulate and hold a portfolio of common stocks that is intended to track the price performance and dividend yield of the S&P 500 ® . SPDRs may be used for several reasons, including, but not limited to, facilitating the handling of cash flows or trading, or reducing transaction costs. The price movement of SPDRs may not perfectly parallel the price action of the S&P 500 ® .
 
  n   iShares SM . iShares are shares of an investment company that invests substantially all of its assets in securities included in specified indices, including the MSCI indices for various countries and regions. iShares are listed on an exchange and were initially offered to the public in 1996. The market prices of iShares are expected to fluctuate in accordance with both changes in the NAVs of their underlying indices and supply and demand of iShares on an exchange. However, iShares have a limited operating history and information is lacking regarding the actual performance and trading liquidity of iShares for extended periods or over complete market cycles. In addition, there is no assurance that the requirements of the exchange necessary to maintain the listing of iShares will continue to be met or will remain unchanged. In the event substantial market or other disruptions affecting iShares occur in the future, the liquidity and value of a Fund’s shares could also be substantially and adversely affected. If such disruptions were to occur, a Fund could be required to reconsider the use of iShares as part of its investment strategy.

 
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  Unseasoned Companies. Each Fund may invest in companies which (together with their predecessors) have operated less than three years. The securities of such companies may have limited liquidity, which can result in their being priced higher or lower than might otherwise be the case. In addition, investments in unseasoned companies are more speculative and entail greater risk than do investments in companies with an established operating record.
 
  Private Investments in Public Equity. Certain Funds may purchase equity securities in a private placement that are issued by issuers who have outstanding, publicly-traded equity securities of the same class (“private investments in public equity” or “PIPEs”). Shares in PIPEs generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPEs are restricted as to resale and the Fund cannot freely trade the securities. Generally, such restrictions cause the PIPEs to be illiquid during this time. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
 
  Corporate Debt Obligations. Corporate debt obligations include bonds, notes, debentures, commercial paper and other obligations of corporations to pay interest and repay principal. Each Fund may invest in corporate debt obligations issued by U.S. and certain non-U.S. issuers which issue securities denominated in the U.S. dollar (including Yankee and Euro obligations). In addition to obligations of corporations, corporate debt obligations include securities issued by banks and other financial institutions and supranational entities ( i.e. , the World Bank, the International Monetary Fund, etc.).
 
  Bank Obligations. Each Fund may invest in obligations issued or guaranteed by U.S. or foreign banks. Bank obligations, including without limitation, time deposits, bankers’ acceptances and certificates of deposit, may be general obligations of the parent bank or may be limited to the issuing branch by the terms of the specific obligations or by government regulations. Banks are subject to extensive but different governmental regulations which may limit both the amount and types of loans which may be made and interest rates which may be charged. In addition, the profitability of the banking industry is largely dependent upon the availability and cost of funds for the purpose of financing lending operations under prevailing money market conditions. General economic conditions as well as exposure to credit losses arising from possible financial difficulties of borrowers play an important part in the operation of this industry.

 
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  U.S. Government Securities. Each Fund may invest in U.S. Government Securities. U.S. Government Securities include U.S. Treasury obligations and obligations issued or guaranteed by U.S. government agencies, instrumentalities or sponsored enterprises. U.S. Government Securities may be supported by (a) the full faith and credit of the U.S. Treasury; (b) the right of the issuer to borrow from the U.S. Treasury; (c) the discretionary authority of the U.S. government to purchase certain obligations of the issuer; or (d) only the credit of the issuer. U.S. Government Securities also include Treasury receipts, zero coupon bonds and other stripped U.S. Government Securities, where the interest and principal components of stripped U.S. Government Securities are traded independently.
 
  Custodial Receipts and Trust Certificates. Each Fund may invest in custodial receipts and trust certificates representing interests in securities held by a custodian or trustee. The securities so held may include U.S. Government Securities or other types of securities in which a Fund may invest. The custodial receipts or trust certificates may evidence ownership of future interest payments, principal payments or both on the underlying securities, or, in some cases, the payment obligation of a third party that has entered into an interest rate swap or other arrangement with the custodian or trustee. For certain securities laws purposes, custodial receipts and trust certificates may not be considered obligations of the U.S. government or other issuer of the securities held by the custodian or trustee. If for tax purposes a Fund is not considered to be the owner of the underlying securities held in the custodial or trust account, the Fund may suffer adverse tax consequences. As a holder of custodial receipts and trust certificates, a Fund will bear its proportionate share of the fees and expenses charged to the custodial account or trust. Each Fund may also invest in separately issued interests in custodial receipts and trust certificates.
 
  Mortgage-Backed Securities. Certain Funds may invest in mortgage-backed securities. Mortgage-backed securities represent direct or indirect participations in, or are collateralized by and payable from, mortgage loans secured by real property. Mortgage-backed securities can be backed by either fixed rate mortgage loans or adjustable rate mortgage loans, and may be issued by either a governmental or non-governmental entity. Privately issued mortgage-backed securities are normally structured with one or more types of “credit enhancement.” However, these mortgage-backed securities typically do not have the same credit standing as U.S. government guaranteed mortgage-backed securities.
 
  Mortgage-backed securities may include multiple class securities, including collateralized mortgage obligations (“CMOs”) and Real Estate Mortgage Investment Conduit (“REMIC”) pass-through or participation certificates. A REMIC is a CMO that qualifies for special tax treatment and invests in certain mortgages principally secured by interests in real property and other permitted investments.

 
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  CMOs provide an investor with a specified interest in the cash flow from a pool of underlying mortgages or of other mortgage-backed securities. CMOs are issued in multiple classes each with a specified fixed or floating interest rate and a final scheduled distribution rate. In many cases, payments of principal are applied to the CMO classes in the order of their respective stated maturities, so that no principal payments will be made on a CMO class until all other classes having an earlier stated maturity date are paid in full.
 
  Sometimes, however, CMO classes are “parallel pay,” i.e. , payments of principal are made to two or more classes concurrently. In some cases, CMOs may have the characteristics of a stripped mortgage-backed security whose price can be highly volatile. CMOs may exhibit more or less price volatility and interest rate risk than other types of mortgage-related obligations, and under certain interest rate and payment scenarios, a Fund may fail to recoup fully its investment in certain of these securities regardless of their credit quality.
 
  Mortgaged-backed securities also include stripped mortgage-backed securities (“SMBS”), which are derivative multiple class mortgage-backed securities. SMBS are usually structured with two different classes: one that receives substantially all of the interest payments and the other that receives substantially all of the principal payments from a pool of mortgage loans. The market value of SMBS consisting entirely of principal payments generally is unusually volatile in response to changes in interest rates. The yields on SMBS that receive all or most of the interest from mortgage loans are generally higher than prevailing market yields on other mortgage-backed securities because their cash flow patterns are more volatile and there is a greater risk that the initial investment will not be fully recouped.
 
  Asset-Backed Securities. Certain Funds may invest in asset-backed securities. Asset-backed securities are securities whose principal and interest payments are collateralized by pools of assets such as auto loans, credit card receivables, leases, installment contracts and personal property. Asset-backed securities are often subject to more rapid repayment than their stated maturity date would indicate as a result of the pass-through of prepayments of principal on the underlying loans. During periods of declining interest rates, prepayment of loans underlying asset-backed securities can be expected to accelerate. Accordingly, a Fund’s ability to maintain positions in such securities will be affected by reductions in the principal amount of such securities resulting from prepayments, and its ability to reinvest the returns of principal at comparable yields is subject to generally prevailing interest rates at that time. Asset-backed securities present credit risks that are not presented by mortgage-backed securities. This is because asset-backed securities generally do not have the benefit of a security interest in collateral that is comparable to mortgage assets. If the issuer of an asset-backed security defaults on its payment

 
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  obligations, there is the possibility that, in some cases, the Fund will be unable to possess and sell the underlying collateral and that the Fund’s recoveries on repossessed collateral may not be available to support payments on the securities. In the event of a default, a Fund may suffer a loss if it cannot sell collateral quickly and receive the amount it is owed.
 
  Borrowings. Each Fund can borrow money from banks and other financial institutions in amounts not exceeding one-third of its total assets for temporary or emergency purposes. A Fund may not make additional investments if borrowings exceed 5% of its total assets.
 
  Mortgage Dollar Rolls. Certain Funds may enter into mortgage dollar rolls. A mortgage dollar roll involves the sale by a Fund of securities for delivery in the current month. The Fund simultaneously contracts with the same counterparty to repurchase substantially similar (same type, coupon and maturity) but not identical securities on a specified future date. During the roll period, the Fund loses the right to receive principal and interest paid on the securities sold. However, the Fund benefits to the extent of any difference between (a) the price received for the securities sold and (b) the lower forward price for the future purchase and/or fee income plus the interest earned on the cash proceeds of the securities sold. Unless the benefits of a mortgage dollar roll exceed the income, capital appreciation and gain or loss due to mortgage prepayments that would have been realized on the securities sold as part of the roll, the use of this technique will diminish the Fund’s performance.
 
  Successful use of mortgage dollar rolls depends upon the Investment Adviser’s ability to predict correctly interest rates and mortgage prepayments. If the Investment Adviser is incorrect in its prediction, a Fund may experience a loss. The Funds do not currently intend to enter into mortgage dollar rolls for financing and do not treat them as borrowings.
 
  Yield Curve Options. Certain Funds may enter into options on the yield “spread” or differential between two securities. Such transactions are referred to as “yield curve” options. In contrast to other types of options, a yield curve option is based on the difference between the yields of designated securities, rather than the prices of the individual securities, and is settled through cash payments. Accordingly, a yield curve option is profitable to the holder if this differential widens (in the case of a call) or narrows (in the case of a put), regardless of whether the yields of the underlying securities increase or decrease.
 
  The trading of yield curve options is subject to all of the risks associated with the trading of other types of options. In addition, such options present a risk of loss

 
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  even if the yield of an underlying security remains constant, or if the spread moves in a direction or to an extent which was not anticipated.
 
  Reverse Repurchase Agreements. Certain Funds may enter into reverse repurchase agreements. Reverse repurchase agreements involve the sale of securities held by a Fund subject to the Fund’s agreement to repurchase them at a mutually agreed upon date and price (including interest). These transactions may be entered into as a temporary measure for emergency purposes or to meet redemption requests. Reverse repurchase agreements may also be entered into when the Investment Adviser expects that the interest income to be earned from the investment of the transaction proceeds will be greater than the related interest expense. Reverse repurchase agreements involve leveraging. If the securities held by a Fund decline in value while these transactions are outstanding, the NAV of the Fund’s outstanding shares will decline in value by proportionately more than the decline in value of the securities. In addition, reverse repurchase agreements involve the risk that the investment return earned by a Fund (from the investment of the proceeds) will be less than the interest expense of the transaction, that the market value of the securities sold by a Fund will decline below the price the Fund is obligated to pay to repurchase the securities, and that the securities may not be returned to the Fund.
 
  Municipal Securities. Certain Funds may invest in securities and instruments issued by state and local government issuers. Municipal securities in which a Fund may invest consist of bonds, notes, commercial paper and other instruments (including participating interests in such securities) issued by or on behalf of states, territories and possessions of the United States (including the District of Columbia) and their political subdivisions, agencies or instrumentalities. Such securities may pay fixed, variable or floating rates of interest. Municipal securities are often issued to obtain funds for various public purposes, including the construction of a wide range of public facilities such as bridges, highways, housing, hospitals, mass transportation, schools, streets and water and sewer works. Other public purposes for which municipal securities may be issued include refunding outstanding obligations, obtaining funds for general operating expenses, and obtaining funds to lend to other public institutions and facilities. Municipal securities in which a Fund may invest include private activity bonds, municipal leases, certificates of participation, pre-funded municipal securities and auction rate securities. Dividends paid by the Funds based on investments in municipal securities will be taxable.
 
  Interest Rate Swaps, Mortgage Swaps, Credit Swaps, Currency Swaps, Total Return Swaps, Options on Swaps and Interest Rate Caps, Floors and Collars. Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest, such as an exchange of fixed-

 
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  rate payments for floating rate payments. Mortgage swaps are similar to interest rate swaps in that they represent commitments to pay and receive interest. The notional principal amount, however, is tied to a reference pool or pools of mortgages. Credit swaps involve the receipt of floating or fixed rate payments in exchange for assuming potential credit losses on an underlying security. Credit swaps give one party to a transaction the right to dispose of or acquire an asset (or group of assets), or the right to receive a payment from the other party, upon the occurrence of specified credit events. Currency swaps involve the exchange of the parties’ respective rights to make or receive payments in specified currencies. Total return swaps give a Fund the right to receive the appreciation in the value of a specified security, index or other instrument in return for a fee paid to the counterparty, which will typically be an agreed upon interest rate. If the underlying asset in a total return swap declines in value over the term of the swap, the Fund may also be required to pay the dollar value of that decline to the counterparty. Certain Funds may also purchase and write (sell) options contracts on swaps, commonly referred to as swaptions. A swaption is an option to enter into a swap agreement. Like other types of options, the buyer of a swaption pays a non-refundable premium for the option and obtains the right, but not the obligation, to enter into an underlying swap on agreed-upon terms. The seller of a swaption, in exchange for the premium, becomes obligated (if the option is exercised) to enter into an underlying swap on agreed-upon terms. The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to receive payment of interest on a notional principal amount from the party selling such interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling the interest rate floor. An interest rate collar is the combination of a cap and a floor that preserves a certain return within a predetermined range of interest rates.
 
  Certain Funds may enter into the transactions described above for hedging purposes or to seek to increase total return. The use of interest rate, mortgage, credit, currency and total return swaps, options on swaps, and interest rate caps, floors and collars is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Investment Adviser is incorrect in its forecasts of market value, interest rates and currency exchange rates, the investment performance of a Fund would be less favorable than it would have been if these investment techniques were not used.
 
  Loan Participations. Certain Funds may invest in loan participations. A loan participation is an interest in a loan to a U.S. or foreign company or other borrower which is administered and sold by a financial intermediary. A Fund may

 
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APPENDIX A

  only invest in loans to issuers in whose obligations it may otherwise invest. Loan participation interests may take the form of a direct or co-lending relationship with the corporate borrower, an assignment of an interest in the loan by a co-lender or another participant, or a participation in the seller’s share of the loan. When a Fund acts as co-lender in connection with a participation interest or when it acquires certain participation interests, the Fund will have direct recourse against the borrower if the borrower fails to pay scheduled principal and interest. In cases where the Fund lacks direct recourse, it will look to the agent bank to enforce appropriate credit remedies against the borrower. In these cases, the Fund may be subject to delays, expenses and risks that are greater than those that would have been involved if the Fund had purchased a direct obligation (such as commercial paper) of such borrower. Moreover, under the terms of the loan participation, the Fund may be regarded as a creditor of the agent bank (rather than of the underlying corporate borrower), so that the Fund may also be subject to the risk that the agent bank may become insolvent.
 
  Inverse Floaters. Certain Funds may invest in inverse floating rate debt securities (“inverse floaters”). The interest rate on inverse floaters resets in the opposite direction from the market rate of interest to which the inverse floater is indexed. An inverse floater may be considered to be leveraged to the extent that its interest rate varies by a magnitude that exceeds the magnitude of the change in the index rate of interest. The higher the degree of leverage of an inverse floater, the greater the volatility of its market value.

 
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  Appendix B
Financial Highlights
 
  The financial highlights tables are intended to help you understand a Fund’s financial performance for the past five years (or less if the Fund has not been in operation for five years). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions). The information has been audited by PricewaterhouseCoopers LLP, whose report, along with a Fund’s financial statements, is included in the Funds’ annual report (available upon request).

BALANCED FUND

                                           
Balanced Fund—Class A Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 18.63     $ 17.21     $ 16.28     $ 18.34     $ 21.42  
   
Net investment income a
    0.36 b     0.31       0.40       0.47 c     0.54  
Net realized and unrealized gain (loss)
    1.26       1.48       0.96       (2.03 ) c     (2.62 )
   
 
Total from investment operations
    1.62       1.79       1.36       (1.56 )     (2.08 )
   
Distributions to shareholders
                                       
From net investment income
    (0.37 )     (0.37 )     (0.43 )     (0.50 )     (0.74 )
From net realized gains
                            (0.26 )
   
 
Total distributions
    (0.37 )     (0.37 )     (0.43 )     (0.50 )     (1.00 )
   
Net asset value, end of year
  $ 19.88     $ 18.63     $ 17.21     $ 16.28     $ 18.34  
   
Total return d
    8.80 %     10.47 %     8.54 %     (8.67 )%     (9.95 )%
Net assets at end of year (in 000s)
  $ 195,531     $ 169,436     $ 130,111     $ 100,541     $ 109,350  
Ratio of net expenses to average net assets
    1.14 %     1.15 %     1.16 %     1.16 %     1.15 %
Ratio of net investment income (loss) to average net assets
    1.84 % b     1.68 %     2.43 %     2.61 % c     2.78 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.31 %     1.30 %     1.38 %     1.38 %     1.34 %
Ratio of net investment income to average net assets
    1.67 % b     1.53 %     2.21 %     2.39 % c     2.59 %
Portfolio turnover rate e
    228 %     208 %     192 %     169 %     187 %

See page 155 for all footnotes.

 
122


 

APPENDIX B

                                           
Balanced Fund—Class B Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 18.49     $ 17.08     $ 16.16     $ 18.21     $ 21.27  
   
Net investment income a
    0.21 b     0.17       0.28       0.33 c     0.39  
Net realized and unrealized gain (loss)
    1.26       1.47       0.95       (2.01 ) c     (2.60 )
   
 
Total from investment operations
    1.47       1.64       1.23       (1.68 )     (2.21 )
   
Distributions to shareholders
                                       
From net investment income
    (0.23 )     (0.23 )     (0.31 )     (0.37 )     (0.59 )
From net realized gains
                            (0.26 )
   
 
Total distributions
    (0.23 )     (0.23 )     (0.31 )     (0.37 )     (0.85 )
   
Net asset value, end of year
  $ 19.73     $ 18.49     $ 17.08     $ 16.16     $ 18.21  
   
Total return d
    8.00 %     9.67 %     7.73 %     (9.38 )%     (10.62 )%
Net assets at end of year (in 000s)
  $ 29,093     $ 31,067     $ 28,204     $ 23,871     $ 28,316  
Ratio of net expenses to average net assets
    1.89 %     1.90 %     1.91 %     1.91 %     1.90 %
Ratio of net investment income (loss) to average net assets
    1.10 % b     0.93 %     1.69 %     1.86 % c     2.03 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.06 %     2.05 %     2.13 %     2.13 %     2.09 %
Ratio of net investment income to average net assets
    0.93 % b     0.78 %     1.47 %     1.64 % c     1.84 %
Portfolio turnover rate e
    228 %     208 %     192 %     169 %     187 %

See page 155 for all footnotes.

 
123


 

                                           
Balanced Fund—Class C Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 18.47     $ 17.07     $ 16.15     $ 18.19     $ 21.25  
   
Net investment income a
    0.21 b     0.17       0.28       0.33 c     0.39  
Net realized and unrealized gain (loss)
    1.26       1.47       0.94       (2.00 ) c     (2.60 )
   
 
Total from investment operations
    1.47       1.64       1.22       (1.67 )     (2.21 )
   
Distributions to shareholders
                                       
From net investment income
    (0.23 )     (0.24 )     (0.30 )     (0.37 )     (0.59 )
From net realized gains
                            (0.26 )
   
 
Total distributions
    (0.23 )     (0.24 )     (0.30 )     (0.37 )     (0.85 )
   
Net asset value, end of year
  $ 19.71     $ 18.47     $ 17.07     $ 16.15     $ 18.19  
   
Total return d
    8.00 %     9.63 %     7.72 %     (9.34 )%     (10.63 )%
Net assets at end of year (in 000s)
  $ 6,080     $ 5,803     $ 5,746     $ 5,377     $ 7,113  
Ratio of net expenses to average net assets
    1.89 %     1.90 %     1.91 %     1.91 %     1.90 %
Ratio of net investment income (loss) to average net assets
    1.09 % b     0.93 %     1.69 %     1.86 % c     2.03 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.06 %     2.05 %     2.13 %     2.13 %     2.09 %
Ratio of net investment income to average net assets
    0.92 % b     0.78 %     1.47 %     1.64 % c     1.84 %
Portfolio turnover rate e
    228 %     208 %     192 %     169 %     187 %

See page 155 for all footnotes.

 
124


 

APPENDIX B

RESEARCH SELECT FUND

                                           
Research Select Fund—Class A Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of period
  $ 6.33     $ 5.65     $ 4.99     $ 7.07     $ 10.77  
   
Net investment income (loss) a
    0.03 b     (0.01 )     (0.02 )     (0.04 )     (0.06 )
Net realized and unrealized gain (loss)
    0.66       0.69       0.68       (2.04 )     (3.64 )
   
 
Total from investment operations
    0.69       0.68       0.66       (2.08 )     (3.70 )
   
Net asset value, end of year
  $ 7.02     $ 6.33     $ 5.65     $ 4.99     $ 7.07  
   
Total return d
    10.90 %     12.04 %     13.23 %     (29.42 )%     (34.35 )%
Net assets at end of year (in 000s)
  $ 62,597     $ 83,908     $ 103,749     $ 129,737     $ 304,677  
Ratio of net expenses to average net assets
    1.49 %     1.50 %     1.52 %     1.51 %     1.50 %
Ratio of net investment income (loss) to average net assets
    0.49 % b     (0.11 )%     (0.35 )%     (0.57 )%     (0.73 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.63 %     1.57 %     1.58 %     1.54 %     1.53 %
Ratio of net investment income (loss) to average net assets
    0.35 % b     (0.18 )%     (0.41 )%     (0.60 )%     (0.76 )%
Portfolio turnover rate
    51 %     41 %     121 %     107 %     171 %

See page 155 for all footnotes.

 
125


 

                                           
Research Select Fund—Class B Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of period
  $ 6.14     $ 5.52     $ 4.90     $ 7.01     $ 10.76  
   
Net investment loss a
    (0.02 ) b     (0.05 )     (0.05 )     (0.08 )     (0.13 )
Net realized and unrealized gain (loss)
    0.63       0.67       0.67       (2.03 )     (3.62 )
   
 
Total from investment operations
    0.61       0.62       0.62       (2.11 )     (3.75 )
   
Net asset value, end of year
  $ 6.75     $ 6.14     $ 5.52     $ 4.90     $ 7.01  
   
Total return d
    9.93 %     11.23 %     12.65 %     (30.10 )%     (34.85 )%
Net assets at end of year (in 000s)
  $ 91,665     $ 115,016     $ 136,103     $ 153,395     $ 303,539  
Ratio of net expenses to average net assets
    2.24 %     2.25 %     2.27 %     2.26 %     2.25 %
Ratio of net investment loss to average net assets
    (0.26 )% b     (0.86 )%     (1.10 )%     (1.32 )%     (1.48 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.38 %     2.32 %     2.33 %     2.29 %     2.28 %
Ratio of net investment loss to average net assets
    (0.40 )% b     (0.93 )%     (1.16 )%     (1.35 )%     (1.51 )%
Portfolio turnover rate
    51 %     41 %     121 %     107 %     171 %

See page 155 for all footnotes.

 
126


 

APPENDIX B

                                           
Research Select Fund—Class C Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of period
  $ 6.14     $ 5.52     $ 4.91     $ 7.02     $ 10.77  
Net investment loss a
    (0.02 ) b     (0.05 )     (0.05 )     (0.08 )     (0.13 )
Net realized and unrealized gain (loss)
    0.63       0.67       0.66       (2.03 )     (3.62 )
   
 
Total from investment operations
    0.61       0.62       0.61       (2.11 )     (3.75 )
Net asset value, end of year
  $ 6.75     $ 6.14     $ 5.52     $ 4.91     $ 7.02  
   
Total return d
    9.93 %     11.23 %     12.42 %     (30.06 )%     (34.82 )%
Net assets at end of year (in 000s)
  $ 34,207     $ 44,543     $ 60,290     $ 78,434     $ 169,576  
Ratio of net expenses to average net assets
    2.24 %     2.25 %     2.27 %     2.26 %     2.25 %
Ratio of net investment loss to average net assets
    (0.26 )% b     (0.86 )%     (1.10 )%     (1.32 )%     (1.48 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.38 %     2.32 %     2.33 %     2.29 %     2.28 %
Ratio of net investment loss to average net assets
    (0.40 )% b     (0.93 )%     (1.16 )%     (1.35 )%     (1.51 )%
Portfolio turnover rate
    51 %     41 %     121 %     107 %     171 %

See page 155 for all footnotes.

 
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CAPITAL GROWTH FUND

                                           
Capital Growth Fund—Class A Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 18.31     $ 17.07     $ 15.44     $ 19.76     $ 28.95  
   
Net investment income (loss) a
    0.05 b     (0.05 )     f     (0.05 )     (0.06 )
Net realized and unrealized gain (loss)
    1.70 g     1.29       1.63       (4.24 )     (7.23 )
   
 
Total from investment operations
    1.75       1.24       1.63       (4.29 )     (7.29 )
   
Distributions to shareholders
                                       
From net realized gains
                      (0.03 )     (1.90 )
   
Net asset value, end of year
  $ 20.06     $ 18.31     $ 17.07     $ 15.44     $ 19.76  
   
Total return d
    9.56 %     7.26 %     10.56 %     (21.74 )%     (26.48 )%
Net assets at end of year (in 000s)
  $ 1,374,264     $ 1,343,848     $ 1,483,768     $ 1,388,868     $ 2,001,259  
Ratio of net expenses to average net assets
    1.39 %     1.39 %     1.40 %     1.43 %     1.44 %
Ratio of net investment income (loss) to average net assets
    0.24 % b     (0.26 )%     0.00 %     (0.29 )%     (0.25 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.45 %     1.47 %     1.48 %     1.47 %     1.46 %
Ratio of net investment income (loss) to average net assets
    0.18 % b     (0.34 )%     (0.08 )%     (0.33 )%     (0.27 )%
Portfolio turnover rate
    34 %     43 %     17 %     11 %     18 %

See page 155 for all footnotes.

 
128


 

APPENDIX B

                                           
Capital Growth Fund—Class B Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 17.13     $ 16.09     $ 14.66     $ 18.90     $ 27.99  
   
Net investment loss a
    (0.09 ) b     (0.17 )     (0.11 )     (0.18 )     (0.23 )
Net realized and unrealized gain (loss)
    1.59 g     1.21       1.54       (4.03 )     (6.96 )
   
 
Total from investment operations
    1.50       1.04       1.43       (4.21 )     (7.19 )
   
Distributions to shareholders
                                       
From net realized gains
                      (0.03 )     (1.90 )
   
Net asset value, end of year
  $ 18.63     $ 17.13     $ 16.09       14.66       18.90  
   
Total return d
    8.76 %     6.46 %     9.75 %     (22.31 )%     (27.06 )%
Net assets at end of year (in 000s)
  $ 160,575     $ 196,910     $ 226,663     $ 238,335     $ 338,673  
Ratio of net expenses to average net assets
    2.14 %     2.14 %     2.15 %     2.18 %     2.19 %
Ratio of net investment income (loss) to average net assets
    (0.48 ) b     (1.01 )%     (0.74 )%     (1.04 )%     (1.00 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.20 %     2.22 %     2.23 %     2.22 %     2.21 %
Ratio of net investment income (loss) to average net assets
    (0.54 )% b     (1.09 )%     (0.82 )%     (1.08 )%     (1.02 )%
Portfolio turnover rate
    34 %     43 %     17 %     11 %     18 %

See page 155 for all footnotes.

 
129


 

                                           
Capital Growth Fund—Class C Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 17.10     $ 16.07     $ 14.64     $ 18.88     $ 27.94  
   
Net investment loss a
    (0.09 ) b     (0.17 )     (0.11 )     (0.18 )     (0.22 )
Net realized and unrealized gain (loss)
    1.59 g     1.20       1.54       (4.03 )     (6.94 )
   
 
Total from investment operations
    1.50       1.03       1.43       (4.21 )     (7.16 )
   
Distributions to shareholders
                                       
From net realized gains
                      (0.03 )     (1.90 )
   
Net asset value, end of year
  $ 18.60     $ 17.10     $ 16.07     $ 14.64     $ 18.88  
   
Total return d
    8.77 %     6.41 %     9.77 %     (22.33 )%     (27.00 )%
Net assets at end of year (in 000s)
  $ 81,132     $ 89,086     $ 100,027     $ 101,783     $ 127,839  
Ratio of net expenses to average net assets
    2.14 %     2.14 %     2.15 %     2.18 %     2.19 %
Ratio of net investment income (loss) to average net assets
    (0.49 )% b     (1.01 )%     (0.74 )%     (1.04 )%     (1.00 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.20 %     2.22 %     2.23 %     2.22 %     2.21 %
Ratio of net investment income (loss) to average net assets
    (0.55 )% b     (1.09 )%     (0.82 )%     (1.08 )%     (1.02 )%
Portfolio turnover rate
    34 %     43 %     17 %     11 %     18 %

See page 155 for all footnotes.

 
130


 

APPENDIX B

GROWTH AND INCOME FUND

                                           
Growth and Income Fund—Class A Shares

Year Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 22.88     $ 19.22     $ 18.01     $ 19.66     $ 24.78  
   
Net investment income a
    0.41 b     0.22       0.25       0.18       0.01  
Net realized and unrealized gain (loss)
    2.61 g     3.67       1.21       (1.69 )     (5.13 )
   
 
Total from investment operations
    3.02       3.89       1.46       (1.51 )     (5.12 )
   
Distributions to shareholders
                                       
From net investment income
    (0.35 )     (0.23 )     (0.25 )     (0.14 )      
   
Net asset value, end of year
  $ 25.55     $ 22.88     $ 19.22     $ 18.01     $ 19.66  
   
Total return d
    13.37 % h     20.27 %     8.25 %     (7.74 )%     (20.66 )%
Net assets at end of year (in 000s)
  $ 924,479     $ 637,130     $ 401,439     $ 291,151     $ 355,205  
Ratio of net expenses to average net assets
    1.19 %     1.19 %     1.20 %     1.20 %     1.19 %
Ratio of net investment income (loss) to average net assets
    1.65 % b     1.02 %     1.42 %     0.95 %     0.07 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.21 %     1.21 %     1.24 %     1.22 %     1.21 %
Ratio of net investment income (loss) to average net assets
    1.63 % b     1.00 %     1,38 %     0.93 %     0.05 %
Portfolio turnover rate
    45 %     54 %     55 %     89 %     40 %

See page 155 for all footnotes.

 
131


 

                                           
Growth and Income Fund—Class B Shares

Year Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 22.27     $ 18.72     $ 17.55     $ 19.23     $ 24.42  
   
Net investment income (loss) a
    0.22 b     0.05       0.12       0.04       (0.15 )
Net realized and unrealized gain (loss)
    2.54 g     3.58       1.17       (1.65 )     (5.04 )
   
 
Total from investment operations
    2.76       3.63       1.29       (1.61 )     (5.19 )
   
Distributions to shareholders
                                       
From net investment income
    (0.17 )     (0.08 )     (0.12 )     (0.07 )      
From net realized gains
                             
   
 
Total distributions
    (0.17 )     (0.08 )     (0.12 )     (0.07 )      
   
Net asset value, end of year
  $ 24.86     $ 22.27     $ 18.72     $ 17.55     $ 19.23  
   
Total return d
    12.50 % h     19.38 %     7.43 %     (8.42 )%     (21.25 )%
Net assets at end of year (in 000s)
  $ 92,469     $ 93,367     $ 81,765     $ 76,772     $ 98,747  
Ratio of net expenses to average net assets
    1.94 %     1.94 %     1.95 %     1.95 %     1.94 %
Ratio of net investment income (loss) to average net assets
    0.91 % b     0.27 %     0.68 %     0.19 %     (0.68 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.96 %     1.96 %     1.99 %     1.97 %     1.96 %
Ratio of net investment income (loss) to average net assets
    0.89 % b     0.25 %     0.64 %     0.17 %     (0.70 )%
Portfolio turnover rate
    45 %     54 %     55 %     89 %     40 %

See page 155 for all footnotes.

 
132


 

APPENDIX B

                                           
Growth and Income Fund—Class C Shares

Year Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 22.21     $ 18.67     $ 17.51     $ 19.19     $ 24.37  
   
Net investment income (loss) a
    0.22 b     0.05       0.12       0.04       (0.15 )
Net realized and unrealized gain (loss)
    2.53 g     3.57       1.16       (1.65 )     (5.03 )
   
 
Total from investment operations
    2.75       3.62       1.28       (1.61 )     (5.18 )
   
Distributions to shareholders
                                       
From net investment income
    (0.18 )     (0.08 )     (0.12 )     (0.07 )      
   
Net asset value, end of year
  $ 24.78     $ 22.21     $ 18.67     $ 17.51     $ 19.19  
   
Total return d
    12.49 % h     19.40 %     7.39 %     (8.42 )%     (21.22 )%
Net assets at end of year (in 000s)
  $ 16,149     $ 12,159     $ 9,661     $ 9,336     $ 10,360  
Ratio of net expenses to average net assets
    1.94 %     1.94 %     1.95 %     1.95 %     1.94 %
Ratio of net investment income (loss) to average net assets
    0.89 % b     0.27 %     0.68 %     0.21 %     (0.68 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.96 %     1.96 %     1.99 %     1.97 %     1.96 %
Ratio of net investment income (loss) to average net assets
    0.87 % b     0.25 %     0.64 %     0.19 %     (0.70 )%
Portfolio turnover rate
    45 %     54 %     55 %     89 %     40 %

See page 155 for all footnotes.

 
133


 

LARGE CAP VALUE FUND

                                           
Large Cap Value Fund—Class A Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of period
  $ 11.80     $ 9.86     $ 9.24     $ 10.21     $ 10.39  
   
Net investment income a
    0.13 b     0.08       0.08       0.08       0.08  
Net realized and unrealized gain (loss)
    1.65       1.95       0.63       (1.01 )     (0.20 )
   
 
Total from investment operations
    1.78       2.03       0.71       (0.93 )     (0.12 )
   
Distributions to shareholders
                                       
From net investment income
    (0.09 )     (0.09 )     (0.09 )     (0.04 )     (0.06 )
From net realized gains
    (0.09 )                        
   
 
Total Distributions
    (0.18 )     (0.09 )     (0.09 )     (0.04 )     (0.06 )
   
Net asset value, end of period
  $ 13.40     $ 11.80     $ 9.86     $ 9.24     $ 10.21  
   
Total return d
    15.16 %     20.71 %     7.77 %     (9.12 )%     (1.21 )%
Net assets at end of period (in 000s)
  $ 518,376     $ 291,795     $ 224,605     $ 232,501     $ 123,013  
Ratio of net expenses to average net assets
    1.25 %     1.25 %     1.26 %     1.26 %     1.25 %
Ratio of net investment income (loss) to average net assets
    1.03 % b     0.68 %     0.91 %     0.80 %     0.73 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.26 %     1.28 %     1.30 %     1.32 %     1.83 %
Ratio of net investment income (loss) to average net assets
    1.02 % b     0.65 %     0.87 %     0.74 %     0.15 %
Portfolio turnover rate
    70 %     72 %     78 %     91 %     69 %

See page 155 for all footnotes.

 
134


 

APPENDIX B

                                           
Large Cap Value Fund—Class B Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of period
  $ 11.54     $ 9.66     $ 9.11     $ 10.10     $ 10.33  
   
Net investment income (loss) a
    0.04 b     f     0.01       f     (0.01 )
Net realized and unrealized gain (loss)
    1.61       1.91       0.61       (0.99 )     (0.19 )
   
 
Total from investment operations
    1.65       1.91       0.62       (0.99 )     (0.20 )
   
Distributions to shareholders
                                       
From net investment income
    (0.01 )     (0.03 )     (0.07 )           (0.03 )
From net realized gains
    (0.09 )                        
   
 
Total distributions
    (0.10 )     (0.03 )     (0.07 )           (0.03 )
   
Net asset value, end of period
  $ 13.09     $ 11.54     $ 9.66     $ 9.11     $ 10.10  
   
Total return d
    14.35 %     19.76 %     6.92 %     (9.80 )%     (1.98 )%
Net assets at end of period (in 000s)
  $ 25,040     $ 17,069     $ 13,740     $ 11,772     $ 8,830  
Ratio of net expenses to average net assets
    2.00 %     2.00 %     2.01 %     2.01 %     2.00 %
Ratio of net investment income (loss) to average net assets
    0.29 % b     (0.07 )%     0.16 %     0.04 %     (0.06 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.01 %     2.03 %     2.05 %     2.07 %     2.58 %
Ratio of net investment income (loss) to average net assets
    0.28 % b     (0.10 )%     0.12 %     (0.02 )%     (0.64 )%
Portfolio turnover rate
    70 %     72 %     78 %     91 %     69 %

See page 155 for all footnotes.

 
135


 

                                           
Large Cap Value Fund—Class C Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of period
  $ 11.53     $ 9.67     $ 9.11     $ 10.10     $ 10.32  
   
Net investment income (loss) a
    0.03 b     f     0.01       f     (0.01 )
Net realized and unrealized gain (loss)
    1.61       1.90       0.62       (0.99 )     (0.19 )
   
 
Total from investment operations
    1.64       1.90       0.63       (0.99 )     (0.20 )
   
Distributions to shareholders
                                       
From net investment income
    (0.02 )     (0.04 )     (0.07 )           (0.02 )
From net realized gains
    (0.09 )                        
   
 
Total distributions
    (0.11 )     (0.04 )     (0.07 )           (0.02 )
   
Net asset value, end of period
  $ 13.06     $ 11.53     $ 9.67     $ 9.11     $ 10.10  
   
Total return d
    14.28 %     19.74 %     7.03 %     (9.80 )%     (1.96 )%
Net assets at end of period (in 000s)
  $ 37,503     $ 14,601     $ 10,417     $ 4,420     $ 3,636  
Ratio of net expenses to average net assets
    2.00 %     2.00 %     2.01 %     2.01 %     2.00 %
Ratio of net investment income (loss) to average net assets
    0.25 % b     (0.07 )%     0.15 %     0.05 %     (0.05 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.01 %     2.03 %     2.05 %     2.07 %     2.58 %
Ratio of net investment income (loss) to average net assets
    0.24 % b     (0.10 )%     0.11 %     (0.01 )%     (0.63 )%
Portfolio turnover rate
    70 %     72 %     78 %     91 %     69 %

See page 155 for all footnotes.

 
136


 

APPENDIX B

STRATEGIC GROWTH FUND

                                           
Strategic Growth Fund—Class A Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 8.07     $ 7.79     $ 6.95     $ 9.22     $ 12.52  
   
Net investment loss a
    0.01 b     (0.04 )     (0.03 )     (0.06 )     (0.06 )
Net realized and unrealized gain (loss)
    0.67       0.32       0.87       (2.21 )     (3.24 )
   
 
Total from investment operations
    0.68       0.28       0.84       (2.27 )     (3.30 )
   
Distributions to shareholders
                                       
From net investment income
    f                        
From net realized gains
                      f      
   
Net asset value, end of year
  $ 8.75     $ 8.07     $ 7.79     $ 6.95     $ 9.22  
   
Total return d
    8.44 %     3.59 %     12.09 %     (24.59 )%     (26.35 )%
Net assets at end of year (in 000s)
  $ 164,330     $ 173,243     $ 146,867     $ 113,813     $ 109,315  
Ratio of net expenses to average net assets
    1.44 %     1.44 %     1.45 %     1.45 %     1.44 %
Ratio of net investment income (loss) to average net assets
    0.12 % b     (0.47 )%     (0.49 )%     (0.66 )%     (0.52 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.57 %     1.55 %     1.62 %     1.63 %     1.67 %
Ratio of net investment income (loss) to average net assets
    (0.01 )% b     (0.58 )%     (0.66 )%     (0.84 )%     (0.75 )%
Portfolio turnover rate
    46 %     19 %     14 %     40 %     25 %

See page 155 for all footnotes.

 
137


 

                                           
Strategic Growth Fund—Class B Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 7.76     $ 7.55     $ 6.79     $ 9.07     $ 12.40  
   
Net investment loss a
    (0.05 ) b     (0.10 )     (0.08 )     (0.12 )     (0.13 )
Net realized and unrealized gain (loss)
    0.64       0.31       0.84       (2.16 )     (3.20 )
   
 
Total from investment operations
    0.59       0.21       0.76       (2.28 )     (3.33 )
   
Distributions to shareholders
                                       
From net investment income
                             
From net realized gains
                      f      
   
Net asset value, end of year
  $ 8.35     $ 7.76     $ 7.55     $ 6.79     $ 9.07  
   
Total return d
    7.60 %     2.78 %     11.19 %     (25.11 )%     (26.84 )%
Net assets at end of year (in 000s)
  $ 10,195     $ 11,537     $ 11,452     $ 9,781     $ 14,235  
Ratio of net expenses to average net assets
    2.19 %     2.19 %     2.20 %     2.20 %     2.19 %
Ratio of net investment income (loss) to average net assets
    (0.62 )% b     (1.22 )%     (1.24 )%     (1.41 )%     (1.27 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.32 %     2.30 %     2.37 %     2.38 %     2.42 %
Ratio of net investment income (loss) to average net assets
    (0.75 )% b     (1.33 )%     (1.41 )%     (1.59 )%     (1.50 )%
Portfolio turnover rate
    46 %     19 %     14 %     40 %     25 %

See page 155 for all footnotes.

 
138


 

APPENDIX B

                                           
Strategic Growth Fund—Class C Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 7.78     $ 7.56     $ 6.80     $ 9.08     $ 12.42  
   
Net investment loss a
    (0.05 ) b     (0.10 )     (0.09 )     (0.12 )     (0.13 )
Net realized and unrealized gain (loss)
    0.63       0.32       0.85       (2.16 )     (3.21 )
   
 
Total from investment operations
    0.58       0.22       0.76       (2.28 )     (3.34 )
   
Distributions to shareholders
                                       
From net investment income
                             
From net realized gains
                      f      
   
Net asset value, end of year
  $ 8.36     $ 7.78     $ 7.56     $ 6.80     $ 9.08  
   
Total return d
    7.46 %     2.91 %     11.18 %     (25.08 )%     (26.88 )%
Net assets at end of year (in 000s)
  $ 11,392     $ 11,491     $ 8,979     $ 5,109     $ 5,613  
Ratio of net expenses to average net assets
    2.19 %     2.19 %     2.20 %     2.20 %     2.19 %
Ratio of net investment income (loss) to average net assets
    (0.64 )% b     (1.22 )%     (1.24 )%     (1.41 )%     (1.27 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.32 %     2.30 %     2.37 %     2.38 %     2.42 %
Ratio of net investment income (loss) to average net assets
    (0.77 )% b     (1.33 )%     (1.41 )%     (1.59 )%     (1.50 )%
Portfolio turnover rate
    46 %     19 %     14 %     40 %     25 %

See page 155 for all footnotes.

 
139


 

CONCENTRATED GROWTH FUND

                           
Concentrated Growth Fund—Class A Shares

For the Year For the Period
Ended Ended
August 31, August 31,


2005 2004 2003 i

Income (loss) from investment operations
                       
Net asset value, beginning of period
  $ 11.70     $ 11.64     $ 10.00  
   
Net investment loss a
    0.01 b     (0.07 )     (0.08 )
Net realized and unrealized gain
    1.22       0.17       1.72  
   
 
Total from investment operations
    1.23       0.10       1.64  
   
Distributions to shareholders
                       
From net realized gain
    (0.19 )     (0.04 )      
Net asset value, end of period
  $ 12.74     $ 11.70     $ 11.64  
   
Total return d
    10.52 %     0.84 %     16.40 %
Net assets, end of period (in 000s)
  $ 62,366     $ 61,216     $ 49,494  
Ratio of net expenses to average net assets
    1.48 %     1.48 %     1.48 % j
Ratio of net investment loss to average net assets
    0.06 % b     (0.61 )%     (0.76 )% j
Ratios assuming no expense reductions
                       
Ratio of total expenses to average net assets
    1.71 %     1.79 %     2.65 % j
Ratio of net investment loss to average net assets
    (0.17 )% b     (0.92 )%     (1.93 )% j
Portfolio turnover rate
    46 %     28 %     19 %

See page 155 for all footnotes.

 
140


 

APPENDIX B

                           
Concentrated Growth Fund—Class B Shares

For the Year For the Period
Ended Ended
August 31, August 31,


2005 2004 2003 i

Income (loss) from investment operations
                       
Net asset value, beginning of period
  $ 11.53     $ 11.56     $ 10.00  
   
Net investment loss a
    (0.09 ) b     (0.16 )     (0.16 )
Net realized and unrealized gain
    1.21       0.17       1.72  
   
 
Total from investment operations
    1.12       0.01       1.56  
   
Distributions to shareholders
                       
From net realized gains
    (0.19 )     (0.04 )      
Net asset value, end of period
  $ 12.46     $ 11.53     $ 11.56  
   
Total return d
    9.71 %     0.06 %     15.60 %
Net assets, end of period (in 000s)
  $ 115     $ 96     $ 92  
Ratio of net expenses to average net assets
    2.23 %     2.23 %     2.23 % j
Ratio of net investment loss to average net assets
    (0.72 )% b     (1.38 )%     (1.50 )% j
Ratios assuming no expense reductions
                       
Ratio of total expenses to average net assets
    2.46 %     2.54 %     3.40 % j
Ratio of net investment loss to average net assets
    (0.95 )% b     (1.69 )%     (2.67 )% j
Portfolio turnover rate
    46 %     28 %     19 %

See page 155 for all footnotes.

 
141


 

                           
Concentrated Growth Fund—Class C Shares

For the Year For the Period
Ended Ended
August 31, August 31,


2005 2004 2003 i

Income (loss) from investment operations
                       
Net asset value, beginning of period
  $ 11.51     $ 11.55     $ 10.00  
   
Net investment loss a
    (0.09 ) b     (0.16 )     (0.16 )
Net realized and unrealized gain
    1.20       0.16       1.71  
   
 
Total from investment operations
    1.11             1.55  
   
Distributions to shareholders
                       
From net realized gains
    (0.19 )     (0.04 )      
Net asset value, end of period
  $ 12.43     $ 11.51     $ 11.55  
   
Total return d
    9.64 %     (0.02 )%     15.50 %
Net assets, end of period (in 000s)
  $ 401     $ 247     $ 20  
Ratio of net expenses to average net assets
    2.23 %     2.23 %     2.23 % j
Ratio of net investment loss to average net assets
    (0.76 )% b     (1.34 )%     (1.53 )% j
Ratios assuming no expense reductions
                       
Ratio of total expenses to average net assets
    2.46 %     2.54 %     3.40 % j
Ratio of net investment loss to average net assets
    (0.99 )% b     (1.65 )%     (2.70 )% j
Portfolio turnover rate
    46 %     28 %     19 %

See page 155 for all footnotes.

 
142


 

APPENDIX B

MID CAP VALUE FUND

                                           
Mid Cap Value Fund—Class A Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 30.82     $ 25.37     $ 24.17     $ 24.34     $ 19.88  
   
Net investment income a
    0.15       0.11       0.19       0.18       0.24  
Net realized and unrealized gain
    8.36       5.51       1.65       0.45       4.37  
   
 
Total from investment operations
    8.51       5.62       1.84       0.63       4.61  
   
Distributions to shareholders
                                       
From net investment income
    (0.10 )     (0.17 )     (0.14 )     (0.18 )     (0.15 )
From net realized gains
    (2.35 )           (0.50 )     (0.62 )      
   
 
Total distributions
    (2.45 )     (0.17 )     (0.64 )     (0.80 )     (0.15 )
   
Net asset value, end of year
  $ 36.88     $ 30.82     $ 25.37     $ 24.17     $ 24.34  
   
Total return d
    28.68 %     22.24 %     7.88 %     2.67 %     23.29 %
Net assets at end of year (in 000s)
  $ 2,714,610     $ 915,091     $ 504,693     $ 342,976     $ 96,568  
Ratio of net expenses to average net assets
    1.22 %     1.24 %     1.25 %     1.27 %     1.29 %
Ratio of net investment income (loss) to average net assets
    0.43 %     0.37 %     0.83 %     0.72 %     1.05 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.23 %     1.24 %     1.25 %     1.27 %     1.32 %
Ratio of net investment income (loss) to average net assets
    0.42 %     0.37 %     0.83 %     0.72 %     1.02 %
Portfolio turnover rate
    58 %     71 %     80 %     92 %     101 %

See page 155 for all footnotes.

 
143


 

                                           
Mid Cap Value Fund—Class B Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 30.23     $ 24.92     $ 23.80     $ 24.01     $ 19.69  
   
Net investment income (loss) a
    (0.11 )     (0.11 )     0.02       (0.01 )     0.06  
Net realized and unrealized gain
    8.19       5.42       1.62       0.45       4.33  
   
 
Total from investment operations
    8.08       5.31       1.64       0.44       4.39  
   
Distributions to shareholders
                                       
From net investment income
                (0.02 )     (0.03 )     (0.07 )
From net realized gains
    (2.35 )           (0.50 )     (0.62 )      
   
 
Total distributions
    (2.35 )           (0.52 )     (0.65 )     (0.07 )
   
Net asset value, end of year
  $ 35.96     $ 30.23     $ 24.92     $ 23.80     $ 24.01  
   
Total return d
    27.76 %     21.31 %     7.09 %     1.90 %     22.33 %
Net assets at end of year (in 000s)
  $ 234,405     $ 148,555     $ 110,569     $ 89,434     $ 42,813  
Ratio of net expenses to average net assets
    1.97 %     1.99 %     2.00 %     2.02       2.04 %
Ratio of net investment income (loss) to average net assets
    (0.34 )%     (0.38 )%     0.09 %     (0.04 )%     0.28 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.98 %     1.99 %     2.00 %     2.02 %     2.07 %
Ratio of net investment income (loss) to average net assets
    (0.35 )%     (0.38 )%     0.09 %     (0.04 )%     0.25 %
Portfolio turnover rate
    58 %     71 %     80 %     92 %     101 %

See page 155 for all footnotes.

 
144


 

APPENDIX B

                                           
Mid Cap Value Fund—Class C Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 30.08     $ 24.81     $ 23.73     $ 23.98     $ 19.67  
   
Net investment income (loss) a
    (0.11 )     (0.11 )     0.02       (0.01 )     0.06  
Net realized and unrealized gain
    8.14       5.40       1.60       0.45       4.33  
   
 
Total from investment operations
    8.03       5.29       1.62       0.44       4.39  
   
Distributions to shareholders
                                       
From net investment income
          (0.02 )     (0.04 )     (0.07 )     (0.08 )
From net realized gains
    (2.35 )           (0.50 )     (0.62 )      
   
 
Total distributions
    (2.35 )     (0.02 )     (0.54 )     (0.69 )     (0.08 )
   
Net asset value, end of year
  $ 35.76     $ 30.08     $ 24.81     $ 23.73     $ 23.98  
   
Total return d
    27.73 %     21.35 %     7.07 %     1.87 %     22.37 %
Net assets at end of year (in 000s)
  $ 360,806     $ 96,007     $ 53,835     $ 39,498     $ 16,094  
Ratio of net expenses to average net assets
    1.97 %     1.99 %     2.00 %     2.02 %     2.04 %
Ratio of net investment income (loss) to average net assets
    (0.31 )%     (0.37 )%     0.09 %     (0.03 )%     0.28 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.98 %     1.99 %     2.00 %     2.02 %     2.07 %
Ratio of net investment income (loss) to average net assets
    (0.32 )%     (0.37 )%     0.09 %     (0.03 )%     0.25 %
Portfolio turnover rate
    58 %     71 %     80 %     92 %     101 %

See page 155 for all footnotes.

 
145


 

GROWTH OPPORTUNITIES FUND

                                           
Growth Opportunities Fund—Class A Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 18.58     $ 17.38     $ 14.09     $ 18.11     $ 19.50  
   
Net investment loss a
    (0.20 ) b     (0.15 )     (0.12 )     (0.15 )     (0.14 )
Net realized and unrealized gain (loss)
    3.83       1.35       3.41       (3.87 )     (0.66 )
   
 
Total from investment operations
    3.63       1.20       3.29       (4.02 )     (0.80 )
   
Distributions to shareholders
                                       
From net realized gains
                            (0.59 )
   
Net asset value, end of year
  $ 22.21     $ 18.58     $ 17.38     $ 14.09     $ 18.11  
   
Total return d
    19.54 %     6.90 %     23.35 %     (22.20 )%     (4.17 )%
Net assets at end of year (in 000s)
  $ 936,312     $ 615,510     $ 441,187     $ 368,361     $ 428,981  
Ratio of net expenses to average net assets
    1.49 %     1.49 %     1.53 %     1.51 %     1.54 %
Ratio of net investment income (loss) to average net assets
    (0.94 )% b     (0.80 )%     (0.80 )%     (0.87 )%     (0.74 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.49 %     1.49 %     1.53 %     1.51 %     1.54 %
Ratio of net investment income (loss) to average net assets
    (0.94 )% b     (0.80 )%     (0.80 )%     (0.87 )%     (0.74 )%
Portfolio turnover rate
    62 %     51 %     66 %     69 %     66 %

See page 155 for all footnotes.

 
146


 

APPENDIX B

                                           
Growth Opportunities Fund—Class B Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment
operations
                                       
Net asset value, beginning of year
  $ 17.98     $ 16.94     $ 13.84     $ 17.92     $ 19.45  
   
Net investment loss a
    (0.34 ) b     (0.28 )     (0.22 )     (0.27 )     (0.28 )
Net realized and unrealized gain (loss)
    3.69       1.32       3.32       (3.81 )     (0.66 )
   
 
Total from investment operations
    3.35       1.04       3.10       (4.08 )     (0.94 )
   
Distributions to shareholders
                                       
From net realized gains
                            (0.59 )
   
Net asset value, end of year
  $ 21.33     $ 17.98     $ 16.94     $ 13.84     $ 17.92  
   
Total return d
    18.63 %     6.14 %     22.40 %     (22.77 )%     (4.92 )%
Net assets at end of year (in 000s)
  $ 91,286     $ 85,969     $ 85,601     $ 68,639     $ 73,776  
Ratio of net expenses to average net assets
    2.24 %     2.24 %     2.28 %     2.26 %     2.29 %
Ratio of net investment income (loss) to average net assets
    (1.69 )% b     (1.55 )%     (1.56 )%     (1.62 )%     (1.49 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.24 %     2.24 %     2.28 %     2.26 %     2.29 %
Ratio of net investment income (loss) to average net assets
    (1.69 )% b     (1.55 )%     (1.56 )     (1.62 )%     (1.49 )%
Portfolio turnover rate
    62 %     51 %     66 %     69 %     66 %

See page 155 for all footnotes.

 
147


 

                                           
Growth Opportunities Fund—Class C Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment
operations
                                       
Net asset value, beginning of year
  $ 17.86     $ 16.83     $ 13.74     $ 17.80     $ 19.31  
   
Net investment loss a
    (0.34 ) b     (0.28 )     (0.22 )     (0.27 )     (0.28 )
Net realized and unrealized gain (loss)
    3.67       1.31       3.31       (3.79 )     (0.64 )
   
 
Total from investment operations
    3.33       1.03       3.09       (4.06 )     (0.92 )
   
Distributions to shareholders
                                       
From net realized gains
                            (0.59 )
   
Net asset value, end of year
  $ 21.19     $ 17.86     $ 16.83     $ 13.74     $ 17.80  
   
Total return d
    18.65 %     6.12 %     22.49 %     (22.81 )%     (4.85 )%
Net assets at end of year (in 000s)
  $ 112,420     $ 69,067     $ 63,358     $ 47,581     $ 47,738  
Ratio of net expenses to average
net assets
    2.24 %     2.24 %     2.28 %     2.26 %     2.29 %
Ratio of net investment income (loss) to average net assets
    (1.69 )% b     (1.55 )%     (1.56 )%     (1.62 )%     (1.49 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.24 %     2.24 %     2.28 %     2.26 %     2.29 %
Ratio of net investment income (loss) to average net assets
    (1.69 )% b     (1.55 )%     (1.56 )%     (1.62 )%     (1.49 )%
Portfolio turnover rate
    62 %     51 %     66 %     69 %     66 %

See page 155 for all footnotes.

 
148


 

APPENDIX B

SMALL/MID CAP GROWTH FUND

           
Small/Mid Cap
Growth Fund—
Class A Shares

Period Ended
August 31,

2005 k

Income (loss) from investment operations
       
Net asset value, beginning of period
  $ 10.00  
     
 
Net investment income (loss) a
    (0.01 )
Net realized and unrealized gain (loss)
    0.41  
     
 
 
Total from investment operations
    0.40  
     
 
Distributions to shareholders
       
From net investment income
     
From net realized gains
     
     
 
 
Total distributions
     
     
 
Net asset value, end of period
  $ 10.40  
     
 
Total return d
    4.00 %
Net assets at end of period (in 000s)
  $ 569  
Ratio of net expenses to average net assets j
    1.50 %
Ratio of net investment income (loss) to average net assets j
    (0.69 )%
Ratios assuming no expense reductions
       
Ratio of total expenses to average net assets j
    16.73 %
Ratio of net investment income (loss) to average net assets j
    (15.92 )%
Portfolio turnover rate
    3 %

See page 155 for all footnotes.

 
149


 

SMALL/MID CAP GROWTH FUND

           
Small/Mid Cap
Growth Fund—
Class B Shares

Period Ended
August 31,

2005 k

Income (loss) from investment operations
       
Net asset value, beginning of period
  $ 10.00  
     
 
Net investment income (loss) a
    (0.02 )
Net realized and unrealized gain (loss)
    0.38  
     
 
 
Total from investment operations
    0.36  
     
 
Distributions to shareholders
       
From net investment income
     
From net realized gains
     
     
 
 
Total distributions
     
     
 
Net asset value, end of period
  $ 10.36  
     
 
Total return d
    3.60 %
Net assets at end of period (in 000s)
  $ 69  
Ratio of net expenses to average net assets j
    2.25 %
Ratio of net investment income (loss) to average net assets j
    (1.42 )%
Ratios assuming no expense reductions
       
Ratio of total expenses to average net assets j
    17.48 %
Ratio of net investment income (loss) to average net assets j
    (16.65 )%
Portfolio turnover rate
    3 %

See page 155 for all footnotes.

 
150


 

APPENDIX B

SMALL/MID CAP GROWTH FUND

           
Small/Mid Cap
Growth Fund—
Class C Shares

Period Ended
August 31,

2005 k

Income (loss) from investment operations
       
Net asset value, beginning of period
  $ 10.00  
     
 
Net investment income (loss) a
    (0.02 )
Net realized and unrealized gain (loss)
    0.38  
     
 
 
Total from investment operations
    0.36  
     
 
Distributions to shareholders
       
From net investment income
     
From net realized gains
     
     
 
 
Total distributions
     
     
 
Net asset value, end of period
  $ 10.36  
     
 
Total return d
    3.60 %
Net assets at end of period (in 000s)
  $ 19  
Ratio of net expenses to average net assets j
    2.25 %
Ratio of net investment income (loss) to average net assets j
    (1.35 )%
Ratios assuming no expense reductions
       
Ratio of total expenses to average net assets j
    17.48 %
Ratio of net investment income (loss) to average net assets j
    (16.58 )%
Portfolio turnover rate
    3 %

See page 155 for all footnotes.

 
151


 

SMALL CAP VALUE FUND

                                           
Small Cap Value Fund—Class A Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 39.25     $ 33.77     $ 27.79     $ 28.55     $ 23.21  
   
Net investment income (loss) a
    0.06       (0.16 )     f       0.09       0.15  
Net realized and unrealized gain (loss)
    6.39 g     6.29       6.03       (0.76 )     5.19  
   
 
Total from investment operations
    6.45       6.13       6.03       (0.67 )     5.34  
   
Distributions to shareholders
                                       
From net investment income
                (0.02 )     (0.09 )      
From net realized gains
    (2.63 )     (0.65 )     (0.03 )            
   
 
Total distributions
    (2.63 )     (0.65 )     (0.05 )     (0.09 )      
   
Net asset value, end of year
  $ 43.07     $ 39.25     $ 33.77     $ 27.79     $ 28.55  
   
Total return d
    16.73 % h     18.30 %     21.75 %     (2.34 )%     23.01 %
Net assets at end of year (in 000s)
  $ 1,071,447     $ 920,309     $ 592,863     $ 372,900     $ 244,860  
Ratio of net expenses to average net assets
    1.48 %     1.49 %     1.51 %     1.51 %     1.50 %
Ratio of net investment income (loss) to average net assets
    0.14 %     (0.43 )%     0.01 %     0.32 %     0.59 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.48 %     1.49 %     1.52 %     1.53 %     1.60 %
Ratio of net investment income (loss) to average net assets
    0.14 %     (0.43 )%     0.00 %     0.30 %     0.49 %
Portfolio turnover rate
    48 %     57 %     58 %     75 %     93 %

See page 155 for all footnotes.

 
152


 

APPENDIX B

                                           
Small Cap Value Fund—Class B Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 36.86     $ 31.99     $ 26.50     $ 27.35     $ 22.40  
   
Net investment loss a
    (0.23 )     (0.43 )     (0.19 )     (0.12 )     (0.04 )
Net realized and unrealized gain (loss)
    5.98 g     5.95       5.71       (0.73 )     4.99  
   
 
Total from investment operations
    5.75       5.52       5.52       (0.85 )     4.95  
   
Distributions to shareholders
                                       
From net investment income
                             
From net realized gains
    (2.63 )     (0.65 )     (0.03 )            
   
 
Total distributions
    (2.63 )     (0.65 )     (0.03 )            
   
Net asset value, end of year
  $ 39.98     $ 36.86     $ 31.99     $ 26.50     $ 27.35  
   
Total return d
    15.88 % h     17.40 %     20.84 %     (3.11 )%     22.10 %
Net assets at end of year (in 000s)
  $ 107,342     $ 114,169     $ 93,528     $ 76,494     $ 48,939  
Ratio of net expenses to average net assets
    2.23 %     2.24 %     2.26 %     2.26 %     2.25 %
Ratio of net investment income (loss) to average net assets
    (0.59 )%     (1.17 )%     (0.71 )%     (0.43 )%     (0.16 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.23 %     2.24 %     2.27 %     2.28 %     2.35 %
Ratio of net investment income (loss) to average net assets
    (0.59 )%     (1.17 )%     (0.72 )%     (0.45 )%     (0.26 )%
Portfolio turnover rate
    48 %     57 %     58 %     75 %     93 %

See page 155 for all footnotes.

 
153


 

                                           
Small Cap Value Fund—Class C Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 36.84     $ 31.96     $ 26.48     $ 27.38     $ 22.42  
   
Net investment loss a
    (0.23 )     (0.43 )     (0.20 )     (0.13 )     (0.04 )
Net realized and unrealized gain (loss)
    5.97 g     5.96       5.71       (0.77 )     5.00  
   
 
Total from investment operations
    5.74       5.53       5.51       (0.90 )     4.96  
   
Distributions to shareholders
                                       
From net investment income
                             
From net realized gains
    (2.63 )     (0.65 )     (0.03 )            
   
 
Total distributions
    (2.63 )     (0.65 )     (0.03 )            
   
Net asset value, end of year
  $ 39.95     $ 36.84     $ 31.96     $ 26.48     $ 27.38  
   
Total return d
    15.86 % h     17.45 %     20.82 %     (3.29 )%     22.07 %
Net assets at end of year (in 000s)
  $ 129,767     $ 127,560     $ 76,112     $ 46,416     $ 18,140  
Ratio of net expenses to average net assets
    2.23 %     2.24 %     2.26 %     2.26 %     2.25 %
Ratio of net investment income (loss) to average net assets
    (0.60 )%     (1.18 )%     (0.74 )%     (0.46 )%     (0.16 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    2.23 %     2.24 %     2.27 %     2.28 %     2.35 %
Ratio of net investment income (loss) to average net assets
    (0.60 )%     (1.18 )%     (0.75 )%     (0.48 )%     (0.26 )%
Portfolio turnover rate
    48 %     57 %     58 %     75 %     93 %

See page 155 for all footnotes.

 
154


 

Footnotes:
a
Calculated based on the average shares outstanding methodology.
b
Reflects income recognized from special dividends which amounted to the following amounts per share and average net assets:
                     
Percentage of
Fund Per Share Average Net Assets

Balanced
  $ 0.04       0.20%      
Research Select
  $ 0.03       0.39%      
Capital Growth
  $ 0.11       0.56%      
Growth and Income
  $ 0.05       0.20%      
Large Cap Value
  $ 0.03       0.21%      
Strategic Growth
  $ 0.05       0.57%      
Concentrated Growth
  $ 0.06       0.51%      
Growth Opportunities
  $ 0.01       0.03%      
 
c
As required, effective September 1, 2001, the Portfolio has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities and reclassifying all paydown losses to income. The effect of this change for the year ended August 31, 2002 was to decrease net investment income per share by $0.02, increase net realized gains and losses per share by $0.02, and decrease the ratio of net investment income to average net assets by 0.14%. Per share ratios and supplemental data for periods prior to September 1, 2001 have not been restated to reflect this change in presentation.
d
Assumes investment at the net asset value at the beginning of the period, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the period and no sales or redemption charges. Total return would be reduced if a sales or redemption charge were taken into account. Total returns for periods less than one full year are not annualized. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
e
Includes the effect of mortgage dollar roll transactions.
f
Less than $0.005 per share.
g
Reflects an increase of $0.01, $0.02 and $0.01 due to payments by affiliates during the period to reimburse certain security claims for the Capital Growth, Growth and Income and Small Cap Value Funds, respectively.
h
Performance has not been restated to reflect the impact of security claims recorded during the period. If restated, the performance would have been 13.33%, 12.45%, 12.45% for Class A, Class B and Class C, respectively, of the Growth and Income Fund and 16.71%, 15.85%, 15.83% for Class A, Class B and Class C, respectively, of the Small Cap Value Fund.
i
Commenced September 3, 2002.
j
Annualized.
k
Commenced June 30, 2005.
 
155


 

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  Index
         
    1 General Investment Management Approach
 
    3 Fund Investment Objectives and Strategies
    3   Goldman Sachs Balanced Fund
    5   Goldman Sachs Research Select Fund
    7   Goldman Sachs Capital Growth Fund
    8   Goldman Sachs Growth and Income Fund
    9   Goldman Sachs Large Cap Value Fund
    10   Goldman Sachs Strategic Growth Fund
    11   Goldman Sachs Concentrated Growth Fund
    12   Goldman Sachs Mid Cap Value Fund
    13   Goldman Sachs Growth Opportunities Fund
    14   Goldman Sachs Small/Mid Cap Growth Fund
    15   Goldman Sachs Small Cap Value Fund
 
    16 Other Investment Practices and Securities
 
    20 Principal Risks of the Funds
 
    25 Fund Performance
 
    38 Fund Fees and Expenses
 
    55 Service Providers
 
    66 Dividends
 
    68 Shareholder Guide
    68   How To Buy Shares
    83   How To Sell Shares
 
    96 Taxation
 
    98 Appendix A
     Additional Information on
     Portfolio Risks, Securities
     and Techniques
 
    122 Appendix B
     Financial Highlights


 

 
  Domestic Equity Funds
Prospectus
(Class A, B and C Shares)

   FOR MORE INFORMATION   

  Annual/Semi-annual Report
  Additional information about the Funds’ investments is available in the Funds’ annual and semi-annual reports to shareholders. In the Funds’ annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during the last fiscal year.
 
  A discussion regarding the basis for the Board of Trustees’ approval of the Management Agreement for the Funds is available in the Funds’ annual report dated August 31, 2005.
 
  Statement of Additional Information
  Additional information about the Funds and their policies is also available in the Funds’ Additional Statement. The Additional Statement is incorporated by reference into this Prospectus (is legally considered part of this Prospectus).
 
  The Funds’ annual and semi-annual reports, and the Additional Statement, are available free upon request by calling Goldman Sachs at 1-800-526-7384. You can also access and download the annual and semi-annual reports and the Additional Statement at the Funds’ website: http://www.gs.com/funds.
 
  To obtain other information and for shareholder inquiries:

     
     n  By telephone:
  1-800-526-7384
     n  By mail:
  Goldman Sachs Funds, P.O. Box 06050,
Chicago, IL 60606-6306
     n  By e-mail:
  gs-funds@gs.com
     n  On the Internet:
  SEC EDGAR database – http://www.sec.gov
Goldman Sachs – http://www.gs.com/funds

  You may review and obtain copies of Fund documents (including the Additional Statement) by visiting the SEC’s public reference room in Washington, D.C. You may also obtain copies of Fund documents, after paying a duplicating fee, by writing to the SEC’s Public Reference Section, Washington, D.C. 20549-0102 or by electronic request to: publicinfo@sec.gov. Information on the operation of the public reference room may be obtained by calling the SEC at (202) 942-8090.

The Funds’ investment company registration number is 811-5349.

Goldman Sachs Research Select Fund SM is a service mark of Goldman, Sachs & Co.
GSAM ® is a registered service mark of Goldman, Sachs & Co.

535739

EQDOMPROABC
(GOLDMAN SACHS ASSET MANAGEMENT LOGO)


 

Prospectus
  Institutional
Shares
 
  December 29, 2005

 GOLDMAN SACHS DOMESTIC EQUITY FUNDS
     
(GRAPHIC)
  n  Goldman Sachs Balanced Fund

n
 Goldman Sachs Research Select Fund SM

n  Goldman Sachs Capital Growth Fund

n
 Goldman Sachs Growth and Income Fund

n
 Goldman Sachs Large Cap Value Fund

n
 Goldman Sachs Strategic Growth Fund

n
 Goldman Sachs Concentrated Growth Fund

n
 Goldman Sachs Mid Cap Value Fund

n
 Goldman Sachs Growth Opportunities Fund

n
 Goldman Sachs Small/Mid Cap Growth Fund

n
 Goldman Sachs Small Cap Value Fund

 
  THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
 
  AN INVESTMENT IN A FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN A FUND INVOLVES INVESTMENT RISKS, AND YOU MAY LOSE MONEY IN A FUND.
 
(GOLDMAN SACHS LOGO)  


 

         

NOT FDIC-INSURED   May Lose Value   No Bank Guarantee


 

 
  General Investment
Management Approach
 
  Goldman Sachs Asset Management, L.P. (“GSAM ® ”) serves as investment adviser to the Balanced, Research Select, Capital Growth, Growth and Income, Large Cap Value, Strategic Growth, Concentrated Growth, Mid Cap Value, Growth Opportunities, Small/Mid Cap Growth and Small Cap Value Funds. GSAM is referred to in this Prospectus as the “Investment Adviser.”

   VALUE STYLE FUNDS   

  GSAM’s Value Investment Philosophy:
  Through intensive, firsthand fundamental research our portfolio team seeks to identify quality businesses selling at compelling valuations.

  1.  Businesses represent compelling value when:
  n   Market uncertainty exists.
  n   Their economic value is not recognized by the market.

  2.  By quality, we mean companies that have:
  n   Sustainable operating or competitive advantage.
  n   Excellent stewardship of capital.
  n   Capability to earn above their cost of capital.
  n   Strong or improving balance sheets and cash flow.

  Business quality, conservative valuation, and thoughtful portfolio construction are the key elements of our value approach.


   GROWTH STYLE FUNDS   

  GSAM’s Growth Investment Philosophy:
  1.  Invest as if buying the company/business, not simply trading its stock:
  n   Understand the business, management, products and competition.
  n   Perform intensive, hands-on fundamental research.
  n   Seek businesses with strategic competitive advantages.
  n   Over the long-term, expect each company’s stock price ultimately to track the growth in the value of the business.

 
1


 

  2.  Buy high-quality growth businesses that possess strong business franchises, favorable long-term prospects and excellent management.
 
  3.  Purchase superior long-term growth companies at a favorable price—seek to purchase at a fair valuation, giving the investor the potential to fully capture returns from above-average growth rates.

  Growth companies have earnings expectations that exceed those of the stock market as a whole.


  References in this Prospectus to a Fund’s benchmark are for informational purposes only, and unless otherwise noted are not an indication of how the Fund is managed.

 
2


 

 
  Fund Investment Objectives
and Strategies
 
  Goldman Sachs
Balanced Fund
     
FUND FACTS

Objective:
  Long-term growth of capital and current income
Benchmarks:
  S&P 500 ® Index and Lehman Brothers Aggregate Bond Index
Investment Focus:
  Large-cap U.S. equity investments and fixed-income securities
Investment Style:
  Asset Allocation, with growth and value (blend) equity components
Symbols:
  GSBIX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks to provide long-term growth of capital and current income. The Fund seeks growth of capital primarily through equity investments. The Fund seeks to provide current income through investment in fixed-income securities (bonds).

   PRINCIPAL INVESTMENT STRATEGIES   

  Historically, stock and bond markets have often had different cycles, with one asset class rising when the other is falling. A balanced objective seeks to reduce the volatility associated with investing in a single market. There is no guarantee, however, that market cycles will move in opposition to one another or that a balanced investment program will successfully reduce volatility.
 
  The percentage of the portfolio invested in equity and fixed-income securities will vary from time to time as the Investment Adviser evaluates such securities’ relative attractiveness based on market valuations, economic growth and inflation prospects. The allocation between equity and fixed-income securities is subject to the Fund’s intention to pay regular quarterly dividends. The amount of quarterly dividends can also be expected to fluctuate in accordance with factors such as prevailing interest rates and the percentage of the Fund’s assets invested in fixed-income securities.

 
3


 

 
  Goldman Sachs
Balanced Fund
continued

  Equity Investments.  The Fund invests, under normal circumstances, between 45% and 65% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in equity investments. Although the Fund’s equity investments consist primarily of publicly traded U.S. securities, the Fund may invest up to 10% of its Total Assets in foreign equity investments, including issuers in countries with emerging markets or economies (“emerging countries”) and equity investments quoted in foreign currencies. A portion of the Fund’s portfolio of equity investments may be selected primarily to provide current income (including interests in real estate investment trusts (“REITs”), convertible securities, preferred stocks, utility stocks, and interests in limited partnerships).
 
  Fixed Income Securities.  The Fund invests at least 25% of its Total Assets in fixed-income senior securities. The remainder of the Fund’s assets are invested in other fixed-income securities and cash.
 
  The Fund’s fixed-income securities primarily include:
  n   Securities issued by the U.S. government, its agencies, instrumentalities or sponsored enterprises
  n   Securities issued by corporations, banks and other issuers
  n   Mortgage-backed and asset-backed securities

  The Fund may also invest up to 10% of its Total Assets in debt obligations (U.S. dollar and non-U.S.-dollar denominated) issued or guaranteed by one or more foreign governments or any of their political subdivisions, agencies or instrumentalities and foreign corporations or other entities. The issuers of these securities may be located in emerging countries.

 
4


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Research Select Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  S&P 500 ® Index
Investment Focus:
  A focused portfolio of U.S. equity investments that offer the potential for long-term capital appreciation
Investment Style:
  Growth and Value blend
Symbols:
  GSRIX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks to provide long-term growth of capital by investing in a focused portfolio of U.S. equity investments.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in equity investments selected for their potential to achieve capital appreciation over the long term. The Fund seeks to achieve its investment objective by investing, under normal circumstances, in approximately 40-50 companies that are considered by the Investment Adviser to be positioned for long-term growth or are positioned as value opportunities which, in the Investment Adviser’s view, have identifiable competitive advantages and whose intrinsic value is not reflected in the stock price.
 
  The Fund may invest in securities of any capitalization. Although the Fund will invest primarily in publicly traded U.S. securities (including securities of foreign issuers that are traded in the United States), it may invest up to 20% of its Net Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.

 
5


 

 
  Goldman Sachs
Research Select Fund
continued

  A committee of portfolio managers representing the Investment Adviser’s Value and Growth investment teams will meet regularly to discuss stock selection and portfolio construction for the Fund. The Investment Adviser will rely on research generated by the portfolio managers/analysts that comprise the Investment Adviser’s Value and Growth investment teams.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in fixed-income securities, such as government, corporate and bank debt obligations.

 
6


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Capital Growth Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  Russell ® 1000 Growth Index
Investment Focus:
  Large-cap U.S. equity investments that offer long-term capital appreciation potential
Investment Style:
  Growth
Symbols:
  GSPIX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 90% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in equity investments. The Fund seeks to achieve its investment objective by investing in a diversified portfolio of equity investments that are considered by the Investment Adviser to have long-term capital appreciation potential. Although the Fund invests primarily in publicly traded U.S. securities, it may invest up to 10% of its Total Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.

 
7


 

 
  Goldman Sachs
Growth and Income Fund
     
FUND FACTS

Objective:
  Long-term growth of capital and growth of income
Benchmark:
  Russell 1000 ® Value Index
Investment Focus:
  Large-cap U.S. equity investments that are believed to be undervalued
Investment Style:
  Value
Symbols:
  GSIIX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital and growth of income.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 65% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in equity investments that the Investment Adviser considers to have favorable prospects for capital appreciation and/or dividend-paying ability. Although the Fund will invest primarily in publicly traded U.S. securities, it may invest up to 25% of its Total Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.
 
  Other.  The Fund may also invest up to 35% of its Total Assets in fixed-income securities, such as government, corporate and bank debt obligations, that offer the potential to further the Fund’s investment objective.

 
8


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Large Cap Value Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  Russell 1000 ® Value Index
Investment Focus:
  Large-cap U.S. equity investments that are believed to be undervalued
Investment Style:
  Value
Symbols:
  GSLIX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in large-cap U.S. issuers with public stock market capitalizations (based upon shares available for trading on an unrestricted basis) within the range of the market capitalization of companies constituting the Russell 1000 ® Value Index at the time of investment.* If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The capitalization range of the Russell 1000 ® Value Index is currently between $613 million and $377 billion. The Fund seeks its investment objective by investing in value opportunities that the Investment Adviser defines as companies with identifiable competitive advantages whose intrinsic value is not reflected in the stock price. Although the Fund will invest primarily in publicly traded U.S. securities, it may invest up to 25% of its Net Assets in foreign securities, including securities quoted in foreign currencies.
 
  Other.  The Fund may invest up to 20% of its Net Assets in fixed-income securities, such as government, corporate and bank debt obligations.

To the extent required by Securities and Exchange Commission (“SEC”) regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
9


 

 
  Goldman Sachs
Strategic Growth Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  Russell ® 1000 Growth Index
Investment Focus:
  Large-cap U.S. equity investments that are considered to be strategically positioned for consistent long-term growth
Investment Style:
  Growth
Symbols:
  GSTIX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 90% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in equity investments. The Fund seeks to achieve its investment objective by investing in a diversified portfolio of equity investments that are considered by the Investment Adviser to be strategically positioned for consistent long-term growth. Although the Fund invests primarily in publicly traded U.S. securities, it may invest up to 10% of its Total Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.

 
10


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Concentrated Growth Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  Russell ® 1000 Growth Index
Investment Focus:
  Concentrated portfolio of U.S. equity investments that offer long-term capital growth potential
Investment Style:
  Growth
Symbols:
  GCRIX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 90% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in equity investments selected for their potential to achieve capital appreciation over the long term. The Fund seeks to achieve its investment objective by investing, under normal circumstances, in approximately 30-45 companies that are considered by the Investment Adviser to be positioned for long-term growth.
 
  The Fund may invest in securities of companies of any capitalization. Although the Fund invests primarily in publicly traded U.S. securities, it may invest up to 10% of its Total Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.
 
  Other.  The Fund may invest up to 10% of its Total Assets in fixed-income securities, such as government, corporate and bank debt obligations.
 
  The Concentrated Growth Fund is “non-diversified” under the Investment Company Act of 1940, and may invest a large percentage of its assets in fewer issuers than “diversified” mutual funds. Therefore, the Concentrated Growth 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.

 
11


 

 
  Goldman Sachs
Mid Cap Value Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  Russell Midcap ® Value Index
Investment Focus:
  Mid-cap U.S. equity investments that are believed to be undervalued or undiscovered by the marketplace
Investment Style:
  Value
Symbols:
  GSMCX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in mid-cap issuers with public stock market capitalizations (based upon shares available for trading on an unrestricted basis) within the range of the market capitalization of companies constituting the Russell Midcap ® Value Index at the time of investment.* If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The capitalization range of the Russell Midcap ® Value Index is currently between $613 million and $18.3 billion. Although the Fund will invest primarily in publicly traded U.S. securities, it may invest up to 25% of its Net Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in companies with public stock market capitalizations outside the range of companies constituting the Russell Midcap ® Value Index at the time of investment and in fixed-income securities, such as government, corporate and bank debt obligations.

To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
12


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Growth Opportunities Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  Russell Midcap ® Growth Index
Investment Focus:
  U.S. equity investments that offer long-term capital appreciation potential with a primary focus on mid-cap companies
Investment Style:
  Growth
Symbols:
  GGOIX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 90% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in equity investments with a primary focus on mid-cap companies. The Fund seeks to achieve its investment objective by investing in a diversified portfolio of equity investments that are considered by the Investment Adviser to be strategically positioned for long-term growth. Although the Fund invests primarily in publicly traded U.S. securities, it may invest up to 10% of its Total Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.

 
13


 

 
  Goldman Sachs
Small/Mid Cap Growth Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  Russell 2500 ® Growth Index
Investment Focus:
  U.S. equity investments that offer long-term capital appreciation potential with a primary focus on small and mid-cap companies
Investment Style:
  Growth
Symbol:
  GSMYX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equities.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at the time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in small and mid-cap issuers with public stock market capitalizations (based upon shares available for trading on an unrestricted basis) within the range of the market capitalization of companies constituting the Russell 2500 ® Growth Index at the time of investment.* If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The capitalization range of the Russell 2500 ® Growth Index is currently between $31 million and $11.0 billion. The Fund seeks to achieve its investment objective by investing in equity investments that are considered by the Investment Adviser to be strategically positioned for long-term growth. Although the Fund invests primarily in publicly traded U.S. securities, it may invest up to 20% of its Net Assets in foreign securities, including issuers in emerging countries and securities quoted in foreign currencies.
 
  Other.  The Fund may invest up to 20% of its Net Assets in fixed-income securities, such as government, corporate and bank debt obligations.

To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
14


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Small Cap Value Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  Russell 2000 ® Value Index
Investment Focus:
  Small-cap U.S. equity investments that are believed to be undervalued or undiscovered by the marketplace
Investment Style:
  Value
Symbols:
  GSSIX

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in small-cap issuers with public stock market capitalizations (based upon shares available for trading on an unrestricted basis) within the range of the market capitalization of companies constituting the Russell 2000 ® Value Index at the time of investment.* If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The capitalization range of the Russell 2000 ® Value Index is currently between $57 million and $3.2 billion. Under normal circumstances, the Fund’s investment horizon for ownership of stocks will be two to three years. Although the Fund will invest primarily in publicly traded U.S. securities, it may invest up to 25% of its Net Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in companies with public stock market capitalizations outside the range of companies constituting the Russell 2000 ® Value Index at the time of investment and in fixed-income securities, such as government, corporate and bank debt obligations.

To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
15


 

 
Other Investment Practices
and Securities

The table below identifies some of the investment techniques that may (but are not required to) be used by the Funds in seeking to achieve their investment objectives. The table also highlights the differences among the Funds in their use of these techniques and other investment practices and investment securities. Numbers in this table show allowable usage only; for actual usage, consult the Funds’ annual/ semi-annual reports. For more information about these and other investment practices and securities, see Appendix A. Each Fund publishes on its website (http://www.gs.com/funds) complete portfolio holdings for the Fund as of the end of each calendar quarter subject to a fifteen calendar-day lag between the date of the information and the date on which the information is disclosed. In addition, the Funds publish on their website month-end top ten holdings subject to a ten calendar-day lag between the date of the information and the date on which the information is disclosed. This information will be available on the website until the date on which a Fund files its next quarterly portfolio holdings report on Form N-CSR or Form N-Q with the SEC. In addition, a description of the Funds’ policies and procedures with respect to the disclosure of a Fund’s portfolio securities is available in the Funds’ Statement of Additional Information (“Additional Statement”).

                 
10  Percent of total assets (including securities lending collateral) (italic type)
10 Percent of net assets (excluding borrowings for investment purposes) (roman type)
•     No specific percentage limitation on usage;
      limited only by the objectives and strategies Research Capital Growth
      of the Fund Balanced Select Growth and Income
—  Not permitted Fund Fund Fund Fund

Investment Practices            
Borrowings
  33 1/3   33 1/3   33 1/3   33 1/3
Credit, Currency, Index, Interest Rate,
Total Return and Mortgage Swaps
*
  15      
Cross Hedging of Currencies
       
Custodial Receipts and Trust Certificates
       
Equity Swaps *
  15   15   15   15
Foreign Currency Transactions **
   • 1      
Futures Contracts and Options on Futures
Contracts
       
Interest Rate Caps, Floors and Collars
       
Investment Company Securities (including iShares SM
and Standard & Poor’s Depositary Receipts )
  10   10   10   10
Loan Participations
       
Mortgage Dollar Rolls
       
Options on Foreign Currencies 2
       
Options on Securities and Securities Indices 3
       
Repurchase Agreements
       
Reverse Repurchase Agreements (for investment
purposes)
       
Securities Lending
  33 1/3   33 1/3   33 1/3   33 1/3
Short Sales Against the Box
  25   25   25   25
Unseasoned Companies
       
Warrants and Stock Purchase Rights
       
When-Issued Securities and Forward Commitments
       

 
*
Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
**
Limited by the amount the Fund invests in foreign securities.
1
The Balanced Fund may also enter into forward foreign currency exchange contracts to seek to increase total return.
2
The Funds may purchase and sell call and put options.
3
The Funds may sell covered call and put options and purchase call and put options.
 
16


 

OTHER INVESTMENT PRACTICES AND SECURITIES






                         
Large Cap Strategic Concentrated Mid Cap Growth Small/ Small Cap
Value Growth Growth Value Opportunities Mid Cap Growth Value
Fund Fund Fund Fund Fund Fund Fund

 
33 1/3
  33 1/3   33 1/3   33 1/3   33 1/3   33 1/3   33 1/3

           
           
           
15
  15   15   15   15   15   15
           

           
           

10
  10   10   10   10   10   10
           
           
           
           
           

           
33 1/3
  33 1/3   33 1/3   33 1/3   33 1/3   33 1/3   33 1/3
25
  25   25   25   25   25   25
           
           
           

 
17


 

                                 
10  Percent of Total Assets (excluding securities lending collateral) (italic type)
10 Percent of Net Assets (including borrowings for investment purposes) (roman type)
•     No specific percentage limitation on usage;
      limited only by the objectives and strategies Research Capital Growth
      of the Fund Balanced Select Growth and Income
—  Not permitted Fund Fund Fund Fund

Investment Securities                        
American, European and Global Depositary
Receipts
                       
Asset-Backed and Mortgage-Backed Securities 4
                       
Bank Obligations 4
                       
Convertible Securities 5
                       
Corporate Debt Obligations 4
                       
Equity Investments
    45-65       80 +     90 +     65 +
Emerging Country Securities
    10 6       20 6     10 6     25 6
Fixed-Income Securities 7
    35-45 8,11       20             35  
Foreign Securities
    20 6       20 6     10 6     25 6
Foreign Government Securities 4
    10 11                    
Municipal Securities
                       
Non-Investment Grade Fixed-Income Securities
    10 12       10 13     10 13     10 13
Private Investments in Public Equity (“PIPEs”)
                       
Real Estate Investment Trusts (“REITs”)
                       
Stripped Mortgage Backed Securities 4
                       
Structured Securities *
                       
Temporary Investments
    100       100       100       100  
U.S. Government Securities 4
                       
Yield Curve Options and Inverse Floating Rate
Securities
                       

 
   *
Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
    4
Limited by the amount the Fund invests in fixed income securities.
    5
Convertible securities purchased by the Balanced Fund must be B or higher by Standard & Poor’s Rating Group (“Standard & Poor’s”) or Moody’s Investors Service, Inc. (“Moody’s”) or have a comparable rating by another nationally recognized statistical rating organization (“NRSRO”). The Research Select Fund has no minimum rating criteria. All other Funds use the same rating criteria for convertible and non-convertible debt securities.
    6
The Balanced, Capital Growth, Growth and Income, Strategic Growth, Concentrated Growth and Growth Opportunities Funds may invest in the aggregate up to 20%, 10%, 25%, 10%, 10% and 10%, respectively, of their Total Assets in foreign securities, including emerging country securities. The Research Select, Large Cap Value, Mid Cap Value, Small/Mid Cap Growth and Small Cap Value Funds may invest in the aggregate up to 20%, 25%, 25%, 20% and 25%, respectively, of their Net Assets in foreign securities, including emerging country securities.
    7
Except as noted under “Convertible Securities” and “Non-Investment Grade Fixed-Income Securities,” fixed-income securities must be investment grade (i.e., BBB or higher by Standard & Poor’s, Baa or higher by Moody’s or have a comparable rating by another NRSRO).
    8
The Balanced Fund invests at least 25% of its Total Assets in fixed-income senior securities; the remainder may be invested in other fixed-income securities and cash.
    9
The Mid Cap Value Fund may invest in the aggregate up to 20% of its Net Assets in: (i) securities of companies with public stock market capitalizations outside the range of companies constituting the Russell Midcap Value Index at the time of investment; and (ii) fixed-income securities.
 
18


 

OTHER INVESTMENT PRACTICES AND SECURITIES

                                                     
Large Cap Strategic Concentrated Mid Cap Growth Small/Mid Cap Small Cap
Value Growth Growth Value Opportunities Growth Value
Fund Fund Fund Fund Fund Fund Fund

 
 
                                     
                                       
                                       
                                       
                                       
  80 +     90 +     90 +     80 +     90 +     80 +     80 +
  25 6     10 6     10 6     25 6     10 6     20 6     25 6
  20             10       20 9           20       20 10
  25 6     10 6     10 6     25 6     10 6     20 6     25 6
                                       
                                       
  10 13     10 13           10 14     10 13     20 13     20 13
                                       
                                       
                                       
                                       
  100       100       100       100       100       100       100  
                                       
 
                                     

 
  10
The Small Cap Value Fund may invest in the aggregate up to 20% of its Net Assets in: (1) securities of companies with public stock market capitalizations outside the range of companies constituting the Russell 2000 ® Value Index at the time of investment; and (2) fixed-income securities.
    11
The Balanced Fund may invest up to 10% of its Total Assets in debt obligations (U.S. dollar and non-U.S.-dollar denominated) issued or guaranteed by one or more foreign governments or any of their political subdivisions, agencies or instrumentalities and foreign corporations or other entities.
  12
Must be at least BB or B by Standard & Poor’s, Ba or B by Moody’s or have a comparable rating by another NRSRO at the time of investment.
  13
May be BB or lower by Standard & Poor’s, Ba or lower by Moody’s or have a comparable rating by another NRSRO at the time of investment.
  14
Must be B or higher by Standard & Poor’s, B or higher by Moody’s or have a comparable rating by another NRSRO at the time of investment.
 
19


 

 
Principal Risks of the Funds

Loss of money is a risk of investing in each Fund. An investment in a Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The following summarizes important risks that apply to the Funds and may result in a loss of your investment. None of the Funds should be relied upon as a complete investment program. There can be no assurance that a Fund will achieve its investment objective.

                 
Growth
Research Capital and
•   Applicable Balanced Select Growth Income
— Not applicable Fund Fund Fund Fund

Credit/ Default
       
Foreign
       
Emerging Countries
       
Stock
       
Derivatives
       
Interest Rate
       
Management
       
Market
       
Liquidity
       
Investment Style
       
Mid Cap and Small Cap
       
Initial Public Offering (“IPO”)
       
Non-Diversification
       

 
20


 

PRINCIPAL RISKS OF THE FUNDS

                         
Small/Mid
Large Cap Strategic Concentrated Mid Cap Growth Cap Small Cap
Value Growth Growth Value Opportunities Growth Value
Fund Fund Fund Fund Fund Fund Fund

           
           
           
           
           
           
           
           
           
           
           
           
           

 
21


 

All Funds:
n   Credit/ Default Risk —The risk that an issuer or guarantor of fixed-income securities held by a Fund may default on its obligation to pay interest and repay principal.
n   Foreign Risk —The risk that when a Fund invests in foreign securities, it will be subject to risk of loss not typically associated with domestic issuers. Loss may result because of less foreign government regulation, less public information and less economic, political and social stability. Loss may also result from the imposition of exchange controls, confiscations and other government restrictions. A Fund will also be subject to the risk of negative foreign currency rate fluctuations. Foreign risks will normally be greatest when a Fund invests in issuers located in emerging countries.
n   Emerging Countries Risk —The securities markets of Asian, Latin, Central and South American, Eastern European, Middle Eastern, African and other emerging countries are less liquid, are especially subject to greater price volatility, have smaller market capitalizations, have less government regulation and are not subject to as extensive and frequent accounting, financial and other reporting requirements as the securities markets of more developed countries. Further, investment in equity securities of issuers located in certain emerging countries involves risk of loss resulting from problems in share registration and custody and substantial economic and political disruptions. These risks are not normally associated with investments in more developed countries.
n   Stock Risk —The risk that stock prices have historically risen and fallen in periodic cycles. Recently, U.S. and foreign stock markets have experienced substantial price volatility.
n   Derivatives Risk —The risk that loss may result from a Fund’s investments in options, futures, swaps, structured securities and other derivative instruments. These instruments may be leveraged so that small changes may produce disproportionate losses to a Fund.
n   Interest Rate Risk —The risk that when interest rates increase, fixed income securities held by a Fund will decline in value. Long-term fixed-income securities will normally have more price volatility because of this risk than short-term fixed-income securities.
n   Management Risk —The risk that a strategy used by the Investment Adviser may fail to produce the intended results.
n   Market Risk —The risk that the value of the securities in which a Fund invests may go up or down in response to the prospects of individual companies, particular industry sectors or governments and/or general economic conditions. Price changes may be temporary or last for extended periods. A Fund’s investments may be overweighted from time to time in one or more industry sectors, which will increase the Fund’s exposure to risk of loss from adverse developments affecting those sectors.

 
22


 

PRINCIPAL RISKS OF THE FUNDS

n   Liquidity Risk —The risk that a Fund will not be able to pay redemption proceeds within the time period stated in this Prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. Funds that invest in non-investment grade fixed-income securities, small and mid-capitalization stocks, REITs and emerging country issuers will be especially subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities within particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions whether or not accurate. The Goldman Sachs Asset Allocation Portfolios (the “Asset Allocation Portfolios”) expect to invest a significant percentage of their assets in the Funds and other funds for which GSAM or an affiliate now or in the future acts as investment adviser or underwriter. Redemptions by an Asset Allocation Portfolio of its position in a Fund may further increase liquidity risk and may impact a Fund’s net asset value (“NAV”).
n   Investment Style Risk —Different investment styles tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment. A Fund may outperform or underperform other funds that employ a different investment style. Examples of different investment styles include growth and value investing. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company’s growth of earnings potential. Growth companies are often expected by investors to increase their earnings at a certain rate. When these expectations are not met, investors can punish the stocks inordinately even if earnings showed an absolute increase. Also, since growth companies usually invest a high portion of earnings in their business, growth stocks may lack the dividends of some value stocks that can cushion stock prices in a falling market. Growth oriented funds will typically underperform when value investing is in favor. Value stocks are those that are undervalued in comparison to their peers due to adverse business developments or other factors.

Specific Funds:

n   Mid Cap and Small Cap Risk —The securities of small capitalization and 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. Securities of such issuers may lack sufficient market liquidity to enable a Fund to effect sales at an advantageous time or without a substantial drop in price. Both mid-cap and small-cap companies often have narrower markets and more limited managerial and financial resources than larger, more established companies. As a result, their performance can be more volatile and they face greater risk of business failure, which could increase the volatility of a Fund’s portfolio. Generally, the smaller the company size, the greater these risks.
 
23


 

n   IPO Risk —The risk that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. When a Fund’s asset base is small, a significant portion of the Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the Fund’s assets grow, the effect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reduce the Fund’s performance.
n   Non-diversification Risk —The Concentrated Growth Fund is not diversified, which means it may invest a larger percentage of its assets in fewer issuers than a “diversified” mutual fund. Under normal circumstances, the Fund intends to invest in approximately 30-45 companies. As a result of the relatively small number of issuers in which the Fund generally invests, it may be subject to greater risks than a more diversified fund. A change in the value of any single investment held by the Fund may affect the overall value of the Fund more than it would affect a diversified mutual fund that holds more investments. In particular, the Fund may be more susceptible to adverse developments affecting any single issuer in the Fund and may be susceptible to greater losses because of these developments.

More information about the Funds’ portfolio securities and investment techniques, and their associated risks, is provided in Appendix A. You should consider the investment risks discussed in this section and in Appendix A. Both are important to your investment choice.

 
24


 

 
  Fund Performance

   HOW THE FUNDS HAVE PERFORMED   

  The bar chart and table provide an indication of the risks of investing in a Fund by showing: (a) changes in the performance of a Fund’s Institutional Shares from year to year; and (b) how the average annual total returns of a Fund’s Institutional Shares compare to those of broad-based securities market indices. The bar chart (including “Best Quarter” and “Worst Quarter” information) and table assume reinvestment of dividends and distributions. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced. No performance for the Small/Mid Cap Growth Fund is provided because the Fund has less than one calendar year’s performance.

   INFORMATION ON AFTER-TAX RETURNS   

  These definitions apply to the after-tax returns.
 
  Average Annual Total Returns Before Taxes.  These returns do not reflect taxes on distributions on a Fund’s Institutional Shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by you.
 
  Average Annual Total Returns After Taxes on Distributions.  These returns assume that taxes are paid on distributions on a Fund’s Institutional Shares ( i.e. , dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Institutional Shares at the end of the performance period.
 
  Average Annual Total Returns After Taxes on Distributions and Sale of Shares.  These returns reflect taxes paid on distributions on a Fund’s Institutional Shares and taxes applicable when the shares are redeemed (sold).
 
  Note on Tax Rates.  The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.

 
25


 

Balanced Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Institutional Shares for
the 9-month period ended
September 30, 2005
was +3.06%.

Best Quarter*
Q2 ’03           +8.97%

Worst Quarter*
Q3 ’98           -8.69%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Institutional Shares (Inception 8/15/97)
                       
Returns Before Taxes
    10.22%       2.42%       3.67%  
Returns After Taxes on Distributions**
    9.63%       1.33%       2.08%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    6.91%       1.42%       2.19%  
S&P 500 ® Index***
    10.88%       -2.30%       5.29%  
Lehman Brothers Aggregate Bond Index****
    4.34%       7.70%       6.87%  

 
     *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
   **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
  ***
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.
****
The Lehman Brothers Aggregate Bond Index is an unmanaged index of bond prices. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
26


 

FUND PERFORMANCE

Research Select Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Institutional Shares for
the 9-month period ended
September 30, 2005
was +0.98%.

Best Quarter*
Q2 ’03           +15.77%

Worst Quarter*
Q3 ’01           -23.23%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                 
For the period ended December 31, 2004 1 Year Since Inception

Institutional Shares (Inception 6/19/00)
               
Returns Before Taxes
    13.32%       -7.18%  
Returns After Taxes on Distributions**
    13.32%       -7.18%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    8.66%       -5.97%  
S&P 500 Index***
    10.88%       -2.89%  

 
   *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 ***
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.
 

  From June 19, 2000 to September 22, 2002, under normal circumstances, the Fund purchased only equity securities that were included in the Goldman Sachs Global Investment Research Division’s U.S. Select List. On September 23, 2002, certain changes to the Fund’s portfolio management team and principal investment strategies became effective, and the Fund no longer invests in the U.S. Select List which has been discontinued.
 
27


 

Capital Growth Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Institutional Shares for
the 9-month period ended
September 30, 2005
was -0.44%.

Best Quarter*
Q4 ’98           +24.46%

Worst Quarter*
Q3 ’01           -16.47%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Institutional Shares (Inception 8/15/97)
                       
Returns Before Taxes
    9.18%       -4.23%       5.43%  
Returns After Taxes on Distributions**
    9.18%       -4.59%       4.20%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    5.97%       -3.67%       4.16%  
Russell 1000 Growth Index***
    6.30%       -9.28%       2.19%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The Russell 1000 Growth Index is an unmanaged index that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
28


 

FUND PERFORMANCE

Growth and Income Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Institutional Shares for
the 9-month period ended
September 30, 2005
was +3.30%.

Best Quarter*
Q2 ’97           +15.24%

Worst Quarter*
Q3 ’98           -16.86%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Institutional Shares (Inception 6/3/96)
                       
Returns Before Taxes
    18.76%       2.25%       6.22%  
Returns After Taxes on Distributions**
    18.46%       2.01%       4.94%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    12.54%       1.81%       4.66%  
Russell 1000 ® Value Index***
    16.49%       5.26%       11.04%  
S&P 500 ® Index***
    10.88%       -2.30%       8.85%  

 
   *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 ***
Effective June 1, 2005, the Russell 1000 Value Index replaced the S&P 500 Index as the Fund’s benchmark. The Russell 1000 Value Index is an unmanaged market capitalization weighted index of the 1,000 largest U.S. companies with lower price-to-book ratios and higher forecasted growth values. The S&P 500 Index (with dividends reinvested) is the Standard & Poor’s 500 Composite Stock Price Index of 500 stocks, an unmanaged index of common stock prices. In the Investment Adviser’s opinion, the Russell 1000 Value Index is a more appropriate benchmark against which to measure the performance of the Fund. The Index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.
 
29


 

Large Cap Value Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Institutional Shares for
the 9-month period ended
September 30, 2005
was +4.66%.

Best Quarter*
Q4 ’03           +13.08%

Worst Quarter*
Q3 ’02           -14.05%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Institutional Shares (Inception 12/15/99)
                       
Returns Before Taxes
    19.28%       6.68%       6.62%  
Returns After Taxes on Distributions**
    18.97%       6.39%       6.33%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    12.92%       5.63%       5.58%  
Russell 1000 ® Value Index***
    16.49%       5.26%       5.61%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 ***
The Russell 1000 ® Value Index is an unmanaged market capitalization weighted index of the 1000 largest ranking U.S. companies with lower price-to-book ratios and lower forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
30


 

FUND PERFORMANCE

Strategic Growth Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Institutional Shares for
the 9-month period ended
September 30, 2005
was -1.11%.

Best Quarter*
Q2 ’03           +13.94%

Worst Quarter*
Q3 ’01           -18.14%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Institutional Shares (Inception 5/24/99)
                       
Returns Before Taxes
    6.17%       -5.50       -1.74%  
Returns After Taxes on Distributions**
    6.11%       -5.51       -1.75%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    4.10%       -4.59       -1.47%  
Russell 1000 ® Growth Index***
    6.30%       -9.28       -4.46%  

 
     *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
  ***
The Russell 1000 ® Growth Index is an unmanaged index that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
31


 

Concentrated Growth Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Institutional Shares for
the 9-month period ended
September 30, 2005
was -0.39%.

Best Quarter*
Q2 ’03           +15.83%

Worst Quarter*
Q1 ’03           -3.95%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                 
For the period ended December 31, 2004 1 Year Since Inception

Institutional Shares (Inception 9/3/02)
               
Returns Before Taxes
    3.88%       12.44%  
Returns After Taxes on Distributions**
    3.66%       12.31%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    2.81%       10.68%  
Russell 1000 ® Growth Index***
    6.30%       12.81%  

 
     *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
  ***
The Russell 1000 ® Growth Index is an unmanaged index that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
32


 

FUND PERFORMANCE

Mid Cap Value Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Institutional Shares for
the 9-month period ended
September 30, 2005
was +12.07%.

Best Quarter*
Q2 ’99           +21.23%

Worst Quarter*
Q3 ’98           -20.78%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Institutional Shares (Inception 8/1/95)
                       
Returns Before Taxes
    25.79%       17.89%       14.98%  
Returns After Taxes on Distributions**
    24.40%       17.14%       13.22%  
Returns After Taxes on Distributions and Sale of
Fund Shares**
    18.48%       15.52%       12.32%  
Russell Midcap ® Value Index***
    23.71%       13.47%       14.15%  

 
   *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 ***
The Russell Midcap ® Value Index is an unmanaged index of common stock prices that measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
33


 

Growth Opportunities Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Institutional Shares for
the 9-month period ended
September 30, 2005
was +2.79%.

Best Quarter*
Q4 ’01           +24.33%

Worst Quarter*
Q3 ’01           -22.27%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Institutional Shares (Inception 5/24/99)
                       
Returns Before Taxes
    16.37%       8.54 %     16.24%  
Returns After Taxes on Distributions**
    16.37%       8.29 %     15.87%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    10.64%       7.25 %     14.14%  
Russell Midcap ® Growth Index***
    15.48%       -3.35 %     3.27%  

 
     *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
  ***
Russell Midcap ® Growth Index is an unmanaged index that measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
34


 

FUND PERFORMANCE

Small Cap Value Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Institutional Shares for
the 9-month period ended
September 30, 2005
was +0.71%.

Best Quarter*
Q2 ’99           +30.23%

Worst Quarter*
Q3 ’98           -32.16%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Institutional Shares (Inception 8/15/97)
                       
Returns Before Taxes
    19.37%       20.66%       11.66%  
Returns After Taxes on Distributions**
    18.32%       20.28%       10.65%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    13.91%       18.26%       9.69%  
Russell 2000 ® Value Index***
    22.25%       17.21%       11.65%  

 
   *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 ***
The Russell 2000 ® Value Index is an unmanaged index of common stock prices that measures the performance of those Russell 2,000 companies with lower price-to-book ratios and lower forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
35


 

 
Fund Fees and Expenses (Institutional Shares)

This table describes the fees and expenses that you would pay if you buy and hold Institutional Shares of a Fund.

                                 
Research Capital Growth and
Balanced Select Growth Income
Fund Fund Fund Fund

Shareholder Fees
(fees paid directly from your investment):
                               
Maximum Sales Charge (Load) Imposed on Purchases
    None       None       None       None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None       None  
Redemption Fees
    None       None       None       None  
Exchange Fees
    None       None       None       None  
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 1
                               
Management Fees 1
    0.65%       1.00%       0.95%       0.70%  
Distribution and Service (12b-1) Fees
    None       None       None       None  
Other Expenses 2*
    0.26%       0.23%       0.10%       0.11%  

Total Fund Operating Expenses *
    0.91%       1.23%       1.05%       0.81%  

See pages 38-39 for all other footnotes.

  The “Management Fees,” “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Funds are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                                 
Research Capital Growth and
Balanced Select Growth Income
Fund Fund Fund Fund

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 1
                               
Management Fees 1
    0.65%       0.95%       0.95%       0.70%  
Distribution and Service (12b-1) Fees
    None       None       None       None  
Other Expenses 2
    0.10%       0.10%       0.04%       0.09%  

Total Fund Operating Expenses (after
current waivers and expense limitations)
    0.75%       1.05%       0.99%       0.79%  

 
36


 

FUND FEES AND EXPENSES

                                                     
Large Cap Strategic Concentrated Mid Cap Growth Small/ Small Cap
Value Growth Growth Value Opportunities Mid Cap Value
Fund Fund Fund Fund Fund Growth Fund Fund

 
 
None
      None       None       None       None       None       None  
 
None
      None       None       None       None       None       None  
  None       None       None       None       None       None       None  
  None       None       None       None       None       None       None  
 
 
  0.75%       1.00%       1.00%       0.71%       1.00%       1.00%       1.00%  
  None       None       None       None       None       None       None  
  0.11%       0.17%       0.31%       0.08%       0.09%       2.45%       0.08%  

  0.86%       1.17%       1.31%       0.79%       1.09%       3.45%       1.08%  




                                                     
Large Cap Strategic Concentrated Mid Cap Growth Small/ Small Cap
Value Growth Growth Value Opportunities Mid Cap Value
 Fund  Fund  Fund  Fund  Fund Growth Fund  Fund

 
 
  0.75%       1.00%       1.00%       0.71%       1.00%       1.00%       1.00%  
  None       None       None       None       None       None       None  
  0.10%       0.04%       0.08%       0.08%       0.09%       0.10%       0.08%  

  0.85%       1.04%       1.08%       0.79%       1.09%       1.10%       1.08%  

 
37


 

 
Fund Fees and Expenses (continued)

 
1
The Small/Mid Cap Growth Fund is new and its annual operating expenses have been estimated for the current fiscal year. Except for the Balanced, Research Select, and Mid Cap Value Funds, the Funds’ annual operating expenses are based on actual expenses incurred for the fiscal year ended August 31, 2005. In addition, the Investment Adviser has entered into the following fee reduction commitment for the Funds which was implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of the date of this Prospectus. The rates listed below for the Capital Growth Fund have been contractual since January 1, 2005 and the rates listed below for the Small/Mid Cap Growth Fund have been contractual since the commencement of operations in June 2005. The fee reduction commitment results in the following annual management fee rates:
                 
Fund Management Fee Annual Rate Average Daily Net Assets

Balanced
    0.65 %   First $ 1 Billion  
      0.59     Next $ 1 Billion  
      0.56     Over $ 2 Billion  

Research Select
    1.00 %   First $ 1 Billion  
      0.90     Next $ 1 Billion  
      0.86     Over $ 2 Billion  

Capital Growth
    1.00 %   First $ 1 Billion  
      0.90     Next $ 1 Billion  
      0.80     Over $ 2 Billion  

Growth and Income
    0.70 %   First $ 1 Billion  
      0.63     Next $ 1 Billion  
      0.60     Over $ 2 Billion  

Large Cap Value
    0.75 %   First $ 1 Billion  
      0.68     Next $ 1 Billion  
      0.65     Over $ 2 Billion  

Strategic Growth
    1.00 %   First $ 1 Billion  
      0.90     Next $ 1 Billion  
      0.86     Over $ 2 Billion  

Concentrated Growth
    1.00 %   First $ 1 Billion  
      0.90     Next $ 1 Billion  
      0.86     Over $ 2 Billion  

Mid Cap Value
    0.75 %   First $ 2 Billion  
      0.68     Over $ 2 Billion  

Growth Opportunities
    1.00 %   First $ 2 Billion  
      0.90     Over $ 2 Billion  

Small/Mid Cap Growth
    1.00 %   First $ 2 Billion  
      0.90     Over $ 2 Billion  

Small Cap Value
    1.00 %   First $ 2 Billion  
      0.90     Over $ 2 Billion  

 
38


 

FUND FEES AND EXPENSES
 

Additionally, effective July 1, 2005, the Investment Adviser has voluntarily agreed to waive a portion of its management fee equal to 0.05% of the Research Select Fund’s average daily net assets.

Prior to the fee reduction commitment described above, the management fees for the Balanced, Research Select, Growth and Income, Large Cap Value, Strategic Growth, Concentrated Growth, Mid Cap Value, Growth Opportunities, and Small Cap Value Funds as an annual percentage rate of average daily net assets were 0.65%, 1.00%, 0.70%, 0.75%, 1.00%, 1.00%, 0.75%, 1.00%, and 1.00%, respectively. Prior to January 1, 2005, the management fee for the Capital Growth Fund as an annual percentage rate of average daily net assets was 1.00%.

As a result of the fee reduction commitment, the Mid Cap Value Fund’s “Management Fees” and “Total Fund Operating Expenses” in the Expense Table have been restated to reflect the expenses that are expected for the current fiscal year.
2
“Other Expenses” include transfer agency fees and expenses equal on an annualized basis to 0.04% of the average daily net assets of each Fund’s Institutional Shares plus all other ordinary expenses not detailed above. The Investment Adviser has voluntarily agreed to reduce or limit “Other Expenses” (excluding management fees, transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the following percentages of each Fund’s average daily net assets:
             
Other
Fund Expenses

Balanced
    0.064%      
Research Select
    0.064%      
Capital Growth
    0.004%      
Growth and Income
    0.054%      
Large Cap Value
    0.064%      
Strategic Growth
    0.004%      
Concentrated Growth
    0.044%      
Mid Cap Value
    0.104%      
Growth Opportunities
    0.114%      
Small/Mid Cap Growth
    0.064%      
Small Cap Value
    0.064%      
 
39


 

FUND FEES AND EXPENSES

Example

The following Example is intended to help you compare the cost of investing in a Fund (without the waivers and expense limitations) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Institutional Shares of a Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that a Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

                                 
Fund 1 Year 3 Years 5 Years 10 Years

Balanced
  $ 93     $ 290     $ 504     $ 1,120  

Research Select
  $ 125     $ 390     $ 676     $ 1,489  

Capital Growth
  $ 107     $ 334     $ 579     $ 1,283  

Growth and Income
  $ 83     $ 259     $ 450     $ 1,002  

Large Cap Value
  $ 88     $ 276     $ 479     $ 1,065  

Strategic Growth
  $ 119     $ 372     $ 644     $ 1,420  

Concentrated Growth
  $ 133     $ 415     $ 718     $ 1,579  

Mid Cap Value
  $ 81     $ 252     $ 439     $ 978  

Growth Opportunities
  $ 112     $ 348     $ 603     $ 1,333  

Small/Mid Cap Growth
  $ 348     $ 1,059       N/A       N/A  

Small Cap Value
  $ 110     $ 343     $ 595     $ 1,317  

Institutions that invest in Institutional Shares on behalf of their customers may charge other fees directly to their customer accounts in connection with their investments. You should contact your institution for information regarding such charges. Such fees, if any, may affect the return such customers realize with respect to their investments.

Certain institutions that invest in Institutional Shares may receive other compensation in connection with the sale and distribution of Institutional Shares or for services to their customers’ accounts and/or the Funds. For additional information regarding such compensation, see “Shareholder Guide” in the Prospectus and “Payments to Intermediaries” in the Additional Statement.

 
40


 

 
  Service Providers

   INVESTMENT ADVISER   

     
Investment Adviser Fund

Goldman Sachs Asset Management, L.P. (“GSAM”)
32 Old Slip
New York, New York 10005
  Balanced
Research Select
Capital Growth
Growth and Income
Large Cap Value
Strategic Growth
Concentrated Growth
Mid Cap Value
Growth Opportunities
Small/Mid Cap Growth
Small Cap Value

  GSAM has been registered as an investment adviser with the SEC since 1990 and is an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”). As of September 30, 2005, GSAM had assets under management of $471.8 billion.
 
  The Investment Adviser provides day-to-day advice regarding the Funds’ portfolio transactions. The Investment Adviser makes the investment decisions for the Funds and places purchase and sale orders for the Funds’ portfolio transactions in U.S. and foreign markets. As permitted by applicable law, these orders may be directed to any brokers, including Goldman Sachs and its affiliates. While the Investment Adviser is ultimately responsible for the management of the Funds, it is able to draw upon the research and expertise of its asset management affiliates for portfolio decisions and management with respect to certain portfolio securities. In addition, the Investment Adviser has access to the research and certain proprietary technical models developed by Goldman Sachs, and will apply quantitative and qualitative analysis in determining the appropriate allocations among categories of issuers and types of securities.
 
  The Investment Adviser also performs the following additional services for the Funds:
  n   Supervises all non-advisory operations of the Funds
  n   Provides personnel to perform necessary executive, administrative and clerical services to the Funds
  n   Arranges for the preparation of all required tax returns, reports to shareholders, prospectuses and statements of additional information and other reports filed with the SEC and other regulatory authorities
  n   Maintains the records of each Fund
  n   Provides office space and all necessary office equipment and services

 
41


 

   MANAGEMENT FEES   

  As compensation for its services and its assumption of certain expenses, the Investment Adviser is entitled to the following fees, computed daily and payable monthly, at the annual rates listed below (as a percentage of each respective Fund’s average daily net assets):

                 
Actual Rate
For the Fiscal
Average Daily Year Ended
Fund Contractual Rate* Net Assets August 31, 2005

Balanced
    0.65%     First $1 Billion   0.65%
      0.59%     Next $1 Billion    
      0.56%     Over $2 Billion    

Research Select
    1.00%     First $1 Billion   0.99%
      0.90%     Next $1 Billion    
      0.86%     Over $2 Billion    

Capital Growth
    1.00%     First $1 Billion   0.95%
      0.90%     Next $1 Billion    
      0.80%     Over $2 Billion    

Growth and Income
    0.70%     First $1 Billion   0.70%
      0.63%     Next $1 Billion    
      0.60%     Over $2 Billion    

Large Cap Value
    0.75%     First $1 Billion   0.75%
      0.68%     Next $1 Billion    
      0.65%     Over $2 Billion    

Strategic Growth
    1.00%     First $1 Billion   1.00%
      0.90%     Next $1 Billion    
      0.86%     Over $2 Billion    

Concentrated Growth
    1.00%     First $1 Billion   1.00%
      0.90%     Next $1 Billion    
      0.86%     Over $2 Billion    

Mid Cap Value
    0.75%     First $2 Billion   0.74%
      0.68%     Over $2 Billion    

Growth Opportunities
    1.00%     First $2 Billion   1.00%
      0.90%     Over $2 Billion    

Small/Mid Cap Growth
    1.00%     First $2 Billion   1.00%
      0.90%     Over $2 Billion    

Small Cap Value
    1.00%     First $2 Billion   1.00%
      0.90%     Over $2 Billion    

 
   *
The Investment Adviser has entered into the following new fee reduction commitments for the Funds which were implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of the date of this Prospectus. The rates listed above for the Capital Growth Fund
 
42


 

SERVICE PROVIDERS
 
have been contractual since January 1, 2005 and the rates listed above for the Small/Mid Cap Growth Fund been contractual since the commencement of operations in June 2005.
 

Additionally, effective July 1, 2005, the Investment Adviser has voluntarily agreed to waive a portion of its management fee equal to 0.05% of the Research Select Fund’s average daily net assets.
 

Prior to the fee reduction commitment, the management fees for the Balanced, Research Select, Growth and Income, Large Cap Value, Strategic Growth, Concentrated Growth, Mid Cap Value, Growth Opportunities, and Small Cap Value Funds as an annual percentage rate of average daily net assets were 0.65%, 1.00%, 0.70%, 0.75%, 1.00%, 1.00%, 0.75%, 1.00%, and 1.00%, respectively. Prior to January 1, 2005 the management fee for the Capital Growth Fund as an annual percentage rate of average daily net assets was 1.00%.

  The Investment Adviser may discontinue or modify any voluntary limitations in the future at its discretion.
 
  A discussion regarding the basis for the Board of Trustees’ approval of the Management Agreement for the Funds in 2005 is available in the Funds’ annual report dated August 31, 2005.

 
43


 

   FUND MANAGERS   

  Value Investment Team
  n   Fourteen investment professionals with an average of over 18 years each of financial experience comprise the Investment Adviser’s value investment team
  n   The team is organized by industry in order to deliver depth and breadth of research expertise
  n   Portfolio decision makers are actively conducting the research, which brings intensity and focus to the Value team process

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Eileen Rominger
Managing Director
Chief Investment Officer
  Portfolio Manager—
Balanced (Equity)
Growth and Income
Large Cap Value
Mid Cap Value
Research Select
  Since
1999
1999
1999
1999
2002
  Ms. Rominger joined the Investment Adviser as a portfolio manager and Chief Investment Officer of the Value team in August 1999. From 1981 to 1999, she worked at Oppenheimer Capital, most recently as a senior portfolio manager.

Dolores Bamford, CFA
Managing Director
  Portfolio Manager—
Growth and Income
Large Cap Value
Mid Cap Value
Small Cap Value
  Since
2002
2002
2002
2002
  Ms. Bamford joined the Investment Adviser as a portfolio manager for the Value team in April 2002. Prior to that, she was a portfolio manager at Putnam Investments for various products since 1991.

David L. Berdon
Vice President
  Portfolio Manager—
Large Cap Value
Mid Cap Value
Small Cap Value
  Since
2002
2002
2003
  Mr. Berdon joined the Investment Adviser as a research analyst in March 2001 and became a portfolio manager in October 2002. From September 1999 to March 2001, he was a Vice President for Business Development and Strategic Alliances at Soliloquy Inc.

Andrew Braun
Managing Director
  Portfolio Manager—
Growth and Income
Large Cap Value
Mid Cap Value
  Since
2001
2001
2001
  Mr. Braun joined the Investment Adviser as a mutual fund product development analyst in July 1993. From January 1997 to April 2001, he was a research analyst on the Value team and he became a portfolio manager in May 2001.

Scott Carroll, CFA
Vice President
  Portfolio Manager—
Growth and Income
Large Cap Value
Mid Cap Value
Small Cap Value
  Since
2002
2002
2002
2002
  Mr. Carroll joined the Investment Adviser as a portfolio manager for the Value team in May 2002. From 1996 to 2002, he worked at Van Kampen Funds where he had portfolio management and analyst responsibilities for Growth and Income and Equity Income funds.

 
44


 

SERVICE PROVIDERS

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Sally Pope Davis
Vice President
  Portfolio Manager—
Growth and Income
Large Cap Value
Mid Cap Value
Research Select
  Since
2001
2001
2001
2002
  Ms. Davis joined the Investment Adviser as a portfolio manager in August 2001. From December 1999 to July 2001, she was a relationship manager in Private Wealth Management at Goldman Sachs.

J. Kelly Flynn
Vice President
  Portfolio Manager—
Small Cap Value
  Since
2002
  Mr. Flynn joined the Investment Adviser as a portfolio manager in April 2002. From 1999 to 2002, he was a portfolio manager for Small Cap/SMID Cap Value products at Lazard Asset Management.

Sean Gallagher
Managing Director
  Portfolio Manager—
Growth and Income
Large Cap Value
Mid Cap Value
  Since
2001
2001
2001
  Mr. Gallagher joined the Investment Adviser as a research analyst in May 2000. He became a portfolio manager in December 2001. From October 1993 to May 2000, he was a research analyst at Merrill Lynch Asset Management.

James Otness, CFA
Managing Director
  Portfolio Manager—
Small Cap Value
  Since
2000
  Mr. Otness joined the Investment Adviser as a portfolio manager in May 2000. From 1998 to 2000, he headed Dolphin Asset Management.

Lisa Parisi, CFA
Managing Director
  Portfolio Manager—
Mid Cap Value
Small Cap Value
Growth and Income
Large Cap Value
  Since
2001
2001
2002
2002
  Ms. Parisi joined the Investment Adviser as a portfolio manager in August 2001. From December 2000 to August 2001, she was a portfolio manager at John A. Levin & Co. From March 1995 to December 2000, she was a portfolio manager and managing director at Valenzuela Capital.

Edward Perkin, CFA
Vice President
  Portfolio Manager—
Mid Cap Value
Small Cap Value
  Since
2004
2004
  Mr. Perkin joined the Investment Adviser as a research analyst in June 2002 and became a portfolio manager in July 2004. From August 2000 to May 2002, he gained investment research experience at Gabelli Asset Management and Fidelity Advisors while attending business school. From August 1997 to May 2000, he was a senior research analyst at FiServe.

  Eileen Rominger serves as lead manager of the Value team. Each other portfolio manager serves as a primary research analyst for a particular industry. While the entire team debates investment ideas and overall portfolio structure, the final buy/sell decision for a particular security resides primarily with the portfolio manager responsible for that particular industry. As Chief Investment Officer and lead portfolio manager of the team, Ms. Rominger is ultimately responsible for the composition of a Fund’s portfolio structure at both the stock and industry level.
 
  For more information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds, see the Additional Statement.

 
45


 

  Growth Investment Team
  n   25 years consistent investment style applied through diverse and complete market cycles
  n   $27 billion in equities currently under management
  n   A portfolio management and analytical team with nearly 270 years combined investment experience

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Steven M. Barry
Managing Director
Chief Investment Officer
  Senior Portfolio Manager—
Growth Opportunities
Balanced (Equity)
Capital Growth
Strategic Growth
Research Select
Concentrated Growth
Small/Mid Cap Growth
  Since
1999
2000
2000
2000
2002
2002
2005
  Mr. Barry joined the Investment Adviser as a portfolio manager in 1999. From 1988 to 1999, he was a portfolio manager at Alliance Capital Management.

Gregory H. Ekizian, CFA
Managing Director
Chief Investment Officer
  Senior Portfolio Manager—
Capital Growth
Balanced (Equity)
Strategic Growth
Growth Opportunities
Research Select
Concentrated Growth
Small/Mid Cap Growth
  Since
1997
1998
1999
1999
2002
2002
2005
  Mr. Ekizian joined the Investment Adviser in January 1997 when Goldman Sachs Asset Management acquired Liberty Investment Management. He was a senior portfolio manager at Liberty prior to the acquisition. He joined Liberty’s predecessor firm Eagle Asset Management in 1990.

David G. Shell, CFA
Managing Director
Chief Investment Officer
  Senior Portfolio Manager—
Capital Growth
Balanced (Equity)
Strategic Growth
Growth Opportunities
Research Select
Concentrated Growth
Small/Mid Cap Growth
  Since
1997
1998
1999
1999
2002
2002
2005
  Mr. Shell joined the Investment Adviser in January 1997 when Goldman Sachs Asset Management acquired Liberty Investment Management. He was a senior portfolio manager at Liberty prior to the acquisition. He joined Liberty’s predecessor firm Eagle Asset Management in 1987.

  Steve Barry, Dave Shell and Greg Ekizian are Chief Investment Officers (“CIOs”) of the Growth team. All 22 members of the team discuss their research analysis and recommendations with the whole team at investment strategy meetings. The entire team discusses and debates whether the business being presented meets the Growth team’s definition of a high-quality growth business and the attractiveness of the current valuation. The team reaches a consensus on whether a business is worthy of a position in the portfolio. The CIOs are accountable for all portfolio construction decisions and determine the appropriate weight for each investment.
 
  For more information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds, see the Additional Statement.

 
46


 

SERVICE PROVIDERS

  Fixed-Income Investment Team
  n   The Fixed-Income team is comprised of a deep team of sector specialists
  n   The team strives to maximize risk-adjusted returns by de-emphasizing interest rate anticipation and focusing on security selection and sector allocation
  n   The team manages approximately $141.9 billion in fixed-income assets for retail, institutional and high net worth clients

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Jonathan A. Beinner
Chief Investment Officer,
Fixed-Income Portfolio Management
  Senior Portfolio Manager—
Balanced (Fixed-Income)
  Since
1994
  Mr. Beinner joined the Investment Adviser in 1990 as a portfolio manager.

James B. Clark
Managing Director
Co-Head U.S. Fixed-Income
  Portfolio Manager—
Balanced (Fixed-Income)
  Since
1994
  Mr. Clark joined the Investment Adviser in 1994 as a portfolio manager.

  Jonathan Beinner serves as the Chief Investment Officer for the Fixed-Income team and is responsible for high-level decisions pertaining to portfolios across multiple strategies. James Clark serves as Co-Head of the U.S. Fixed-Income team and is responsible for a variety of U.S. investment strategies. The Fixed-Income portfolio management team is organized into a series of specialist teams which focus on generating and implementing investment ideas within their area of expertise. Both top-down and bottom-up decisions are made by these small strategy teams, rather than by one portfolio manager or committee. Ultimate accountability for the portfolio resides with the lead portfolio managers, who set the long-term risk budget and oversee the portfolio construction process.
 
  For more information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds, see the Additional Statement.

   DISTRIBUTOR AND TRANSFER AGENT   

  Goldman Sachs, 85 Broad Street, New York, New York 10004, serves as the exclusive distributor (the “Distributor”) of each Fund’s shares. Goldman Sachs, 71 S. Wacker Dr., Suite 500, Chicago, Illinois 60606, also serves as each Fund’s transfer agent (the “Transfer Agent”) and, as such, performs various shareholder servicing functions.
 
  From time to time, Goldman Sachs or any of its affiliates may purchase and hold shares of the Funds. Goldman Sachs reserves the right to redeem at any time some or all of the shares acquired for its own account.

 
47


 

   ACTIVITIES OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER 
   ACCOUNTS MANAGED BY GOLDMAN SACHS   

  The involvement of the Investment Adviser, Goldman Sachs and their affiliates in the management of, or their interest in, other accounts and other activities of Goldman Sachs may present conflicts of interest with respect to a Fund or limit a Fund’s investment activities. Goldman Sachs is a full service investment banking, broker dealer, asset management and financial services organization and a major participant in global financial markets. As such, it acts as an investor, investment banker, research provider, investment manager, financer, advisor, market maker, trader, prime broker, lender, agent and principal, and has other direct and indirect interests, in the global fixed income, currency, commodity, equity and other markets in which the Funds directly and indirectly invest. Thus, it is likely that the Funds will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or obtain services from entities for which Goldman Sachs performs or seeks to perform investment banking or other services. Goldman Sachs and its affiliates engage in proprietary trading and advise accounts and funds which have investment objectives similar to those of the Funds and/or which engage in and compete for transactions in the same types of securities, currencies and instruments as the Funds. Goldman Sachs and its affiliates will not have any obligation to make available any information regarding their proprietary activities or strategies, or the activities or strategies used for other accounts managed by them, for the benefit of the management of the Funds. The results of a Fund’s investment activities, therefore, may differ from those of Goldman Sachs, its affiliates and other accounts managed by Goldman Sachs, and it is possible that a Fund could sustain losses during periods in which Goldman Sachs and its affiliates and other accounts achieve significant profits on their trading for proprietary or other accounts. In addition, the Funds may, from time to time, enter into transactions in which Goldman Sachs or its other clients have an adverse interest. Furthermore, transactions undertaken by Goldman Sachs, its affiliates or Goldman Sachs advised clients may adversely impact the Funds. Transactions by one or more Goldman Sachs advised clients or the Investment Adviser may have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of the Funds. A Fund’s activities may be limited because of regulatory restrictions applicable to Goldman Sachs and its affiliates, and/or their internal policies designed to comply with such restrictions. As a global financial services firm, Goldman Sachs also provides a wide range of investment banking and financial services to issuers of securities and investors in securities. Goldman Sachs, its affiliates and others associated with it may create markets or specialize in, have positions in and affect transactions in, securities of issuers held by the Funds, and may also perform or seek to perform investment banking and

 
48


 

SERVICE PROVIDERS

  financial services for those issuers. Goldman Sachs and its affiliates may have business relationships with and purchase or distribute or sell services or products from or to distributors, consultants or others who recommend the Fund or who engage in transactions with or for the Funds. For more information about conflicts of interest, see the Additional Statement.
 
  Under a securities lending program approved by the Funds’ Board of Trustees, the Funds have retained an affiliate of the Investment Adviser to serve as the securities lending agent for each Fund to the extent that the Funds engage in the securities lending program. For these services, the lending agent may receive a fee from the Funds, including a fee based on the returns earned on the Funds’ investment of the cash received as collateral for the loaned securities. In addition, the Funds may make brokerage and other payments to Goldman Sachs and its affiliates in connection with the Funds’ portfolio investment transactions.

   LEGAL PROCEEDINGS   

  On April 2, 2004, Lois Burke, a plaintiff identifying herself as a shareholder of the Goldman Sachs Internet Tollkeeper Fund, filed a purported class and derivative action lawsuit in the United States District Court for the Southern District of New York against The Goldman Sachs Group, Inc. (“GSG”), GSAM, the Trustees and Officers of the Goldman Sachs Trust (the “Trust”), and John Doe Defendants. In addition, certain of the Goldman Sachs Funds included in this Prospectus and certain other investment portfolios of the Trust were named as nominal defendants. On April 19 and May 6, 2004, additional class and derivative action lawsuits containing substantially similar allegations and requests for redress were filed in the United States District Court for the Southern District of New York. On June 29, 2004, the three complaints were consolidated into one action, In re Goldman Sachs Mutual Funds Fee Litigation , and on November 17, 2004, the plaintiffs filed a consolidated amended complaint against GSG, GSAM, Goldman Sachs Asset Management International (“GSAMI”), Goldman, Sachs & Co., Goldman Sachs Variable Insurance Trust (“GSVIT”), the Trustees and Officers of the Trust and John Doe Defendants (collectively, the “Defendants”) in the United States District Court for the Southern District of New York. Certain investment portfolios of the Trust and GSVIT (collectively, the “Goldman Sachs Funds”) were also named as nominal defendants in the amended complaint. Plaintiffs filed a second amended consolidated complaint on April 15, 2005.
 
  The second amended consolidated complaint, which is brought on behalf of all persons or entities who held shares in the Goldman Sachs Funds between April 2, 1999 and January 9, 2004, inclusive (the “Class Period”), asserts claims involving (i) violations of the Investment Company Act of 1940 (the “Investment Company

 
49


 

  Act”) and the Investment Advisers Act of 1940, (ii) common law breaches of fiduciary duty, and (iii) unjust enrichment. The complaint alleges, among other things, that during the Class Period, the Defendants made improper and excessive brokerage commission and other payments to brokers that sold shares of the Goldman Sachs Funds and omitted statements of fact in registration statements and reports filed pursuant to the Investment Company Act which were necessary to prevent such registration statements and reports from being materially false and misleading. In addition, the complaint alleges that the Goldman Sachs Funds paid excessive and improper investment advisory fees to GSAM and GSAMI. The complaint also alleges that GSAM and GSAMI used Rule 12b-1 fees for improper purposes and made improper use of soft dollars. The complaint further alleges that the Trust’s Officers and Trustees breached their fiduciary duties in connection with the foregoing. The plaintiffs in the cases are seeking compensatory damages; rescission of GSAM’s and GSAMI’s investment advisory agreement and return of fees paid; an accounting of all Goldman Sachs Funds-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and reasonable costs and expenses, including counsel fees and expert fees.
 
  Based on currently available information, GSAM and GSAMI believe that the likelihood that the pending purported class and derivative action lawsuit will have a material adverse financial impact on the Goldman Sachs Funds is remote, and the pending action is not likely to materially affect their ability to provide investment management services to its clients, including the Goldman Sachs Funds.

 
50


 

 
  Dividends
 
  Each Fund pays dividends from its investment income and distributions from net realized capital gains. You may choose to have dividends and distributions paid in:
  n   Cash
  n   Additional shares of the same class of the same Fund
  n   Shares of the same or an equivalent class of another Goldman Sachs Fund. Special restrictions may apply for certain Goldman Sachs Institutional Liquid Assets Portfolios (“ILA Portfolios”). See the Additional Statement.

  You may indicate your election on your Account Application. Any changes may be submitted in writing to Goldman Sachs at any time before the record date for a particular dividend or distribution. If you do not indicate any choice, your dividends and distributions will be reinvested automatically in the applicable Fund.
 
  The election to reinvest dividends and distributions in additional shares will not affect the tax treatment of such dividends and distributions, which will be treated as received by you and then used to purchase the shares.
 
  Dividends from net investment income and distributions from net capital gains are declared and paid as follows:

         
Investment Capital Gains
Fund Income Dividends Distributions

Balanced
  Quarterly   Annually

Research Select
  Annually   Annually

Capital Growth
  Annually   Annually

Growth and Income
  Quarterly   Annually

Large Cap Value
  Annually   Annually

Strategic Growth
  Annually   Annually

Concentrated Growth
  Annually   Annually

Mid Cap Value
  Annually   Annually

Growth Opportunities
  Annually   Annually

Small/Mid Cap Growth
  Annually   Annually

Small Cap Value
  Annually   Annually

 
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  From time to time a portion of a Fund’s dividends may constitute a return of capital.
 
  When you purchase shares of a Fund, part of the NAV per share may be represented by undistributed realized gains that have previously been earned by the Fund. Therefore, subsequent distributions on such shares from such income or realized gains may be taxable to you even if the NAV of the shares is, as a result of the distributions, reduced below the cost of such shares and the distributions (or portions thereof) represent a return of a portion of the purchase price.

 
52


 

 
  Shareholder Guide
 
  The following section will provide you with answers to some of the most often asked questions regarding buying and selling the Funds’ Institutional Shares.

   HOW TO BUY SHARES   

  How Can I Purchase Institutional Shares Of The Funds?
  You may purchase Institutional Shares on any business day at their NAV next determined after receipt of an order. No sales load is charged. You should either:
  n   Place an order with Goldman Sachs at 1-800-621-2550 and wire federal funds to The Northern Trust Company (“Northern”), as subcustodian for State Street Bank and Trust Company (“State Street”) (each Fund’s custodian) on the next business day; or
  n   Send a check or Federal Reserve draft payable to Goldman Sachs Funds—(Name of Fund and Class of Shares), 71 S. Wacker Dr., Suite 500, Chicago, IL 60606. The Fund will not accept a check drawn on foreign banks, third party checks, cashier’s checks or official checks, temporary checks, electronic checks, drawer checks, cash, money orders, travelers’ cheques or credit card checks. In limited situations involving the transfer of retirement assets, the Fund may accept cashier’s checks or official bank checks.

  In order to make an initial investment in a Fund, you must furnish to the Fund or Goldman Sachs the Account Application. Purchases of Institutional Shares must be settled within three business days of receipt of a complete purchase order.
 
  How Do I Purchase Shares Through A Financial Institution?
  Certain institutions (including banks, trust companies, brokers and investment advisers) that provide recordkeeping, reporting and processing services to their customers may be authorized to accept, on behalf of the Goldman Sachs Trust (the “Trust”), purchase, redemption and exchange orders placed by or on behalf of their customers, and may designate other intermediaries to accept such orders, if approved by the Trust. In these cases:
  n   A Fund will be deemed to have received an order in proper form when the order is accepted by the authorized institution or intermediary on a business day, and the order will be priced at the Fund’s NAV per share next determined after such acceptance.
  n   Authorized institutions and intermediaries will be responsible for transmitting accepted orders and payments to the Trust within the time period agreed upon by them.

 
53


 

  You should contact your institution or intermediary to learn whether it is authorized to accept orders for the Trust.
 
  These institutions may receive payments from the Funds or Goldman Sachs for the services provided by them with respect to the Funds’ Institutional Shares. These payments may be in addition to other payments borne by the Funds.
 
  The Investment Adviser, Distributor and/or their affiliates may make payments to authorized dealers and other financial intermediaries (“Intermediaries”) from time to time to promote the sale, distribution and/or servicing of shares of the Funds and other Goldman Sachs Funds. These payments are made out of the Investment Adviser’s, Distributor’s and/or their affiliates’ own assets, and are not an additional charge to the Funds. Such payments are intended to compensate Intermediaries for, among other things: marketing shares of the Funds and other Goldman Sachs Funds, which may consist of payments relating to Funds included on preferred or recommended fund lists or in certain sales programs from time to time sponsored by the Intermediaries; access to the Intermediaries’ registered representatives or salespersons, including at conferences and other meetings; assistance in training and education of personnel; marketing support; and/or other specified services intended to assist in the distribution and marketing of the Funds and other Goldman Sachs Funds. The payments may also, to the extent permitted by applicable regulations, contribute to various non-cash and cash incentive arrangements to promote the sale of shares, as well as sponsor various educational programs, sales contests and/or promotions. The additional payments by the Investment Adviser, Distributor and/or their affiliates may also compensate Intermediaries for subaccounting, administrative and/or shareholder processing services that are in addition to the fees paid for these services by the Funds. The amount of these additional payments is normally not expected to exceed 0.50% (annualized) of the amount sold or invested through the Intermediaries. Please refer to the “Payments to Intermediaries” section of the Additional Statement for more information about these payments.
 
  The payments made by the Investment Adviser, Distributor and/or their affiliates may be different for different Intermediaries. The presence of these payments and the basis on which an Intermediary compensates its registered representatives or salespersons may create an incentive for a particular Intermediary, registered representative or salesperson to highlight, feature or recommend Funds based, at least in part, on the level of compensation paid. You should contact your authorized dealer or Intermediary for more information about the payments it receives and any potential conflicts of interest.
 
  In addition to Institutional Shares, each Fund also offers other classes of shares to investors. These other share classes are subject to different fees and expenses

 
54


 

SHAREHOLDER GUIDE

  (which affect performance), have different minimum investment requirements and are entitled to different services than Institutional Shares. Information regarding these other share classes may be obtained from your sales representative or from Goldman Sachs by calling the number on the back cover of this Prospectus.
 
  What Is My Minimum Investment In The Funds?

     
Type of Investor Minimum Investment

n  Banks, trust companies or other depository
    institutions investing for their own account or on
    behalf of their clients
  $1,000,000 in Institutional Shares of a Fund alone or in combination with other assets under the management of GSAM and its affiliates
n  Section 401(k), profit sharing, money purchase
    pension, tax-sheltered annuity, defined benefit
    pension, or other employee benefit plans that are
    sponsored by one or more employers (including
    governmental or church employers) or
    employee organizations
   
n  State, county, city or any instrumentality,
    department, authority or agency thereof
   
n  Corporations with at least $100 million in assets or
    in outstanding publicly traded securities
   
n  “Wrap” account sponsors (provided they have an
    agreement covering the arrangement with GSAM)
   
n  Registered investment advisers investing for
    accounts for which they receive asset-based fees
   
n  Qualified non-profit organizations, charitable
    trusts, foundations and endowments
   

n  Individual investors   $10,000,000
n  Accounts over which GSAM or its advisory affiliates have investment discretion    

n  Individual Retirement Accounts (IRAs) for
    which GSAM or its advisory affiliates act
    as fiduciary
  No minimum

  The minimum investment requirement may be waived for current and former officers, partners, directors or employees of Goldman Sachs or any of its affiliates; brokerage or advisory clients of Goldman Sachs Private Wealth Management; certain mutual fund “wrap” programs; and for other investors at the discretion of the Trust’s officers. No minimum amount is required for subsequent investments.
 
55


 

  What Else Should I Know About Share Purchases?
  The Trust reserves the right to:
  n   Refuse to open an account if you fail to (i) provide a Social Security Number or other taxpayer identification number; or (ii) certify that such number is correct (if required to do so under applicable law).
  n   Modify or waive the minimum investment amounts.
  n   Reject or restrict any purchase or exchange order by a particular purchaser (or group of related purchasers) for any reason in its discretion. Without limiting the foregoing, the Trust may reject or restrict purchase and exchange orders by a particular purchaser (or group of related purchasers) when a pattern of frequent purchases, sales or exchanges of Institutional Shares of a Fund is evident, or if purchases, sales or exchanges are, or a subsequent abrupt redemption might be, of a size that would disrupt the management of a Fund.
  n   Close a Fund to new investors from time to time and reopen any such Fund whenever it is deemed appropriate by a Fund’s Investment Adviser.

  Generally, the Fund will not allow non-U.S. citizens, and certain U.S. citizens residing outside the United States to open an account directly with the Fund.
 
  The Funds may allow you to purchase shares with securities instead of cash if consistent with a Fund’s investment policies and operations and if approved by the Fund’s Investment Adviser.
 
  As of the date of this Prospectus, the Goldman Sachs Mid Cap Value and Small Cap Value Funds (the “Closed Funds”) were generally closed to new investors. The following investors, however, may make purchases and reinvestments of dividends and capital gains into the Closed Funds:
  n   Current shareholders of the respective Closed Funds;
  n   Certain employee benefit plans and certain financial institutions providing services to employee benefit plans, namely: (1) Qualified Defined Contribution and Benefit Plans (as defined below) making an initial investment of $10 million or less through financial institutions that, as of the closing date of the respective Closed Fund, had a contractual agreement with Goldman, Sachs & Co. to offer shares of or provide services to the respective Closed Fund; and (ii) certain financial institutions in connection with hedging services provided in support of non-qualified deferred compensation plans offering the Goldman Sachs Funds. Certain of the plans and institutions described in (i) and (ii) above may make an initial investment in excess of $10 million if the initial investment was expected to be less than $10 million at the time Goldman Sachs received a preliminary written commitment to invest in the Closed Fund. Certain Qualified Defined

 
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SHAREHOLDER GUIDE

  Contribution and Benefit Plans include 401(k) plans, profit sharing plans and money purchase pension plans, 403(b) plans, and 457 plans; and
  n   Trustees of the Trust.

  In addition, the following investors may make purchases and reinvestments of dividends and capital gains into the Mid Cap Value Fund only:
  n   Investors in a discretionary mutual fund wrap program where (i) such program together with non-discretionary mutual fund wrap programs maintained by the same sponsor had at least $10 million invested in the Fund as of the closing date of the Mid Cap Value Fund and (ii) the sponsor of such program has the appropriate controls in place to implement this Fund closure policy properly.

  Once a shareholder closes all accounts in a Closed Fund, additional investments into such Closed Fund may not be accepted.
 
  Exchanges into a Closed Fund from other Goldman Sachs Funds are not permitted, except for current Closed Fund shareholders and for certain Qualified Defined Contribution and Benefit Plans and, in the case of the Mid Cap Value Fund, investors in certain discretionary mutual fund wrap programs permitted to invest after the closing date.
 
  The Closed Funds may resume sales of shares to new investors at some future date. Additionally, a Closed Fund may enter into asset purchase or other reorganization transactions with other investment companies that involve the issuance of shares of a Closed Fund to new accounts, and such new accounts may continue to make additional purchases and reinvest dividends and capital gains into their accounts.
 
  Notwithstanding the foregoing, the Trust and Goldman, Sachs & Co. reserve the right to reject or restrict purchase or exchange requests from any investor. The Trust and Goldman, Sachs & Co. will not be liable for any loss resulting from rejected purchase or exchange orders.
 
  Customer Identification Program. Federal law requires the Funds to obtain, verify and record identifying information, which may include the name, residential or business street address, date of birth (for an individual), Social Security Number or taxpayer identification number or other identifying information, for each investor who opens an account with the Funds. Applications without the required information may not be accepted by the Funds. After accepting an application, to the extent permitted by applicable law or their customer identification program, the Funds reserve the right to (i) place limits on transactions in any account until the identity of the investor is verified; or (ii) refuse an investment in the Funds; or (iii) involuntarily redeem an investor’s shares and close an account in the event that the Funds are unable to verify an investor’s identity. The Funds and their agents will not be responsible for any loss in an investor’s account resulting from the

 
57


 

  investor’s delay in providing all required identifying information or from closing an account and redeeming an investor’s shares pursuant to the customer identification program.
 
  How Are Shares Priced?
  The price you pay or receive when you buy, sell or exchange Institutional Shares is a Fund’s next determined NAV for a share class. The Funds calculate NAV as follows:

     

NAV =
  (Value of Assets of the Class)
- (Liabilities of the Class)

Number of Outstanding Shares of the Class

  The Funds’ investments are valued based on market quotations or if market quotations are not readily available, or if the Investment Adviser believes that such quotations do not accurately reflect fair value, the fair value of the Funds’ investments may be determined in good faith under procedures established by the Trustees.
 
  For Funds that invest a significant portion of assets in foreign equity securities, “fair value” prices are provided by an independent fair value service. Fair value prices are used because many foreign markets operate at times that do not coincide with those of the major U.S. markets. Events that could affect the values of foreign portfolio holdings may occur between the close of the foreign market and the time of determining the NAV, and would not otherwise be reflected in the NAV. If the independent fair value service does not provide a fair value for a particular security or if the value does not meet the established criteria for the Funds, the most recent closing price for such a security on its principal exchange will generally be its fair value on such date.
 
  In addition, the Investment Adviser, consistent with applicable regulatory guidance, may determine to make an adjustment to the previous closing 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 that could affect a large number of securities in a particular market may include, but are not limited to: situations relating to one or more single issuers in a market sector; significant fluctuations in foreign markets; market disruptions or market closings; governmental actions or other developments; as well as the same or similar events which may affect specific issuers or the securities markets even though not tied directly to the securities markets. Other significant events that could relate to a single issuer may include, but are not limited to: corporate actions such as reorganizations, mergers and buy-outs;

 
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SHAREHOLDER GUIDE

  corporate announcements on earnings; significant litigation; and regulatory news such as governmental approvals.
 
  One effect of using an independent fair value service and fair valuation may be to reduce stale pricing arbitrage opportunities presented by the pricing of Fund shares. However, it involves the risk that the values used by the Funds to price their investments may be different from those used by other investment companies and investors to price the same investments.
 
  Investments in other registered mutual funds (if any) are valued based on the NAV of those mutual funds (which may use fair value pricing as discussed in their prospectuses).
  n   NAV per share of each class is generally calculated by the accounting agent on each business day as of the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. New York time) or such later time as the New York Stock Exchange or NASDAQ market may officially close. Fund shares will generally not be priced on any day the New York Stock Exchange is closed.
  n   When you buy shares, you pay the NAV next calculated after the Funds receive your order in proper form.
  n   When you sell shares, you receive the NAV next calculated after the Funds receive your order in proper form.
  n   The Trust reserves the right to reprocess purchase (including dividend reinvestments), redemption and exchange transactions that were processed at an NAV other than a Fund’s official closing NAV that is subsequently adjusted, and to recover amounts from (or distribute amounts to) shareholders accordingly based on the official closing NAV as adjusted.
  n   The Trust reserves the right to advance the time by which purchase and redemption orders must be received for same business day credit as otherwise permitted by the SEC.

  Note: The time at which transactions and shares are priced and the time by which orders must be received may be changed in case of an emergency or if regular trading on the New York Stock Exchange is stopped at a time other than 4:00 p.m. New York time. In the event the New York Stock Exchange does not open for business because of an emergency, the Trust may, but is not required to, open one or more Funds for purchase, redemption and exchange transactions if the Federal Reserve wire payment system is open. To learn whether a Fund is open for business during an emergency situation, please call 1-800-621-2550.
 
  Foreign securities may trade in their local markets on days a Fund is closed. As a result, the NAV of a Fund that holds foreign securities may be impacted on days when investors may not purchase or redeem Fund shares.

 
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   HOW TO SELL SHARES   

  How Can I Sell Institutional Shares Of The Funds?
  You may arrange to take money out of your account by selling (redeeming) some or all of your shares. Generally, each Fund will redeem its Institutional Shares upon request on any business day at their NAV next determined after receipt of such request in proper form. You may request that redemption proceeds be sent to you by check or by wire (if the wire instructions are on record). Redemptions may be requested in writing or by telephone.

     
Instructions For Redemptions:

By Writing:
  n  Write a letter of instruction that includes:
         n  Name(s) and signature(s)
         n  Account number
         n  The Fund name and Class of Shares
         n  The dollar amount you want to sell
         n  How and where to send the proceeds
    n  Obtain a Medallion signature guarantee (see details below)
    n  Mail your request to:
    Goldman Sachs Funds
    71 S. Wacker Dr., Suite 500
    Chicago, IL 60606

By Telephone:
  If you have elected the telephone redemption privilege on your Account Application:
    n  1-800-621-2550
    (8:00 a.m. to 4:00 p.m. New York time)

  n   Any redemption request that requires money to go to an account or address other than that designated on the Account Application must be in writing and signed by an authorized person designated on the Account Application. The written request may be confirmed by telephone with both the requesting party and the designated bank account to verify instructions.

  Certain institutions and intermediaries are authorized to accept redemption requests on behalf of the Funds as described under “How Do I Purchase Shares Through A Financial Institution?”
 
  When Do I Need A Medallion Signature Guarantee To Redeem Shares?
  A Medallion signature guarantee may be required if:
  n   You would like the redemption proceeds sent to an address that is not your address of record; or
  n   You would like to change your current bank designations.

 
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  A Medallion signature guarantee must be obtained from a bank, brokerage firm or other financial intermediary that is a member of an approved Medallion Guarantee Program or that is otherwise approved by the Trust. A notary public cannot provide a signature guarantee. Additional documentation may be required for executors, trustees or corporations or when deemed appropriate by the Transfer Agent.
 
  What Do I Need To Know About Telephone Redemption Requests?
  The Trust, the Distributor and the Transfer Agent will not be liable for any loss you may incur in the event that the Trust accepts unauthorized telephone redemption requests that the Trust reasonably believes to be genuine. In an effort to prevent unauthorized or fraudulent redemption and exchange requests by telephone, Goldman Sachs employs reasonable procedures specified by the Trust to confirm that such instructions are genuine. If reasonable procedures are not employed, the Trust may be liable for any loss due to unauthorized or fraudulent transactions. The following general policies are currently in effect:
  n   All telephone requests are recorded.
  n   Any redemption request that requires money to go to an account or address other than that designated on the Account Application must be in writing and signed by an authorized person designated on the Account Application. The written request may be confirmed by telephone with both the requesting party and the designated bank account to verify instructions.
  n   For the 30-day period following a change of address, telephone redemptions will only be filled by a wire transfer to the bank account designated in the Account Applications (see immediately preceding bullet point). In order to receive the redemption by check during this time period, the redemption request must be a written, Medallion signature guaranteed letter.
  n   The telephone redemption option may be modified or terminated at any time.

  Note: It may be difficult to make telephone redemptions in times of drastic economic or market conditions.
 
  How Are Redemption Proceeds Paid?
  By Wire: You may arrange for your redemption proceeds to be wired as federal funds to the domestic bank account designated in your Account Application. The following general policies govern wiring redemption proceeds:

  n   Redemption proceeds will normally be wired on the next business day in federal funds (for a total of one business day delay), but may be paid up to three business days following receipt of a properly executed wire transfer redemption request. Although redemption proceeds will normally be wired as described above, under certain circumstances, redemption requests or payments may be postponed or suspended as permitted pursuant to Section 22(e) of the Investment Company Act. Generally, under that section, redemption requests or payments
 
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  may be postponed or suspended if (i) the New York Stock Exchange is closed for trading or trading is restricted; (ii) an emergency exists which makes the disposal of securities owned by the Fund or the fair determination of the value of the Fund’s net assets not reasonably practicable; or (iii) the SEC by order permits the suspension of the right of redemption. If you are selling shares you recently paid for by check, the Fund will pay you when your check has cleared, which may take up to 15 days. If the Federal Reserve Bank is closed on the day that the redemption proceeds would ordinarily be wired, wiring the redemption proceeds may be delayed one additional business day.
  n   To change the bank designated on your Account Application, you must send written instructions signed by an authorized person designated on the account application to the Transfer Agent.
  n   Neither the Trust, Goldman Sachs nor any other institution assumes any responsibility for the performance of your bank or any intermediaries in the transfer process. If a problem with such performance arises, you should deal directly with your bank or any such intermediaries.

  By Check: You may elect in writing to receive your redemption proceeds by check. Redemption proceeds paid by check will normally be mailed to the address of record within three business days of a properly executed redemption request. If you are selling shares you recently paid for by check, the Fund will pay you when your check has cleared, which may take up to 15 days.
 
  What Else Do I Need To Know About Redemptions?
  The following generally applies to redemption requests:
  n   Additional documentation may be required when deemed appropriate by the Transfer Agent. A redemption request will not be in proper form until such additional documentation has been received.
  n   Institutions (including banks, trust companies, brokers and investment advisers) are responsible for the timely transmittal of redemption requests by their customers to the Transfer Agent. In order to facilitate the timely transmittal of redemption requests, these institutions may set times by which they must receive redemption requests. These institutions may also require additional documentation from you.

  The Trust reserves the right to:
  n   Redeem your shares in the event an Institution’s relationship with Goldman Sachs is terminated and you do not transfer your account to another institution with a relationship with Goldman Sachs. The Trust will not be responsible for any loss in an investor’s account resulting from a redemption.
  n   Subject to applicable law, redeem your shares in other circumstances determined by the Board of Trustees to be in the best interest of the Trust.

 
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  n   Pay redemptions by a distribution in-kind of securities (instead of cash). If you receive redemption proceeds in-kind, you should expect to incur transaction costs upon the disposition of those securities.
  n   Reinvest any dividends or other distributions which you have elected to receive in cash should your check for such dividends or other distributions be returned to a Fund as undeliverable or remain uncashed for six months. In addition, that distribution and all future distributions payable to you will be reinvested at the NAV on the day of reinvestment in additional Institutional Shares of the Fund that pays the distributions. No interest will accrue on amounts represented by uncashed distribution or redemption checks.

  Can I Exchange My Investment From One Fund To Another?
  You may exchange Institutional Shares of a Fund at NAV for Institutional Shares of another Goldman Sachs Fund. The exchange privilege may be materially modified or withdrawn at any time upon 60 days’ written notice to you.

     
Instructions For Exchanging Shares:

By Writing:
  n  Write a letter of instruction that includes:
         n  Name(s) and signature(s)
         n  Account number
         n  The Fund names and Class of Shares
         n  The dollar amount to be exchanged
    n  Mail the request to:
    Goldman Sachs Funds
    71 S. Wacker Dr., Suite 500
    Chicago, IL 60606

By Telephone:
  If you have elected the telephone exchange privilege on your Account Application:
    n  1-800-621-2550
    (8:00 a.m. to 4:00 p.m. New York time)

  You should keep in mind the following factors when making or considering an exchange:
  n   You should obtain and carefully read the prospectus of the Fund you are acquiring before making an exchange.
  n   All exchanges which represent an initial investment in a Fund must satisfy the minimum initial investment requirements of that Fund or the entire balance of the original fund account should be exchanged. This requirement may be waived at the discretion of the Trust.
  n   Telephone exchanges normally will be made only to an identically registered account.
  n   Exchanges are available only in states where exchanges may be legally made.

 
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  n   It may be difficult to make telephone exchanges in times of drastic economic or market conditions.
  n   Goldman Sachs may use reasonable procedures described under “What Do I Need To Know About Telephone Redemption Requests?” in an effort to prevent unauthorized or fraudulent telephone exchange requests.
  n   Exchanges into Goldman Sachs Funds that are closed to new investors may be restricted.
  n   Exchanges into a Fund from another Goldman Sachs Fund may be subject to any redemption fee imposed by the other Goldman Sachs Fund.

  For federal income tax purposes, an exchange from one Goldman Sachs Fund to another is treated as a redemption of the shares surrendered in the exchange, on which you may be subject to tax, followed by a purchase of shares received in the exchange. You should consult your tax adviser concerning the tax consequences of an exchange.
 
  What Types of Reports Will I Be Sent Regarding Investments In Institutional Shares?
  You will be provided with a printed confirmation of each transaction in your account and a monthly statement. A year-to-date statement for your account will be provided upon request made to Goldman Sachs. If your account is held in a “street name” you may receive your statements and confirmations on a different schedule.
 
  You will also receive an annual shareholder report containing audited financial statements and a semi-annual shareholder report. If you have consented to the delivery of a single copy of shareholder reports, prospectuses and other information to all shareholders who share the same mailing address with your account, you may revoke your consent at any time by contacting Goldman Sachs Funds by phone at 1-800-621-2550 or by mail at Goldman Sachs Funds, 71 S. Wacker Dr., Suite 500, Chicago, IL 60606. The Funds will begin sending individual copies to you within 30 days after receipt of your revocation. In addition, Institutions and other financial intermediaries will be responsible for providing any communications from a Fund to its shareholders, including but not limited to prospectus supplements, proxy materials and notices regarding the sources of dividend payments pursuant to Section 19 of the Investment Company Act.

   RESTRICTIONS ON EXCESSIVE TRADING PRACTICES   

  Policies and Procedures on Excessive Trading Practices. In accordance with the policy adopted by the Board of Trustees, the Trust discourages frequent purchases and redemptions of Fund shares and does not permit market timing or other excessive trading practices. Purchases and exchanges should be made with a view
 
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  to longer-term investment purposes only that are consistent with the investment policies and practices of the respective Funds. Excessive, short-term (market timing) trading practices may disrupt portfolio management strategies, increase brokerage and administrative costs, harm fund performance and result in dilution in the value of Fund shares held by longer term shareholders. The Trust and Goldman Sachs reserve the right to reject or restrict purchase or exchange requests from any investor. The Trust and Goldman Sachs will not be liable for any loss resulting from rejected purchase or exchange orders. To minimize harm to the Trust and its shareholders (or Goldman Sachs), the Trust (or Goldman Sachs) will exercise this right if, in the Trust’s (or Goldman Sachs’) judgment, an investor has a history of excessive trading or if an investor’s trading, in the judgment of the Trust (or Goldman Sachs), has been or may be disruptive to a Fund. In making this judgment, trades executed in multiple accounts under common ownership or control may be considered together to the extent they can be identified. No waivers of the provisions of the policy established to detect and deter market timing and other excessive trading activity are permitted that would harm the Trust or its shareholders or would subordinate the interests of the Trust or its shareholders to those of Goldman Sachs or any affiliated person or associated person of Goldman Sachs.
 
  To deter excessive shareholder trading, the International Equity Funds and certain Fixed Income Funds (which are offered in separate prospectuses) impose a redemption fee on redemptions made within 30 calendar days of purchase subject to certain exceptions. For more information about these Funds, obtain a prospectus from your sales representative or from Goldman Sachs by calling the number on the back cover of this Prospectus.
 
  Pursuant to the policy adopted by the Board of Trustees, Goldman Sachs has developed criteria that it uses to identify trading activity that may be excessive. Goldman Sachs reviews on a regular, periodic basis available information relating to the trading activity in the Funds in order to assess the likelihood that a Fund may be the target of excessive trading. As part of its excessive trading surveillance process, Goldman Sachs, on a periodic basis, examines transactions that exceed certain monetary thresholds or numerical limits within a period of time. Consistent with the standards described above, if, in its judgment, Goldman Sachs detects excessive, short term trading, Goldman Sachs may reject or restrict a purchase or exchange request and may further seek to close an investor’s account with a Fund. Goldman Sachs may modify its surveillance procedures and criteria from time to time without prior notice regarding the detection of excessive trading or to address specific circumstances. Goldman Sachs will apply the criteria in a manner that, in Goldman Sachs’ judgment, will be uniform.

 
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  Fund shares may be held through omnibus arrangements maintained by intermediaries such as broker-dealers, investment advisers, transfer agents, administrators and insurance companies. In addition, Fund shares may be held in omnibus 401(k) plans, employee benefit plans and other group accounts. Omnibus accounts include multiple investors and such accounts typically provide the Funds with a net purchase or redemption request on any given day where the purchases and redemptions of Fund shares by the investors are netted against one another. The identity of individual investors whose purchase and redemption orders are aggregated are not known by the Funds. A number of these financial intermediaries may not have the capability or may not be willing to apply the Funds’ market timing policies or any applicable redemption fee. While Goldman Sachs may monitor share turnover at the omnibus account level, a Fund’s ability to monitor and detect market timing by shareholders or apply any applicable redemption fee in these omnibus accounts is limited. The netting effect makes it more difficult to identify, locate and eliminate market timing activities. In addition, those investors who engage in market timing and other excessive trading activities may employ a variety of techniques to avoid detection. There can be no assurance that the Funds and Goldman Sachs will be able to identify all those who trade excessively or employ a market timing strategy, and curtail their trading in every instance.
 
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  Taxation
 
  As with any investment, you should consider how your investment in the Funds will be taxed. The tax information below is provided as general information. More tax information is available in the Additional Statement. You should consult your tax adviser about the federal, state, local or foreign tax consequences of your investment in the Funds.
 
  Unless your investment is an IRA or other tax-advantaged account, you should consider the possible tax consequences of Fund distributions and the sale of your Fund shares.

   DISTRIBUTIONS   

  Each Fund contemplates declaring as dividends each year all or substantially all of its taxable income. Distributions you receive from the Funds are generally subject to federal income tax, and may also be subject to state or local taxes. This is true whether you reinvest your distributions in additional Fund shares or receive them in cash. For federal tax purposes, the Fund distributions attributable to short-term capital gains and net investment income are generally taxable to you as ordinary income, while distributions attributable to long-term capital gains are taxable as long-term capital gains, no matter how long you have owned your Fund shares.
 
  Under recent changes to the Internal Revenue Code (the “Code”), the maximum long-term capital gain tax rate applicable to individuals, estates, and trusts is 15%. Also, Fund distributions to noncorporate shareholders attributable to dividends received by the Funds from U.S. and certain qualified foreign corporations will generally be taxed at the long-term capital gain rate, as long as certain other requirements are met. A sunset provision provides that the 15% long-term capital gain rate and the taxation of dividends at the long-term capital gain rate will revert back to a prior version of these provisions in the Code for taxable years beginning after December 31, 2008. The amount of a Fund’s distributions that qualify for this favorable tax treatment may be reduced as a result of a Fund’s securities lending activities, by a high portfolio turnover rate or by investments in debt securities or “non-qualified” foreign corporations. For these lower rates to apply, the non-corporate shareholder must own the relevant Fund shares for at least 61 days during the 121-day period beginning 60 days before the Fund’s ex-dividend rate.
 
  Although distributions are generally treated as taxable to you in the year they are paid, distributions declared in October, November or December but paid in January are taxable as if they were paid in December. A percentage of the Funds’ dividends paid to corporate shareholders may be eligible for the corporate dividends-received deduction. This percentage may, however, be reduced as a result of a Fund’s securities lending activities, by a high portfolio turnover rate or by investments in

 
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  debt securities or foreign corporations. Character and tax status of all distributions will be available to shareholders after the close of each calendar year.
 
  Each Fund may be subject to foreign withholding or other foreign taxes on income or gain from certain foreign securities. In general, the Funds may deduct these taxes in computing their taxable income.
 
  If you buy shares of a Fund before it makes a distribution, the distribution will be taxable to you even though it may actually be a return of a portion of your investment. This is known as “buying a dividend.”

   SALES AND EXCHANGES   

  Your sale of Fund shares is a taxable transaction for federal income tax purposes, and may also be subject to state and local taxes. For tax purposes, the exchange of your Fund shares for shares of a different Goldman Sachs Fund is the same as a sale. When you sell your shares, you will generally recognize a capital gain or loss in an amount equal to the difference between your adjusted tax basis in the shares and the amount received. Generally, this gain or loss is long-term or short-term depending on whether your holding period exceeds twelve months, except that any loss realized on shares held for six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends that were received on the shares. Additionally, any loss realized on a sale, exchange or redemption of shares of a Fund may be disallowed under “wash sale” rules to the extent the shares disposed of are replaced with other shares of that Fund within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to a dividend reinvestment in shares of that Fund. If disallowed, the loss will be reflected in an adjustment to the basis of the shares acquired.

   OTHER INFORMATION   

  When you open your account, you should provide your Social Security Number or tax identification number on your Account Application. By law, each Fund must withhold 28% of your taxable distributions and any redemption proceeds if you do not provide your correct taxpayer identification number, or certify that it is correct, or if the IRS instructs the Fund to do so.
 
  Non-U.S. investors may be subject to U.S. withholding and estate tax. However, non-U.S. investors generally may file for a refund of tax withheld (if any) on distributions of qualified interest income and short-term capital gains made by the Funds after September 1, 2005 and before August 31, 2008.

 
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  Appendix A
Additional Information on Portfolio
Risks, Securities and Techniques

   A.  General Portfolio Risks   

  The Funds will be subject to the risks associated with equity investments. “Equity investments” may include common stocks, preferred stocks, interests in real estate investment trusts, convertible debt obligations, convertible preferred stocks, equity interests in trusts, partnerships, joint ventures, limited liability companies and similar enterprises, warrants, stock purchase rights and synthetic and derivative instruments that have economic characteristics similar to equity securities. In general, the values of equity investments fluctuate in response to the activities of individual companies and in response to general market and economic conditions. Accordingly, the values of the equity investments that a Fund holds may decline over short or extended periods. The stock markets tend to be cyclical, with periods when stock prices generally rise and periods when prices generally decline. This volatility means that the value of your investment in the Funds may increase or decrease. In recent years, certain stock markets have experienced substantial price volatility.
 
  To the extent that a Fund invests in fixed-income securities, that Fund will also be subject to the risks associated with its fixed-income securities. These risks include interest rate risk, credit risk and call/extension risk. In general, interest rate risk involves the risk that when interest rates decline, the market value of fixed-income securities tends to increase (although many mortgage-related securities will have less potential than other debt securities for capital appreciation during periods of declining rates). Conversely, when interest rates increase, the market value of fixed-income securities tends to decline. Credit risk involves the risk that an issuer or guarantor could default on its obligations, and a Fund will not recover its investment. Call risk and extension risk are normally present in mortgage-backed securities and asset-backed securities. For example, homeowners have the option to prepay their mortgages. Therefore, the duration of a security backed by home mortgages can either shorten (call risk) or lengthen (extension risk). In general, if interest rates on new mortgage loans fall sufficiently below the interest rates on existing outstanding mortgage loans, the rate of prepayment would be expected to increase. Conversely, if mortgage loan interest rates rise above the interest rates on existing outstanding mortgage loans, the rate of prepayment would be expected to decrease. In either case, a change in the prepayment rate can result in losses to

 
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  investors. The same would be true of asset-backed securities such as securities backed by car loans.
 
  The Investment Adviser will not consider the portfolio turnover rate a limiting factor in making investment decisions for a Fund. A high rate of portfolio turnover (100% or more) involves correspondingly greater expenses which must be borne by a Fund and its shareholders, and is also likely to result in higher short-term capital gains taxable to shareholders. The portfolio turnover rate is calculated by dividing the lesser of the dollar amount of sales or purchases of portfolio securities by the average monthly value of a Fund’s portfolio securities, excluding securities having a maturity at the date of purchase of one year or less. See “Financial Highlights” in Appendix B for a statement of the Funds’ historical portfolio turnover rates.
 
  The following sections provide further information on certain types of securities and investment techniques that may be used by the Funds, including their associated risks. Additional information is provided in the Additional Statement, which is available upon request. Among other things, the Additional Statement describes certain fundamental investment restrictions that cannot be changed without shareholder approval. You should note, however, that all investment objectives and all investment policies not specifically designated as fundamental are non-fundamental, and may be changed without shareholder approval. If there is a change in a Fund’s investment objective, you should consider whether that Fund remains an appropriate investment in light of your then current financial position and needs.

   B.  Other Portfolio Risks   

  Risks of Investing in Small Capitalization and Mid-Capitalization Companies. Each Fund may, to the extent consistent with its investment policies, invest in small and mid-capitalization companies. Investments in small and mid-capitalization companies involve greater risk and portfolio price volatility than investments in larger capitalization stocks. Among the reasons for the greater price volatility of these investments are the less certain growth prospects of smaller firms and the lower degree of liquidity in the markets for such securities. Small and mid-capitalization companies may be thinly traded and may have to be sold at a discount from current market prices or in small lots over an extended period of time. In addition, these securities are subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities in particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic or market conditions, or adverse investor perceptions whether or not accurate. Because of the lack of sufficient market liquidity, a Fund may incur losses because it will be required to effect sales at a disadvantageous

 
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APPENDIX A

  time and only then at a substantial drop in price. Small and mid-capitalization companies include “unseasoned” issuers that do not have an established financial history; often have limited product lines, markets or financial resources; may depend on or use a few key personnel for management; and may be susceptible to losses and risks of bankruptcy. Small and mid-capitalization companies may be operating at a loss or have significant variations in operating results; may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence; may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position; and may have substantial borrowings or may otherwise have a weak financial condition. In addition, these companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing, and other capabilities, and a larger number of qualified managerial and technical personnel. Transaction costs for these investments are often higher than those of larger capitalization companies. Investments in small and mid-capitalization companies may be more difficult to price precisely than other types of securities because of their characteristics and lower trading volumes.
 
  Risks of Foreign Investments. The Funds may make foreign investments. Foreign investments involve special risks that are not typically associated with U.S. dollar denominated or quoted securities of U.S. issuers. Foreign investments may be affected by changes in currency rates, changes in foreign or U.S. laws or restrictions applicable to such investments and changes in exchange control regulations ( e.g. , currency blockage). A decline in the exchange rate of the currency ( i.e. , weakening of the currency against the U.S. dollar) in which a portfolio security is quoted or denominated relative to the U.S. dollar would reduce the value of the portfolio security. In addition, if the currency in which a Fund receives dividends, interest or other payments declines in value against the U.S. dollar before such income is distributed as dividends to shareholders or converted to U.S. dollars, the Fund may have to sell portfolio securities to obtain sufficient cash to pay such dividends.
 
  Brokerage commissions, custodial services and other costs relating to investment in international securities markets generally are more expensive than in the United States. In addition, clearance and settlement procedures may be different in foreign countries and, in certain markets, such procedures have been unable to keep pace with the volume of securities transactions, thus making it difficult to conduct such transactions.
 
  Foreign issuers are not generally subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to U.S. issuers. There may be less publicly available information about a foreign issuer than about a U.S.

 
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  issuer. In addition, there is generally less government regulation of foreign markets, companies and securities dealers than in the United States, and the legal remedies for investors may be more limited than the remedies available in the United States. Foreign securities markets may have substantially less volume than U.S. securities markets and securities of many foreign issuers are less liquid and more volatile than securities of comparable domestic issuers. Furthermore, with respect to certain foreign countries, there is a possibility of nationalization, expropriation or confiscatory taxation, imposition of withholding or other taxes on dividend or interest payments (or, in some cases, capital gains distributions), limitations on the removal of funds or other assets from such countries, and risks of political or social instability or diplomatic developments which could adversely affect investments in those countries.
 
  Concentration of a Fund’s assets in one or a few countries and currencies will subject a Fund to greater risks than if a Fund’s assets were not geographically concentrated.
 
  Investment in sovereign debt obligations by a Fund involves risks not present in debt obligations of corporate issuers. The issuer of the debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due in accordance with the terms of such debt, and a Fund may have limited recourse to compel payment in the event of a default. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt, and in turn a Fund’s NAV, to a greater extent than the volatility inherent in debt obligations of U.S. issuers.
 
  A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward international lenders, and the political constraints to which a sovereign debtor may be subject.
 
  Investments in foreign securities may take the form of sponsored and unsponsored American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”). Certain Funds may also invest in European Depositary Receipts (“EDRs”) or other similar instruments representing securities of foreign issuers. ADRs, GDRs and EDRs represent the right to receive securities of foreign issuers deposited in a bank or other depository. ADRs and certain GDRs are traded in the United States. GDRs may be traded in either the United States or in foreign markets. EDRs are traded primarily outside the United States. Prices of ADRs are quoted in U.S. dollars. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security.

 
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APPENDIX A

  Risks of Euro. On January 1, 1999, the European Economic and Monetary Union (EMU) introduced a new single currency called the euro. The euro has replaced the national currencies of the following member countries: Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, and Spain. In addition, Cyprus, the Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia and Slovenia became members of the EMU on May 1, 2004, but these countries will not adopt the euro as their new currency until they can show that their economies have converged with the economies of the euro zone.
 
  The European Central Bank has control over each country’s monetary policies. Therefore, the member countries no longer control their own monetary policies by directing independent interest rates for their currencies. The national governments of the participating countries, however, have retained the authority to set tax and spending policies and public debt levels.
 
  The change to the euro as a single currency is relatively new and untested. The elimination of currency risk among EMU countries has affected the economic environment and behavior of investors, particularly in European markets, but the long-term impact of those changes on currency values or on the business or financial condition of European countries and issuers cannot be fully assessed at this time. In addition, the introduction of the euro presents other unique uncertainties, including the fluctuation of the euro relative to non-euro currencies; whether the interest rate, tax and labor regimes of European countries participating in the euro will converge over time; and whether the conversion of the currencies of other countries that now are or may in the future become members of the European Union (“EU”) will have an impact on the euro. Also, it is possible that the euro could be abandoned in the future by countries that have already adopted its use. In May and June 2005, voters in France and the Netherlands rejected ratification of the EU Constitution causing some other countries to postpone moves toward ratification. These or other events, including political and economic developments, could cause market disruptions, and could adversely affect the value of securities held by the Funds. Because of the number of countries using this single currency, a significant portion of the assets held by the Funds may be denominated in the euro.
 
  Risks of Emerging Countries. Certain Funds may invest in securities of issuers located in emerging countries. The risks of foreign investment are heightened when the issuer is located in an emerging country. Emerging countries are generally located in the Asia and Pacific regions, Eastern Europe, Latin and South America and Africa. A Fund’s purchase and sale of portfolio securities in certain emerging countries may be constrained by limitations relating to daily changes in the prices

 
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  of listed securities, periodic trading or settlement volume and/or limitations on aggregate holdings of foreign investors. Such limitations may be computed based on the aggregate trading volume by or holdings of a Fund, the Investment Adviser, its affiliates and their respective clients and other service providers. A Fund may not be able to sell securities in circumstances where price, trading or settlement volume limitations have been reached.
 
  Foreign investment in the securities markets of certain emerging countries is restricted or controlled to varying degrees which may limit investment in such countries or increase the administrative costs of such investments. For example, certain Asian countries require governmental approval prior to investments by foreign persons or limit investment by foreign persons to only a specified percentage of an issuer’s outstanding securities or a specific class of securities which may have less advantageous terms (including price) than securities of the issuer available for purchase by nationals. In addition, certain countries may restrict or prohibit investment opportunities in issuers or industries deemed important to national interests. Such restrictions may affect the market price, liquidity and rights of securities that may be purchased by a Fund. The repatriation of both investment income and capital from certain emerging countries is subject to restrictions such as the need for governmental consents. In situations where a country restricts direct investment in securities (which may occur in certain Asian and other countries), a Fund may invest in such countries through other investment funds in such countries.
 
  Many emerging countries have experienced currency devaluations and substantial (and, in some cases, extremely high) rates of inflation. Other emerging countries have experienced economic recessions. These circumstances have had a negative effect on the economies and securities markets of such emerging countries. Economies in emerging countries generally are dependent heavily upon commodity prices and international trade and, accordingly, have been and may continue to be affected adversely by the economies of their trading partners, trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade.
 
  Many emerging countries are subject to a substantial degree of economic, political and social instability. Governments of some emerging countries are authoritarian in nature or have been installed or removed as a result of military coups, while governments in other emerging countries have periodically used force to suppress civil dissent. Disparities of wealth, the pace and success of democratization, and ethnic, religious and racial disaffection, among other factors, have also led to social unrest, violence and/or labor unrest in some emerging countries. Unanticipated

 
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APPENDIX A

  political or social developments may result in sudden and significant investment losses. Investing in emerging countries involves greater risk of loss due to expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and on repatriation of capital invested. As an example, in the past some Eastern European governments have expropriated substantial amounts of private property, and many claims of the property owners have never been fully settled. There is no assurance that similar expropriations will not recur in Eastern European or other countries.
 
  A Fund’s investment in emerging countries may also be subject to withholding or other taxes, which may be significant and may reduce the return from an investment in such countries to the Fund.
 
  Settlement procedures in emerging countries are frequently less developed and reliable than those in the United States and may involve a Fund’s delivery of securities before receipt of payment for their sale. In addition, significant delays may occur in certain markets in registering the transfer of securities. Settlement or registration problems may make it more difficult for a Fund to value its portfolio securities and could cause the Fund to miss attractive investment opportunities, to have a portion of its assets uninvested or to incur losses due to the failure of a counterparty to pay for securities the Fund has delivered or the Fund’s inability to complete its contractual obligations because of theft or other reasons.
 
  The creditworthiness of the local securities firms used by a Fund in emerging countries may not be as sound as the creditworthiness of firms used in more developed countries. As a result, the Fund may be subject to a greater risk of loss if a securities firm defaults in the performance of its responsibilities.
 
  The small size and inexperience of the securities markets in certain emerging countries and the limited volume of trading in securities in those countries may make a Fund’s investments in such countries less liquid and more volatile than investments in countries with more developed securities markets (such as the United States, Japan and most Western European countries). A Fund’s investments in emerging countries are subject to the risk that the liquidity of a particular investment, or investments generally, in such countries will shrink or disappear suddenly and without warning as a result of adverse economic, market or political conditions or adverse investor perceptions, whether or not accurate. Because of the lack of sufficient market liquidity, a Fund may incur losses because it will be required to effect sales at a disadvantageous time and only then at a substantial drop in price. Investments in emerging countries may be more difficult to price precisely because of the characteristics discussed above and lower trading volumes.

 
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  A Fund’s use of foreign currency management techniques in emerging countries may be limited. The Investment Adviser anticipates that a significant portion of the Funds’ currency exposure in emerging countries may not be covered by these techniques.
 
  Risks of Derivative Investments. A Fund’s transactions, if any, in options, futures, options on futures, swaps, interest rate caps, floors and collars, structured securities and foreign currency transactions involve additional risk of loss. Loss can result from a lack of correlation between changes in the value of derivative instruments and the portfolio assets (if any) being hedged, the potential illiquidity of the markets for derivative instruments, or the risks arising from margin requirements and related leverage factors associated with such transactions. The use of these management techniques also involves the risk of loss if the Investment Adviser is incorrect in its expectation of fluctuations in securities prices, interest rates or currency prices. Each Fund may also invest in derivative investments for non-hedging purposes (that is, to seek to increase total return). Investing for non-hedging purposes is considered a speculative practice and presents even greater risk of loss.
 
  Risks of Illiquid Securities. Each Fund may invest up to 15% of its net assets in illiquid securities which cannot be disposed of in seven days in the ordinary course of business at fair value. Illiquid securities include:
  n   Both domestic and foreign securities that are not readily marketable
  n   Certain stripped mortgage-backed securities
  n   Repurchase agreements and time deposits with a notice or demand period of more than seven days
  n   Certain over-the-counter options
  n   Certain structured securities and all swap transactions
  n   Certain private investments in public equity (“PIPEs”)
  n   Certain restricted securities, unless it is determined, based upon a review of the trading markets for a specific restricted security, that such restricted security is liquid because it is so-called “4(2) commercial paper” or is otherwise eligible for resale pursuant to Rule 144A under the Securities Act of 1933 (“144A Securities”).

  Investing in 144A Securities may decrease the liquidity of a Fund’s portfolio to the extent that qualified institutional buyers become for a time uninterested in purchasing these restricted securities. The purchase price and subsequent valuation of restricted and illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists.

 
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  Credit/Default Risks. Debt securities purchased by the Funds may include securities (including zero coupon bonds) issued by the U.S. government (and its agencies, instrumentalities and sponsored enterprises), foreign governments, domestic and foreign corporations, banks and other issuers. Some of these fixed-income securities are described in the next section below. Further information is provided in the Additional Statement.
 
  Debt securities rated BBB or higher by Standard & Poor’s Rating Group (“Standard & Poor’s”), Baa or higher by Moody’s Investors Service, Inc. (“Moody’s”) or having a comparable rating by another NRSRO are considered “investment grade.” Securities rated BBB or Baa are considered medium-grade obligations with speculative characteristics, and adverse economic conditions or changing circumstances may weaken their issuers’ capacity to pay interest and repay principal. A security will be deemed to have met a rating requirement if it receives the minimum required rating from at least one such rating organization even though it has been rated below the minimum rating by one or more other rating organizations, or if unrated by such rating organizations, the security is determined by the Investment Adviser to be of comparable credit quality. If a security satisfies a Fund’s minimum rating requirement at the time of purchase and is subsequently downgraded below that rating, the Fund will not be required to dispose of the security. If a downgrade occurs, the Investment Adviser will consider what action, including the sale of the security, is in the best interest of a Fund and its shareholders.
 
  Certain Funds may invest in fixed-income securities rated BB or Ba or below (or comparable unrated securities) which are commonly referred to as “junk bonds.” Junk bonds are considered predominantly speculative and may be questionable as to principal and interest payments.
 
  In some cases, junk bonds may be highly speculative, have poor prospects for reaching investment grade standing and be in default. As a result, investment in such bonds will present greater speculative risks than those associated with investment in investment grade bonds. Also, to the extent that the rating assigned to a security in a Fund’s portfolio is downgraded by a rating organization, the market price and liquidity of such security may be adversely affected.
 
  Risks of Initial Public Offerings. The Funds may invest in IPOs. An IPO is a company’s first offering of stock to the public. IPO risk is the risk that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. When a Fund’s asset base is small, a significant portion of the

 
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  Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the Fund’s assets grow, the effect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reduce the Fund’s performance. Because of the price volatility of IPO shares, a Fund may choose to hold IPO shares for a very short period of time. This may increase the turnover of the Fund’s portfolio and may lead to increased expenses to the Fund, such as commissions and transaction costs. By selling IPO shares, the Fund may realize taxable gains it will subsequently distribute to shareholders. In addition, the market for IPO shares can be speculative and/or inactive for extended periods of time. There is no assurance that a Fund will be able to obtain allocable portions of IPO shares. The limited number of shares available for trading in some IPOs may make it more difficult for a Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. Investors in IPO shares can be affected by substantial dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders.
 
  Temporary Investment Risks. Each Fund may, for temporary defensive purposes, invest a certain percentage of its total assets in:
  n   U.S. government securities
  n   Commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO
  n   Certificates of deposit
  n   Bankers’ acceptances
  n   Repurchase agreements
  n   Non-convertible preferred stocks and non-convertible corporate bonds with a remaining maturity of less than one year

  When a Fund’s assets are invested in such instruments, the Fund may not be achieving its investment objective.

   C.  Portfolio Securities and Techniques   

  This section provides further information on certain types of securities and investment techniques that may be used by the Funds, including their associated risks.
 
  The Funds may purchase other types of securities or instruments similar to those described in this section if otherwise consistent with the Fund’s investment objectives and policies. Further information is provided in the Additional Statement, which is available upon request.

 
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APPENDIX A

  Convertible Securities. Each Fund may invest in convertible securities. Convertible securities are preferred stock or debt obligations that are convertible into common stock. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. Convertible securities in which a Fund invests are subject to the same rating criteria as its other investments in fixed-income securities. Convertible securities have both equity and fixed-income risk characteristics. Like all fixed-income securities, the value of convertible securities is susceptible to the risk of market losses attributable to changes in interest rates. Generally, the market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. However, when the market price of the common stock underlying a convertible security exceeds the conversion price of the convertible security, the convertible security tends to reflect the market price of the underlying common stock. As the market price of the underlying common stock declines, the convertible security, like a fixed-income security, tends to trade increasingly on a yield basis, and thus may not decline in price to the same extent as the underlying common stock.
 
  Foreign Currency Transactions. A Fund may, to the extent consistent with its investment policies, purchase or sell foreign currencies on a cash basis or through forward contracts. A forward contract involves an obligation to purchase or sell a specific currency at a future date at a price set at the time of the contract. A Fund may engage in foreign currency transactions for hedging purposes and to seek to protect against anticipated changes in future foreign currency exchange rates. In addition, certain Funds may enter into foreign currency transactions to seek a closer correlation between the Fund’s overall currency exposures and the currency exposures of the Fund’s performance benchmark. Certain Funds may also enter into such transactions to seek to increase total return, which is considered a speculative practice.
 
  Some Funds may also engage in cross-hedging by using forward contracts in a currency different from that in which the hedged security is denominated or quoted. A Fund may hold foreign currency received in connection with investments in foreign securities when, in the judgment of the Investment Adviser, it would be beneficial to convert such currency into U.S. dollars at a later date ( e.g. , the Investment Adviser may anticipate the foreign currency to appreciate against the U.S. dollar).
 
  Currency exchange rates may fluctuate significantly over short periods of time, causing, along with other factors, a Fund’s NAV to fluctuate (when the Fund’s NAV fluctuates, the value of your shares may go up or down). Currency exchange rates also can be affected unpredictably by the intervention of U.S. or foreign

 
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  governments or central banks, or the failure to intervene, or by currency controls or political developments in the United States or abroad.
 
  The market in forward foreign currency exchange contracts, currency swaps and other privately negotiated currency instruments offers less protection against defaults by the other party to such instruments than is available for currency instruments traded on an exchange. Such contracts are subject to the risk that the counterparty to the contract will default on its obligations. Since these contracts are not guaranteed by an exchange or clearinghouse, a default on a contract would deprive a Fund of unrealized profits, transaction costs or the benefits of a currency hedge or could force the Fund to cover its purchase or sale commitments, if any, at the current market price.
 
  Structured Securities. Each Fund may invest in structured securities. Structured securities are securities whose value is determined by reference to changes in the value of specific currencies, interest rates, commodities, indices or other financial indicators (the “Reference”) or the relative change in two or more References.
 
  The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference. Structured securities may be positively or negatively indexed, so that appreciation of the Reference may produce an increase or decrease in the interest rate or value of the security at maturity. In addition, changes in the interest rates or the value of the security at maturity may be a multiple of changes in the value of the Reference. Consequently, structured securities may present a greater degree of market risk than many types of securities and may be more volatile, less liquid and more difficult to price accurately than less complex securities.
 
  REITs. Each Fund may invest in REITs. REITs are pooled investment vehicles that invest primarily in either real estate or real estate related loans. The value of a REIT is affected by changes in the value of the properties owned by the REIT or securing mortgage loans held by the REIT. REITs are dependent upon the ability of the REITs’ managers, and are subject to heavy cash flow dependency, default by borrowers and the qualification of the REITs under applicable regulatory requirements for favorable income tax treatment. REITs are also subject to risks generally associated with investments in real estate including possible declines in the value of real estate, general and local economic conditions, environmental problems and changes in interest rates. To the extent that assets underlying a REIT are concentrated geographically, by property type or in certain other respects, these

 
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  risks may be heightened. A Fund will indirectly bear its proportionate share of any expenses, including management fees, paid by a REIT in which it invests.
 
  Options on Securities, Securities Indices and Foreign Currencies. A put option gives the purchaser of the option the right to sell, and the writer (seller) of the option the obligation to buy, the underlying instrument during the option period. A call option gives the purchaser of the option the right to buy, and the writer (seller) of the option the obligation to sell, the underlying instrument during the option period. Each Fund may write (sell) covered call and put options and purchase put and call options on any securities in which the Fund may invest or on any securities index consisting of securities in which it may invest. A Fund may also, to the extent consistent with its investment policies, purchase and sell (write) put and call options on foreign currencies.
 
  The writing and purchase of options is a highly specialized activity which involves special investment risks. Options may be used for either hedging or cross-hedging purposes, or to seek to increase total return (which is considered a speculative activity). The successful use of options depends in part on the ability of the Investment Adviser to manage future price fluctuations and the degree of correlation between the options and securities (or currency) markets. If the Investment Adviser is incorrect in its expectation of changes in market prices or determination of the correlation between the instruments or indices on which options are written and purchased and the instruments in a Fund’s investment portfolio, the Fund may incur losses that it would not otherwise incur. The use of options can also increase a Fund’s transaction costs. Options written or purchased by the Funds may be traded on either U.S. or foreign exchanges or over-the-counter. Foreign and over-the-counter options will present greater possibility of loss because of their greater illiquidity and credit risks.
 
  Futures Contracts and Options on Futures Contracts. Futures contracts are standardized, exchange-traded contracts that provide for the sale or purchase of a specified financial instrument or currency at a future time at a specified price. An option on a futures contract gives the purchaser the right (and the writer of the option the obligation) to assume a position in a futures contract at a specified exercise price within a specified period of time. A futures contract may be based on particular securities, foreign currencies, securities indices and other financial instruments and indices. The Funds may engage in futures transactions on both U.S. and foreign exchanges.
 
  Each Fund may purchase and sell futures contracts, and purchase and write call and put options on futures contracts, in order to seek to increase total return or to hedge against changes in interest rates, securities prices or, to the extent a Fund invests in foreign securities, currency exchange rates, or to otherwise manage its

 
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  term structure, sector selection and duration in accordance with its investment objective and policies. Each Fund may also enter into closing purchase and sale transactions with respect to such contracts and options. The Trust, on behalf of each Fund, has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act, and therefore is not subject to registration or regulation as a pool operator under that Act with respect to the Funds.
 
  Futures contracts and related options present the following risks:
  n   While a Fund may benefit from the use of futures and options on futures, unanticipated changes in interest rates, securities prices or currency exchange rates may result in poorer overall performance than if the Fund had not entered into any futures contracts or options transactions.
  n   Because perfect correlation between a futures position and a portfolio position that is intended to be protected is impossible to achieve, the desired protection may not be obtained and a Fund may be exposed to additional risk of loss.
  n   The loss incurred by a Fund in entering into futures contracts and in writing call options on futures is potentially unlimited and may exceed the amount of the premium received.
  n   Futures markets are highly volatile and the use of futures may increase the volatility of a Fund’s NAV.
  n   As a result of the low margin deposits normally required in futures trading, a relatively small price movement in a futures contract may result in substantial losses to a Fund.
  n   Futures contracts and options on futures may be illiquid, and exchanges may limit fluctuations in futures contract prices during a single day.
  n   Foreign exchanges may not provide the same protection as U.S. exchanges.

  Equity Swaps. Each Fund may invest in equity swaps. Equity swaps allow the parties to a swap agreement to exchange the dividend income or other components of return on an equity investment (for example, a group of equity securities or an index) for a component of return on another non-equity or equity investment.
 
  An equity swap may be used by a Fund to invest in a market without owning or taking physical custody of securities in circumstances in which direct investment may be restricted for legal reasons or is otherwise deemed impractical or disadvantageous. Equity swaps are derivatives and their value can be very volatile. To the extent that the Investment Adviser does not accurately analyze and predict the potential relative fluctuation of the components swapped with another party, a Fund may suffer a loss, which may be substantial. The value of some components of an equity swap (such as the dividends on a common stock) may also be sensitive to changes in interest rates. Furthermore, a Fund may suffer a loss if the

 
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  counterparty defaults. Because equity swaps are normally illiquid, a Fund may be unable to terminate its obligations when desired.
 
  When-Issued Securities and Forward Commitments. Each Fund may purchase when-issued securities and make contracts to purchase or sell securities for a fixed price at a future date beyond customary settlement time. When-issued securities are securities that have been authorized, but not yet issued. When-issued securities are purchased in order to secure what is considered to be an advantageous price or yield to the Fund at the time of entering into the transaction. A forward commitment involves the entering into a contract to purchase or sell securities for a fixed price at a future date beyond the customary settlement period.
 
  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, a Fund may dispose of when-issued securities or forward commitments prior to settlement if the Investment Adviser deems it appropriate.
 
  Repurchase Agreements. Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. Each Fund may enter into repurchase agreements with securities dealers and banks which furnish collateral at least equal in value or market price to the amount of their repurchase obligation.
 
  If the other party or “seller” defaults, a Fund might 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 bankruptcy of the seller, a Fund could suffer additional losses if a court determines that the Fund’s interest in the collateral is not enforceable.
 
  Certain Funds, together with other registered investment companies having advisory agreements with the Investment Adviser or any of its affiliates, may transfer uninvested cash balances into a single joint account, the daily aggregate balance of which will be invested in one or more repurchase agreements.
 
  Lending of Portfolio Securities. Each Fund may engage in securities lending. Securities lending involves the lending of securities owned by a Fund to financial institutions such as certain broker-dealers including, as permitted by the SEC, Goldman Sachs. The borrowers are required to secure their loans continuously with cash, cash equivalents, U.S. government securities or letters of credit in an amount

 
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  at least equal to the market value of the securities loaned. Cash collateral may be invested by a Fund in short-term investments, including unregistered investment pools managed by the Investment Adviser or its affiliates and from which the Investment Adviser or its affiliates may receive fees. To the extent that cash collateral is so invested, such collateral will be subject to market depreciation or appreciation, and a Fund will be responsible for any loss that might result from its investment of the borrowers’ collateral. If the Investment Adviser determines to make securities loans, the value of the securities loaned may not exceed 33 1/3% of the value of the total assets of a Fund (including the loan collateral). Loan collateral (including any investment of the collateral) is not subject to the percentage limitations described elsewhere in this Prospectus regarding investments in fixed-income securities and cash equivalents.
 
  A Fund may lend its securities to increase its income. A Fund may, however, experience delay in the recovery of its securities or incur a loss if the institution with which it has engaged in a portfolio loan transaction breaches its agreement with the Fund or becomes insolvent.
 
  Short Sales Against-the-Box. Certain Funds may make short sales against-the-box. A short sale against-the-box means that at all times when a short position is open the Fund will own an equal amount of securities sold short, or securities convertible into or exchangeable for, without payment of any further consideration, an equal amount of the securities of the same issuer as the securities sold short.
 
  Preferred Stock, Warrants and Rights. Each Fund may invest in preferred stock, warrants and rights. Preferred stocks are securities that represent an ownership interest providing the holder with claims on the issuer’s earnings and assets before common stock owners but after bond owners. Unlike debt securities, the obligations of an issuer of preferred stock, including dividend and other payment obligations, may not typically be accelerated by the holders of such preferred stock on the occurrence of an event of default or other non-compliance by the issuer of the preferred stock.
 
  Warrants and other rights are options to buy a stated number of shares of common stock at a specified price at any time during the life of the warrant or right. The holders of warrants and rights have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer.
 
  Other Investment Companies. Each Fund may invest in securities of other investment companies (including exchange-traded funds such as SPDRs and iShares SM , as defined below) subject to statutory limitations prescribed by the Investment Company Act of 1940. These limitations include a prohibition on any Fund acquiring more than 3% of the voting shares of any other investment

 
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  company, and a prohibition on investing more than 5% of a Fund’s total assets in securities of any one investment company or more than 10% of its total assets in securities of all investment companies. A Fund will indirectly bear its proportionate share of any management fees and other expenses paid by such other investment companies. Although the Funds do not expect to do so in the foreseeable future, each Fund is authorized to invest substantially all of its assets in a single open-end investment company or series thereof that has substantially the same investment objective, policies and fundamental restrictions as the Fund. Pursuant to an exemptive order obtained from the SEC, other investment companies in which a Fund may invest include money market funds which the Investment Adviser or any of its affiliates serves as investment adviser, administrator or distributor.
 
  Exchange-traded funds such as SPDRs and iShares SM are shares of unaffiliated investment companies which are traded like traditional equity securities on a national securities exchange or the NASDAQ ® National Market System.

  n   Standard & Poor’s Depositary Receipts™. The Funds may, consistent with their investment policies, purchase Standard & Poor’s Depositary Receipts™ (“SPDRs”). SPDRs are securities traded on an exchange that represent ownership in the SPDR Trust, a trust which has been established to accumulate and hold a portfolio of common stocks that is intended to track the price performance and dividend yield of the S&P 500 ® . SPDRs may be used for several reasons, including, but not limited to, facilitating the handling of cash flows or trading, or reducing transaction costs. The price movement of SPDRs may not perfectly parallel the price action of the S&P 500 ® .
 
  n   iShares SM . iShares are shares of an investment company that invests substantially all of its assets in securities included in specified indices, including the MSCI indices for various countries and regions. iShares are listed on an exchange and were initially offered to the public in 1996. The market prices of iShares are expected to fluctuate in accordance with both changes in the NAVs of their underlying indices and supply and demand of iShares on an exchange. However, iShares have a limited operating history and information is lacking regarding the actual performance and trading liquidity of iShares for extended periods or over complete market cycles. In addition, there is no assurance that the requirements of the exchange necessary to maintain the listing of iShares will continue to be met or will remain unchanged. In the event substantial market or other disruptions affecting iShares occur in the future, the liquidity and value of a Fund’s shares could also be substantially and adversely affected. If such disruptions were to occur, a Fund could be required to reconsider the use of iShares as part of its investment strategy.

 
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  Unseasoned Companies. Each Fund may invest in companies which (together with their predecessors) have operated less than three years. The securities of such companies may have limited liquidity, which can result in their being priced higher or lower than might otherwise be the case. In addition, investments in unseasoned companies are more speculative and entail greater risk than do investments in companies with an established operating record.
 
  Private Investments in Public Equity. Certain Funds may purchase equity securities in a private placement that are issued by issuers who have outstanding, publicly-traded equity securities of the same class (“private investments in public equity” or “PIPEs”). Shares in PIPEs generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPEs are restricted as to resale and the Fund cannot freely trade the securities. Generally, such restrictions cause the PIPEs to be illiquid during this time. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
 
  Corporate Debt Obligations. Corporate debt obligations include bonds, notes, debentures, commercial paper and other obligations of corporations to pay interest and repay principal. Each Fund may invest in corporate debt obligations issued by U.S. and certain non-U.S. issuers which issue securities denominated in the U.S. dollar (including Yankee and Euro obligations). In addition to obligations of corporations, corporate debt obligations include securities issued by banks and other financial institutions and supranational entities ( i.e. , the World Bank, the International Monetary Fund, etc.).
 
  Bank Obligations. Each Fund may invest in obligations issued or guaranteed by U.S. or foreign banks. Bank obligations, including without limitation, time deposits, bankers’ acceptances and certificates of deposit, may be general obligations of the parent bank or may be limited to the issuing branch by the terms of the specific obligations or by government regulations. Banks are subject to extensive but different governmental regulations which may limit both the amount and types of loans which may be made and interest rates which may be charged. In addition, the profitability of the banking industry is largely dependent upon the availability and cost of funds for the purpose of financing lending operations under prevailing money market conditions. General economic conditions as well as exposure to credit losses arising from possible financial difficulties of borrowers play an important part in the operation of this industry.

 
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  U.S. Government Securities. Each Fund may invest in U.S. Government Securities. U.S. Government Securities include U.S. Treasury obligations and obligations issued or guaranteed by U.S. government agencies, instrumentalities or sponsored enterprises. U.S. Government Securities may be supported by (a) the full faith and credit of the U.S. Treasury; (b) the right of the issuer to borrow from the U.S. Treasury; (c) the discretionary authority of the U.S. government to purchase certain obligations of the issuer; or (d) only the credit of the issuer. U.S. Government Securities also include Treasury receipts, zero coupon bonds and other stripped U.S. Government Securities, where the interest and principal components of stripped U.S. Government Securities are traded independently.
 
  Custodial Receipts and Trust Certificates. Each Fund may invest in custodial receipts and trust certificates representing interests in securities held by a custodian or trustee. The securities so held may include U.S. Government Securities or other types of securities in which a Fund may invest. The custodial receipts or trust certificates may evidence ownership of future interest payments, principal payments or both on the underlying securities, or, in some cases, the payment obligation of a third party that has entered into an interest rate swap or other arrangement with the custodian or trustee. For certain securities laws purposes, custodial receipts and trust certificates may not be considered obligations of the U.S. government or other issuer of the securities held by the custodian or trustee. If for tax purposes a Fund is not considered to be the owner of the underlying securities held in the custodial or trust account, the Fund may suffer adverse tax consequences. As a holder of custodial receipts and trust certificates, a Fund will bear its proportionate share of the fees and expenses charged to the custodial account or trust. Each Fund may also invest in separately issued interests in custodial receipts and trust certificates.
 
  Mortgage-Backed Securities. Certain Funds may invest in mortgage-backed securities. Mortgage-backed securities represent direct or indirect participations in, or are collateralized by and payable from, mortgage loans secured by real property. Mortgage-backed securities can be backed by either fixed rate mortgage loans or adjustable rate mortgage loans, and may be issued by either a governmental or non-governmental entity. Privately issued mortgage-backed securities are normally structured with one or more types of “credit enhancement.” However, these mortgage-backed securities typically do not have the same credit standing as U.S. government guaranteed mortgage-backed securities.
 
  Mortgage-backed securities may include multiple class securities, including collateralized mortgage obligations (“CMOs”) and Real Estate Mortgage Investment Conduit (“REMIC”) pass-through or participation certificates. A REMIC is a CMO that qualifies for special tax treatment and invests in certain mortgages principally secured by interests in real property and other permitted investments.

 
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  CMOs provide an investor with a specified interest in the cash flow from a pool of underlying mortgages or of other mortgage-backed securities. CMOs are issued in multiple classes each with a specified fixed or floating interest rate and a final scheduled distribution rate. In many cases, payments of principal are applied to the CMO classes in the order of their respective stated maturities, so that no principal payments will be made on a CMO class until all other classes having an earlier stated maturity date are paid in full.
 
  Sometimes, however, CMO classes are “parallel pay,” i.e. , payments of principal are made to two or more classes concurrently. In some cases, CMOs may have the characteristics of a stripped mortgage-backed security whose price can be highly volatile. CMOs may exhibit more or less price volatility and interest rate risk than other types of mortgage-related obligations, and under certain interest rate and payment scenarios, a Fund may fail to recoup fully its investment in certain of these securities regardless of their credit quality.
 
  Mortgaged-backed securities also include stripped mortgage-backed securities (“SMBS”), which are derivative multiple class mortgage-backed securities. SMBS are usually structured with two different classes: one that receives substantially all of the interest payments and the other that receives substantially all of the principal payments from a pool of mortgage loans. The market value of SMBS consisting entirely of principal payments generally is unusually volatile in response to changes in interest rates. The yields on SMBS that receive all or most of the interest from mortgage loans are generally higher than prevailing market yields on other mortgage-backed securities because their cash flow patterns are more volatile and there is a greater risk that the initial investment will not be fully recouped.
 
  Asset-Backed Securities. Certain Funds may invest in asset-backed securities. Asset-backed securities are securities whose principal and interest payments are collateralized by pools of assets such as auto loans, credit card receivables, leases, installment contracts and personal property. Asset-backed securities are often subject to more rapid repayment than their stated maturity date would indicate as a result of the pass-through of prepayments of principal on the underlying loans. During periods of declining interest rates, prepayment of loans underlying asset-backed securities can be expected to accelerate. Accordingly, a Fund’s ability to maintain positions in such securities will be affected by reductions in the principal amount of such securities resulting from prepayments, and its ability to reinvest the returns of principal at comparable yields is subject to generally prevailing interest rates at that time. Asset-backed securities present credit risks that are not presented by mortgage-backed securities. This is because asset-backed securities generally do not have the benefit of a security interest in collateral that is comparable to mortgage assets. If the issuer of an asset-backed security defaults on its payment

 
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  obligations, there is the possibility that, in some cases, the Fund will be unable to possess and sell the underlying collateral and that the Fund’s recoveries on repossessed collateral may not be available to support payments on the securities. In the event of a default, a Fund may suffer a loss if it cannot sell collateral quickly and receive the amount it is owed.
 
  Borrowings. Each Fund can borrow money from banks and other financial institutions in amounts not exceeding one-third of its total assets for temporary or emergency purposes. A Fund may not make additional investments if borrowings exceed 5% of its total assets.
 
  Mortgage Dollar Rolls. Certain Funds may enter into mortgage dollar rolls. A mortgage dollar roll involves the sale by a Fund of securities for delivery in the current month. The Fund simultaneously contracts with the same counterparty to repurchase substantially similar (same type, coupon and maturity) but not identical securities on a specified future date. During the roll period, the Fund loses the right to receive principal and interest paid on the securities sold. However, the Fund benefits to the extent of any difference between (a) the price received for the securities sold and (b) the lower forward price for the future purchase and/or fee income plus the interest earned on the cash proceeds of the securities sold. Unless the benefits of a mortgage dollar roll exceed the income, capital appreciation and gain or loss due to mortgage prepayments that would have been realized on the securities sold as part of the roll, the use of this technique will diminish the Fund’s performance.
 
  Successful use of mortgage dollar rolls depends upon the Investment Adviser’s ability to predict correctly interest rates and mortgage prepayments. If the Investment Adviser is incorrect in its prediction, a Fund may experience a loss. The Funds do not currently intend to enter into mortgage dollar rolls for financing and do not treat them as borrowings.
 
  Yield Curve Options. Certain Funds may enter into options on the yield “spread” or differential between two securities. Such transactions are referred to as “yield curve” options. In contrast to other types of options, a yield curve option is based on the difference between the yields of designated securities, rather than the prices of the individual securities, and is settled through cash payments. Accordingly, a yield curve option is profitable to the holder if this differential widens (in the case of a call) or narrows (in the case of a put), regardless of whether the yields of the underlying securities increase or decrease.
 
  The trading of yield curve options is subject to all of the risks associated with the trading of other types of options. In addition, such options present a risk of loss

 
89


 

  even if the yield of an underlying security remains constant, or if the spread moves in a direction or to an extent which was not anticipated.
 
  Reverse Repurchase Agreements. Certain Funds may enter into reverse repurchase agreements. Reverse repurchase agreements involve the sale of securities held by a Fund subject to the Fund’s agreement to repurchase them at a mutually agreed upon date and price (including interest). These transactions may be entered into as a temporary measure for emergency purposes or to meet redemption requests. Reverse repurchase agreements may also be entered into when the Investment Adviser expects that the interest income to be earned from the investment of the transaction proceeds will be greater than the related interest expense. Reverse repurchase agreements involve leveraging. If the securities held by a Fund decline in value while these transactions are outstanding, the NAV of the Fund’s outstanding shares will decline in value by proportionately more than the decline in value of the securities. In addition, reverse repurchase agreements involve the risk that the investment return earned by a Fund (from the investment of the proceeds) will be less than the interest expense of the transaction, that the market value of the securities sold by a Fund will decline below the price the Fund is obligated to pay to repurchase the securities, and that the securities may not be returned to the Fund.
 
  Municipal Securities. Certain Funds may invest in securities and instruments issued by state and local government issuers. Municipal securities in which a Fund may invest consist of bonds, notes, commercial paper and other instruments (including participating interests in such securities) issued by or on behalf of states, territories and possessions of the United States (including the District of Columbia) and their political subdivisions, agencies or instrumentalities. Such securities may pay fixed, variable or floating rates of interest. Municipal securities are often issued to obtain funds for various public purposes, including the construction of a wide range of public facilities such as bridges, highways, housing, hospitals, mass transportation, schools, streets and water and sewer works. Other public purposes for which municipal securities may be issued include refunding outstanding obligations, obtaining funds for general operating expenses, and obtaining funds to lend to other public institutions and facilities. Municipal securities in which a Fund may invest include private activity bonds, municipal leases, certificates of participation, pre-funded municipal securities and auction rate securities. Dividends paid by the Funds based on investments in municipal securities will be taxable.
 
  Interest Rate Swaps, Mortgage Swaps, Credit Swaps, Currency Swaps, Total Return Swaps, Options on Swaps and Interest Rate Caps, Floors and Collars. Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest, such as an exchange of fixed-

 
90


 

APPENDIX A

  rate payments for floating rate payments. Mortgage swaps are similar to interest rate swaps in that they represent commitments to pay and receive interest. The notional principal amount, however, is tied to a reference pool or pools of mortgages. Credit swaps involve the receipt of floating or fixed rate payments in exchange for assuming potential credit losses on an underlying security. Credit swaps give one party to a transaction the right to dispose of or acquire an asset (or group of assets), or the right to receive a payment from the other party, upon the occurrence of specified credit events. Currency swaps involve the exchange of the parties’ respective rights to make or receive payments in specified currencies. Total return swaps give a Fund the right to receive the appreciation in the value of a specified security, index or other instrument in return for a fee paid to the counterparty, which will typically be an agreed upon interest rate. If the underlying asset in a total return swap declines in value over the term of the swap, the Fund may also be required to pay the dollar value of that decline to the counterparty. Certain Funds may also purchase and write (sell) options contracts on swaps, commonly referred to as swaptions. A swaption is an option to enter into a swap agreement. Like other types of options, the buyer of a swaption pays a non-refundable premium for the option and obtains the right, but not the obligation, to enter into an underlying swap on agreed-upon terms. The seller of a swaption, in exchange for the premium, becomes obligated (if the option is exercised) to enter into an underlying swap on agreed-upon terms. The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to receive payment of interest on a notional principal amount from the party selling such interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling the interest rate floor. An interest rate collar is the combination of a cap and a floor that preserves a certain return within a predetermined range of interest rates.
 
  Certain Funds may enter into the transactions described above for hedging purposes or to seek to increase total return. The use of interest rate, mortgage, credit, currency and total return swaps, options on swaps, and interest rate caps, floors and collars is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Investment Adviser is incorrect in its forecasts of market value, interest rates and currency exchange rates, the investment performance of a Fund would be less favorable than it would have been if these investment techniques were not used.
 
  Loan Participations. Certain Funds may invest in loan participations. A loan participation is an interest in a loan to a U.S. or foreign company or other borrower which is administered and sold by a financial intermediary. A Fund may

 
91


 

  only invest in loans to issuers in whose obligations it may otherwise invest. Loan participation interests may take the form of a direct or co-lending relationship with the corporate borrower, an assignment of an interest in the loan by a co-lender or another participant, or a participation in the seller’s share of the loan. When a Fund acts as co-lender in connection with a participation interest or when it acquires certain participation interests, the Fund will have direct recourse against the borrower if the borrower fails to pay scheduled principal and interest. In cases where the Fund lacks direct recourse, it will look to the agent bank to enforce appropriate credit remedies against the borrower. In these cases, the Fund may be subject to delays, expenses and risks that are greater than those that would have been involved if the Fund had purchased a direct obligation (such as commercial paper) of such borrower. Moreover, under the terms of the loan participation, the Fund may be regarded as a creditor of the agent bank (rather than of the underlying corporate borrower), so that the Fund may also be subject to the risk that the agent bank may become insolvent.
 
  Inverse Floaters. Certain Funds may invest in inverse floating rate debt securities (“inverse floaters”). The interest rate on inverse floaters resets in the opposite direction from the market rate of interest to which the inverse floater is indexed. An inverse floater may be considered to be leveraged to the extent that its interest rate varies by a magnitude that exceeds the magnitude of the change in the index rate of interest. The higher the degree of leverage of an inverse floater, the greater the volatility of its market value.

 
92


 

 
  Appendix B
Financial Highlights
 
  The financial highlights tables are intended to help you understand a Fund’s financial performance for the past five years (or less if the Fund has not been in operation for five years). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions). The information has been audited by PricewaterhouseCoopers LLP whose report, along with a Fund’s financial statements, is included in the Funds’ annual report (available upon request).

BALANCED FUND

                                           
Balanced Fund— Institutional Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 18.66     $ 17.24     $ 16.31     $ 18.38     $ 21.46  
   
Net investment income e
    0.47 a     0.38       0.47       0.54 b     0.62  
Net realized and unrealized gain (loss)
    1.44       1.48       0.95       (2.04 ) b     (2.62 )
   
 
Total from investment operations
    1.91       1.86       1.42       (1.50 )     (2.00 )
   
Distributions to shareholders
                                       
From net investment income
    (0.45 )     (0.44 )     (0.49 )     (0.57 )     (0.82 )
From net realized gains
                            (0.26 )
   
 
Total distributions
    (0.45 )     (0.44 )     (0.49 )     (0.57 )     (1.08 )
   
Net asset value, end of year
  $ 20.12     $ 18.66     $ 17.24     $ 16.31     $ 18.38  
   
Total return g
    10.36 % c     10.88 %     8.95 %     (8.33 )%     (9.56 )%
Net assets at end of year (in 000s)
  $ 2,052     $ 2,127     $ 2,150     $ 2,157     $ 2,379  
Ratio of net expenses to average net assets
    0.80 % c     0.75 %     0.76 %     0.76 %     0.75 %
Ratio of net investment income to average net assets
    2.14 % a     2.08 %     2.85 %     3.01 % b     3.18 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    0.93 %     0.90 %     0.98 %     0.98 %     0.94 %
Ratio of net investment income to average net assets
    2.01 % a     1.93 %     2.63 %     2.79 % b     2.99 %
Portfolio turnover rate d
    228 %     208 %     192 %     169 %     187 %

See page 104 for all footnotes.

 
93


 

RESEARCH SELECT FUND

                                           
Research Select Fund—Institutional Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 6.44     $ 5.73     $ 5.03     $ 7.11     $ 10.78  
   
Net investment income (loss) e
    0.06 a     0.02       f     (0.01 )     (0.03 )
Net realized and unrealized gain (loss)
    0.66       0.69       0.70       (2.07 )     (3.64 )
   
 
Total from investment operations
    0.72       0.71       0.70       (2.08 )     (3.67 )
   
Net asset value, end of year
  $ 7.16     $ 6.44     $ 5.73     $ 5.03     $ 7.11  
   
Total return g
    11.18 %     12.39 %     13.92 %     (29.25 )%     (34.04 )%
Net assets at end of year (in 000s)
  $ 2,149     $ 2,638     $ 2,810     $ 5,220     $ 17,077  
Ratio of net expenses to average net assets
    1.09 %     1.10 %     1.12 %     1.11 %     1.10 %
Ratio of net investment income (loss) to average net assets
    0.89 % a     0.29 %     0.04 %     (0.18 )%     (0.32 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.23 %     1.17 %     1.18 %     1.14 %     1.13 %
Ratio of net investment income (loss) to average net assets
    0.75 % a     0.22 %     (0.02 )%     (0.21 )%     (0.35 )%
Portfolio turnover rate
    51 %     41 %     121 %     107 %     171 %

See page 104 for all footnotes.

 
94


 

APPENDIX B

CAPITAL GROWTH FUND

                                           
Capital Growth Fund— Institutional Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 18.77     $ 17.44     $ 15.71     $ 20.02     $ 29.19  
   
Net investment income e
    0.13 a     0.03       0.06       0.02       0.03  
Net realized and unrealized gain (loss)
    1.75 h     1.30       1.67       (4.30 )     (7.30 )
   
 
Total from investment operations
    1.88       1.33       1.73       (4.28 )     (7.27 )
   
Distributions to shareholders
                                       
From net realized gains
                      (0.03 )     (1.90 )
   
Net asset value, end of year
  $ 20.65     $ 18.77     $ 17.44     $ 15.71     $ 20.02  
   
Total return g
    10.02 %     7.63 %     11.01 %     (21.41 )%     (26.18 )%
Net assets at end of year (in 000s)
  $ 273,418     $ 289,239     $ 303,840     $ 316,020     $ 444,195  
Ratio of net expenses to average net assets
    0.99 %     0.99 %     1.00 %     1.03 %     1.04 %
Ratio of net investment income (loss) to average net assets
    0.68 % a     0.14 %     0.41 %     0.11 %     0.15 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.05 %     1.07 %     1.08 %     1.07 %     1.06 %
Ratio of net investment income (loss) to average net assets
    0.62 % a     0.06 %     0.33 %     0.07 %     0.13 %
Portfolio turnover rate
    34 %     43 %     17 %     11 %     18 %

See page 104 for all footnotes.

 
95


 

GROWTH AND INCOME FUND

                                           
Growth and Income Fund— Institutional Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 23.15     $ 19.44     $ 18.22     $ 19.84     $ 24.91  
   
Net investment income e
    0.52 a     0.31       0.33       0.22       0.11  
Net realized and unrealized gain (loss)
    2.63 h     3.72       1.21       (1.66 )     (5.18 )
   
 
Total from investment operations
    3.15       4.03       1.54       (1.44 )     (5.07 )
   
Distributions to shareholders
                                       
From net investment income
    (0.44 )     (0.32 )     (0.32 )     (0.18 )      
   
Net asset value, end of year
  $ 25.86     $ 23.15     $ 19.44     $ 18.22     $ 19.84  
   
Total return g
    13.83 % i     20.75 %     8.63 %     (7.36 )%     (20.32 )%
Net assets at end of year (in 000s)
  $ 19,226     $ 4,659     $ 3,615     $ 4,539     $ 28,201  
Ratio of net expenses to average net assets
    0.79 %     0.79 %     0.80 %     0.80 %     0.79 %
Ratio of net investment income (loss) to average net assets
    1.94 % a     1.43 %     1.83 %     1.12 %     0.49 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    0.81 %     0.81 %     0.84 %     0.82 %     0.81 %
Ratio of net investment income (loss) to average net assets
    1.92 % a     1.41 %     1.79 %     1.10 %     0.47 %
Portfolio turnover rate
    45 %     54 %     55 %     89 %     40 %

See page 104 for all footnotes.

 
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APPENDIX B

LARGE CAP VALUE FUND

                                           
Large Cap Value Fund— Institutional Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 11.90     $ 9.95     $ 9.29     $ 10.24     $ 10.40  
   
Net investment income e
    0.19 a     0.12       0.12       0.12       0.12  
Net realized and unrealized gain (loss)
    1.66       1.96       0.64       (1.01 )     (0.20 )
   
 
Total from investment operations
    1.85       2.08       0.76       (0.89 )     (0.08 )
   
Distributions to shareholders
                                       
From net investment income
    (0.14 )     (0.13 )     (0.10 )     (0.06 )     (0.08 )
From net realized gains
    (0.09 )                        
   
 
Total distributions
    (0.23 )     (0.13 )     (0.10 )     (0.06 )     (0.08 )
   
Net asset value, end of year
  $ 13.52     $ 11.90     $ 9.95     $ 9.29     $ 10.24  
   
Total return g
    15.61 %     21.07 %     8.27 %     (8.73 )%     (0.81 )%
Net assets at end of year (in 000s)
  $ 321,210     $ 158,316     $ 96,895     $ 78,146     $ 50,740  
Ratio of net expenses to average net assets
    0.85 %     0.85 %     0.86 %     0.86 %     0.85 %
Ratio of net investment income (loss) to average net assets
    1.45 % a     1.07 %     1.31 %     1.19 %     1.09 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    0.86 %     0.88 %     0.90 %     0.92 %     1.43 %
Ratio of net investment income (loss) to average net assets
    1.44 % a     1.04 %     1.27 %     1.13 %     0.51 %
Portfolio turnover rate
    70 %     72 %     78 %     91 %     69 %

See page 104 for all footnotes.

 
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STRATEGIC GROWTH FUND

                                           
Strategic Growth Fund— Institutional Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 8.25     $ 7.93     $ 7.05     $ 9.30     $ 12.58  
   
Net investment income (loss) e
    0.05 a     (0.01 )     (0.01 )     (0.02 )     (0.02 )
Net realized and unrealized gain (loss)
    0.68       0.33       0.89       (2.23 )     (3.26 )
   
 
Total from investment operations
    0.73       0.32       0.88       (2.25 )     (3.28 )
   
Distributions to shareholders
                                       
From net investment income
    (0.04 )                        
From net realized gains
                      f      
   
Net asset value, end of year
  $ 8.94     $ 8.25     $ 7.93     $ 7.05     $ 9.30  
   
Total return g
    8.82 %     4.04 %     12.48 %     (24.17 )%     (26.06 )%
Net assets at end of year (in 000s)
  $ 155,546     $ 129,083     $ 93,806     $ 59,130     $ 45,898  
Ratio of net expenses to average net assets
    1.04 %     1.04 %     1.05 %     1.05 %     1.04 %
Ratio of net investment income (loss) to average net assets
    0.54 % a     (0.07 )%     (0.09 )%     (0.27 )%     (0.15 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.17 %     1.15 %     1.22 %     1.23 %     1.27 %
Ratio of net investment income (loss) to average net assets
    0.41 a     (0.18 )%     (0.26 )%     (0.45 )%     (0.38 )%
Portfolio turnover rate
    46 %     19 %     14 %     40 %     25 %

See page 104 for all footnotes.

 
98


 

APPENDIX B

CONCENTRATED GROWTH FUND

                           
Concentrated Growth Fund—Institutional Shares

For the
Period Ended
August 31,
2005 2004 2003 j

Income (loss) from investment operations
                       
Net asset value, beginning of period
  $ 11.79     $ 11.68     $ 10.00  
   
Net investment income (loss) e
    0.05 a     (0.02 )     (0.03 )
Net realized and unrealized gain
    1.24       0.17       1.71  
   
 
Total from investment operations
    1.29       0.15       1.68  
   
Distributions to shareholders
                       
From net realized gains
    (0.19 )     (0.04 )      
Net asset value, end of period
  $ 12.89     $ 11.79     $ 11.68  
   
Total return g
    10.95 %     1.26 %     16.80 %
Net assets at end of period (in 000s)
  $ 85,571     $ 45,464     $ 27,810  
Ratio of net expenses to average net assets
    1.08 %     1.08 %     1.08 % k
Ratio of net investment income (loss) to average net assets
    0.40 % a     (0.20 )%     (0.32 )% k
Ratios assuming no expense reductions
                       
Ratio of total expenses to average net assets
    1.31 %     1.39 %     2.25 % k
Ratio of net investment income (loss) to average net assets
    0.17 % a     (0.51 )%     (1.49 )% k
Portfolio turnover rate
    46 %     28 %     19 %

See page 104 for all footnotes.

 
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MID CAP VALUE FUND

                                           
Mid Cap Value Fund— Institutional Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 31.01     $ 25.49     $ 24.24     $ 24.35     $ 19.86  
   
Net investment income e
    0.29       0.23       0.29       0.27       0.33  
Net realized and unrealized gain
    8.41       5.53       1.66       0.45       4.36  
   
 
Total from investment operations
    8.70       5.76       1.95       0.72       4.69  
   
Distributions to shareholders
                                       
From net investment income
    (0.19 )     (0.24 )     (0.20 )     (0.21 )     (0.20 )
From net realized gains
    (2.35 )           (0.50 )     (0.62 )      
   
 
Total distributions
    (2.54 )     (0.24 )     (0.70 )     (0.83 )     (0.20 )
   
Net asset value, end of year
  $ 37.17     $ 31.01     $ 25.49     $ 24.24     $ 24.35  
   
Total return g
    29.20 %     22.71 %     8.34 %     3.05 %     23.75 %
Net assets at end of year (in 000s)
  $ 1,253,069     $ 537,533     $ 330,827     $ 318,916     $ 247,212  
Ratio of net expenses to average net assets
    0.82 %     0.84 %     0.85 %     0.87 %     0.89 %
Ratio of net investment income (loss) to average net assets
    0.82 %     0.78 %     1.24 %     1.11 %     1.43 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    0.83 %     0.84 %     0.85 %     0.87 %     0.92 %
Ratio of net investment income (loss) to average net assets
    0.81 %     0.78 %     1.24 %     1.11 %     1.40 %
Portfolio turnover rate
    58 %     71 %     80 %     92 %     101 %

See page 104 for all footnotes.

 
100


 

APPENDIX B

GROWTH OPPORTUNITIES FUND

                                           
Growth Opportunities Fund— Institutional Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 18.97     $ 17.67     $ 14.27     $ 18.26     $ 19.59  
   
Net investment loss e
    (0.12 ) a     (0.08 )     (0.06 )     (0.08 )     (0.07 )
Net realized and unrealized gain (loss)
    3.92       1.38       3.46       (3.91 )     (0.67 )
   
 
Total from investment operations
    3.80       1.30       3.40       (3.99 )     (0.74 )
   
Distributions to shareholders
                                       
From net realized gains
                            (0.59 )
   
Net asset value, end of year
  $ 22.77     $ 18.97     $ 17.67     $ 14.27     $ 18.26  
   
Total return g
    20.03 %     7.36 %     23.83 %     (21.89 )%     (3.79 )%
Net assets at end of year (in 000s)
  $ 739,739     $ 290,601     $ 189,498     $ 134,954     $ 128,182  
Ratio of net expenses to average net assets
    1.09 %     1.09 %     1.13 %     1.11 %     1.14 %
Ratio of net investment income (loss) to average net assets
    (0.54 )% a     (0.40 )%     (0.41 )%     (0.47 )%     (0.34 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.09 %     1.09 %     1.13 %     1.11 %     1.14 %
Ratio of net investment income (loss) to average net assets
    (0.54 )% a     (0.40 )%     (0.41 )%     (0.47 )%     (0.34 )%
Portfolio turnover rate
    62 %     51 %     66 %     69 %     66 %

See page 104 for all footnotes.

 
101


 

SMALL/MID CAP GROWTH FUND

           
Small/Mid Cap Growth Fund—Institutional Shares

Period Ended August 31,

2005 l

Income (loss) from investment operations
       
Net asset value, beginning of period
  $ 10.00  
     
 
Net investment income (loss) e
    f  
Net realized and unrealized gain (loss)
    0.38  
     
 
 
Total from investment operations
    0.38  
     
 
Distributions to shareholders
       
From net investment income
     
From net realized gains
     
     
 
 
Total distributions
     
     
 
Net asset value, end of period
  $ 10.38  
     
 
Total return g
    3.80 %
Net assets at end of period (in 000s)
  $ 5,415  
Ratio of net expenses to average net assets k
    1.10 %
Ratio of net investment income (loss) to average net assets k
    (0.13 )%
Ratios assuming no expense reductions
       
Ratio of total expenses to average net assets k
    16.33 %
Ratio of net investment income (loss) to average net assets k
    (15.36 )%
Portfolio turnover rate
    3 %

See page 104 for all footnotes.

 
102


 

APPENDIX B

SMALL CAP VALUE FUND

                                           
Small Cap Value Fund— Institutional Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 40.09     $ 34.35     $ 28.25     $ 28.98     $ 23.47  
   
Net investment income (loss) e
    0.20       (0.01 )     0.12       0.21       0.25  
Net realized and unrealized gain (loss)
    6.58 h     6.40       6.13       (0.76 )     5.26  
   
 
Total from investment operations
    6.78       6.39       6.25       (0.55 )     5.51  
   
Distributions to shareholders
                                       
From net investment income
                (0.12 )     (0.18 )      
From net realized gains
    (2.63 )     (0.65 )     (0.03 )            
   
 
Total distributions
    (2.63 )     (0.65 )     (0.15 )     (0.18 )      
   
Net asset value, end of year
  $ 44.24     $ 40.09     $ 34.35     $ 28.25     $ 28.98  
   
Total return g
    17.23 % i     18.76 %     22.22 %     (1.91 )%     23.48 %
Net assets at end of year (in 000s)
  $ 655,181     $ 332,947     $ 117,968     $ 90,177     $ 46,211  
Ratio of net expenses to average net assets
    1.08 %     1.09 %     1.11 %     1.11 %     1.10 %
Ratio of net investment income (loss) to average net assets
    0.48 %     (0.04 )%     0.43 %     0.71 %     0.97 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.08 %     1.09 %     1.12 %     1.13 %     1.20 %
Ratio of net investment income (loss) to average net assets
    0.48 %     (0.04 )%     0.42 %     0.69 %     0.87 %
Portfolio turnover rate
    48 %     57 %     58 %     75 %     93 %

See page 104 for all footnotes.

 
103


 

Footnotes:
a
Reflects income recognized from special dividends which amounted to the following amounts per share and average net assets:

                     
Percentage
of Average
Fund Per Share Net Assets

Balanced
  $ 0.04       0.20%      
Research Select
  $ 0.03       0.39%      
Capital Growth
  $ 0.11       0.56%      
Growth and Income
  $ 0.05       0.20%      
Large Cap Value
  $ 0.03       0.21%      
Strategic Growth
  $ 0.05       0.57%      
Concentrated Growth
  $ 0.06       0.51%      
Growth Opportunities
  $ 0.01       0.03%      
b
As required, effective September 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities and reclassifying all paydown losses to income. The effect of this change for the year ended August 31, 2002 was to decrease net investment income per share by $0.02, increase net realized gains and losses per share by $0.02, and decrease the ratio of net investment income to average net assets by 0.14%. Per share ratios and supplemental data for periods prior to September 1, 2001 have not been restated to reflect this change in presentation.
c
The effects of rounding net asset value in connection with a significant transaction during the period resulted in an increase in total return and expense ratio of 0.88% and 0.06% respectively.
d
Includes the effect of mortgage dollar roll transactions.
e
Calculated based on the average shares outstanding methodology.
f
Less than $0.005 per share.
g
Assumes investment at the net asset value at the beginning of the period, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the period and no sales or redemption charges. Total return would be reduced if a sales or redemption charge were taken into account. Total returns for periods less than one full year are not annualized. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
h
Reflects an increase of $0.01, $0.02 and $0.01 due to payments by affiliates during the period to reimburse certain security claims for the Capital Growth, Growth and Income and Small Cap Value Funds, respectively.
i
Performance has not been restated to reflect the impact of security claims recorded during the period. If restated, the performance would have been 13.78% and 17.20% for the Growth and Income and Small Cap Value Funds, respectively.
j
Commenced September 3, 2002.
k
Annualized.
l
Commenced June 30, 2005.
 
104


 

 
  Index
         
    1 General Investment Management Approach
 
    3 Fund Investment Objectives and Strategies
    3   Goldman Sachs Balanced Fund
    5   Goldman Sachs Research Select Fund
    7   Goldman Sachs Capital Growth Fund
    8   Goldman Sachs Growth and Income Fund
    9   Goldman Sachs Large Cap Value Fund
    10   Goldman Sachs Strategic Growth Fund
    11   Goldman Sachs Concentrated Growth Fund
    12   Goldman Sachs Mid Cap Value Fund
    13   Goldman Sachs Growth Opportunities Fund
    14   Goldman Sachs Small/
Mid Cap Growth Fund
    15   Goldman Sachs Small Cap Value Fund
 
    16 Other Investment Practices and Securities
 
    20 Principal Risks of the Funds
 
    25 Fund Performance
 
    36 Fund Fees and Expenses
 
    41 Service Providers
 
    51 Dividends
 
    53 Shareholder Guide
    53   How To Buy Shares
    60   How To Sell Shares
 
    67 Taxation
 
    69 Appendix A
     Additional Information on
     Portfolio Risks, Securities
     and Techniques
 
    93 Appendix B
     Financial Highlights


 

 
  Domestic Equity Funds
Prospectus
(Institutional Shares)

   FOR MORE INFORMATION   

  Annual/Semi-annual Report
  Additional information about the Funds’ investments is available in the Funds’ annual and semi-annual reports to shareholders. In the Funds’ annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during the last fiscal year. A discussion regarding the basis for the Board of Trustees’ approval of the Management Agreement for the Funds is available in the Funds’ annual report dated August 31, 2005.
 
  Statement of Additional Information
  Additional information about the Funds and their policies is also available in the Funds’ Additional Statement. The Additional Statement is incorporated by reference into this Prospectus (is legally considered part of this Prospectus).
 
  The Funds’ annual and semi-annual reports, and the Additional Statement, are available free upon request by calling Goldman Sachs at 1-800-621-2550. You can also access and download the annual and semi-annual reports and the Additional Statement at the Funds’ website: http://www.gs.com/funds.
 
  To obtain other information and for shareholder inquiries:

     
     n  By telephone:
  1-800-621-2550
     n  By mail:
  Goldman Sachs Funds, P.O. Box 06050,
Chicago, IL 60606-6306
     n  By e-mail:
  gs-funds@gs.com
     n  On the Internet:
  SEC EDGAR database – http://www.sec.gov
Goldman Sachs – http://www.gs.com/funds

  You may review and obtain copies of Fund documents (including the Additional Statement) by visiting the SEC’s public reference room in Washington, D.C. You may also obtain copies of Fund documents, after paying a duplicating fee, by writing to the SEC’s Public Reference Section, Washington, D.C. 20549-0102 or by electronic request to: publicinfo@sec.gov. Information on the operation of the public reference room may be obtained by calling the SEC at (202) 942-8090.

The Funds’ investment company registration number is 811-5349.

Goldman Sachs Research Select Fund SM is a service mark of Goldman, Sachs & Co.
GSAM ® is a registered service mark of Goldman, Sachs & Co.

EQDOMPROINST

(GOLDMAN SACHS LOGO)


 

Prospectus
  Service
Shares
 
  December 29, 2005

 GOLDMAN SACHS DOMESTIC EQUITY FUNDS
     
(GRAPHIC)
  n  Goldman Sachs Balanced Fund

n
 Goldman Sachs Research Select Fund SM

n
 Goldman Sachs Capital Growth Fund

n
 Goldman Sachs Growth and Income Fund

n
 Goldman Sachs Large Cap Value Fund

n
 Goldman Sachs Strategic Growth Fund

n
 Goldman Sachs Concentrated Growth Fund

n
 Goldman Sachs Mid Cap Value Fund

n
 Goldman Sachs Growth Opportunities Fund

n
 Goldman Sachs Small/Mid-Cap Growth Fund

n
 Goldman Sachs Small Cap Value Fund

 
  THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
 
  AN INVESTMENT IN A FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN A FUND INVOLVES INVESTMENT RISKS, AND YOU MAY LOSE MONEY IN A FUND.
 
(GOLDMAN SACHS LOGO)


 

         

NOT FDIC-INSURED   May Lose Value   No Bank Guarantee


 

 
  General Investment
Management Approach
 
  Goldman Sachs Asset Management, L.P. (“GSAM ® ”) serves as investment adviser to the Balanced, Research Select, Capital Growth, Growth and Income, Large Cap Value, Strategic Growth, Concentrated Growth, Mid Cap Value, Growth Opportunities, Small/Mid Cap Growth and Small Cap Value Funds. GSAM is referred to in this Prospectus as the “Investment Adviser.”

   VALUE STYLE FUNDS   

  GSAM’s Value Investment Philosophy:
  Through intensive, firsthand fundamental research our portfolio team seeks to identify quality businesses selling at compelling valuations.

  1.  Businesses represent compelling value when:
  n   Market uncertainty exists.
  n   Their economic value is not recognized by the market.

  2.  By quality, we mean companies that have:
  n   Sustainable operating or competitive advantage.
  n   Excellent stewardship of capital.
  n   Capability to earn above their cost of capital.
  n   Strong or improving balance sheets and cash flow.

  Business quality, conservative valuation, and thoughtful portfolio construction are the key elements of our value approach.


   GROWTH STYLE FUNDS   

  GSAM’s Growth Investment Philosophy:
  1.  Invest as if buying the company/business, not simply trading its stock:
  n   Understand the business, management, products and competition.
  n   Perform intensive, hands-on fundamental research.
  n   Seek businesses with strategic competitive advantages.
  n   Over the long-term, expect each company’s stock price ultimately to track the growth in the value of the business.

 
1


 

  2.  Buy high-quality growth businesses that possess strong business franchises, favorable long-term prospects and excellent management.
 
  3.  Purchase superior long-term growth companies at a favorable price—seek to purchase at a fair valuation, giving the investor the potential to fully capture returns from above-average growth rates.

  Growth companies have earnings expectations that exceed those of the stock market as a whole.


  References in this Prospectus to a Fund’s benchmark are for informational purposes only, and unless otherwise noted are not an indication of how the Fund is managed.

 
2


 

 
  Fund Investment Objectives
and Strategies
 
  Goldman Sachs
Balanced Fund
     
FUND FACTS

Objective:
  Long-term growth of capital and current income
Benchmarks:
  S&P 500 ® Index and Lehman Brothers Aggregate Bond Index
Investment Focus:
  Large-cap U.S. equity investments and fixed-income securities
Investment Style:
  Asset Allocation, with growth and value (blend) equity components
Symbols:
  GSBSX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks to provide long-term growth of capital and current income. The Fund seeks growth of capital primarily through equity investments. The Fund seeks to provide current income through investment in fixed-income securities (bonds).

   PRINCIPAL INVESTMENT STRATEGIES   

  Historically, stock and bond markets have often had different cycles, with one asset class rising when the other is falling. A balanced objective seeks to reduce the volatility associated with investing in a single market. There is no guarantee, however, that market cycles will move in opposition to one another or that a balanced investment program will successfully reduce volatility.
 
  The percentage of the portfolio invested in equity and fixed-income securities will vary from time to time as the Investment Adviser evaluates such securities’ relative attractiveness based on market valuations, economic growth and inflation prospects. The allocation between equity and fixed-income securities is subject to the Fund’s intention to pay regular quarterly dividends. The amount of quarterly dividends can also be expected to fluctuate in accordance with factors such as prevailing interest rates and the percentage of the Fund’s assets invested in fixed-income securities.

 
3


 

 
  Goldman Sachs
Balanced Fund
continued

  Equity Investments.  The Fund invests, under normal circumstances, between 45% and 65% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in equity investments. Although the Fund’s equity investments consist primarily of publicly traded U.S. securities, the Fund may invest up to 10% of its Total Assets in foreign equity investments, including issuers in countries with emerging markets or economies (“emerging countries”) and equity investments quoted in foreign currencies. A portion of the Fund’s portfolio of equity investments may be selected primarily to provide current income (including interests in real estate investment trusts (“REITs”), convertible securities, preferred stocks, utility stocks, and interests in limited partnerships).
 
  Fixed Income Securities.  The Fund invests at least 25% of its Total Assets in fixed-income senior securities. The remainder of the Fund’s assets are invested in other fixed-income securities and cash.
 
  The Fund’s fixed-income securities primarily include:
  n   Securities issued by the U.S. government, its agencies, instrumentalities or sponsored enterprises
  n   Securities issued by corporations, banks and other issuers
  n   Mortgage-backed and asset-backed securities

  The Fund may also invest up to 10% of its Total Assets in debt obligations (U.S. dollar and non-U.S.-dollar denominated) issued or guaranteed by one or more foreign governments or any of their political subdivisions, agencies or instrumentalities and foreign corporations or other entities. The issuers of these securities may be located in emerging countries.

 
4


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Research Select Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  S&P 500 ® Index
Investment Focus:
  A focused portfolio of U.S. equity investments that offer the potential for long-term capital appreciation
Investment Style:
  Growth and Value blend
Symbols:
  GSRSX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks to provide long-term growth of capital by investing in a focused portfolio of U.S. equity investments.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in equity investments selected for their potential to achieve capital appreciation over the long term. The Fund seeks to achieve its investment objective by investing, under normal circumstances, in approximately 40-50 companies that are considered by the Investment Adviser to be positioned for long-term growth or are positioned as value opportunities which, in the Investment Adviser’s view, have identifiable competitive advantages and whose intrinsic value is not reflected in the stock price.
 
  The Fund may invest in securities of any capitalization. Although the Fund will invest primarily in publicly traded U.S. securities (including securities of foreign issuers that are traded in the United States), it may invest up to 20% of its Net Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.

 
5


 

 
  Goldman Sachs
Research Select Fund
continued

  A committee of portfolio managers representing the Investment Adviser’s Value and Growth investment teams will meet regularly to discuss stock selection and portfolio construction for the Fund. The Investment Adviser will rely on research generated by the portfolio managers/analysts that comprise the Investment Adviser’s Value and Growth investment teams.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in fixed-income securities, such as government, corporate and bank debt obligations.

 
6


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Capital Growth Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  Russell ® 1000 Growth Index
Investment Focus:
  Large-cap U.S. equity investments that offer long-term capital appreciation potential
Investment Style:
  Growth
Symbols:
  GSPSX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 90% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in equity investments. The Fund seeks to achieve its investment objective by investing in a diversified portfolio of equity investments that are considered by the Investment Adviser to have long-term capital appreciation potential. Although the Fund invests primarily in publicly traded U.S. securities, it may invest up to 10% of its Total Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.

 
7


 

 
  Goldman Sachs
Growth and Income Fund
     
FUND FACTS

Objective:
  Long-term growth of capital and growth of income
Benchmark:
  Russell 1000 ® Value Index
Investment Focus:
  Large-cap U.S. equity investments that are believed to be undervalued
Investment Style:
  Value
Symbols:
  GSGSX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital and growth of income.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 65% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in equity investments that the Investment Adviser considers to have favorable prospects for capital appreciation and/or dividend-paying ability. Although the Fund will invest primarily in publicly traded U.S. securities, it may invest up to 25% of its Total Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.
 
  Other.  The Fund may also invest up to 35% of its Total Assets in fixed-income securities, such as government, corporate and bank debt obligations, that offer the potential to further the Fund’s investment objective.

 
8


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Large Cap Value Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  Russell 1000 ® Value Index
Investment Focus:
  Large-cap U.S. equity investments that are believed to be undervalued
Investment Style:
  Value
Symbols:
  GSVSX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in large-cap U.S. issuers with public stock market capitalizations (based upon shares available for trading on an unrestricted basis) within the range of the market capitalization of companies constituting the Russell 1000 ® Value Index at the time of investment.* If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The capitalization range of the Russell 1000 ® Value Index is currently between $613 million and $377 billion. The Fund seeks its investment objective by investing in value opportunities that the Investment Adviser defines as companies with identifiable competitive advantages whose intrinsic value is not reflected in the stock price. Although the Fund will invest primarily in publicly traded U.S. securities, it may invest up to 25% of its Net Assets in foreign securities, including securities quoted in foreign currencies.
 
  Other.  The Fund may invest up to 20% of its Net Assets in fixed-income securities, such as government, corporate and bank debt obligations.

To the extent required by Securities and Exchange Commission (“SEC”) regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
9


 

 
  Goldman Sachs
Strategic Growth Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  Russell ® 1000 Growth Index
Investment Focus:
  Large-cap U.S. equity investments that are considered to be strategically positioned for consistent long-term growth
Investment Style:
  Growth
Symbols:
  GSTSX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 90% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in equity investments. The Fund seeks to achieve its investment objective by investing in a diversified portfolio of equity investments that are considered by the Investment Adviser to be strategically positioned for consistent long-term growth. Although the Fund invests primarily in publicly traded U.S. securities, it may invest up to 10% of its Total Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.

 
10


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Concentrated Growth Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  Russell ® 1000 Growth Index
Investment Focus:
  Concentrated portfolio of U.S. equity investments that offer long-term capital growth potential
Investment Style:
  Growth
Symbols:
  GCRSX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 90% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in equity investments selected for their potential to achieve capital appreciation over the long term. The Fund seeks to achieve its investment objective by investing, under normal circumstances, in approximately 30-45 companies that are considered by the Investment Adviser to be positioned for long-term growth.
 
  The Fund may invest in securities of companies of any capitalization. Although the Fund invests primarily in publicly traded U.S. securities, it may invest up to 10% of its Total Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.
 
  Other.  The Fund may invest up to 10% of its Total Assets in fixed-income securities, such as government, corporate and bank debt obligations.
 
  The Concentrated Growth Fund is “non-diversified” under the Investment Company Act of 1940, and may invest a large percentage of its assets in fewer issuers than “diversified” mutual funds. Therefore, the Concentrated Growth 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.

 
11


 

 
  Goldman Sachs
Mid Cap Value Fund
     
FUND FACTS

Objective:
  Long-term capital appreciation
Benchmark:
  Russell Midcap ® Value Index
Investment Focus:
  Mid-cap U.S. equity investments that are believed to be undervalued or undiscovered by the marketplace
Investment Style:
  Value
Symbols:
  GSMSX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term capital appreciation.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in mid-cap issuers with public stock market capitalizations (based upon shares available for trading on an unrestricted basis) within the range of the market capitalization of companies constituting the Russell Midcap ® Value Index at the time of investment.* If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The capitalization range of the Russell Midcap ® Value Index is currently between $613 million and $18.3 billion. Although the Fund will invest primarily in publicly traded U.S. securities, it may invest up to 25% of its Net Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in companies with public stock market capitalizations outside the range of companies constituting the Russell Midcap ® Value Index at the time of investment and in fixed-income securities, such as government, corporate and bank debt obligations.

To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
12


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Growth Opportunities Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  Russell Midcap ® Growth Index
Investment Focus:
  U.S. equity investments that offer long-term capital appreciation potential with a primary focus on mid-cap companies
Investment Style:
  Growth
Symbols:
  GGOSX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 90% of its total assets (not including securities lending collateral and any investment of that collateral) measured at time of purchase (“Total Assets”) in equity investments with a primary focus on mid-cap companies. The Fund seeks to achieve its investment objective by investing in a diversified portfolio of equity investments that are considered by the Investment Adviser to be strategically positioned for long-term growth. Although the Fund invests primarily in publicly traded U.S. securities, it may invest up to 10% of its Total Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.

 
13


 

 
  Goldman Sachs
Small/Mid Cap Growth Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  Russell 2500 ® Growth Index
Investment Focus:
  U.S. equity investments that offer long-term capital appreciation potential with a primary focus on small and mid-cap companies
Investment Style:
  Growth
Symbol:
  GSMQX
 

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equities.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at the time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in small and mid-cap issuers with public stock market capitalizations (based upon shares available for trading on an unrestricted basis) within the range of the market capitalization of companies constituting the Russell 2500 ® Growth Index at the time of investment.* If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The capitalization range of the Russell 2500 ® Growth Index is currently between $31 million and $11.0 billion. The Fund seeks to achieve its investment objective by investing in equity investments that are considered by the Investment Adviser to be strategically positioned for long-term growth. Although the Fund invests primarily in publicly traded U.S. securities, it may invest up to 20% of its Net Assets in foreign securities, including issuers in emerging countries and securities quoted in foreign currencies.
 
  Other.  The Fund may invest up to 20% of its Net Assets in fixed-income securities, such as government, corporate and bank debt obligations.

To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in the Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
14


 

FUND INVESTMENT OBJECTIVES AND STRATEGIES
 
  Goldman Sachs
Small Cap Value Fund
     
FUND FACTS

Objective:
  Long-term growth of capital
Benchmark:
  Russell 2000 ® Value Index
Investment Focus:
  Small-cap U.S. equity investments that are believed to be undervalued or undiscovered by the marketplace
Investment Style:
  Value
Symbols:
  GSSSX

   INVESTMENT OBJECTIVE   

  The Fund seeks long-term growth of capital.

   PRINCIPAL INVESTMENT STRATEGIES   

  Equity Investments.  The Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (“Net Assets”) in a diversified portfolio of equity investments in small-cap issuers with public stock market capitalizations (based upon shares available for trading on an unrestricted basis) within the range of the market capitalization of companies constituting the Russell 2000 ® Value Index at the time of investment.* If the market capitalization of a company held by the Fund moves outside this range, the Fund may, but is not required to, sell the securities. The capitalization range of the Russell 2000 ® Value Index is currently between $57 million and $3.2 billion. Under normal circumstances, the Fund’s investment horizon for ownership of stocks will be two to three years. Although the Fund will invest primarily in publicly traded U.S. securities, it may invest up to 25% of its Net Assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.
 
  Other.  The Fund may invest in the aggregate up to 20% of its Net Assets in companies with public stock market capitalizations outside the range of companies constituting the Russell 2000 ® Value Index at the time of investment and in fixed-income securities, such as government, corporate and bank debt obligations.

To the extent required by SEC regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its Net Assets in the particular type of investment suggested by its name.
 
15


 

 
Other Investment Practices
and Securities

The table below identifies some of the investment techniques that may (but are not required to) be used by the Funds in seeking to achieve their investment objectives. The table also highlights the differences among the Funds in their use of these techniques and other investment practices and investment securities. Numbers in this table show allowable usage only; for actual usage, consult the Funds’ annual/ semi-annual reports. For more information about these and other investment practices and securities, see Appendix A. Each Fund publishes on its website (http://www.gs.com/funds) complete portfolio holdings for the Fund as of the end of each calendar quarter subject to a fifteen calendar-day lag between the date of the information and the date on which the information is disclosed. In addition, the Funds publish on their website month-end top ten holdings subject to a ten calendar-day lag between the date of the information and the date on which the information is disclosed. This information will be available on the website until the date on which a Fund files its next quarterly portfolio holdings report on Form N-CSR or Form N-Q with the SEC. In addition, a description of the Funds’ policies and procedures with respect to the disclosure of a Fund’s portfolio securities is available in the Funds’ Statement of Additional Information (“Additional Statement”).

                 
10  Percent of total assets (including securities lending collateral) (italic type)
10 Percent of net assets (excluding borrowings for investment purposes) (roman type)
•     No specific percentage limitation on usage;
      limited only by the objectives and strategies Research Capital Growth
      of the Fund Balanced Select Growth and Income
—  Not permitted Fund Fund Fund Fund

Investment Practices            
Borrowings
  33 1/3   33 1/3   33 1/3   33 1/3
Credit, Currency, Index, Interest Rate,
Total Return and Mortgage Swaps
*
  15      
Cross Hedging of Currencies
       
Custodial Receipts and Trust Certificates
       
Equity Swaps *
  15   15   15   15
Foreign Currency Transactions **
   • 1      
Futures Contracts and Options on Futures
Contracts
       
Interest Rate Caps, Floors and Collars
       
Investment Company Securities (including iShares SM
and Standard & Poor’s Depositary Receipts )
  10   10   10   10
Loan Participations
       
Mortgage Dollar Rolls
       
Options on Foreign Currencies 2
       
Options on Securities and Securities Indices 3
       
Repurchase Agreements
       
Reverse Repurchase Agreements (for investment
purposes)
       
Securities Lending
  33 1/3   33 1/3   33 1/3   33 1/3
Short Sales Against the Box
  25   25   25   25
Unseasoned Companies
       
Warrants and Stock Purchase Rights
       
When-Issued Securities and Forward Commitments
       

 
*
Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
**
Limited by the amount the Fund invests in foreign securities.
1
The Balanced Fund may also enter into forward foreign currency exchange contracts to seek to increase total return.
2
The Funds may purchase and sell call and put options.
3
The Funds may sell covered call and put options and purchase call and put options.
 
16


 

OTHER INVESTMENT PRACTICES AND SECURITIES






                         
Large Cap Strategic Concentrated Mid Cap Growth Small/ Small Cap
Value Growth Growth Value Opportunities Mid Cap Growth Value
Fund Fund Fund Fund Fund Fund Fund

 
33 1/3
  33 1/3   33 1/3   33 1/3   33 1/3   33 1/3   33 1/3

           
           
           
15
  15   15   15   15   15   15
           

           
           

10
  10   10   10   10   10   10
           
           
           
           
           

           
33 1/3
  33 1/3   33 1/3   33 1/3   33 1/3   33 1/3   33 1/3
25
  25   25   25   25   25   25
           
           
           

 
17


 

                                 
10  Percent of Total Assets (excluding securities lending collateral) (italic type)
10 Percent of Net Assets (including borrowings for investment purposes) (roman type)
•     No specific percentage limitation on usage;
      limited only by the objectives and strategies Research Capital Growth
      of the Fund Balanced Select Growth and Income
—  Not permitted Fund Fund Fund Fund

Investment Securities                        
American, European and Global Depositary
Receipts
                       
Asset-Backed and Mortgage-Backed Securities 4
                       
Bank Obligations 4
                       
Convertible Securities 5
                       
Corporate Debt Obligations 4
                       
Equity Investments
    45-65       80 +     90 +     65 +
Emerging Country Securities
    10 6       20 6     10 6     25 6
Fixed-Income Securities 7
    35-45 8,11       20             35  
Foreign Securities
    20 6       20 6     10 6     25 6
Foreign Government Securities 4
    10 11                    
Municipal Securities
                       
Non-Investment Grade Fixed-Income Securities
    10 12       10 13     10 13     10 13
Private Investments in Public Equity (“PIPEs”)
                       
Real Estate Investment Trusts (“REITs”)
                       
Stripped Mortgage Backed Securities 4
                       
Structured Securities *
                       
Temporary Investments
    100       100       100       100  
U.S. Government Securities 4
                       
Yield Curve Options and Inverse Floating Rate
Securities
                       

 
   *
Limited to 15% of net assets (together with other illiquid securities) for all structured securities which are not deemed to be liquid and all swap transactions.
    4
Limited by the amount the Fund invests in fixed income securities.
    5
Convertible securities purchased by the Balanced Fund must be B or higher by Standard & Poor’s Rating Group (“Standard & Poor’s”) or Moody’s Investors Service, Inc. (“Moody’s”) or have a comparable rating by another nationally recognized statistical rating organization (“NRSRO”). The Research Select Fund has no minimum rating criteria. All other Funds use the same rating criteria for convertible and non-convertible debt securities.
    6
The Balanced, Capital Growth, Growth and Income, Strategic Growth, Concentrated Growth and Growth Opportunities Funds may invest in the aggregate up to 20%, 10%, 25%, 10%, 10% and 10%, respectively, of their Total Assets in foreign securities, including emerging country securities. The Research Select, Large Cap Value, Mid Cap Value, Small/Mid Cap Growth and Small Cap Value Funds may invest in the aggregate up to 20%, 25%, 25%, 20% and 25%, respectively, of their Net Assets in foreign securities, including emerging country securities.
    7
Except as noted under “Convertible Securities” and “Non-Investment Grade Fixed-Income Securities,” fixed-income securities must be investment grade (i.e., BBB or higher by Standard & Poor’s, Baa or higher by Moody’s or have a comparable rating by another NRSRO).
    8
The Balanced Fund invests at least 25% of its Total Assets in fixed-income senior securities; the remainder may be invested in other fixed-income securities and cash.
    9
The Mid Cap Value Fund may invest in the aggregate up to 20% of its Net Assets in: (i) securities of companies with public stock market capitalizations outside the range of companies constituting the Russell Midcap Value Index at the time of investment; and (ii) fixed-income securities.
 
18


 

OTHER INVESTMENT PRACTICES AND SECURITIES

                                                     
Large Cap Strategic Concentrated Mid Cap Growth Small/Mid Cap Small Cap
Value Growth Growth Value Opportunities Growth Value
Fund Fund Fund Fund Fund Fund Fund

 
 
                                     
                                       
                                       
                                       
                                       
  80 +     90 +     90 +     80 +     90 +     80 +     80 +
  25 6     10 6     10 6     25 6     10 6     20 6     25 6
  20             10       20 9           20       20 10
  25 6     10 6     10 6     25 6     10 6     20 6     25 6
                                       
                                       
  10 13     10 13           10 14     10 13     20 13     20 13
                                       
                                       
                                       
                                       
  100       100       100       100       100       100       100  
                                       
 
                                     

 
  10
The Small Cap Value Fund may invest in the aggregate up to 20% of its Net Assets in: (1) securities of companies with public stock market capitalizations outside the range of companies constituting the Russell 2000 ® Value Index at the time of investment; and (2) fixed-income securities.
    11
The Balanced Fund may invest up to 10% of its Total Assets in debt obligations (U.S. dollar and non-U.S.-dollar denominated) issued or guaranteed by one or more foreign governments or any of their political subdivisions, agencies or instrumentalities and foreign corporations or other entities.
  12
Must be at least BB or B by Standard & Poor’s, Ba or B by Moody’s or have a comparable rating by another NRSRO at the time of investment.
  13
May be BB or lower by Standard & Poor’s, Ba or lower by Moody’s or have a comparable rating by another NRSRO at the time of investment.
  14
Must be B or higher by Standard & Poor’s, B or higher by Moody’s or have a comparable rating by another NRSRO at the time of investment.
 
19


 

 
Principal Risks of the Funds

Loss of money is a risk of investing in each Fund. An investment in a Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The following summarizes important risks that apply to the Funds and may result in a loss of your investment. None of the Funds should be relied upon as a complete investment program. There can be no assurance that a Fund will achieve its investment objective.

                 
Growth
Research Capital and
•   Applicable Balanced Select Growth Income
— Not applicable Fund Fund Fund Fund

Credit/ Default
       
Foreign
       
Emerging Countries
       
Stock
       
Derivatives
       
Interest Rate
       
Management
       
Market
       
Liquidity
       
Investment Style
       
Mid Cap and Small Cap
       
Initial Public Offering (“IPO”)
       
Non-Diversification
       

 
20


 

PRINCIPAL RISKS OF THE FUNDS

                         
Small/Mid
Large Cap Strategic Concentrated Mid Cap Growth Cap Small Cap
Value Growth Growth Value Opportunities Growth Value
Fund Fund Fund Fund Fund Fund Fund

           
           
           
           
           
           
           
           
           
           
           
           
           

 
21


 

All Funds:
n   Credit/ Default Risk —The risk that an issuer or guarantor of fixed-income securities held by a Fund may default on its obligation to pay interest and repay principal.
n   Foreign Risk —The risk that when a Fund invests in foreign securities, it will be subject to risk of loss not typically associated with domestic issuers. Loss may result because of less foreign government regulation, less public information and less economic, political and social stability. Loss may also result from the imposition of exchange controls, confiscations and other government restrictions. A Fund will also be subject to the risk of negative foreign currency rate fluctuations. Foreign risks will normally be greatest when a Fund invests in issuers located in emerging countries.
n   Emerging Countries Risk —The securities markets of Asian, Latin, Central and South American, Eastern European, Middle Eastern, African and other emerging countries are less liquid, are especially subject to greater price volatility, have smaller market capitalizations, have less government regulation and are not subject to as extensive and frequent accounting, financial and other reporting requirements as the securities markets of more developed countries. Further, investment in equity securities of issuers located in certain emerging countries involves risk of loss resulting from problems in share registration and custody and substantial economic and political disruptions. These risks are not normally associated with investments in more developed countries.
n   Stock Risk —The risk that stock prices have historically risen and fallen in periodic cycles. Recently, U.S. and foreign stock markets have experienced substantial price volatility.
n   Derivatives Risk —The risk that loss may result from a Fund’s investments in options, futures, swaps, structured securities and other derivative instruments. These instruments may be leveraged so that small changes may produce disproportionate losses to a Fund.
n   Interest Rate Risk —The risk that when interest rates increase, fixed income securities held by a Fund will decline in value. Long-term fixed-income securities will normally have more price volatility because of this risk than short-term fixed-income securities.
n   Management Risk —The risk that a strategy used by the Investment Adviser may fail to produce the intended results.
n   Market Risk —The risk that the value of the securities in which a Fund invests may go up or down in response to the prospects of individual companies, particular industry sectors or governments and/or general economic conditions. Price changes may be temporary or last for extended periods. A Fund’s investments may be overweighted from time to time in one or more industry sectors, which will increase the Fund’s exposure to risk of loss from adverse developments affecting those sectors.

 
22


 

PRINCIPAL RISKS OF THE FUNDS

n   Liquidity Risk —The risk that a Fund will not be able to pay redemption proceeds within the time period stated in this Prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. Funds that invest in non-investment grade fixed-income securities, small and mid-capitalization stocks, REITs and emerging country issuers will be especially subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities within particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions whether or not accurate. The Goldman Sachs Asset Allocation Portfolios (the “Asset Allocation Portfolios”) expect to invest a significant percentage of their assets in the Funds and other funds for which GSAM or an affiliate now or in the future acts as investment adviser or underwriter. Redemptions by an Asset Allocation Portfolio of its position in a Fund may further increase liquidity risk and may impact a Fund’s net asset value (“NAV”).
n   Investment Style Risk —Different investment styles tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment. A Fund may outperform or underperform other funds that employ a different investment style. Examples of different investment styles include growth and value investing. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company’s growth of earnings potential. Growth companies are often expected by investors to increase their earnings at a certain rate. When these expectations are not met, investors can punish the stocks inordinately even if earnings showed an absolute increase. Also, since growth companies usually invest a high portion of earnings in their business, growth stocks may lack the dividends of some value stocks that can cushion stock prices in a falling market. Growth oriented funds will typically underperform when value investing is in favor. Value stocks are those that are undervalued in comparison to their peers due to adverse business developments or other factors.

Specific Funds:

n   Mid Cap and Small Cap Risk —The securities of small capitalization and 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. Securities of such issuers may lack sufficient market liquidity to enable a Fund to effect sales at an advantageous time or without a substantial drop in price. Both mid-cap and small-cap companies often have narrower markets and more limited managerial and financial resources than larger, more established companies. As a result, their performance can be more volatile and they face greater risk of business failure, which could increase the volatility of a Fund’s portfolio. Generally, the smaller the company size, the greater these risks.
 
23


 

n   IPO Risk —The risk that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. When a Fund’s asset base is small, a significant portion of the Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the Fund’s assets grow, the effect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reduce the Fund’s performance.
n   Non-diversification Risk —The Concentrated Growth Fund is not diversified, which means it may invest a larger percentage of its assets in fewer issuers than a “diversified” mutual fund. Under normal circumstances, the Fund intends to invest in approximately 30-45 companies. As a result of the relatively small number of issuers in which the Fund generally invests, it may be subject to greater risks than a more diversified fund. A change in the value of any single investment held by the Fund may affect the overall value of the Fund more than it would affect a diversified mutual fund that holds more investments. In particular, the Fund may be more susceptible to adverse developments affecting any single issuer in the Fund and may be susceptible to greater losses because of these developments.

More information about the Funds’ portfolio securities and investment techniques, and their associated risks, is provided in Appendix A. You should consider the investment risks discussed in this section and in Appendix A. Both are important to your investment choice.

 
24


 

 
  Fund Performance

   HOW THE FUNDS HAVE PERFORMED   

  The bar chart and table provide an indication of the risks of investing in a Fund by showing: (a) changes in the performance of a Fund’s Service Shares from year to year; and (b) how the average annual total returns of a Fund’s Service Shares compare to those of broad-based securities market indices. The bar chart (including “Best Quarter” and “Worst Quarter” information) and table assume reinvestment of dividends and distributions. A Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Performance reflects expense limitations in effect. If expense limitations were not in place, a Fund’s performance would have been reduced. No performance for the Small/Mid Cap Growth Fund is provided because the Fund has less than one calendar year’s performance.

   INFORMATION ON AFTER-TAX RETURNS   

  These definitions apply to the after-tax returns.
 
  Average Annual Total Returns Before Taxes.  These returns do not reflect taxes on distributions on a Fund’s Service Shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by you.
 
  Average Annual Total Returns After Taxes on Distributions.  These returns assume that taxes are paid on distributions on a Fund’s Service Shares ( i.e. , dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the Service Shares at the end of the performance period.
 
  Average Annual Total Returns After Taxes on Distributions and Sale of Shares.  These returns reflect taxes paid on distributions on a Fund’s Service Shares and taxes applicable when the shares are redeemed (sold).
 
  Note on Tax Rates.  The after-tax performance figures are calculated using the historical highest individual federal marginal income tax rates at the time of the distributions and do not reflect state and local taxes. In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. Under certain circumstances, the addition of the tax benefits from capital losses resulting from redemptions may cause the Returns After Taxes on Distributions and Sale of Fund Shares to be greater than the Returns After Taxes on Distributions or even the Returns Before Taxes.

 
25


 

Balanced Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Service Shares for the
9-month period ended
September 30, 2005
was +1.45%.

Best Quarter*
Q2 ’03           +8.86%


Worst Quarter*
Q3 ’98           -8.76%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Service Shares (Inception 8/15/97)
                       
Returns Before Taxes
    9.82%       1.92%       3.14%  
Returns After Taxes on Distributions**
    9.33%       1.01%       1.75%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    6.61%       1.11%       1.86%  
S&P 500 ® Index***
    10.88%       -2.30%       5.29%  
Lehman Brothers Aggregate Bond Index****
    4.34%       7.70%       6.87%  

 
    *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement account.
  ***
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.
****
The Lehman Brothers Aggregate Bond Index is an unmanaged index of bond prices. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
26


 

FUND PERFORMANCE

Research Select Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Service Shares for the
9-month period ended
September 30, 2005
was +0.57%.

Best Quarter*
Q2 ’03           +15.55%


Worst Quarter*
Q3 ’01           -23.32%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                 
For the period ended December 31, 2004 1 Year Since Inception

Service Shares (Inception 6/19/00)
               
Returns Before Taxes
    12.91%       -7.61%  
Returns After Taxes on Distributions**
    12.91%       -7.61%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    8.39%       -6.33%  
S&P 500 Index***
    10.88%       -2.89%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
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.
 

From June 19, 2000 to September 22, 2002, under normal circumstances, the Fund purchased only equity securities that were included in the Goldman Sachs Global Investment Research Division’s U.S. Select List. On September 23, 2002, certain changes to the Fund’s portfolio management team and principal investment strategies became effective, and the Fund no longer invests in the U.S. Select List which has been discontinued.
 
27


 

Capital Growth Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Service Shares for the
9-month period ended
September 30, 2005
was -0.80%.

Best Quarter*
Q4 ’98           +24.32%


Worst Quarter*
Q3 ’01           -16.59%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Service Shares (Inception 8/15/97)
                       
Returns Before Taxes
    8.65%       -4.71%       4.92%  
Returns After Taxes on Distributions**
    8.65%       -5.07%       3.69%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    5.63%       -4.06%       3.74%  
Russell 1000 Growth Index***
    6.30%       -9.28%       2.19%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The Russell 1000 Growth Index is an unmanaged index that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
28


 

FUND PERFORMANCE

Growth and Income Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Service Shares for the
9-month period ended
September 30, 2005
was +2.90%.

Best Quarter*
Q2 ’97           +15.16%


Worst Quarter*
Q3 ’98           -16.98%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Service Shares (Inception 3/6/96)
                       
Returns Before Taxes
    18.21%       1.73%       5.87%  
Returns After Taxes on Distributions**
    18.00%       1.56%       4.73%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    12.08%       1.40%       4.44%  
Russell 1000 ® Value Index***
    16.49%       5.27%       10.88%  
S&P 500 ® Index***
    10.88%       -2.30%       8.91%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
Effective June 1, 2005, the Russell 1000 Value Index replaced the S&P 500 Index as the Fund’s benchmark. The Russell 1000 Value Index is an unmanaged market capitalization weighted index of the 1,000 largest U.S. companies with lower price-to-book ratios and higher forecasted growth values. The S&P 500 Index (with dividends reinvested) is the Standard & Poor’s 500 Composite Stock Price Index of 500 stocks, an unmanaged index of common stock prices. In the Investment Adviser’s opinion, the Russell 1000 Value Index is a more appropriate benchmark against which to measure the performance of the Fund. The Index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.
 
29


 

Large Cap Value Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Service Shares for the
9-month period ended
September 30, 2005
was +4.31%.

Best Quarter*
Q4 ’03           +12.99%



Worst Quarter*
Q3 ’02           -14.24%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Service Shares (Inception 12/15/99)
                       
Returns Before Taxes
    18.68%       6.27%       6.21%  
Returns After Taxes on Distributions**
    18.41%       6.06%       6.00%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    12.50%       5.33%       5.28%  
Russell 1000 ® Value Index***
    16.49%       5.26%       5.61%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The Russell 1000 ® Value Index is an unmanaged market capitalization weighted index of the 1,000 largest ranking U.S. companies with lower price-to-book ratios and lower forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
30


 

FUND PERFORMANCE

Strategic Growth Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Service Shares for the
9-month period ended
September 30, 2005
was -1.35%.

Best Quarter*
Q2 ’03           +13.98%


Worst Quarter*
Q3 ’01           -18.26%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Service Shares (Inception 5/24/99)
                       
Returns Before Taxes
    5.70%       -5.83%       -2.08%  
Returns After Taxes on Distributions**
    5.70%       -5.83%       -2.09%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    3.70%       -4.86       -1.76%  
Russell 1000 ® Growth Index***
    6.30%       -9.28       -4.46%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The Russell 1000 ® Growth Index is an unmanaged index that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
31


 

Concentrated Growth Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Service Shares for the
9-month period ended
September 30, 2005
was -0.78%.

Best Quarter*
Q2 ’03           +15.76%


Worst Quarter*
Q3 ’04              -4.55%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                 
For the period ended December 31, 2004 1 Year Since Inception

Service Shares (Inception 9/3/02)
               
Returns Before Taxes
    3.34%       11.99%  
Returns After Taxes on Distributions**
    3.12%       11.87%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    2.46%       10.30%  
Russell 1000 ® Growth Index***
    6.30%       12.81%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
**
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The Russell 1000 ® Growth Index is an unmanaged index that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
32


 

FUND PERFORMANCE

Mid Cap Value Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Service Shares for the
9-month period ended
September 30, 2005
was +11.62%.

Best Quarter*
Q2 ’99           +21.13%


Worst Quarter*
Q3 ’98           -20.81%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Service Shares (Inception 7/18/97)
                       
Returns Before Taxes
    25.32%       17.35%       11.02%  
Returns After Taxes on Distributions**
    23.99%       16.72%       9.40%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    18.12%       15.11%       8.72%  
Russell Midcap ® Value Index***
    23.71%       13.47%       11.31%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
 **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The Russell Midcap ® Value Index is an unmanaged index of common stock prices that measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
33


 

Growth Opportunities Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Service Shares for the
9-month period ended
September 30, 2005
was +2.36%.

Best Quarter*
Q4 ’01           +24.12%


Worst Quarter*
Q3 ’01           -22.32%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Service Shares (Inception 5/24/99)
                       
Returns Before Taxes
    15.80%       7.99%       15.66%  
Returns After Taxes on Distributions**
    15.80%       7.73%       15.28%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    10.27%       6.77%       13.60%  
Russell Midcap ® Growth Index***
    15.48%       -3.35%       3.27%  

 
  *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
 **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
 ***
Russell Midcap ® Growth Index is an unmanaged index that measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
34


 

FUND PERFORMANCE

Small Cap Value Fund

     
TOTAL RETURN CALENDAR YEAR

The total return for
Service Shares for
the 9-month period ended
September 30, 2005
was +0.33%.

Best Quarter*
Q2 ’99           +30.02%


Worst Quarter*
Q3 ’98           -32.23%
  (TOTAL RETURN BAR GRAPH)

   AVERAGE ANNUAL TOTAL RETURN   

                         
For the period ended December 31, 2004 1 Year 5 Years Since Inception

Service Shares (Inception 8/15/97)
                       
Returns Before Taxes
    18.75%       20.05%       11.12%  
Returns After Taxes on Distributions**
    17.67%       19.71%       10.13%  
Returns After Taxes on Distributions and Sale of Fund Shares**
    13.55%       17.74%       9.22%  
Russell 2000 ® Value Index***
    22.25%       17.21%       11.65%  

 
   *
Please note that “Best Quarter” and “Worst Quarter” figures are applicable only to the time period covered by the bar chart.
  **
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In addition, the after-tax returns shown are not relevant to investors who hold Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
***
The Russell 2000 ® Value Index is an unmanaged index of common stock prices that measures the performance of those Russell 2,000 companies with lower price-to-book ratios and lower forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes.
 
35


 

 
Fund Fees and Expenses (Service Shares)

This table describes the fees and expenses that you would pay if you buy and hold Service Shares of a Fund.

                                   
Growth
Research Capital and
Balanced Select Growth Income
Fund Fund Fund Fund

Shareholder Fees
(fees paid directly from your investment):
                               
Maximum Sales Charge (Load) Imposed on Purchases
    None       None       None       None  
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
    None       None       None       None  
Redemption Fees
    None       None       None       None  
Exchange Fees
    None       None       None       None  
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 1
                               
Management Fees 1
    0.65%       1.00%       0.95%       0.70%  
Other Expenses*
    0.76%       0.73%       0.60%       0.61%  
 
Service Fees 2
    0.25 %     0.25 %     0.25 %     0.25 %
 
Shareholder Administration Fees
    0.25 %     0.25 %     0.25 %     0.25 %
 
All Other Expenses 3
    0.26 %     0.23 %     0.10 %     0.11 %

Total Fund Operating Expenses 1*
    1.41%       1.73%       1.55%       1.31%  

See pages 38-39 for all other footnotes.

  The “Management Fees,” “Other Expenses” and “Total Fund Operating Expenses” (after any waivers and expense limitations) of the Funds are as set forth below. The waivers and expense limitations may be modified or terminated at any time at the option of the Investment Adviser. If this occurs, “Other Expenses” and “Total Fund Operating Expenses” may increase without shareholder approval.  
                                   
Growth
Research Capital and
Balanced Select Growth Income
Fund Fund Fund Fund

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets): 1
                               
Management Fees 1
    0.65%       0.95%       0.95%       0.70%  
Other Expenses
    0.60%       0.60%       0.54%       0.59%  
 
Service Fees 2
    0.25 %     0.25 %     0.25 %     0.25 %
 
Shareholder Administration Fees
    0.25 %     0.25 %     0.25 %     0.25 %
 
All Other Expenses 3
    0.10 %     0.10 %     0.04 %     0.09 %

Total Fund Operating Expenses (after
current waivers and expense limitations)
    1.25%       1.55%       1.49%       1.29%  

 
36


 

FUND FEES AND EXPENSES

                                                     
Small/Mid
Large Cap Strategic Concentrated Mid Cap Growth Cap Small Cap
Value Growth Growth Value Opportunities Growth Value
Fund Fund Fund Fund Fund Fund Fund

 
 None
      None       None       None       None       None       None  
   None       None       None       None       None       None       None  
   None       None       None       None       None       None       None  
   None       None       None       None       None       None       None  
 
 
  0.75%       1.00%       1.00%       0.71%       1.00%       1.00%       1.00%  
  0.61%       0.67%       0.81%       0.58%       0.59%       2.95%       0.58%  
  0.25 %     0.25 %     0.25 %     0.25 %     0.25 %     0.25 %     0.25 %
  0.25 %     0.25 %     0.25 %     0.25 %     0.25 %     0.25 %     0.25 %
  0.11 %     0.17 %     0.31 %     0.08 %     0.09 %     2.45 %     0.08 %

  1.36%       1.67%       1.81%       1.29%       1.59%       3.95%       1.58%  

                                                     
Small/Mid
Large Cap Strategic Concentrated Mid Cap Growth Cap Small Cap
Value Growth Growth Value Opportunities Growth Value
 Fund  Fund  Fund  Fund  Fund Fund  Fund

 
 
  0.75%       1.00%       1.00%       0.71%       1.00%       1.00%       1.00%  
  0.60%       0.54%       0.58%       0.58%       0.59%       0.60%       0.58%  
  0.25 %     0.25 %     0.25 %     0.25 %     0.25 %     0.25 %     0.25 %
  0.25 %     0.25 %     0.25 %     0.25 %     0.25 %     0.25 %     0.25 %
  0.10 %     0.04 %     0.08 %     0.08 %     0.09 %     0.10 %     0.08 %
 

 
1.35%
      1.54%       1.58%       1.29%       1.59%       1.60%       1.58%  

 
37


 

 
Fund Fees and Expenses (continued)

 
1
The Small/Mid Cap Growth Fund is new and its annual operating expenses have been estimated for the current fiscal year. Except for the Balanced, Research Select, and Mid Cap Value Funds, the Funds’ annual operating expenses are based on actual expenses incurred for the fiscal year ended August 31, 2005. In addition, the Investment Adviser has entered into the following fee reduction commitment for the Funds which was implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of the date of this Prospectus. The rates listed below for the Capital Growth Fund have been contractual since January 1, 2005 and the rates listed below for the Small/Mid Cap Growth Fund have been contractual since the commencement of operations in June 2005. The fee reduction commitment results in the following annual management fee rates:
                 
Fund Management Fee Annual Rate Average Daily Net Assets

Balanced
    0.65 %   First $ 1 Billion  
      0.59     Next $ 1 Billion  
      0.56     Over $ 2 Billion  

Research Select
    1.00 %   First $ 1 Billion  
      0.90     Next $ 1 Billion  
      0.86     Over $ 2 Billion  

Capital Growth
    1.00 %   First $ 1 Billion  
      0.90     Next $ 1 Billion  
      0.80     Over $ 2 Billion  

Growth and Income
    0.70 %   First $ 1 Billion  
      0.63     Next $ 1 Billion  
      0.60     Over $ 2 Billion  

Large Cap Value
    0.75 %   First $ 1 Billion  
      0.68     Next $ 1 Billion  
      0.65     Over $ 2 Billion  

Strategic Growth
    1.00 %   First $ 1 Billion  
      0.90     Next $ 1 Billion  
      0.86     Over $ 2 Billion  

Concentrated Growth
    1.00 %   First $ 1 Billion  
      0.90     Next $ 1 Billion  
      0.86     Over $ 2 Billion  

Mid Cap Value
    0.75 %   First $ 2 Billion  
      0.68     Over $ 2 Billion  

Growth Opportunities
    1.00 %   First $ 2 Billion  
      0.90     Over $ 2 Billion  

Small/Mid Cap Growth
    1.00 %   First $ 2 Billion  
      0.90     Over $ 2 Billion  

Small Cap Value
    1.00 %   First $ 2 Billion  
      0.90     Over $ 2 Billion  

 
38


 

FUND FEES AND EXPENSES
 

Additionally, effective July 1, 2005, the Investment Adviser has voluntarily agreed to waive a portion of its management fee equal to 0.05% of the Research Select Fund’s average daily net assets.
 

Prior to the fee reduction commitment described above, the management fees for the Balanced, Research Select, Growth and Income, Large Cap Value, Strategic Growth, Concentrated Growth, Mid Cap Value, Growth Opportunities, and Small Cap Value Funds as an annual percentage rate of average daily net assets were 0.65%, 1.00%, 0.70%, 0.75%, 1.00%, 1.00%, 0.75%, 1.00%, and 1.00%, respectively. Prior to January 1, 2005 the management fee for the Capital Growth Fund as an annual percentage rate of average daily net assets was 1.00%.
 

As a result of the fee reduction commitment, the Mid Cap Value Fund’s “Management Fees” and “Total Fund Operating Expenses” in the Expense Table have been restated to reflect the expenses that are expected for the current fiscal year.
 
2
Service Organizations may charge other fees to their customers who are beneficial owners of Service Shares in connection with their customers’ accounts. Such fees may affect the return customers realize with respect to their investments.
3
“All Other Expenses” include transfer agency fees and expenses equal on an annualized basis to 0.04% of the average daily net assets of each Fund’s Service Shares, plus all other ordinary expenses not detailed above. The Investment Adviser has voluntarily agreed to reduce or limit “All Other Expenses” (excluding management fees, transfer agency fees and expenses, service fees, shareholder administration fees, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangement) to the following percentages of each Fund’s average daily net assets:
             
Other
Fund Expenses

Balanced
    0.064%      
Research Select
    0.064%      
Capital Growth
    0.004%      
Growth and Income
    0.054%      
Large Cap Value
    0.064%      
Strategic Growth
    0.004%      
Concentrated Growth
    0.044%      
Mid Cap Value
    0.104%      
Growth Opportunities
    0.114%      
Small/Mid Cap Growth
    0.064%      
Small Cap Value
    0.064%      
 
39


 

Example

The following Example is intended to help you compare the cost of investing in a Fund (without the waivers and expense limitations) with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Service Shares of a Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that a Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

                                 
Fund 1 Year 3 Years 5 Years 10 Years

Balanced
  $ 144     $ 446     $ 771     $ 1,691  

Research Select
  $ 176     $ 545     $ 939     $ 2,041  

Capital Growth
  $ 158     $ 490     $ 845     $ 1,845  

Growth and Income
  $ 134     $ 416     $ 720     $ 1,583  

Large Cap Value
  $ 139     $ 432     $ 747     $ 1,640  

Strategic Growth
  $ 170     $ 526     $ 907     $ 1,976  

Concentrated Growth
  $ 184     $ 569     $ 980     $ 2,127  

Mid Cap Value
  $ 131     $ 409     $ 708     $ 1,556  

Growth Opportunities
  $ 162     $ 503     $ 868     $ 1,894  

Small/Mid Cap Growth
  $ 397     $ 1,204       N/A       N/A  

Small Cap Value
  $ 161     $ 500     $ 862     $ 1,883  

Service Organizations that invest in Service Shares on behalf of their customers may charge other fees directly to their customer accounts in connection with their investments. You should contact your Service Organization for information regarding such charges. Such fees, if any, may affect the return such customers realize with respect to their investments.

Certain Service Organizations that invest in Service Shares on behalf of their customers may receive other compensation in connection with the sale and distribution of Service Shares or for services to their customers’ accounts and/or the Funds. For additional information regarding such compensation, see “Shareholder Guide” in the Prospectus and “Payments to Intermediaries” in the Additional Statement.

 
40


 

 
  Service Providers

   INVESTMENT ADVISER   

     
Investment Adviser Fund

Goldman Sachs Asset Management, L.P. (“GSAM”)
32 Old Slip
New York, New York 10005
  Balanced
Research Select
Capital Growth
Growth and Income
Large Cap Value
Strategic Growth
Concentrated Growth
Mid Cap Value
Growth Opportunities
Small/Mid Cap Growth
Small Cap Value

  GSAM has been registered as an investment adviser with the SEC since 1990 and is an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”). As of September 30, 2005, GSAM had assets under management of $471.8 billion.
 
  The Investment Adviser provides day-to-day advice regarding the Funds’ portfolio transactions. The Investment Adviser makes the investment decisions for the Funds and places purchase and sale orders for the Funds’ portfolio transactions in U.S. and foreign markets. As permitted by applicable law, these orders may be directed to any brokers, including Goldman Sachs and its affiliates. While the Investment Adviser is ultimately responsible for the management of the Funds, it is able to draw upon the research and expertise of its asset management affiliates for portfolio decisions and management with respect to certain portfolio securities. In addition, the Investment Adviser has access to the research and certain proprietary technical models developed by Goldman Sachs, and will apply quantitative and qualitative analysis in determining the appropriate allocations among categories of issuers and types of securities.
 
  The Investment Adviser also performs the following additional services for the Funds:
  n   Supervises all non-advisory operations of the Funds
  n   Provides personnel to perform necessary executive, administrative and clerical services to the Funds
  n   Arranges for the preparation of all required tax returns, reports to shareholders, prospectuses and statements of additional information and other reports filed with the SEC and other regulatory authorities
  n   Maintains the records of each Fund
  n   Provides office space and all necessary office equipment and services

 
41


 

   MANAGEMENT FEES   

  As compensation for its services and its assumption of certain expenses, the Investment Adviser is entitled to the following fees, computed daily and payable monthly, at the annual rates listed below (as a percentage of each respective Fund’s average daily net assets):

                     
Actual Rate
For the Fiscal
Average Daily Year Ended
Fund Contractual Rate* Net Assets August 31, 2005

Balanced
    0.65%       First $1  Billion     0.65%
      0.59%       Next $1  Billion      
      0.56%       Over $2  Billion      

Research Select
    1.00%       First $1  Billion     0.99%
      0.90%       Next $1  Billion      
      0.86%       Over $2  Billion      

Capital Growth
    1.00%       First $1  Billion     0.95%
      0.90%       Next $1  Billion      
      0.80%       Over $2  Billion      

Growth and Income
    0.70%       First $1  Billion     0.70%
      0.63%       Next $1  Billion      
      0.60%       Over $2  Billion      

Large Cap Value
    0.75%       First $1  Billion     0.75%
      0.68%       Next $1  Billion      
      0.65%       Over $2  Billion      

Strategic Growth
    1.00%       First $1  Billion     1.00%
      0.90%       Next $1  Billion      
      0.86%       Over $2  Billion      

Concentrated Growth
    1.00%       First $1  Billion     1.00%
      0.90%       Next $1  Billion      
      0.86%       Over $2  Billion      

Mid Cap Value
    0.75%       First $2  Billion     0.74%
      0.68%       Over $2  Billion      

Growth Opportunities
    1.00%       First $2  Billion     1.00%
      0.90%       Over $2  Billion      

Small/Mid Cap Growth
    1.00%       First $2  Billion     1.00%
      0.90%       Over $2  Billion      

Small Cap Value
    1.00%       First $2  Billion     1.00%
      0.90%       Over $2  Billion      

 
   *
The Investment Adviser has entered into the following new fee reduction commitments for the Funds which were implemented on a voluntary basis beginning July 1, 2005 and on a contractual basis as of the date of this Prospectus. The rates listed above for the Capital Growth Fund have
 
42


 

SERVICE PROVIDERS
 
been contractual since January 1, 2005 and the rates listed above for the Small/Mid Cap Growth Fund have been contractual since the commencement of operations in June 2005.
 

Additionally, effective July 1, 2005, the Investment Adviser has voluntarily agreed to waive a portion of its management fee equal to 0.05% of the Research Select Fund’s average daily net assets.
 

Prior to the fee reduction commitment, the management fees for the Balanced, Research Select, Growth and Income, Large Cap Value, Strategic Growth, Concentrated Growth, Mid Cap Value, Growth Opportunities, and Small Cap Value Funds as an annual percentage rate of average daily net assets were 0.65%, 1.00%, 0.70%, 0.75%, 1.00%, 1.00%, 0.75%, 1.00%, and 1.00%, respectively. Prior to January 1, 2005 the management fee for the Capital Growth Fund as an annual percentage rate of average daily net assets was 1.00%.

  The Investment Adviser may discontinue or modify any voluntary limitations in the future at its discretion.
 
  A discussion regarding the basis for the Board of Trustees’ approval of the Management Agreement for the Funds in 2005 is available in the Funds’ annual report dated August 31, 2005.

 
43


 

   FUND MANAGERS   

  Value Investment Team
  n   Fourteen investment professionals with an average of over 18 years each of financial experience comprise the Investment Adviser’s value investment team
  n   The team is organized by industry in order to deliver depth and breadth of research expertise
  n   Portfolio decision makers are actively conducting the research, which brings intensity and focus to the Value team process

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Eileen Rominger
Managing Director
Chief Investment Officer
  Portfolio Manager—
Balanced (Equity)
Growth and Income
Large Cap Value
Mid Cap Value
Research Select
  Since
1999
1999
1999
1999
2002
  Ms. Rominger joined the Investment Adviser as a portfolio manager and Chief Investment Officer of the Value team in August 1999. From 1981 to 1999, she worked at Oppenheimer Capital, most recently as a senior portfolio manager.

Dolores Bamford, CFA
Managing Director
  Portfolio Manager—
Growth and Income
Large Cap Value
Mid Cap Value
Small Cap Value
  Since
2002
2002
2002
2002
  Ms. Bamford joined the Investment Adviser as a portfolio manager for the Value team in April 2002. Prior to that, she was a portfolio manager at Putnam Investments for various products since 1991.

David L. Berdon
Vice President
  Portfolio Manager—
Large Cap Value
Mid Cap Value
Small Cap Value
  Since
2002
2002
2003
  Mr. Berdon joined the Investment Adviser as a research analyst in March 2001 and became a portfolio manager in October 2002. From September 1999 to March 2001, he was a Vice President for Business Development and Strategic Alliances at Soliloquy Inc.

Andrew Braun
Managing Director
  Portfolio Manager—
Growth and Income
Large Cap Value
Mid Cap Value
  Since
2001
2001
2001
  Mr. Braun joined the Investment Adviser as a mutual fund product development analyst in July 1993. From January 1997 to April 2001, he was a research analyst on the Value team and he became a portfolio manager in May 2001.

Scott Carroll, CFA
Vice President
  Portfolio Manager—
Growth and Income
Large Cap Value
Mid Cap Value
Small Cap Value
  Since
2002
2002
2002
2002
  Mr. Carroll joined the Investment Adviser as a portfolio manager for the Value team in May 2002. From 1996 to 2002, he worked at Van Kampen Funds where he had portfolio management and analyst responsibilities for Growth and Income and Equity Income funds.

 
44


 

SERVICE PROVIDERS

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Sally Pope Davis
Vice President
  Portfolio Manager—
Growth and Income
Large Cap Value
Mid Cap Value
Research Select
  Since
2001
2001
2001
2002
  Ms. Davis joined the Investment Adviser as a portfolio manager in August 2001. From December 1999 to July 2001, she was a relationship manager in Private Wealth Management at Goldman Sachs.

J. Kelly Flynn
Vice President
  Portfolio Manager—
Small Cap Value
  Since
2002
  Mr. Flynn joined the Investment Adviser as a portfolio manager in April 2002. From 1999 to 2002, he was a portfolio manager for Small Cap/SMID Cap Value products at Lazard Asset Management.

Sean Gallagher
Managing Director
  Portfolio Manager—
Growth and Income
Large Cap Value
Mid Cap Value
  Since
2001
2001
2001
  Mr. Gallagher joined the Investment Adviser as a research analyst in May 2000. He became a portfolio manager in December 2001. From October 1993 to May 2000, he was a research analyst at Merrill Lynch Asset Management.

James Otness, CFA
Managing Director
  Portfolio Manager—
Small Cap Value
  Since
2000
  Mr. Otness joined the Investment Adviser as a portfolio manager in May 2000. From 1998 to 2000, he headed Dolphin Asset Management.

Lisa Parisi, CFA
Managing Director
  Portfolio Manager—
Mid Cap Value
Small Cap Value
Growth and Income
Large Cap Value
  Since
2001
2001
2002
2002
  Ms. Parisi joined the Investment Adviser as a portfolio manager in August 2001. From December 2000 to August 2001, she was a portfolio manager at John A. Levin & Co. From March 1995 to December 2000, she was a portfolio manager and managing director at Valenzuela Capital.

Edward Perkin, CFA
Vice President
  Portfolio Manager—
Mid Cap Value
Small Cap Value
  Since
2004
2004
  Mr. Perkin joined the Investment Adviser as a research analyst in June 2002 and became a portfolio manager in July 2004. From August 2000 to May 2002, he gained investment research experience at Gabelli Asset Management and Fidelity Advisors while attending business school. From August 1997 to May 2000, he was a senior research analyst at FiServe.

  Eileen Rominger serves as lead manager of the Value team. Each other portfolio manager serves as a primary research analyst for a particular industry. While the entire team debates investment ideas and overall portfolio structure, the final buy/sell decision for a particular security resides primarily with the portfolio manager responsible for that particular industry. As Chief Investment Officer and lead portfolio manager of the team, Ms. Rominger is ultimately responsible for the composition of a Fund’s portfolio structure at both the stock and industry level.

 
45


 

  For more information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds, see the Additional Statement.
 
46


 

SERVICE PROVIDERS

  Growth Investment Team
  n   25 years consistent investment style applied through diverse and complete market cycles
  n   $27 billion in equities currently under management
  n   A portfolio management and analytical team with nearly 270 years combined investment experience

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Steven M. Barry
Managing Director
Chief Investment Officer
  Senior Portfolio Manager—
Growth Opportunities
Balanced (Equity)
Capital Growth
Strategic Growth
Research Select
Concentrated Growth
Small/Mid Cap Growth
  Since
1999
2000
2000
2000
2002
2002
2005
  Mr. Barry joined the Investment Adviser as a portfolio manager in 1999. From 1988 to 1999, he was a portfolio manager at Alliance Capital Management.

Gregory H. Ekizian, CFA
Managing Director
Chief Investment Officer
  Senior Portfolio Manager—
Capital Growth
Balanced (Equity)
Strategic Growth
Growth Opportunities
Research Select
Concentrated Growth
Small/Mid Cap Growth
  Since
1997
1998
1999
1999
2002
2002
2005
  Mr. Ekizian joined the Investment Adviser in January 1997 when Goldman Sachs Asset Management acquired Liberty Investment Management. He was a senior portfolio manager at Liberty prior to the acquisition. He joined Liberty’s predecessor firm Eagle Asset Management in 1990.

David G. Shell, CFA
Managing Director
Chief Investment Officer
  Senior Portfolio Manager—
Capital Growth
Balanced (Equity)
Strategic Growth
Growth Opportunities
Research Select
Concentrated Growth
Small/Mid Cap Growth
  Since
1997
1998
1999
1999
2002
2002
2005
  Mr. Shell joined the Investment Adviser in January 1997 when Goldman Sachs Asset Management acquired Liberty Investment Management. He was a senior portfolio manager at Liberty prior to the acquisition. He joined Liberty’s predecessor firm Eagle Asset Management in 1987.

  Steve Barry, Dave Shell and Greg Ekizian are Chief Investment Officers (“CIOs”) of the Growth team. All 22 members of the team discuss their research analysis and recommendations with the whole team at investment strategy meetings. The entire team discusses and debates whether the business being presented meets the Growth team’s definition of a high-quality growth business and the attractiveness of the current valuation. The team reaches a consensus on whether a business is worthy of a position in the portfolio. The CIOs are accountable for all portfolio construction decisions and determine the appropriate weight for each investment.
 
  For more information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds, see the Additional Statement.

 
47


 

  Fixed-Income Investment Team
  n   The Fixed-Income team is comprised of a deep team of sector specialists
  n   The team strives to maximize risk-adjusted returns by de-emphasizing interest rate anticipation and focusing on security selection and sector allocation
  n   The team manages approximately $141.9 billion in fixed-income assets for retail, institutional and high net worth clients

             
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History

Jonathan A. Beinner
Chief Investment Officer,
Fixed-Income Portfolio Management
  Senior Portfolio Manager—
Balanced (Fixed-Income)
  Since
1994
  Mr. Beinner joined the Investment Adviser in 1990 as a portfolio manager.

James B. Clark
Managing Director
Co-Head U.S. Fixed-Income
  Portfolio Manager—
Balanced (Fixed-Income)
  Since
1994
  Mr. Clark joined the Investment Adviser in 1994 as a portfolio manager.

  Jonathan Beinner serves as the Chief Investment Officer for the Fixed-Income team and is responsible for high-level decisions pertaining to portfolios across multiple strategies. James Clark serves as Co-Head of the U.S. Fixed-Income team and is responsible for a variety of U.S. investment strategies. The Fixed-Income portfolio management team is organized into a series of specialist teams which focus on generating and implementing investment ideas within their area of expertise. Both top-down and bottom-up decisions are made by these small strategy teams, rather than by one portfolio manager or committee. Ultimate accountability for the portfolio resides with the lead portfolio managers, who set the long-term risk budget and oversee the portfolio construction process.
 
  For more information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds, see the Additional Statement.

   DISTRIBUTOR AND TRANSFER AGENT   

  Goldman Sachs, 85 Broad Street, New York, New York 10004, serves as the exclusive distributor (the “Distributor”) of each Fund’s shares. Goldman Sachs, 71 S. Wacker Dr., Suite 500, Chicago, Illinois 60606, also serves as each Fund’s transfer agent (the “Transfer Agent”) and, as such, performs various shareholder servicing functions.
 
  From time to time, Goldman Sachs or any of its affiliates may purchase and hold shares of the Funds. Goldman Sachs reserves the right to redeem at any time some or all of the shares acquired for its own account.

 
48


 

SERVICE PROVIDERS

   ACTIVITIES OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER 
   ACCOUNTS MANAGED BY GOLDMAN SACHS   

  The involvement of the Investment Adviser, Goldman Sachs and their affiliates in the management of, or their interest in, other accounts and other activities of Goldman Sachs may present conflicts of interest with respect to a Fund or limit a Fund’s investment activities. Goldman Sachs is a full service investment banking, broker dealer, asset management and financial services organization and a major participant in global financial markets. As such, it acts as an investor, investment banker, research provider, investment manager, financer, advisor, market maker, trader, prime broker, lender, agent and principal, and has other direct and indirect interests, in the global fixed income, currency, commodity, equity and other markets in which the Funds directly and indirectly invest. Thus, it is likely that the Funds will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or obtain services from entities for which Goldman Sachs performs or seeks to perform investment banking or other services. Goldman Sachs and its affiliates engage in proprietary trading and advise accounts and funds which have investment objectives similar to those of the Funds and/or which engage in and compete for transactions in the same types of securities, currencies and instruments as the Funds. Goldman Sachs and its affiliates will not have any obligation to make available any information regarding their proprietary activities or strategies, or the activities or strategies used for other accounts managed by them, for the benefit of the management of the Funds. The results of a Fund’s investment activities, therefore, may differ from those of Goldman Sachs, its affiliates and other accounts managed by Goldman Sachs, and it is possible that a Fund could sustain losses during periods in which Goldman Sachs and its affiliates and other accounts achieve significant profits on their trading for proprietary or other accounts. In addition, the Funds may, from time to time, enter into transactions in which Goldman Sachs or its other clients have an adverse interest. Furthermore, transactions undertaken by Goldman Sachs, its affiliates or Goldman Sachs advised clients may adversely impact the Funds. Transactions by one or more Goldman Sachs advised clients or the Investment Adviser may have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of the Funds. A Fund’s activities may be limited because of regulatory restrictions applicable to Goldman Sachs and its affiliates, and/or their internal policies designed to comply with such restrictions. As a global financial services firm, Goldman Sachs also provides a wide range of investment banking and financial services to issuers of securities and investors in securities. Goldman Sachs, its affiliates and others associated with it may create markets or specialize in, have positions in and affect transactions in, securities of issuers held by the Funds, and may also perform or seek to perform investment banking and

 
49


 

  financial services for those issuers. Goldman Sachs and its affiliates may have business relationships with and purchase or distribute or sell services or products from or to distributors, consultants or others who recommend the Fund or who engage in transactions with or for the Funds. For more information about conflicts of interest, see the Additional Statement.
 
  Under a securities lending program approved by the Funds’ Board of Trustees, the Funds have retained an affiliate of the Investment Adviser to serve as the securities lending agent for each Fund to the extent that the Funds engage in the securities lending program. For these services, the lending agent may receive a fee from the Funds, including a fee based on the returns earned on the Funds’ investment of the cash received as collateral for the loaned securities. In addition, the Funds may make brokerage and other payments to Goldman Sachs and its affiliates in connection with the Funds’ portfolio investment transactions.

   LEGAL PROCEEDINGS   

  On April 2, 2004, Lois Burke, a plaintiff identifying herself as a shareholder of the Goldman Sachs Internet Tollkeeper Fund, filed a purported class and derivative action lawsuit in the United States District Court for the Southern District of New York against The Goldman Sachs Group, Inc. (“GSG”), GSAM, the Trustees and Officers of the Goldman Sachs Trust (the “Trust”), and John Doe Defendants. In addition, certain of the Goldman Sachs Funds included in this Prospectus and certain other investment portfolios of the Trust were named as nominal defendants. On April 19 and May 6, 2004, additional class and derivative action lawsuits containing substantially similar allegations and requests for redress were filed in the United States District Court for the Southern District of New York. On June 29, 2004, the three complaints were consolidated into one action, In re Goldman Sachs Mutual Funds Fee Litigation , and on November 17, 2004, the plaintiffs filed a consolidated amended complaint against GSG, GSAM, Goldman Sachs Asset Management International (“GSAMI”), Goldman, Sachs & Co., Goldman Sachs Variable Insurance Trust (“GSVIT”), the Trustees and Officers of the Trust and John Doe Defendants (collectively, the “Defendants”) in the United States District Court for the Southern District of New York. Certain investment portfolios of the Trust and GSVIT (collectively, the “Goldman Sachs Funds”) were also named as nominal defendants in the amended complaint. Plaintiffs filed a second amended consolidated complaint on April 15, 2005.
 
  The second amended consolidated complaint, which is brought on behalf of all persons or entities who held shares in the Goldman Sachs Funds between April 2, 1999 and January 9, 2004, inclusive (the “Class Period”), asserts claims involving (i) violations of the Investment Company Act of 1940 (the “Investment Company

 
50


 

SERVICE PROVIDERS

  Act”) and the Investment Advisers Act of 1940, (ii) common law breaches of fiduciary duty, and (iii) unjust enrichment. The complaint alleges, among other things, that during the Class Period, the Defendants made improper and excessive brokerage commission and other payments to brokers that sold shares of the Goldman Sachs Funds and omitted statements of fact in registration statements and reports filed pursuant to the Investment Company Act which were necessary to prevent such registration statements and reports from being materially false and misleading. In addition, the complaint alleges that the Goldman Sachs Funds paid excessive and improper investment advisory fees to GSAM and GSAMI. The complaint also alleges that GSAM and GSAMI used Rule 12b-1 fees for improper purposes and made improper use of soft dollars. The complaint further alleges that the Trust’s Officers and Trustees breached their fiduciary duties in connection with the foregoing. The plaintiffs in the cases are seeking compensatory damages; rescission of GSAM’s and GSAMI’s investment advisory agreement and return of fees paid; an accounting of all Goldman Sachs Funds-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and reasonable costs and expenses, including counsel fees and expert fees.
 
  Based on currently available information, GSAM and GSAMI believe that the likelihood that the pending purported class and derivative action lawsuit will have a material adverse financial impact on the Goldman Sachs Funds is remote, and the pending action is not likely to materially affect their ability to provide investment management services to its clients, including the Goldman Sachs Funds.

 
51


 

 
  Dividends
 
  Each Fund pays dividends from its investment income and distributions from net realized capital gains. You may choose to have dividends and distributions paid in:
  n   Cash
  n   Additional shares of the same class of the same Fund
  n   Shares of the same or an equivalent class of another Goldman Sachs Fund. Special restrictions may apply for certain Goldman Sachs Institutional Liquid Assets Portfolios (“ILA Portfolios”). See the Additional Statement.

  You may indicate your election on your Account Application. Any changes may be submitted in writing to Goldman Sachs at any time before the record date for a particular dividend or distribution. If you do not indicate any choice, your dividends and distributions will be reinvested automatically in the applicable Fund.
 
  The election to reinvest dividends and distributions in additional shares will not affect the tax treatment of such dividends and distributions, which will be treated as received by you and then used to purchase the shares.
 
  Dividends from net investment income and distributions from net capital gains are declared and paid as follows:

         
Investment Capital Gains
Fund Income Dividends Distributions

Balanced
  Quarterly   Annually

Research Select
  Annually   Annually

Capital Growth
  Annually   Annually

Growth and Income
  Quarterly   Annually

Large Cap Value
  Annually   Annually

Strategic Growth
  Annually   Annually

Concentrated Growth
  Annually   Annually

Mid Cap Value
  Annually   Annually

Growth Opportunities
  Annually   Annually

Small/Mid Cap Growth
  Annually   Annually

Small Cap Value
  Annually   Annually

 
52


 

DIVIDENDS

  From time to time a portion of a Fund’s dividends may constitute a return of capital.
 
  When you purchase shares of a Fund, part of the NAV per share may be represented by undistributed realized gains that have previously been earned by the Fund. Therefore, subsequent distributions on such shares from such income or realized gains may be taxable to you even if the NAV of the shares is, as a result of the distributions, reduced below the cost of such shares and the distributions (or portions thereof) represent a return of a portion of the purchase price.

 
53


 

 
  Shareholder Guide
 
  The following section will provide you with answers to some of the most often asked questions regarding buying and selling the Funds’ Service Shares.

   HOW TO BUY SHARES   

  How Can I Purchase Service Shares Of The Funds?
  Generally, Service Shares may be purchased only through institutions that have agreed to provide shareholder administration and personal and account maintenance services to their customers who are the beneficial owners of Service Shares. These institutions are called “Service Organizations.” Customers of a Service Organization will normally give their purchase instructions to the Service Organization, and the Service Organization will, in turn, place purchase orders with Goldman Sachs. Service Organizations will set times by which purchase orders and payments must be received by them from their customers. Generally, Service Shares may be purchased from the Funds on any business day at their NAV next determined after receipt of an order by Goldman Sachs from a Service Organization. No sales load is charged. Purchases of Service Shares must be settled within three business days of receipt of a complete purchase order.
 
  Service Organizations are responsible for transmitting purchase orders and payments to Goldman Sachs in a timely fashion. Service Organizations should either:
  n   Place an order with Goldman Sachs at 1-800-621-2550 and wire federal funds to The Northern Trust Company (“Northern”), as subcustodian for State Street Bank and Trust Company (“State Street”) (each Fund’s custodian) on the next business day; or
  n   Send a check or Federal Reserve draft payable to Goldman Sachs Funds—(Name of Fund and Class of Shares), 71 S. Wacker Dr., Suite 500, Chicago, IL 60606. The Fund will not accept a check drawn on foreign banks, third-party checks, cashier’s checks or official checks, temporary checks, electronic checks, drawer checks, cash, money orders, travelers cheques or credit card checks. In limited situations involving the transfer of retirement assets, the Fund may accept cashier’s checks or official bank checks.

 
54


 

SHAREHOLDER GUIDE

  What Do I Need To Know About Service Organizations?
  Service Organizations may provide the following services in connection with their customers’ investments in Service Shares:
  n   Personal and account maintenance services; and
  n   Shareholder administration services.

  Personal and account maintenance services include:
  n   Providing facilities to answer inquiries and responding to correspondence with the Service Organization’s customers
  n   Acting as liaison between the Service Organization’s customers and the Goldman Sachs Trust (the “Trust”)
  n   Assisting customers in completing application forms, selecting dividend and other options, and similar services

  Shareholder administration services include:
  n   Acting, directly or through an agent, as the sole shareholder of record
  n   Maintaining account records for customers
  n   Processing orders to purchase, redeem and exchange shares for customers
  n   Processing payments for customers

  Some (but not all) Service Organizations are authorized to accept, on behalf of the Trust, purchase, redemption and exchange orders placed by or on behalf of their customers, and may designate other intermediaries to accept such orders, if approved by the Trust. In these cases:
  n   A Fund will be deemed to have received an order in proper form when the order is accepted by the authorized Service Organization or intermediary on a business day, and the order will be priced at the Fund’s NAV next determined after such acceptance.
  n   Service Organizations or intermediaries will be responsible for transmitting accepted orders and payments to the Trust within the time period agreed upon by them.

  You should contact your Service Organization directly to learn whether it is authorized to accept orders for the Trust.
 
  Pursuant to a service plan and a separate shareholder administration plan adopted by the Trust’s Board of Trustees, Service Organizations are entitled to receive payments for their services from the Trust. These payments are equal to 0.25% (annualized) for personal and account maintenance services plus an additional 0.25% (annualized) for shareholder administration services of the average daily net assets of the Service Shares of the Funds that are attributable to or held in the name of the Service Organization for its customers.

 
55


 

  The Investment Adviser, Distributor and/or their affiliates may make payments to Service Organizations and other financial intermediaries (“Intermediaries”) from time to time to promote the sale, distribution and/or servicing of shares of the Funds and other Goldman Sachs Funds. These payments are made out of the Investment Adviser’s, Distributor’s and/or their affiliates’ own assets, and are not an additional charge to the Funds. The payments are in addition to the service fees described in this Prospectus. Such payments are intended to compensate Intermediaries for, among other things: marketing shares of the Funds and other Goldman Sachs Funds, which may consist of payments relating to Funds included on preferred or recommended fund lists or in certain sales programs from time to time sponsored by the Intermediaries; access to the Intermediaries’ registered representatives or salespersons, including at conferences and other meetings; assistance in training and education of personnel; marketing support; and/or other specified services intended to assist in the distribution and marketing of the Funds and other Goldman Sachs Funds. The payments may also, to the extent permitted by applicable regulations, contribute to various non-cash and cash incentive arrangements to promote the sale of shares, as well as sponsor various educational programs, sales contests and/or promotions. The additional payments by the Investment Adviser, Distributor and/or their affiliates may also compensate Intermediaries for subaccounting, administrative and/or shareholder processing services that are in addition to the fees paid for these services by the Funds. The amount of these additional payments is normally not expected to exceed 0.50% (annualized) of the amount sold or invested through the Intermediaries. Please refer to the “Payments to Intermediaries” section of the Additional Statement for more information about these payments.
 
  The payments made by the Investment Adviser, Distributor and/or their affiliates may be different for different Intermediaries. The presence of these payments and the basis on which an Intermediary compensates its registered representatives or salespersons may create an incentive for a particular Intermediary, registered representative or salesperson to highlight, feature or recommend Funds based, at least in part, on the level of compensation paid. You should contact your Service Organization or Intermediary for more information about the payments it receives and any potential conflicts of interest.
 
  In addition to Service Shares, each Fund also offers other classes of shares to investors. These other share classes are subject to different fees and expenses (which affect performance), have different minimum investment requirements and are entitled to different services than Service Shares. Information regarding these other share classes may be obtained from your sales representative or from Goldman Sachs by calling the number on the back cover of this Prospectus.

 
56


 

SHAREHOLDER GUIDE

  What Is My Minimum Investment In The Funds?
  The Funds do not have any minimum purchase or account requirements with respect to Service Shares. A Service Organization may, however, impose a minimum amount for initial and subsequent investments in Service Shares, and may establish other requirements such as a minimum account balance. A Service Organization may redeem Service Shares held by non-complying accounts, and may impose a charge for any special services.
 
  What Else Should I Know About Share Purchases?
  The Trust reserves the right to:
  n   Refuse to open an account if you fail to (i) provide a Social Security Number or other taxpayer identification number; or (ii) certify that such number is correct (if required to do so under applicable law).
  n   Reject or restrict any purchase or exchange order by a particular purchaser (or group of related purchasers) for any reason in its discretion. Without limiting the foregoing, the Trust may reject or restrict purchase and exchange orders by a particular purchaser (or group of related purchasers) when a pattern of frequent purchases, sales or exchanges of Service Shares of a Fund is evident, or if purchases, sales or exchanges are, or a subsequent abrupt redemption might be, of a size that would disrupt the management of a Fund.
  n   Close a Fund to new investors from time to time and reopen any such Fund whenever it is deemed appropriate by a Fund’s Investment Adviser.

  Generally, the Fund will not allow non-U.S. citizens and certain U.S. citizens residing outside the United States to open an account directly with the Funds.
 
  The Funds may allow Service Organizations to purchase shares with securities instead of cash if consistent with a Fund’s investment policies and operations and if approved by the Fund’s Investment Adviser.
 
  As of the date of this Prospectus, the Goldman Sachs Mid Cap Value and Small Cap Value Funds (the “Closed Funds”) were generally closed to new investors. The following investors, however, may make purchases and reinvestments of dividends and capital gains into the Closed Funds:
  n   Current shareholders of the respective Closed Funds;
  n   Certain employee benefit plans and certain financial institutions providing services to employee benefit plans, namely: (i) Qualified Defined Contribution and Benefit Plans (as defined below) making an initial investment of $10 million or less through financial institutions that, as of the closing date of the respective Closed Fund, had a contractual agreement with Goldman, Sachs & Co. to offer shares of or provide services to the respective Closed Fund; and (ii) certain financial institutions in connection with hedging services provided in support of non-qualified deferred compensation plans offering the Goldman Sachs Funds.

 
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  Certain of the plans and institutions described in (i) and (ii) above may make an initial investment in excess of $10 million if the initial investment was expected to be less than $10 million at the time Goldman Sachs received a preliminary written commitment to invest in the Closed Fund. Certain Qualified Defined Contribution and Benefit Plans include 401(k) plans, profit sharing plans and money purchase pension plans, 403(b) plans, and 457 plans; and
  n   Trustees of the Trust.

  In addition, the following investors may make purchases and reinvestments of dividends and capital gains into the Mid Cap Value Fund only:
  n   Investors in a discretionary mutual fund wrap program where (i) such program together with non-discretionary mutual fund wrap programs maintained by the same sponsor had at least $10 million invested in the Fund as of the closing date of the Mid Cap Value Fund and (ii) the sponsor of such program has the appropriate controls in place to implement this Fund closure policy properly.

  Once a shareholder closes all accounts in a Closed Fund, additional investments into such Closed Fund may not be accepted.
 
  Exchanges into a Closed Fund from other Goldman Sachs Funds are not permitted, except for current Closed Fund shareholders and for Certain Qualified Defined Contribution and Benefit Plans and, in the case of the Mid Cap Value Fund, investors in certain discretionary mutual fund wrap programs permitted to invest after the closing date.
 
  The Closed Funds may resume sales of shares to new investors at some future date. Additionally, a Closed Fund may enter into asset purchase or other reorganization transactions with other investment companies that involve the issuance of shares of a Closed Fund to new accounts, and such new accounts may continue to make additional purchases and reinvest dividends and capital gains into their accounts.
 
  Notwithstanding the foregoing, the Trust and Goldman, Sachs & Co. reserve the right to reject or restrict purchase or exchange requests from any investor. The Trust and Goldman, Sachs & Co. will not be liable for any loss resulting from rejected purchase or exchange orders.
 
  Customer Identification Program. Federal law requires the Funds to obtain, verify and record identifying information, which may include the name, residential or business street address, date of birth (for an individual), Social Security Number or taxpayer identification number or other identifying information, for each investor who opens an account with the Funds. Applications without the required information may not be accepted by the Funds. After accepting an application, to the extent permitted by applicable law or their customer identification program, the Funds reserve the right to (i) place limits on transactions in any account until the

 
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SHAREHOLDER GUIDE

  identity of the investor is verified; or (ii) refuse an investment in the Funds; or (iii) involuntarily redeem an investor’s shares and close an account in the event that the Funds are unable to verify an investor’s identity. The Funds and their agents will not be responsible for any loss in an investor’s account resulting from the investor’s delay in providing all required identifying information or from closing an account and redeeming an investor’s shares pursuant to the customer identification program.
 
  How Are Shares Priced?
  The price you pay or receive when you buy, sell or exchange Service Shares is a Fund’s next determined NAV for a share class. The Funds calculate NAV as follows:

     

NAV =
  (Value of Assets of the Class)
- (Liabilities of the Class)

Number of Outstanding Shares of the Class

  The Funds’ investments are valued based on market quotations or if market quotations are not readily available, or if the Investment Adviser believes that such quotations do not accurately reflect fair value, the fair value of the Funds’ investments may be determined in good faith under procedures established by the Trustees.
 
  For Funds that invest a significant portion of assets in foreign equity securities, “fair value” prices are provided by an independent fair value service. Fair value prices are used because many foreign markets operate at times that do not coincide with those of the major U.S. markets. Events that could affect the values of foreign portfolio holdings may occur between the close of the foreign market and the time of determining the NAV, and would not otherwise be reflected in the NAV. If the independent fair value service does not provide a fair value for a particular security or if the value does not meet the established criteria for the Funds, the most recent closing price for such a security on its principal exchange will generally be its fair value on such date.
 
  In addition, the Investment Adviser, consistent with applicable regulatory guidance, may determine to make an adjustment to the previous closing 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 that could affect a large number of securities in a particular market may include, but are not limited to: situations relating to one or more single issuers in a market sector; significant fluctuations in foreign markets; market disruptions or market closings; governmental actions or other developments; as well as the same or similar events which may affect specific issuers or the

 
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  securities markets even though not tied directly to the securities markets. Other significant events that could relate to a single issuer may include, but are not limited to: corporate actions such as reorganizations, mergers and buy-outs; corporate announcements on earnings; significant litigation; and regulatory news such as governmental approvals.
 
  One effect of using an independent fair value service and fair valuation may be to reduce stale pricing arbitrage opportunities presented by the pricing of Fund shares. However, it involves the risk that the values used by the Funds to price their investments may be different from those used by other investment companies and investors to price the same investments.
 
  Investments in other registered mutual funds (if any) are valued based on the NAV of those mutual funds (which may use fair value pricing as discussed in their prospectuses).
  n   NAV per share of each class is generally calculated by the accounting agent on each business day as of the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. New York time) or such later time as the New York Stock Exchange or NASDAQ market may officially close. Fund shares will generally not be priced on any day the New York Stock Exchange is closed.
  n   When you buy shares, you pay the NAV next calculated after the Funds receive your order in proper form.
  n   When you sell shares, you receive the NAV next calculated after the Funds receive your order in proper form.
  n   The Trust reserves the right to reprocess purchase (including dividend reinvestments), redemption and exchange transactions that were processed at an NAV other than a Fund’s official closing NAV that is subsequently adjusted, and to recover amounts from (or distribute amounts to) shareholders accordingly based on the official closing NAV as adjusted.
  n   The Trust reserves the right to advance the time by which purchase and redemption orders must be received for same business day credit as otherwise permitted by the SEC.

  Note: The time at which transactions and shares are priced and the time by which orders must be received may be changed in case of an emergency or if regular trading on the New York Stock Exchange is stopped at a time other than 4:00 p.m. New York time. In the event the New York Stock Exchange does not open for business because of an emergency, the Trust may, but is not required to, open one or more Funds for purchase, redemption and exchange transactions if the Federal Reserve wire payment system is open. To learn whether a Fund is open for business during an emergency situation, please call 1-800-621-2550.

 
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SHAREHOLDER GUIDE

  Foreign securities may trade in their local markets on days a Fund is closed. As a result, the NAV of a Fund that holds foreign securities may be impacted on days when investors may not purchase or redeem Fund shares.

   HOW TO SELL SHARES   

  How Can I Sell Service Shares Of The Funds?
  Generally, Service Shares may be sold (redeemed) only through Service Organizations. Customers of a Service Organization will normally give their redemption instructions to the Service Organization, and the Service Organization will, in turn, place redemption orders with the Funds. Generally, each Fund will redeem its Service Shares upon request on any business day at their NAV next determined after receipt of such request in proper form. Redemption proceeds may be sent to recordholders by check or by wire (if the wire instructions are on record).
 
  A Service Organization may request redemptions in writing or by telephone if the optional telephone redemption privilege is elected on the Account Application.

     

By Writing:
  Goldman Sachs Funds
71 S. Wacker Dr., Suite 500
Chicago, IL 60606

By Telephone:
  1-800-621-2550
(8:00 a.m. to 4:00 p.m. New York time)

  n   Any redemption request that requires money to go to an account or address other than that designated on the Account Application must be in writing and signed by an authorized person designated on the Account Application. The written request may be confirmed by telephone with both the requesting party and the designated bank account to verify instructions.

  When Do I Need A Medallion Signature Guarantee To Redeem Shares?
  A Medallion signature guarantee may be required if:
  n   You would like the redemption proceeds sent to an address that is not your address of record; or
  n   You would like to change your current bank designations.

  A Medallion signature guarantee must be obtained from a bank, brokerage firm or other financial intermediary that is a member of an approved Medallion Guarantee Program or that is otherwise approved by the Trust. A notary public cannot provide a signature guarantee. Additional documentation may be required for executors, trustees or corporations or when deemed appropriate by the Transfer Agent.
 
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  What Do I Need To Know About Telephone Redemption Requests?
  The Trust, the Distributor and the Transfer Agent will not be liable for any loss you may incur in the event that the Trust accepts unauthorized telephone redemption requests that the Trust reasonably believes to be genuine. In an effort to prevent unauthorized or fraudulent redemption and exchange requests by telephone, Goldman Sachs employs reasonable procedures specified by the Trust to confirm that such instructions are genuine. If reasonable procedures are not employed, the Trust may be liable for any loss due to unauthorized or fraudulent transactions. The following general policies are currently in effect:
  n   All telephone requests are recorded.
  n   Any redemption request that requires money to go to an account or address other than that designated on the Account Application must be in writing and signed by an authorized person designated on the Account Application. The written request may be confirmed by telephone with both the requesting party and the designated bank account to verify instructions.
  n   For the 30-day period following a change of address, telephone redemptions will only be filled by a wire transfer to the bank account designated in the Account Applications (see immediately preceding bullet point). In order to receive the redemption by check during this time period, the redemption request must be a written, Medallion signature guaranteed letter.
  n   The telephone redemption option may be modified or terminated at any time.

  Note: It may be difficult to make telephone redemptions in times of drastic economic or market conditions.
 
  How Are Redemption Proceeds Paid?
  By Wire: The Funds will arrange for redemption proceeds to be wired as federal funds to the domestic bank account designated in the recordholder’s Account Application. The following general policies govern wiring redemption proceeds:

  n   Redemption proceeds will normally be wired on the next business day in federal funds (for a total of one business day delay), but may be paid up to three business days following receipt of a properly executed wire transfer redemption request. Although redemption proceeds will normally be wired as described above, under certain circumstances, redemption requests or payments may be postponed or suspended as permitted pursuant to Section 22(e) of the Investment Company Act. Generally, under that section, redemption requests or payments may be postponed or suspended if (i) the New York Stock Exchange is closed for trading or trading is restricted; (ii) an emergency exists which makes the disposal of securities owned by the Fund or the fair determination of the value of the Fund’s net assets not reasonably practicable; or (iii) the SEC by order permits the suspension of the right of redemption. If the shares to be sold were recently paid for by check, the Fund will pay the redemption proceeds when the
 
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SHAREHOLDER GUIDE

  check has cleared, which may take up to 15 days. If the Federal Reserve Bank is closed on the day that the redemption proceeds would ordinarily be wired, wiring the redemption proceeds may be delayed one additional business day.
  n   To change the bank designated on your Account Application, you must send written instructions signed by an authorized person designated on the Account Application to the Service Organization.
  n   Neither the Trust nor Goldman Sachs assumes any responsibility for the performance of intermediaries or your Service Organization in the transfer process. If a problem with such performance arises, you should deal directly with such intermediaries or Service Organization.

  By Check: A recordholder may elect in writing to receive redemption proceeds by check. Redemption proceeds paid by check will normally be mailed to the address of record within three business days of receipt of a properly executed redemption request. If the shares to be sold were recently paid for by check, the Fund will pay the redemption proceeds when the check has cleared, which may take up to 15 days.
 
  What Else Do I Need To Know About Redemptions?
  The following generally applies to redemption requests:
  n   Additional documentation may be required when deemed appropriate by the Transfer Agent. A redemption request will not be in proper form until such additional documentation has been received.
  n   Service Organizations are responsible for the timely transmittal of redemption requests by their customers to the Transfer Agent. In order to facilitate the timely transmittal of redemption requests, Service Organizations may set times by which they must receive redemption requests. Service Organizations may also require additional documentation from you.

  The Trust reserves the right to:
  n   Redeem your shares in the event a Service Organization’s relationship with Goldman Sachs is terminated and you do not transfer your account to another Service Organization with a relationship with Goldman Sachs. The Trust will not be responsible for any loss in an investor’s account resulting from a redemption.
  n   Subject to applicable law, redeem your shares in other circumstances determined by the Board of Trustees to be in the best interest of the Trust.
  n   Pay redemptions by a distribution in-kind of securities (instead of cash). If you receive redemption proceeds in-kind, you should expect to incur transaction costs upon the disposition of those securities.
  n   Reinvest any dividends or other distributions which you have elected to receive in cash should your check for such dividends or other distributions be returned

 
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  to a Fund as undeliverable or remain uncashed for six months. In addition, that distribution and all future distributions payable to you will be reinvested at the NAV on the day of reinvestment in additional Service Shares of the Fund that pays the distributions. No interest will accrue on amounts represented by uncashed distribution or redemption checks.

  Can I Exchange My Investment From One Fund To Another?
  A Service Organization may exchange Service Shares of a Fund at NAV for Service Shares of another Goldman Sachs Fund. The exchange privilege may be materially modified or withdrawn at any time upon 60 days’ written notice.

     
Instructions For Exchanging Shares:

By Writing:
  n  Write a letter of instruction that includes:
         n  The recordholder name(s) and signature(s)
         n  The account number
         n  The Fund names and Class of Shares
         n  The dollar amount to be exchanged
    n  Mail the request to:
    Goldman Sachs Funds
    71 S. Wacker Dr., Suite 500
    Chicago, IL 60606

By Telephone:
  If you have elected the telephone exchange privilege on your Account Application:
    n  1-800-621-2550
    (8:00 a.m. to 4:00 p.m. New York time)

  You should keep in mind the following factors when making or considering an exchange:
  n   You should obtain and carefully read the prospectus of the Fund you are acquiring before making an exchange.
  n   All exchanges which represent an initial investment in a Fund must satisfy the minimum initial investment requirement of that Fund or the entire balance of the original Fund account should be exchanged. This requirement may be waived at the discretion of the Trust.
  n   Telephone exchanges normally will be made only to an identically registered account.
  n   Exchanges are available only in states where exchanges may be legally made.
  n   It may be difficult to make telephone exchanges in times of drastic economic or market conditions.
  n   Goldman Sachs may use reasonable procedures described under “What Do I Need To Know About Telephone Redemption Requests?” in an effort to prevent unauthorized or fraudulent telephone exchange requests.

 
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SHAREHOLDER GUIDE

  n   Exchanges into Goldman Sachs Funds that are closed to new investors may be restricted.
  n   Exchanges into a Fund from another Goldman Sachs Fund may be subject to any redemption fee imposed by the other Goldman Sachs Fund.

  For federal income tax purposes, an exchange from one Goldman Sachs Fund to another is treated as a redemption of the shares surrendered in the exchange, on which you may be subject to tax, followed by a purchase of shares received in the exchange. You should consult your tax adviser concerning the tax consequences of an exchange.
 
  What Types Of Reports Will Be Sent Regarding Investments In Service Shares?
  Service Organizations will receive from the Funds annual reports containing audited financial statements and semi-annual reports. Service Organizations will also be provided with a printed confirmation for each transaction in their account and a monthly account statement. Service Organizations are responsible for providing these or other reports to their customers who are the beneficial owners of Service Shares in accordance with the rules that apply to their accounts with the Service Organizations. In addition, Service Organizations and other financial intermediaries will be responsible for providing any communications from a Fund to its shareholders, including but not limited to prospectus supplements, proxy materials and notices regarding the sources of dividend payments pursuant to Section 19 of the Investment Company Act.

   RESTRICTIONS ON EXCESSIVE TRADING PRACTICES   

  Policies and Procedures on Excessive Trading Practices. In accordance with the policy adopted by the Board of Trustees, the Trust discourages frequent purchases and redemptions of Fund shares and does not permit market timing or other excessive trading practices. Purchases and exchanges should be made with a view to longer-term investment purposes only that are consistent with the investment policies and practices of the respective Funds. Excessive, short-term (market timing) trading practices may disrupt portfolio management strategies, increase brokerage and administrative costs, harm fund performance and result in dilution in the value of Fund shares held by longer-term shareholders. The Trust and Goldman Sachs reserve the right to reject or restrict purchase or exchange requests from any investor. The Trust and Goldman Sachs will not be liable for any loss resulting from rejected purchase or exchange orders. To minimize harm to the Trust and its shareholders (or Goldman Sachs), the Trust (or Goldman Sachs) will exercise this right if, in the Trust’s (or Goldman Sachs’) judgment, an investor has a history of excessive trading or if an investor’s trading, in the judgment of the Trust (or Goldman Sachs), has been or may be disruptive to a Fund. In making this
 
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  judgment, trades executed in multiple accounts under common ownership or control may be considered together to the extent they can be identified. No waivers of the provisions of the policy established to detect and deter market timing and other excessive trading activity are permitted that would harm the Trust or its shareholders or would subordinate the interests of the Trust or its shareholders to those of Goldman Sachs or any affiliated person or associated person of Goldman Sachs.
 
  To deter excessive shareholder trading, the International Equity Funds and certain Fixed Income Funds (which are offered in separate prospectuses) impose a redemption fee on redemptions made within 30 calendar days of purchase subject to certain exceptions. For more information about these Funds, obtain a prospectus from your Service Organization or from Goldman Sachs by calling the number on the back cover of this Prospectus.
 
  Pursuant to the policy adopted by the Board of Trustees, Goldman Sachs has developed criteria that it uses to identify trading activity that may be excessive. Goldman Sachs reviews on a regular, periodic basis available information relating to the trading activity in the Funds in order to assess the likelihood that a Fund may be the target of excessive trading. As part of its excessive trading surveillance process, Goldman Sachs, on a periodic basis, examines transactions that exceed certain monetary thresholds or numerical limits within a period of time. Consistent with the standards described above, if, in its judgement, Goldman Sachs detects excessive, short term trading, Goldman Sachs may reject or restrict a purchase or exchange request and may further seek to close an investor’s account with a Fund. Goldman Sachs may modify its surveillance procedures and criteria from time to time without prior notice regarding the detection of excessive trading or to address specific circumstances. Goldman Sachs will apply the criteria in a manner that, in Goldman Sachs’ judgment, will be uniform.
 
  Fund shares may be held through omnibus arrangements maintained by intermediaries such as broker-dealers, investment advisers, transfer agents, administrators and insurance companies. In addition, Fund shares may be held in omnibus 401(k) plans, employee benefit plans and other group accounts. Omnibus accounts include multiple investors and such accounts typically provide the Funds with a net purchase or redemption request on any given day where the purchases and redemptions of Fund shares by the investors are netted against one another. The identity of individual investors whose purchase and redemption orders are aggregated are not known by the Funds. A number of these financial intermediaries may not have the capability or may not be willing to apply the Funds’ market timing policies or any applicable redemption fee. While Goldman Sachs may monitor share turnover at the omnibus account level, a Fund’s ability to monitor

 
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SHAREHOLDER GUIDE

  and detect market timing by shareholders or apply any applicable redemption fee in these omnibus accounts is limited. The netting effect makes it more difficult to identify, locate and eliminate market timing activities. In addition, those investors who engage in market timing and other excessive trading activities may employ a variety of techniques to avoid detection. There can be no assurance that the Funds and Goldman Sachs will be able to identify all those who trade excessively or employ a market timing strategy, and curtail their trading in every instance.

 
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  Taxation
 
  As with any investment, you should consider how your investment in the Funds will be taxed. The tax information below is provided as general information. More tax information is available in the Additional Statement. You should consult your tax adviser about the federal, state, local or foreign tax consequences of your investment in the Funds.
 
  Unless your investment is an IRA or other tax-advantaged account, you should consider the possible tax consequences of Fund distributions and the sale of your Fund shares.

   DISTRIBUTIONS   

  Each Fund contemplates declaring as dividends each year all or substantially all of its taxable income. Distributions you receive from the Funds are generally subject to federal income tax, and may also be subject to state or local taxes. This is true whether you reinvest your distributions in additional Fund shares or receive them in cash. For federal tax purposes, the Fund distributions attributable to short-term capital gains and net investment income are generally taxable to you as ordinary income, while distributions attributable to long-term capital gains are taxable as long-term capital gains, no matter how long you have owned your Fund shares.
 
  Under recent changes to the Internal Revenue Code (the “Code”), the maximum long-term capital gain tax rate applicable to individuals, estates, and trusts is 15%. Also, Fund distributions to noncorporate shareholders attributable to dividends received by the Funds from U.S. and certain qualified foreign corporations will generally be taxed at the long-term capital gain rate, as long as certain other requirements are met. A sunset provision provides that the 15% long-term capital gain rate and the taxation of dividends at the long-term capital gain rate will revert back to a prior version of these provisions in the Code for taxable years beginning after December 31, 2008. The amount of a Fund’s distributions that qualify for this favorable tax treatment may be reduced as a result of a Fund’s securities lending activities, by a high portfolio turnover rate or by investments in debt securities or “non-qualified” foreign corporations. For these lower rates to apply, the non-corporate shareholder must own the relevant Fund shares for at least 61 days during the 121-day period beginning 60 days before the Fund’s ex-dividend rate.
 
  Although distributions are generally treated as taxable to you in the year they are paid, distributions declared in October, November or December but paid in January are taxable as if they were paid in December. A percentage of the Funds’ dividends paid to corporate shareholders may be eligible for the corporate dividends-received deduction. This percentage may, however, be reduced as a result of a Fund’s securities lending activities, by a high portfolio turnover rate or by investments in

 
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TAXATION

  debt securities or foreign corporations. Character and tax status of all distributions will be available to shareholders after the close of each calendar year.
 
  Each Fund may be subject to foreign withholding or other foreign taxes on income or gain from certain foreign securities. In general, the Funds may deduct these taxes in computing their taxable income.
 
  If you buy shares of a Fund before it makes a distribution, the distribution will be taxable to you even though it may actually be a return of a portion of your investment. This is known as “buying a dividend.”

   SALES AND EXCHANGES   

  Your sale of Fund shares is a taxable transaction for federal income tax purposes, and may also be subject to state and local taxes. For tax purposes, the exchange of your Fund shares for shares of a different Goldman Sachs Fund is the same as a sale. When you sell your shares, you will generally recognize a capital gain or loss in an amount equal to the difference between your adjusted tax basis in the shares and the amount received. Generally, this gain or loss is long-term or short-term depending on whether your holding period exceeds twelve months, except that any loss realized on shares held for six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends that were received on the shares. Additionally, any loss realized on a sale, exchange or redemption of shares of a Fund may be disallowed under “wash sale” rules to the extent the shares disposed of are replaced with other shares of that Fund within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to a dividend reinvestment in shares of that Fund. If disallowed, the loss will be reflected in an adjustment to the basis of the shares acquired.

   OTHER INFORMATION   

  When you open your account, you should provide your Social Security Number or tax identification number on your Account Application. By law, each Fund must withhold 28% of your taxable distributions and any redemption proceeds if you do not provide your correct taxpayer identification number, or certify that it is correct, or if the IRS instructs the Fund to do so.
 
  Non-U.S. investors may be subject to U.S. withholding and estate tax. However, non-U.S. investors generally may file for a refund of tax withheld (if any) on distributions of qualified interest income and short-term capital gains made by the Funds after September 1, 2005 and before August 31, 2008.

 
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  Appendix A
Additional Information on Portfolio
Risks, Securities and Techniques

   A.  General Portfolio Risks   

  The Funds will be subject to the risks associated with equity investments. “Equity investments” may include common stocks, preferred stocks, interests in real estate investment trusts, convertible debt obligations, convertible preferred stocks, equity interests in trusts, partnerships, joint ventures, limited liability companies and similar enterprises, warrants, stock purchase rights and synthetic and derivative instruments that have economic characteristics similar to equity securities. In general, the values of equity investments fluctuate in response to the activities of individual companies and in response to general market and economic conditions. Accordingly, the values of the equity investments that a Fund holds may decline over short or extended periods. The stock markets tend to be cyclical, with periods when stock prices generally rise and periods when prices generally decline. This volatility means that the value of your investment in the Funds may increase or decrease. In recent years, certain stock markets have experienced substantial price volatility.
 
  To the extent that a Fund invests in fixed-income securities, that Fund will also be subject to the risks associated with its fixed-income securities. These risks include interest rate risk, credit risk and call/extension risk. In general, interest rate risk involves the risk that when interest rates decline, the market value of fixed-income securities tends to increase (although many mortgage-related securities will have less potential than other debt securities for capital appreciation during periods of declining rates). Conversely, when interest rates increase, the market value of fixed-income securities tends to decline. Credit risk involves the risk that an issuer or guarantor could default on its obligations, and a Fund will not recover its investment. Call risk and extension risk are normally present in mortgage-backed securities and asset-backed securities. For example, homeowners have the option to prepay their mortgages. Therefore, the duration of a security backed by home mortgages can either shorten (call risk) or lengthen (extension risk). In general, if interest rates on new mortgage loans fall sufficiently below the interest rates on existing outstanding mortgage loans, the rate of prepayment would be expected to increase. Conversely, if mortgage loan interest rates rise above the interest rates on existing outstanding mortgage loans, the rate of prepayment would be expected to decrease. In either case, a change in the prepayment rate can result in losses to

 
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APPENDIX A

  investors. The same would be true of asset-backed securities such as securities backed by car loans.
 
  The Investment Adviser will not consider the portfolio turnover rate a limiting factor in making investment decisions for a Fund. A high rate of portfolio turnover (100% or more) involves correspondingly greater expenses which must be borne by a Fund and its shareholders, and is also likely to result in higher short-term capital gains taxable to shareholders. The portfolio turnover rate is calculated by dividing the lesser of the dollar amount of sales or purchases of portfolio securities by the average monthly value of a Fund’s portfolio securities, excluding securities having a maturity at the date of purchase of one year or less. See “Financial Highlights” in Appendix B for a statement of the Funds’ historical portfolio turnover rates.
 
  The following sections provide further information on certain types of securities and investment techniques that may be used by the Funds, including their associated risks. Additional information is provided in the Additional Statement, which is available upon request. Among other things, the Additional Statement describes certain fundamental investment restrictions that cannot be changed without shareholder approval. You should note, however, that all investment objectives and all investment policies not specifically designated as fundamental are non-fundamental, and may be changed without shareholder approval. If there is a change in a Fund’s investment objective, you should consider whether that Fund remains an appropriate investment in light of your then current financial position and needs.

   B.  Other Portfolio Risks   

  Risks of Investing in Small Capitalization and Mid-Capitalization Companies. Each Fund may, to the extent consistent with its investment policies, invest in small and mid-capitalization companies. Investments in small and mid-capitalization companies involve greater risk and portfolio price volatility than investments in larger capitalization stocks. Among the reasons for the greater price volatility of these investments are the less certain growth prospects of smaller firms and the lower degree of liquidity in the markets for such securities. Small and mid-capitalization companies may be thinly traded and may have to be sold at a discount from current market prices or in small lots over an extended period of time. In addition, these securities are subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities in particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic or market conditions, or adverse investor perceptions whether or not accurate. Because of the lack of sufficient market liquidity, a Fund may incur losses because it will be required to effect sales at a disadvantageous

 
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  time and only then at a substantial drop in price. Small and mid-capitalization companies include “unseasoned” issuers that do not have an established financial history; often have limited product lines, markets or financial resources; may depend on or use a few key personnel for management; and may be susceptible to losses and risks of bankruptcy. Small and mid-capitalization companies may be operating at a loss or have significant variations in operating results; may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence; may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position; and may have substantial borrowings or may otherwise have a weak financial condition. In addition, these companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing, and other capabilities, and a larger number of qualified managerial and technical personnel. Transaction costs for these investments are often higher than those of larger capitalization companies. Investments in small and mid-capitalization companies may be more difficult to price precisely than other types of securities because of their characteristics and lower trading volumes.
 
  Risks of Foreign Investments. The Funds may make foreign investments. Foreign investments involve special risks that are not typically associated with U.S. dollar denominated or quoted securities of U.S. issuers. Foreign investments may be affected by changes in currency rates, changes in foreign or U.S. laws or restrictions applicable to such investments and changes in exchange control regulations ( e.g. , currency blockage). A decline in the exchange rate of the currency ( i.e. , weakening of the currency against the U.S. dollar) in which a portfolio security is quoted or denominated relative to the U.S. dollar would reduce the value of the portfolio security. In addition, if the currency in which a Fund receives dividends, interest or other payments declines in value against the U.S. dollar before such income is distributed as dividends to shareholders or converted to U.S. dollars, the Fund may have to sell portfolio securities to obtain sufficient cash to pay such dividends.
 
  Brokerage commissions, custodial services and other costs relating to investment in international securities markets generally are more expensive than in the United States. In addition, clearance and settlement procedures may be different in foreign countries and, in certain markets, such procedures have been unable to keep pace with the volume of securities transactions, thus making it difficult to conduct such transactions.
 
  Foreign issuers are not generally subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to U.S. issuers. There may be less publicly available information about a foreign issuer than about a U.S.

 
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  issuer. In addition, there is generally less government regulation of foreign markets, companies and securities dealers than in the United States, and the legal remedies for investors may be more limited than the remedies available in the United States. Foreign securities markets may have substantially less volume than U.S. securities markets and securities of many foreign issuers are less liquid and more volatile than securities of comparable domestic issuers. Furthermore, with respect to certain foreign countries, there is a possibility of nationalization, expropriation or confiscatory taxation, imposition of withholding or other taxes on dividend or interest payments (or, in some cases, capital gains distributions), limitations on the removal of funds or other assets from such countries, and risks of political or social instability or diplomatic developments which could adversely affect investments in those countries.
 
  Concentration of a Fund’s assets in one or a few countries and currencies will subject a Fund to greater risks than if a Fund’s assets were not geographically concentrated.
 
  Investment in sovereign debt obligations by a Fund involves risks not present in debt obligations of corporate issuers. The issuer of the debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due in accordance with the terms of such debt, and a Fund may have limited recourse to compel payment in the event of a default. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt, and in turn a Fund’s NAV, to a greater extent than the volatility inherent in debt obligations of U.S. issuers.
 
  A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward international lenders, and the political constraints to which a sovereign debtor may be subject.
 
  Investments in foreign securities may take the form of sponsored and unsponsored American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”). Certain Funds may also invest in European Depositary Receipts (“EDRs”) or other similar instruments representing securities of foreign issuers. ADRs, GDRs and EDRs represent the right to receive securities of foreign issuers deposited in a bank or other depository. ADRs and certain GDRs are traded in the United States. GDRs may be traded in either the United States or in foreign markets. EDRs are traded primarily outside the United States. Prices of ADRs are quoted in U.S. dollars. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security.

 
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  Risks of Euro. On January 1, 1999, the European Economic and Monetary Union (EMU) introduced a new single currency called the euro. The euro has replaced the national currencies of the following member countries: Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, and Spain. In addition, Cyprus, the Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia and Slovenia became members of the EMU on May 1, 2004, but these countries will not adopt the euro as their new currency until they can show that their economies have converged with the economies of the euro zone.
 
  The European Central Bank has control over each country’s monetary policies. Therefore, the member countries no longer control their own monetary policies by directing independent interest rates for their currencies. The national governments of the participating countries, however, have retained the authority to set tax and spending policies and public debt levels.
 
  The change to the euro as a single currency is relatively new and untested. The elimination of currency risk among EMU countries has affected the economic environment and behavior of investors, particularly in European markets, but the long-term impact of those changes on currency values or on the business or financial condition of European countries and issuers cannot be fully assessed at this time. In addition, the introduction of the euro presents other unique uncertainties, including the fluctuation of the euro relative to non-euro currencies; whether the interest rate, tax and labor regimes of European countries participating in the euro will converge over time; and whether the conversion of the currencies of other countries that now are or may in the future become members of the European Union (“EU”) will have an impact on the euro. Also, it is possible that the euro could be abandoned in the future by countries that have already adopted its use. In May and June 2005, voters in France and the Netherlands rejected ratification of the EU Constitution causing some other countries to postpone moves toward ratification. These or other events, including political and economic developments, could cause market disruptions, and could adversely affect the value of securities held by the Funds. Because of the number of countries using this single currency, a significant portion of the assets held by the Funds may be denominated in the euro.
 
  Risks of Emerging Countries. Certain Funds may invest in securities of issuers located in emerging countries. The risks of foreign investment are heightened when the issuer is located in an emerging country. Emerging countries are generally located in the Asia and Pacific regions, Eastern Europe, Latin and South America and Africa. A Fund’s purchase and sale of portfolio securities in certain emerging countries may be constrained by limitations relating to daily changes in the prices

 
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  of listed securities, periodic trading or settlement volume and/or limitations on aggregate holdings of foreign investors. Such limitations may be computed based on the aggregate trading volume by or holdings of a Fund, the Investment Adviser, its affiliates and their respective clients and other service providers. A Fund may not be able to sell securities in circumstances where price, trading or settlement volume limitations have been reached.
 
  Foreign investment in the securities markets of certain emerging countries is restricted or controlled to varying degrees which may limit investment in such countries or increase the administrative costs of such investments. For example, certain Asian countries require governmental approval prior to investments by foreign persons or limit investment by foreign persons to only a specified percentage of an issuer’s outstanding securities or a specific class of securities which may have less advantageous terms (including price) than securities of the issuer available for purchase by nationals. In addition, certain countries may restrict or prohibit investment opportunities in issuers or industries deemed important to national interests. Such restrictions may affect the market price, liquidity and rights of securities that may be purchased by a Fund. The repatriation of both investment income and capital from certain emerging countries is subject to restrictions such as the need for governmental consents. In situations where a country restricts direct investment in securities (which may occur in certain Asian and other countries), a Fund may invest in such countries through other investment funds in such countries.
 
  Many emerging countries have experienced currency devaluations and substantial (and, in some cases, extremely high) rates of inflation. Other emerging countries have experienced economic recessions. These circumstances have had a negative effect on the economies and securities markets of such emerging countries. Economies in emerging countries generally are dependent heavily upon commodity prices and international trade and, accordingly, have been and may continue to be affected adversely by the economies of their trading partners, trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade.
 
  Many emerging countries are subject to a substantial degree of economic, political and social instability. Governments of some emerging countries are authoritarian in nature or have been installed or removed as a result of military coups, while governments in other emerging countries have periodically used force to suppress civil dissent. Disparities of wealth, the pace and success of democratization, and ethnic, religious and racial disaffection, among other factors, have also led to social unrest, violence and/or labor unrest in some emerging countries. Unanticipated

 
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  political or social developments may result in sudden and significant investment losses. Investing in emerging countries involves greater risk of loss due to expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and on repatriation of capital invested. As an example, in the past some Eastern European governments have expropriated substantial amounts of private property, and many claims of the property owners have never been fully settled. There is no assurance that similar expropriations will not recur in Eastern European or other countries.
 
  A Fund’s investment in emerging countries may also be subject to withholding or other taxes, which may be significant and may reduce the return from an investment in such countries to the Fund.
 
  Settlement procedures in emerging countries are frequently less developed and reliable than those in the United States and may involve a Fund’s delivery of securities before receipt of payment for their sale. In addition, significant delays may occur in certain markets in registering the transfer of securities. Settlement or registration problems may make it more difficult for a Fund to value its portfolio securities and could cause the Fund to miss attractive investment opportunities, to have a portion of its assets uninvested or to incur losses due to the failure of a counterparty to pay for securities the Fund has delivered or the Fund’s inability to complete its contractual obligations because of theft or other reasons.
 
  The creditworthiness of the local securities firms used by a Fund in emerging countries may not be as sound as the creditworthiness of firms used in more developed countries. As a result, the Fund may be subject to a greater risk of loss if a securities firm defaults in the performance of its responsibilities.
 
  The small size and inexperience of the securities markets in certain emerging countries and the limited volume of trading in securities in those countries may make a Fund’s investments in such countries less liquid and more volatile than investments in countries with more developed securities markets (such as the United States, Japan and most Western European countries). A Fund’s investments in emerging countries are subject to the risk that the liquidity of a particular investment, or investments generally, in such countries will shrink or disappear suddenly and without warning as a result of adverse economic, market or political conditions or adverse investor perceptions, whether or not accurate. Because of the lack of sufficient market liquidity, a Fund may incur losses because it will be required to effect sales at a disadvantageous time and only then at a substantial drop in price. Investments in emerging countries may be more difficult to price precisely because of the characteristics discussed above and lower trading volumes.

 
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  A Fund’s use of foreign currency management techniques in emerging countries may be limited. The Investment Adviser anticipates that a significant portion of the Funds’ currency exposure in emerging countries may not be covered by these techniques.
 
  Risks of Derivative Investments. A Fund’s transactions, if any, in options, futures, options on futures, swaps, interest rate caps, floors and collars, structured securities and foreign currency transactions involve additional risk of loss. Loss can result from a lack of correlation between changes in the value of derivative instruments and the portfolio assets (if any) being hedged, the potential illiquidity of the markets for derivative instruments, or the risks arising from margin requirements and related leverage factors associated with such transactions. The use of these management techniques also involves the risk of loss if the Investment Adviser is incorrect in its expectation of fluctuations in securities prices, interest rates or currency prices. Each Fund may also invest in derivative investments for non-hedging purposes (that is, to seek to increase total return). Investing for non-hedging purposes is considered a speculative practice and presents even greater risk of loss.
 
  Risks of Illiquid Securities. Each Fund may invest up to 15% of its net assets in illiquid securities which cannot be disposed of in seven days in the ordinary course of business at fair value. Illiquid securities include:
  n   Both domestic and foreign securities that are not readily marketable
  n   Certain stripped mortgage-backed securities
  n   Repurchase agreements and time deposits with a notice or demand period of more than seven days
  n   Certain over-the-counter options
  n   Certain structured securities and all swap transactions
  n   Certain private investments in public equity (“PIPEs”)
  n   Certain restricted securities, unless it is determined, based upon a review of the trading markets for a specific restricted security, that such restricted security is liquid because it is so-called “4(2) commercial paper” or is otherwise eligible for resale pursuant to Rule 144A under the Securities Act of 1933 (“144A Securities”).

  Investing in 144A Securities may decrease the liquidity of a Fund’s portfolio to the extent that qualified institutional buyers become for a time uninterested in purchasing these restricted securities. The purchase price and subsequent valuation of restricted and illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists.

 
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  Credit/Default Risks. Debt securities purchased by the Funds may include securities (including zero coupon bonds) issued by the U.S. government (and its agencies, instrumentalities and sponsored enterprises), foreign governments, domestic and foreign corporations, banks and other issuers. Some of these fixed-income securities are described in the next section below. Further information is provided in the Additional Statement.
 
  Debt securities rated BBB or higher by Standard & Poor’s Rating Group (“Standard & Poor’s”), Baa or higher by Moody’s Investors Service, Inc. (“Moody’s”) or having a comparable rating by another NRSRO are considered “investment grade.” Securities rated BBB or Baa are considered medium-grade obligations with speculative characteristics, and adverse economic conditions or changing circumstances may weaken their issuers’ capacity to pay interest and repay principal. A security will be deemed to have met a rating requirement if it receives the minimum required rating from at least one such rating organization even though it has been rated below the minimum rating by one or more other rating organizations, or if unrated by such rating organizations, the security is determined by the Investment Adviser to be of comparable credit quality. If a security satisfies a Fund’s minimum rating requirement at the time of purchase and is subsequently downgraded below that rating, the Fund will not be required to dispose of the security. If a downgrade occurs, the Investment Adviser will consider what action, including the sale of the security, is in the best interest of a Fund and its shareholders.
 
  Certain Funds may invest in fixed-income securities rated BB or Ba or below (or comparable unrated securities) which are commonly referred to as “junk bonds.” Junk bonds are considered predominantly speculative and may be questionable as to principal and interest payments.
 
  In some cases, junk bonds may be highly speculative, have poor prospects for reaching investment grade standing and be in default. As a result, investment in such bonds will present greater speculative risks than those associated with investment in investment grade bonds. Also, to the extent that the rating assigned to a security in a Fund’s portfolio is downgraded by a rating organization, the market price and liquidity of such security may be adversely affected.
 
  Risks of Initial Public Offerings. The Funds may invest in IPOs. An IPO is a company’s first offering of stock to the public. IPO risk is the risk that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. When a Fund’s asset base is small, a significant portion of the

 
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  Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the Fund’s assets grow, the effect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reduce the Fund’s performance. Because of the price volatility of IPO shares, a Fund may choose to hold IPO shares for a very short period of time. This may increase the turnover of the Fund’s portfolio and may lead to increased expenses to the Fund, such as commissions and transaction costs. By selling IPO shares, the Fund may realize taxable gains it will subsequently distribute to shareholders. In addition, the market for IPO shares can be speculative and/or inactive for extended periods of time. There is no assurance that a Fund will be able to obtain allocable portions of IPO shares. The limited number of shares available for trading in some IPOs may make it more difficult for a Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. Investors in IPO shares can be affected by substantial dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders.
 
  Temporary Investment Risks. Each Fund may, for temporary defensive purposes, invest a certain percentage of its total assets in:
  n   U.S. government securities
  n   Commercial paper rated at least A-2 by Standard & Poor’s, P-2 by Moody’s or having a comparable rating by another NRSRO
  n   Certificates of deposit
  n   Bankers’ acceptances
  n   Repurchase agreements
  n   Non-convertible preferred stocks and non-convertible corporate bonds with a remaining maturity of less than one year

  When a Fund’s assets are invested in such instruments, the Fund may not be achieving its investment objective.

   C.  Portfolio Securities and Techniques   

  This section provides further information on certain types of securities and investment techniques that may be used by the Funds, including their associated risks.
 
  The Funds may purchase other types of securities or instruments similar to those described in this section if otherwise consistent with the Fund’s investment objectives and policies. Further information is provided in the Additional Statement, which is available upon request.

 
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  Convertible Securities. Each Fund may invest in convertible securities. Convertible securities are preferred stock or debt obligations that are convertible into common stock. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. Convertible securities in which a Fund invests are subject to the same rating criteria as its other investments in fixed-income securities. Convertible securities have both equity and fixed-income risk characteristics. Like all fixed-income securities, the value of convertible securities is susceptible to the risk of market losses attributable to changes in interest rates. Generally, the market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. However, when the market price of the common stock underlying a convertible security exceeds the conversion price of the convertible security, the convertible security tends to reflect the market price of the underlying common stock. As the market price of the underlying common stock declines, the convertible security, like a fixed-income security, tends to trade increasingly on a yield basis, and thus may not decline in price to the same extent as the underlying common stock.
 
  Foreign Currency Transactions. A Fund may, to the extent consistent with its investment policies, purchase or sell foreign currencies on a cash basis or through forward contracts. A forward contract involves an obligation to purchase or sell a specific currency at a future date at a price set at the time of the contract. A Fund may engage in foreign currency transactions for hedging purposes and to seek to protect against anticipated changes in future foreign currency exchange rates. In addition, certain Funds may enter into foreign currency transactions to seek a closer correlation between the Fund’s overall currency exposures and the currency exposures of the Fund’s performance benchmark. Certain Funds may also enter into such transactions to seek to increase total return, which is considered a speculative practice.
 
  Some Funds may also engage in cross-hedging by using forward contracts in a currency different from that in which the hedged security is denominated or quoted. A Fund may hold foreign currency received in connection with investments in foreign securities when, in the judgment of the Investment Adviser, it would be beneficial to convert such currency into U.S. dollars at a later date ( e.g. , the Investment Adviser may anticipate the foreign currency to appreciate against the U.S. dollar).
 
  Currency exchange rates may fluctuate significantly over short periods of time, causing, along with other factors, a Fund’s NAV to fluctuate (when the Fund’s NAV fluctuates, the value of your shares may go up or down). Currency exchange rates also can be affected unpredictably by the intervention of U.S. or foreign

 
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APPENDIX A

  governments or central banks, or the failure to intervene, or by currency controls or political developments in the United States or abroad.
 
  The market in forward foreign currency exchange contracts, currency swaps and other privately negotiated currency instruments offers less protection against defaults by the other party to such instruments than is available for currency instruments traded on an exchange. Such contracts are subject to the risk that the counterparty to the contract will default on its obligations. Since these contracts are not guaranteed by an exchange or clearinghouse, a default on a contract would deprive a Fund of unrealized profits, transaction costs or the benefits of a currency hedge or could force the Fund to cover its purchase or sale commitments, if any, at the current market price.
 
  Structured Securities. Each Fund may invest in structured securities. Structured securities are securities whose value is determined by reference to changes in the value of specific currencies, interest rates, commodities, indices or other financial indicators (the “Reference”) or the relative change in two or more References.
 
  The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference. Structured securities may be positively or negatively indexed, so that appreciation of the Reference may produce an increase or decrease in the interest rate or value of the security at maturity. In addition, changes in the interest rates or the value of the security at maturity may be a multiple of changes in the value of the Reference. Consequently, structured securities may present a greater degree of market risk than many types of securities and may be more volatile, less liquid and more difficult to price accurately than less complex securities.
 
  REITs. Each Fund may invest in REITs. REITs are pooled investment vehicles that invest primarily in either real estate or real estate related loans. The value of a REIT is affected by changes in the value of the properties owned by the REIT or securing mortgage loans held by the REIT. REITs are dependent upon the ability of the REITs’ managers, and are subject to heavy cash flow dependency, default by borrowers and the qualification of the REITs under applicable regulatory requirements for favorable income tax treatment. REITs are also subject to risks generally associated with investments in real estate including possible declines in the value of real estate, general and local economic conditions, environmental problems and changes in interest rates. To the extent that assets underlying a REIT are concentrated geographically, by property type or in certain other respects, these risks may be heightened. A Fund will indirectly bear its proportionate share of any expenses, including management fees, paid by a REIT in which it invests.

 
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  Options on Securities, Securities Indices and Foreign Currencies. A put option gives the purchaser of the option the right to sell, and the writer (seller) of the option the obligation to buy, the underlying instrument during the option period. A call option gives the purchaser of the option the right to buy, and the writer (seller) of the option the obligation to sell, the underlying instrument during the option period. Each Fund may write (sell) covered call and put options and purchase put and call options on any securities in which the Fund may invest or on any securities index consisting of securities in which it may invest. A Fund may also, to the extent consistent with its investment policies, purchase and sell (write) put and call options on foreign currencies.
 
  The writing and purchase of options is a highly specialized activity which involves special investment risks. Options may be used for either hedging or cross-hedging purposes, or to seek to increase total return (which is considered a speculative activity). The successful use of options depends in part on the ability of the Investment Adviser to manage future price fluctuations and the degree of correlation between the options and securities (or currency) markets. If the Investment Adviser is incorrect in its expectation of changes in market prices or determination of the correlation between the instruments or indices on which options are written and purchased and the instruments in a Fund’s investment portfolio, the Fund may incur losses that it would not otherwise incur. The use of options can also increase a Fund’s transaction costs. Options written or purchased by the Funds may be traded on either U.S. or foreign exchanges or over-the-counter. Foreign and over-the-counter options will present greater possibility of loss because of their greater illiquidity and credit risks.
 
  Futures Contracts and Options on Futures Contracts. Futures contracts are standardized, exchange-traded contracts that provide for the sale or purchase of a specified financial instrument or currency at a future time at a specified price. An option on a futures contract gives the purchaser the right (and the writer of the option the obligation) to assume a position in a futures contract at a specified exercise price within a specified period of time. A futures contract may be based on particular securities, foreign currencies, securities indices and other financial instruments and indices. The Funds may engage in futures transactions on both U.S. and foreign exchanges.
 
  Each Fund may purchase and sell futures contracts, and purchase and write call and put options on futures contracts, in order to seek to increase total return or to hedge against changes in interest rates, securities prices or, to the extent a Fund invests in foreign securities, currency exchange rates, or to otherwise manage its term structure, sector selection and duration in accordance with its investment objective and policies. Each Fund may also enter into closing purchase and sale

 
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  transactions with respect to such contracts and options. The Trust, on behalf of each Fund, has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act, and therefore is not subject to registration or regulation as a pool operator under that Act with respect to the Funds.
 
  Futures contracts and related options present the following risks:
  n   While a Fund may benefit from the use of futures and options on futures, unanticipated changes in interest rates, securities prices or currency exchange rates may result in poorer overall performance than if the Fund had not entered into any futures contracts or options transactions.
  n   Because perfect correlation between a futures position and a portfolio position that is intended to be protected is impossible to achieve, the desired protection may not be obtained and a Fund may be exposed to additional risk of loss.
  n   The loss incurred by a Fund in entering into futures contracts and in writing call options on futures is potentially unlimited and may exceed the amount of the premium received.
  n   Futures markets are highly volatile and the use of futures may increase the volatility of a Fund’s NAV.
  n   As a result of the low margin deposits normally required in futures trading, a relatively small price movement in a futures contract may result in substantial losses to a Fund.
  n   Futures contracts and options on futures may be illiquid, and exchanges may limit fluctuations in futures contract prices during a single day.
  n   Foreign exchanges may not provide the same protection as U.S. exchanges.

  Equity Swaps. Each Fund may invest in equity swaps. Equity swaps allow the parties to a swap agreement to exchange the dividend income or other components of return on an equity investment (for example, a group of equity securities or an index) for a component of return on another non-equity or equity investment.
 
  An equity swap may be used by a Fund to invest in a market without owning or taking physical custody of securities in circumstances in which direct investment may be restricted for legal reasons or is otherwise deemed impractical or disadvantageous. Equity swaps are derivatives and their value can be very volatile. To the extent that the Investment Adviser does not accurately analyze and predict the potential relative fluctuation of the components swapped with another party, a Fund may suffer a loss, which may be substantial. The value of some components of an equity swap (such as the dividends on a common stock) may also be sensitive to changes in interest rates. Furthermore, a Fund may suffer a loss if the counterparty defaults. Because equity swaps are normally illiquid, a Fund may be unable to terminate its obligations when desired.

 
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  When-Issued Securities and Forward Commitments. Each Fund may purchase when-issued securities and make contracts to purchase or sell securities for a fixed price at a future date beyond customary settlement time. When-issued securities are securities that have been authorized, but not yet issued. When-issued securities are purchased in order to secure what is considered to be an advantageous price or yield to the Fund at the time of entering into the transaction. A forward commitment involves the entering into a contract to purchase or sell securities for a fixed price at a future date beyond the customary settlement period.
 
  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, a Fund may dispose of when-issued securities or forward commitments prior to settlement if the Investment Adviser deems it appropriate.
 
  Repurchase Agreements. Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. Each Fund may enter into repurchase agreements with securities dealers and banks which furnish collateral at least equal in value or market price to the amount of their repurchase obligation.
 
  If the other party or “seller” defaults, a Fund might 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 bankruptcy of the seller, a Fund could suffer additional losses if a court determines that the Fund’s interest in the collateral is not enforceable.
 
  Certain Funds, together with other registered investment companies having advisory agreements with the Investment Adviser or any of its affiliates, may transfer uninvested cash balances into a single joint account, the daily aggregate balance of which will be invested in one or more repurchase agreements.
 
  Lending of Portfolio Securities. Each Fund may engage in securities lending. Securities lending involves the lending of securities owned by a Fund to financial institutions such as certain broker-dealers including, as permitted by the SEC, Goldman Sachs. The borrowers are required to secure their loans continuously with cash, cash equivalents, U.S. government securities or letters of credit in an amount at least equal to the market value of the securities loaned. Cash collateral may be invested by a Fund in short-term investments, including unregistered investment

 
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  pools managed by the Investment Adviser or its affiliates and from which the Investment Adviser or its affiliates may receive fees. To the extent that cash collateral is so invested, such collateral will be subject to market depreciation or appreciation, and a Fund will be responsible for any loss that might result from its investment of the borrowers’ collateral. If the Investment Adviser determines to make securities loans, the value of the securities loaned may not exceed 33 1/3% of the value of the total assets of a Fund (including the loan collateral). Loan collateral (including any investment of the collateral) is not subject to the percentage limitations described elsewhere in this Prospectus regarding investments in fixed-income securities and cash equivalents.
 
  A Fund may lend its securities to increase its income. A Fund may, however, experience delay in the recovery of its securities or incur a loss if the institution with which it has engaged in a portfolio loan transaction breaches its agreement with the Fund or becomes insolvent.
 
  Short Sales Against-the-Box. Certain Funds may make short sales against-the-box. A short sale against-the-box means that at all times when a short position is open the Fund will own an equal amount of securities sold short, or securities convertible into or exchangeable for, without payment of any further consideration, an equal amount of the securities of the same issuer as the securities sold short.
 
  Preferred Stock, Warrants and Rights. Each Fund may invest in preferred stock, warrants and rights. Preferred stocks are securities that represent an ownership interest providing the holder with claims on the issuer’s earnings and assets before common stock owners but after bond owners. Unlike debt securities, the obligations of an issuer of preferred stock, including dividend and other payment obligations, may not typically be accelerated by the holders of such preferred stock on the occurrence of an event of default or other non-compliance by the issuer of the preferred stock.
 
  Warrants and other rights are options to buy a stated number of shares of common stock at a specified price at any time during the life of the warrant or right. The holders of warrants and rights have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer.
 
  Other Investment Companies. Each Fund may invest in securities of other investment companies (including exchange-traded funds such as SPDRs and iShares SM , as defined below) subject to statutory limitations prescribed by the Investment Company Act of 1940. These limitations include a prohibition on any Fund acquiring more than 3% of the voting shares of any other investment company, and a prohibition on investing more than 5% of a Fund’s total assets in securities of any one investment company or more than 10% of its total assets in

 
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  securities of all investment companies. A Fund will indirectly bear its proportionate share of any management fees and other expenses paid by such other investment companies. Although the Funds do not expect to do so in the foreseeable future, each Fund is authorized to invest substantially all of its assets in a single open-end investment company or series thereof that has substantially the same investment objective, policies and fundamental restrictions as the Fund. Pursuant to an exemptive order obtained from the SEC, other investment companies in which a Fund may invest include money market funds which the Investment Adviser or any of its affiliates serves as investment adviser, administrator or distributor.
 
  Exchange-traded funds such as SPDRs and iShares SM are shares of unaffiliated investment companies which are traded like traditional equity securities on a national securities exchange or the NASDAQ ® National Market System.

  n   Standard & Poor’s Depositary Receipts™. The Funds may, consistent with their investment policies, purchase Standard & Poor’s Depositary Receipts™ (“SPDRs”). SPDRs are securities traded on an exchange that represent ownership in the SPDR Trust, a trust which has been established to accumulate and hold a portfolio of common stocks that is intended to track the price performance and dividend yield of the S&P 500 ® . SPDRs may be used for several reasons, including, but not limited to, facilitating the handling of cash flows or trading, or reducing transaction costs. The price movement of SPDRs may not perfectly parallel the price action of the S&P 500 ® .
 
  n   iShares SM . iShares are shares of an investment company that invests substantially all of its assets in securities included in specified indices, including the MSCI indices for various countries and regions. iShares are listed on an exchange and were initially offered to the public in 1996. The market prices of iShares are expected to fluctuate in accordance with both changes in the NAVs of their underlying indices and supply and demand of iShares on an exchange. However, iShares have a limited operating history and information is lacking regarding the actual performance and trading liquidity of iShares for extended periods or over complete market cycles. In addition, there is no assurance that the requirements of the exchange necessary to maintain the listing of iShares will continue to be met or will remain unchanged. In the event substantial market or other disruptions affecting iShares occur in the future, the liquidity and value of a Fund’s shares could also be substantially and adversely affected. If such disruptions were to occur, a Fund could be required to reconsider the use of iShares as part of its investment strategy.

  Unseasoned Companies. Each Fund may invest in companies which (together with their predecessors) have operated less than three years. The securities of such companies may have limited liquidity, which can result in their being priced higher

 
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APPENDIX A

  or lower than might otherwise be the case. In addition, investments in unseasoned companies are more speculative and entail greater risk than do investments in companies with an established operating record.
 
  Private Investments in Public Equity. Certain Funds may purchase equity securities in a private placement that are issued by issuers who have outstanding, publicly-traded equity securities of the same class (“private investments in public equity” or “PIPEs”). Shares in PIPEs generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPEs are restricted as to resale and the Fund cannot freely trade the securities. Generally, such restrictions cause the PIPEs to be illiquid during this time. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
 
  Corporate Debt Obligations. Corporate debt obligations include bonds, notes, debentures, commercial paper and other obligations of corporations to pay interest and repay principal. Each Fund may invest in corporate debt obligations issued by U.S. and certain non-U.S. issuers which issue securities denominated in the U.S. dollar (including Yankee and Euro obligations). In addition to obligations of corporations, corporate debt obligations include securities issued by banks and other financial institutions and supranational entities ( i.e. , the World Bank, the International Monetary Fund, etc.).
 
  Bank Obligations. Each Fund may invest in obligations issued or guaranteed by U.S. or foreign banks. Bank obligations, including without limitation, time deposits, bankers’ acceptances and certificates of deposit, may be general obligations of the parent bank or may be limited to the issuing branch by the terms of the specific obligations or by government regulations. Banks are subject to extensive but different governmental regulations which may limit both the amount and types of loans which may be made and interest rates which may be charged. In addition, the profitability of the banking industry is largely dependent upon the availability and cost of funds for the purpose of financing lending operations under prevailing money market conditions. General economic conditions as well as exposure to credit losses arising from possible financial difficulties of borrowers play an important part in the operation of this industry.
 
  U.S. Government Securities. Each Fund may invest in U.S. Government Securities. U.S. Government Securities include U.S. Treasury obligations and obligations issued or guaranteed by U.S. government agencies, instrumentalities or sponsored

 
87


 

  enterprises. U.S. Government Securities may be supported by (a) the full faith and credit of the U.S. Treasury; (b) the right of the issuer to borrow from the U.S. Treasury; (c) the discretionary authority of the U.S. government to purchase certain obligations of the issuer; or (d) only the credit of the issuer. U.S. Government Securities also include Treasury receipts, zero coupon bonds and other stripped U.S. Government Securities, where the interest and principal components of stripped U.S. Government Securities are traded independently.
 
  Custodial Receipts and Trust Certificates. Each Fund may invest in custodial receipts and trust certificates representing interests in securities held by a custodian or trustee. The securities so held may include U.S. Government Securities or other types of securities in which a Fund may invest. The custodial receipts or trust certificates may evidence ownership of future interest payments, principal payments or both on the underlying securities, or, in some cases, the payment obligation of a third party that has entered into an interest rate swap or other arrangement with the custodian or trustee. For certain securities laws purposes, custodial receipts and trust certificates may not be considered obligations of the U.S. government or other issuer of the securities held by the custodian or trustee. If for tax purposes a Fund is not considered to be the owner of the underlying securities held in the custodial or trust account, the Fund may suffer adverse tax consequences. As a holder of custodial receipts and trust certificates, a Fund will bear its proportionate share of the fees and expenses charged to the custodial account or trust. Each Fund may also invest in separately issued interests in custodial receipts and trust certificates.
 
  Mortgage-Backed Securities. Certain Funds may invest in mortgage-backed securities. Mortgage-backed securities represent direct or indirect participations in, or are collateralized by and payable from, mortgage loans secured by real property. Mortgage-backed securities can be backed by either fixed rate mortgage loans or adjustable rate mortgage loans, and may be issued by either a governmental or non-governmental entity. Privately issued mortgage-backed securities are normally structured with one or more types of “credit enhancement.” However, these mortgage-backed securities typically do not have the same credit standing as U.S. government guaranteed mortgage-backed securities.
 
  Mortgage-backed securities may include multiple class securities, including collateralized mortgage obligations (“CMOs”) and Real Estate Mortgage Investment Conduit (“REMIC”) pass-through or participation certificates. A REMIC is a CMO that qualifies for special tax treatment and invests in certain mortgages principally secured by interests in real property and other permitted investments. CMOs provide an investor with a specified interest in the cash flow from a pool of underlying mortgages or of other mortgage-backed securities. CMOs are issued in multiple classes each with a specified fixed or floating interest rate and a final

 
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APPENDIX A

  scheduled distribution rate. In many cases, payments of principal are applied to the CMO classes in the order of their respective stated maturities, so that no principal payments will be made on a CMO class until all other classes having an earlier stated maturity date are paid in full.
 
  Sometimes, however, CMO classes are “parallel pay,” i.e. , payments of principal are made to two or more classes concurrently. In some cases, CMOs may have the characteristics of a stripped mortgage-backed security whose price can be highly volatile. CMOs may exhibit more or less price volatility and interest rate risk than other types of mortgage-related obligations, and under certain interest rate and payment scenarios, a Fund may fail to recoup fully its investment in certain of these securities regardless of their credit quality.
 
  Mortgaged-backed securities also include stripped mortgage-backed securities (“SMBS”), which are derivative multiple class mortgage-backed securities. SMBS are usually structured with two different classes: one that receives substantially all of the interest payments and the other that receives substantially all of the principal payments from a pool of mortgage loans. The market value of SMBS consisting entirely of principal payments generally is unusually volatile in response to changes in interest rates. The yields on SMBS that receive all or most of the interest from mortgage loans are generally higher than prevailing market yields on other mortgage-backed securities because their cash flow patterns are more volatile and there is a greater risk that the initial investment will not be fully recouped.
 
  Asset-Backed Securities. Certain Funds may invest in asset-backed securities. Asset-backed securities are securities whose principal and interest payments are collateralized by pools of assets such as auto loans, credit card receivables, leases, installment contracts and personal property. Asset-backed securities are often subject to more rapid repayment than their stated maturity date would indicate as a result of the pass-through of prepayments of principal on the underlying loans. During periods of declining interest rates, prepayment of loans underlying asset-backed securities can be expected to accelerate. Accordingly, a Fund’s ability to maintain positions in such securities will be affected by reductions in the principal amount of such securities resulting from prepayments, and its ability to reinvest the returns of principal at comparable yields is subject to generally prevailing interest rates at that time. Asset-backed securities present credit risks that are not presented by mortgage-backed securities. This is because asset-backed securities generally do not have the benefit of a security interest in collateral that is comparable to mortgage assets. If the issuer of an asset-backed security defaults on its payment obligations, there is the possibility that, in some cases, the Fund will be unable to possess and sell the underlying collateral and that the Fund’s recoveries on repossessed collateral may not be available to support payments on the securities.

 
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  In the event of a default, a Fund may suffer a loss if it cannot sell collateral quickly and receive the amount it is owed.
 
  Borrowings. Each Fund can borrow money from banks and other financial institutions in amounts not exceeding one-third of its total assets for temporary or emergency purposes. A Fund may not make additional investments if borrowings exceed 5% of its total assets.
 
  Mortgage Dollar Rolls. Certain Funds may enter into mortgage dollar rolls. A mortgage dollar roll involves the sale by a Fund of securities for delivery in the current month. The Fund simultaneously contracts with the same counterparty to repurchase substantially similar (same type, coupon and maturity) but not identical securities on a specified future date. During the roll period, the Fund loses the right to receive principal and interest paid on the securities sold. However, the Fund benefits to the extent of any difference between (a) the price received for the securities sold and (b) the lower forward price for the future purchase and/or fee income plus the interest earned on the cash proceeds of the securities sold. Unless the benefits of a mortgage dollar roll exceed the income, capital appreciation and gain or loss due to mortgage prepayments that would have been realized on the securities sold as part of the roll, the use of this technique will diminish the Fund’s performance.
 
  Successful use of mortgage dollar rolls depends upon the Investment Adviser’s ability to predict correctly interest rates and mortgage prepayments. If the Investment Adviser is incorrect in its prediction, a Fund may experience a loss. The Funds do not currently intend to enter into mortgage dollar rolls for financing and do not treat them as borrowings.
 
  Yield Curve Options. Certain Funds may enter into options on the yield “spread” or differential between two securities. Such transactions are referred to as “yield curve” options. In contrast to other types of options, a yield curve option is based on the difference between the yields of designated securities, rather than the prices of the individual securities, and is settled through cash payments. Accordingly, a yield curve option is profitable to the holder if this differential widens (in the case of a call) or narrows (in the case of a put), regardless of whether the yields of the underlying securities increase or decrease.
 
  The trading of yield curve options is subject to all of the risks associated with the trading of other types of options. In addition, such options present a risk of loss even if the yield of an underlying security remains constant, or if the spread moves in a direction or to an extent which was not anticipated.
 
  Reverse Repurchase Agreements. Certain Funds may enter into reverse repurchase agreements. Reverse repurchase agreements involve the sale of securities held by a

 
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APPENDIX A

  Fund subject to the Fund’s agreement to repurchase them at a mutually agreed upon date and price (including interest). These transactions may be entered into as a temporary measure for emergency purposes or to meet redemption requests. Reverse repurchase agreements may also be entered into when the Investment Adviser expects that the interest income to be earned from the investment of the transaction proceeds will be greater than the related interest expense. Reverse repurchase agreements involve leveraging. If the securities held by a Fund decline in value while these transactions are outstanding, the NAV of the Fund’s outstanding shares will decline in value by proportionately more than the decline in value of the securities. In addition, reverse repurchase agreements involve the risk that the investment return earned by a Fund (from the investment of the proceeds) will be less than the interest expense of the transaction, that the market value of the securities sold by a Fund will decline below the price the Fund is obligated to pay to repurchase the securities, and that the securities may not be returned to the Fund.
 
  Municipal Securities. Certain Funds may invest in securities and instruments issued by state and local government issuers. Municipal securities in which a Fund may invest consist of bonds, notes, commercial paper and other instruments (including participating interests in such securities) issued by or on behalf of states, territories and possessions of the United States (including the District of Columbia) and their political subdivisions, agencies or instrumentalities. Such securities may pay fixed, variable or floating rates of interest. Municipal securities are often issued to obtain funds for various public purposes, including the construction of a wide range of public facilities such as bridges, highways, housing, hospitals, mass transportation, schools, streets and water and sewer works. Other public purposes for which municipal securities may be issued include refunding outstanding obligations, obtaining funds for general operating expenses, and obtaining funds to lend to other public institutions and facilities. Municipal securities in which a Fund may invest include private activity bonds, municipal leases, certificates of participation, pre-funded municipal securities and auction rate securities. Dividends paid by the Funds based on investments in municipal securities will be taxable.
 
  Interest Rate Swaps, Mortgage Swaps, Credit Swaps, Currency Swaps, Total Return Swaps, Options on Swaps and Interest Rate Caps, Floors and Collars. Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest, such as an exchange of fixed-rate payments for floating rate payments. Mortgage swaps are similar to interest rate swaps in that they represent commitments to pay and receive interest. The notional principal amount, however, is tied to a reference pool or pools of mortgages. Credit swaps involve the receipt of floating or fixed rate payments in exchange for assuming potential credit losses on an underlying security. Credit

 
91


 

  swaps give one party to a transaction the right to dispose of or acquire an asset (or group of assets), or the right to receive a payment from the other party, upon the occurrence of specified credit events. Currency swaps involve the exchange of the parties’ respective rights to make or receive payments in specified currencies. Total return swaps give a Fund the right to receive the appreciation in the value of a specified security, index or other instrument in return for a fee paid to the counterparty, which will typically be an agreed upon interest rate. If the underlying asset in a total return swap declines in value over the term of the swap, the Fund may also be required to pay the dollar value of that decline to the counterparty. Certain Funds may also purchase and write (sell) options contracts on swaps, commonly referred to as swaptions. A swaption is an option to enter into a swap agreement. Like other types of options, the buyer of a swaption pays a non-refundable premium for the option and obtains the right, but not the obligation, to enter into an underlying swap on agreed-upon terms. The seller of a swaption, in exchange for the premium, becomes obligated (if the option is exercised) to enter into an underlying swap on agreed-upon terms. The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to receive payment of interest on a notional principal amount from the party selling such interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling the interest rate floor. An interest rate collar is the combination of a cap and a floor that preserves a certain return within a predetermined range of interest rates.
 
  Certain Funds may enter into the transactions described above for hedging purposes or to seek to increase total return. The use of interest rate, mortgage, credit, currency and total return swaps, options on swaps, and interest rate caps, floors and collars is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Investment Adviser is incorrect in its forecasts of market value, interest rates and currency exchange rates, the investment performance of a Fund would be less favorable than it would have been if these investment techniques were not used.
 
  Loan Participations. Certain Funds may invest in loan participations. A loan participation is an interest in a loan to a U.S. or foreign company or other borrower which is administered and sold by a financial intermediary. A Fund may only invest in loans to issuers in whose obligations it may otherwise invest. Loan participation interests may take the form of a direct or co-lending relationship with the corporate borrower, an assignment of an interest in the loan by a co-lender or another participant, or a participation in the seller’s share of the loan. When a Fund acts as co-lender in connection with a participation interest or when it

 
92


 

APPENDIX A

  acquires certain participation interests, the Fund will have direct recourse against the borrower if the borrower fails to pay scheduled principal and interest. In cases where the Fund lacks direct recourse, it will look to the agent bank to enforce appropriate credit remedies against the borrower. In these cases, the Fund may be subject to delays, expenses and risks that are greater than those that would have been involved if the Fund had purchased a direct obligation (such as commercial paper) of such borrower. Moreover, under the terms of the loan participation, the Fund may be regarded as a creditor of the agent bank (rather than of the underlying corporate borrower), so that the Fund may also be subject to the risk that the agent bank may become insolvent.
 
  Inverse Floaters. Certain Funds may invest in inverse floating rate debt securities (“inverse floaters”). The interest rate on inverse floaters resets in the opposite direction from the market rate of interest to which the inverse floater is indexed. An inverse floater may be considered to be leveraged to the extent that its interest rate varies by a magnitude that exceeds the magnitude of the change in the index rate of interest. The higher the degree of leverage of an inverse floater, the greater the volatility of its market value.

 
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  Appendix B
Financial Highlights
 
  The financial highlights tables are intended to help you understand a Fund’s financial performance for the past five years (or less if the Fund has not been in operation for five years). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions). The information has been audited by PricewaterhouseCoopers LLP, whose report, along with a Fund’s financial statements, is included in the Funds’ annual report (available upon request).

BALANCED FUND

                                           
Balanced Fund— Service Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning
of year
  $ 18.67     $ 17.25     $ 16.30     $ 18.35     $ 21.41  
   
Net investment income a
    0.33 b     0.28       0.39       0.44 c     0.55  
Net realized and unrealized gain (loss)
    1.27       1.49       0.97       (2.02 ) c     (2.65 )
   
 
Total from investment operations
    1.60       1.77       1.36       (1.58 )     (2.10 )
   
Distributions to shareholders
                                       
From net investment income
    (0.38 )     (0.35 )     (0.41 )     (0.47 )     (0.70 )
From net realized gains
                            (0.26 )
   
 
Total distributions
    (0.38 )     (0.35 )     (0.41 )     (0.47 )     (0.96 )
   
Net asset value, end of year
  $ 19.89     $ 18.67     $ 17.25     $ 16.30     $ 18.35  
   
Total return d
    8.66 %     10.34 %     8.53 %     (8.79 )%     (10.06 )%
Net assets at end of year (in 000s)
  $ 1     $ 1     $ 12     $ 10     $ 16  
Ratio of net expenses to
average net assets
    1.24 %     1.25 %     1.26 %     1.26 %     1.25 %
Ratio of net investment income to
average net assets
    1.68 % b     1.63 %     2.36 %     2.49 % c     2.84 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.41 %     1.40 %     1.48 %     1.48 %     1.44 %
Ratio of net investment income to average net assets
    1.51 % b     1.48 %     2.14 %     2.27 % c     2.65 %
Portfolio turnover rate e
    228 %     208 %     192 %     169 %     187 %

See page 105 for all footnotes.

 
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APPENDIX B

RESEARCH SELECT FUND

                                           
Research Select Fund— Service Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 6.31     $ 5.64     $ 4.98     $ 7.07     $ 10.78  
   
Net investment loss a
    0.02 b     (0.01 )     (0.02 )     (0.04 )     (0.08 )
Net realized and unrealized gain (loss)
    0.65       0.68       0.68       (2.05 )     (3.63 )
   
 
Total from investment operations
    0.67       0.67       0.66       (2.09 )     (3.71 )
   
Net asset value, end of year
  $ 6.98     $ 6.31     $ 5.64     $ 4.98     $ 7.07  
   
Total return d
    10.62 %     11.88 %     13.25 %     (29.56 )%     (34.35 )%
Net assets at end of year (in 000s)
  $ 16     $ 14     $ 13     $ 11     $ 13  
Ratio of net expenses to average net assets
    1.59 %     1.60 %     1.62 %     1.61 %     1.60 %
Ratio of net investment income (loss) to average net assets
    0.34 % b     (0.20 )%     (0.43 )%     (0.66 )%     (0.91 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.73 %     1.67 %     1.68 %     1.64 %     1.63 %
Ratio of net investment income (loss) to average net assets
    0.20 % b     (0.27 )%     (0.49 )%     (0.69 )%     (0.94 )%
Portfolio turnover rate
    51 %     41 %     121 %     107 %     171 %

See page 105 for all footnotes.

 
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CAPITAL GROWTH FUND

                                               
Capital Growth Fund— Service Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                           
Net asset value, beginning of year
  $ 18.14     $ 16.94     $ 15.33     $ 19.63     $ 28.81      
   
Net investment loss a
    0.01 b     (0.07 )     (0.01 )     (0.07 )     (0.08 )    
Net realized and unrealized gain (loss)
    1.71 f     1.27       1.62       (4.20 )     (7.20 )    
   
 
Total from investment operations
    1.72       1.20       1.61       (4.27 )     (7.28 )    
   
Distributions to shareholders
                                           
From net realized gains
                      (0.03 )     (1.90 )    
   
Net asset value, end of year
  $ 19.86     $ 18.14     $ 16.94     $ 15.33     $ 19.63      
   
Total return d
    9.48 %     7.08 %     10.50 %     (21.78 )%     (26.58 )   %
Net assets at end of year (in 000s)
  $ 9,858     $ 5,592     $ 5,985     $ 5,976     $ 8,979      
Ratio of net expenses to average net assets
    1.49 %     1.49 %     1.50 %     1.53 %     1.54 %    
Ratio of net investment income (loss) to average net assets
    0.04 % b     (0.36 )%     (0.10 )%     (0.39 )%     (0.35 )%    
Ratios assuming no expense reductions
                                           
Ratio of total expenses to average net assets
    1.55 %     1.57 %     1.58 %     1.57 %     1.56 %    
Ratio of net investment income (loss) to average net assets
    (0.02 )% b     (0.44 )%     (0.18 )%     (0.43 )%     (0.37 )%    
Portfolio turnover rate
    34 %     43 %     17 %     11 %     18 %    

See page 105 for all footnotes.

 
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APPENDIX B

GROWTH AND INCOME FUND

                                           
Growth and Income Fund— Service Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning of year
  $ 22.87     $ 19.19     $ 17.98     $ 19.63     $ 24.77  
   
Net investment income (loss) a
    0.38 b     0.19       0.23       0.16       (0.01 )
Net realized and unrealized gain (loss)
    2.61 f     3.68       1.21       (1.68 )     (5.13 )
   
 
Total from investment operations
    2.99       3.87       1.44       (1.52 )     (5.14 )
   
Distributions to shareholders
                                       
From net investment income
    (0.32 )     (0.19 )     (0.23 )     (0.13 )      
   
Net asset value, end of year
  $ 25.54     $ 22.87     $ 19.19     $ 17.98     $ 19.63  
   
Total return d
    13.24 % g     20.14 %     8.14 %     (7.80 )%     (20.75 )%
Net assets at end of year (in 000s)
  $ 1,083     $ 1,204     $ 2,191     $ 3,819     $ 5,581  
Ratio of net expenses to average net assets
    1.29 %     1.29 %     1.30 %     1.30 %     1.29 %
Ratio of net investment income (loss) to average net assets
    1.57 % b     0.94 %     1.33 %     0.83 %     (0.03 )%
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.31 %     1.31 %     1.34 %     1.32 %     1.31 %
Ratio of net investment income (loss) to average net assets
    1.55 % b     0.92 %     1.29 %     0.81 %     (0.05 )%
Portfolio turnover rate
    45 %     54 %     55 %     89 %     40 %

See page 105 for all footnotes.

 
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LARGE CAP VALUE FUND

                                               
Large Cap Value Fund— Service Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                           
Net asset value, beginning of year
  $ 11.80     $ 9.91     $ 9.29     $ 10.23     $ 10.38      
   
Net investment income a
    0.12 b     0.06       0.08       0.08       0.08      
Net realized and unrealized gain
    1.65       1.96       0.63       (1.00 )     (0.20 )    
   
 
Total from investment operations
    1.77       2.02       0.71       (0.92 )     (0.12 )    
   
Distributions to shareholders
                                           
From net investment income
    (0.11 )     (0.13 )     (0.09 )     (0.02 )     (0.03 )    
From net realized gains
    (0.09 )                            
   
 
Total distributions
    (0.20 )     (0.13 )     (0.09 )     (0.02 )     (0.03 )    
   
Net asset value, end of year
  $ 13.37     $ 11.80     $ 9.91     $ 9.29     $ 10.23      
   
Total return d
    15.08 %     20.51 %     7.74 %     (9.03 )%     (1.17 )%    
Net assets at end of year (in 000s)
  $ 2,523     $ 134     $ 2     $ 1     $ 2      
Ratio of net expenses to average net assets
    1.35 %     1.35 %     1.36 %     1.36 %     1.35 %    
Ratio of net investment income (loss) to average net assets
    0.87 % b     0.48 %     0.82 %     0.84 %     0.80 %    
Ratios assuming no expense reductions
                                           
Ratio of total expenses to average net assets
    1.36 %     1.38 %     1.40 %     1.42 %     1.93 %    
Ratio of net investment income (loss) to average net assets
    0.86 % b     0.45 %     0.78 %     0.78 %     0.22 %    
Portfolio turnover rate
    70 %     72 %     78 %     91 %     69 %    

See page 105 for all footnotes.

 
98


 

APPENDIX B

STRATEGIC GROWTH FUND

                                               
Strategic Growth Fund— Service Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                           
Net asset value, beginning of year
  $ 8.10     $ 7.82     $ 6.97     $ 9.23     $ 12.52      
   
Net investment income (loss) a
    hb     (0.05 )     (0.03 )     (0.05 )     (0.04 )    
Net realized and unrealized gain (loss)
    0.67       0.33       0.88       (2.21 )     (3.25 )    
   
 
Total from investment operations
    0.67       0.28       0.85       (2.26 )     (3.29 )    
   
Distributions to shareholders
                                           
From net investment income
    h                            
From net realized gains
                      h            
   
Net asset value, end of year
  $ 8.77     $ 8.10     $ 7.82     $ 6.97     $ 9.23      
   
Total return d
    8.27 %     3.58 %     12.20 %     (24.46 )%     (26.27 )%    
Net assets at end of year (in 000s)
  $ 261     $ 297     $ 1     $ 1     $ 1      
Ratio of net expenses to average net assets
    1.54 %     1.54 %     1.55 %     1.55 %     1.54 %    
Ratio of net investment income (loss) to average net assets
    0.00 bl     (0.58 )%     (0.44 )%     (0.58 )%     (0.37 )%    
Ratios assuming no expense reductions
                                           
Ratio of total expenses to average net assets
    1.67 %     1.65 %     1.72 %     1.73 %     1.77 %    
Ratio of net investment income (loss) to average net assets
    (0.13 ) b     (0.69 )%     (0.61 )%     (0.76 )%     (0.60 )%    
Portfolio turnover rate
    46 %     19 %     14 %     40 %     25 %    

See page 105 for all footnotes.

 
99


 

CONCENTRATED GROWTH FUND

                           
Concentrated Growth Fund—Service Shares

For the For the
Year Ended Period Ended
August 31, August 31,
2005 2004 2003 j

Income (loss) from investment operations
                       
Net asset value, beginning of period
  $ 11.70     $ 11.64     $ 10.00  
   
Net investment loss a
    b     (0.07 )     (0.07 )
Net realized and unrealized gain
    1.22       0.17       1.71  
   
 
Total from investment operations
    1.22       0.10       1.64  
   
Distributions to shareholders
                       
From net realized gains
    (0.19 )     (0.04 )      
   
Net asset value, end of period
  $ 12.73     $ 11.70     $ 11.64  
   
Total return d
    10.43 %     0.84 %     16.40 %
Net assets, end of period (in 000s)
  $ 2     $ 2     $ 2  
Ratio of net expenses to average net assets
    1.58 %     1.58 %     1.58 % k
Ratio of net investment loss to average net assets
    (0.05 )% b     (0.61 )%     (0.72 )% k
Ratios assuming no expense reductions
                       
Ratio of total expenses to average net assets
    1.81 %     1.89 %     2.75 % k
Ratio of net investment loss to average net assets
    (0.28 )% b     (0.92 )%     (1.89 )% k
Portfolio turnover rate
    46 %     28 %     19 %

See page 105 for all footnotes.

 
100


 

APPENDIX B

MID CAP VALUE FUND

                                           
Mid Cap Value Fund— Service Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning
of year
  $ 30.68     $ 25.26     $ 24.12     $ 24.14     $ 19.73  
   
Net investment income a
    0.12       0.09       0.17       0.16       0.21  
Net realized and unrealized gain
    8.31       5.51       1.65       0.44       4.34  
   
 
Total from investment
operations
    8.43       5.60       1.82       0.60       4.55  
   
Distributions to shareholders
                                       
From net investment income
    (0.09 )     (0.18 )     (0.18 )           (0.14 )
From net realized gains
    (2.35 )           (0.50 )     (0.62 )      
   
 
Total distributions
    (2.44 )     (0.18 )     (0.68 )     (0.62 )     (0.14 )
   
Net asset value, end of year
  $ 36.67     $ 30.68     $ 25.26     $ 24.12     $ 24.14  
   
Total return d
    28.55 %     22.27 %     7.83 %     2.55 %     23.17 %
Net assets at end of year (in 000s)
  $ 79,224     $ 13,997     $ 3,008     $ 921     $ 256  
Ratio of net expenses to average net assets
    1.32 %     1.34 %     1.35 %     1.37 %     1.39 %
Ratio of net investment income (loss) to average net assets
    0.35 %     0.30 %     0.72 %     0.63 %     0.94 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.33 %     1.34 %     1.35 %     1.37 %     1.42 %
Ratio of net investment income (loss) to average net assets
    0.34 %     0.30 %     0.72 %     0.63 %     0.91 %
Portfolio turnover rate
    58 %     71 %     80 %     92 %     101 %

See page 105 for all footnotes.

 
101


 

GROWTH OPPORTUNITIES FUND

                                               
Growth Opportunities Fund— Service Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                           
Net asset value, beginning of year
  $ 18.46     $ 17.29     $ 14.03     $ 18.05     $ 19.45      
   
Net investment loss a
    (0.23 ) b     (0.17 )     (0.13 )     (0.16 )     (0.16 )    
Net realized and unrealized gain (loss)
    3.82       1.34       3.39       (3.86 )     (0.65 )    
   
 
Total from investment operations
    3.59       1.17       3.26       (4.02 )     (0.81 )    
   
Distributions to shareholders
                                           
From net realized gains
                            (0.59 )    
   
Net asset value, end of year
  $ 22.05     $ 18.46     $ 17.29     $ 14.03     $ 18.05      
   
Total return d
    19.45 %     6.77 %     23.24 %     (22.27 )%     (4.24 )%    
Net assets at end of year (in 000s)
  $ 8,242     $ 1,464     $ 539     $ 471     $ 232      
Ratio of net expenses to average net assets
    1.59       1.59       1.63 %     1.61 %     1.64 %    
Ratio of net investment income (loss) to average net assets
    (1.04 ) b     (0.87 )     (0.90 )%     (0.99 )%     (0.84 )%    
Ratios assuming no expense reductions
                                           
Ratio of total expenses to average net assets
    1.59 %     1.59 %     1.63 %     1.61 %     1.64 %    
Ratio of net investment (loss) to average net assets
    (1.04 )% b     (0.87 )%     (0.90 )%     (0.99 )%     (0.84 )%    
Portfolio turnover rate
    62 %     51 %     66 %     69 %     66 %    

See page 105 for all footnotes.

 
102


 

APPENDIX B

SMALL/MID CAP GROWTH FUND

           
Small/Mid Cap Growth Fund— Service Shares

Period Ended August 31,

2005 l

Income (loss) from investment operations
       
Net asset value, beginning of period
  $ 10.00  
     
 
Net investment income (loss) a
    (0.01 )
Net realized and unrealized gain (loss)
    0.38  
     
 
 
Total from investment operations
    0.37  
     
 
Distributions to shareholders
       
Net asset value, end of period
  $ 10.37  
     
 
Total return d
    3.70 %
Net assets, at end of period (in 000s)
  $ 10  
Ratio of net expenses to average net assets k
    1.60 %
Ratio of net investment income (loss) to average net assets k
    (0.62 )%
Ratios assuming no expense reductions
       
Ratio of total expenses to average net assets k
    16.83 %
Ratio of net investment income (loss) to average net assets k
    (15.85 )%
Portfolio turnover rate
    3 %

See page 105 for all footnotes.

 
103


 

SMALL CAP VALUE FUND

                                           
Small Cap Value Fund— Service Shares

Years Ended August 31,

2005 2004 2003 2002 2001

Income (loss) from investment operations
                                       
Net asset value, beginning
of year
  $ 38.86     $ 33.48     $ 27.56     $ 28.43     $ 23.13  
   
Net investment income (loss) a
    h     (0.21 )     (0.02 )     0.05       0.13  
Net realized and unrealized gain (loss)
    6.35 f     6.24       5.97       (0.74 )     5.17  
   
 
Total from investment operations
    6.35       6.03       5.95       (0.69 )     5.30  
   
Distributions to shareholders
                                       
From net investment income
                      (0.18 )      
From net realized gains
    (2.63 )     (0.65 )     (0.03 )            
   
 
Total distributions
    (2.63 )     (0.65 )     (0.03 )     (0.18 )      
   
Net asset value, end of year
  $ 42.58     $ 38.86     $ 33.48     $ 27.56     $ 28.43  
   
Total return d
    16.64 % g     18.16 %     21.60 %     (2.43 )%     22.91 %
Net assets at end of year (in 000s)
  $ 31,806     $ 19,131     $ 4,100     $ 3,326     $ 1,006  
Ratio of net expenses to average net assets
    1.58 %     1.59 %     1.61 %     1.61 %     1.60 %
Ratio of net investment income (loss) to average net assets
    %     (0.55 )%     (0.09 )%     0.17 %     0.47 %
Ratios assuming no expense reductions
                                       
Ratio of total expenses to average net assets
    1.58 %     1.59 %     1.62 %     1.63 %     1.70 %
Ratio of net investment income (loss) to average net assets
    %     (0.55 )%     (0.10 )%     0.15 %     0.37 %
Portfolio turnover rate
    48 %     57 %     58 %     75 %     93 %

See page 105 for all footnotes.

 
104


 

APPENDIX B

Footnotes:

a
Calculated based on the average shares outstanding methodology.
b
Reflects income recognized from special dividends which amounted to the following amounts per share and average net assets:
                 
Percentage of
Fund Per Share Average Net Assets

Balanced
  $ .0.04       0.20%  
Research Select
  $ 0.03       0.39%  
Capital Growth
  $ 0.11       0.56%  
Growth and Income
  $ 0.05       0.20%  
Large Cap Value
  $ 0.03       0.21%  
Strategic Growth
  $ 0.05       0.57%  
Concentrated Growth
  $ 0.06       0.51%  
Growth Opportunities
  $ 0.01       0.03%  

c
As required, effective September 1, 2001, the Portfolio has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities and reclassifying all paydown losses to income. The effect of this change for the year ended August 31, 2002 was to decrease net investment income per share by $0.02, increase net realized gains and losses per share by $0.02, and decrease the ratio of net investment income to average net assets by 0.14%. Per share ratios and supplemental data for periods prior to September 1, 2001 have not been restated to reflect this change in presentation.
d
Assumes investment at the net asset value at the beginning of the period, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the period and no sales or redemption charges. Total return would be reduced if a sales or redemption charge were taken into account. Total returns for periods less than one full year are not annualized. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
e
Includes the effect of mortgage dollar roll transactions.
f
Reflects an increase of $0.01, $0.02 and $0.01 due to payments by affiliates during the period to reimburse certain security claims for the Capital Growth, Growth and Income and Small Cap Value Funds, respectively.
g
Performance has not been restated to reflect the impact of security claims recorded during the period. If restated, the performance would have been 13.20% and 16.61% for the Growth and Income and Small Cap Value Funds, respectively.
h
Less than $0.005 per share.
i
Amount is less than 0.005%.
j
Commenced September 3, 2002.
k
Annualized.
l
Commenced June 30, 2005.
 
 
105


 

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  Index
         
    1 General Investment Management Approach
 
    3 Fund Investment Objectives and Strategies
    3   Goldman Sachs Balanced Fund
    5   Goldman Sachs Research Select Fund
    7   Goldman Sachs Capital Growth Fund
    8   Goldman Sachs Growth and Income Fund
    9   Goldman Sachs Large Cap Value Fund
    10   Goldman Sachs Strategic Growth Fund
    11   Goldman Sachs Concentrated Growth Fund
    12   Goldman Sachs Mid Cap Value Fund
    13   Goldman Sachs Growth Opportunities Fund
    14   Goldman Sachs Small/
Mid Cap Growth Fund
    15   Goldman Sachs Small Cap Value Fund
 
    16 Other Investment Practices and Securities
 
    20 Principal Risks of the Funds
 
    25 Fund Performance
 
    36 Fund Fees and Expenses
 
    41 Service Providers
 
    52 Dividends
 
    54 Shareholder Guide
    54   How To Buy Shares
    61   How To Sell Shares
 
    68 Taxation
 
    70 Appendix A
     Additional Information on
     Portfolio Risks, Securities
     and Techniques
 
    94 Appendix B
     Financial Highlights


 

 
  Domestic Equity Funds
Prospectus
(Service Shares)

   FOR MORE INFORMATION   

  Annual/ Semi-annual Report
  Additional information about the Funds’ investments is available in the Funds’ annual and semi-annual reports to shareholders. In the Funds’ annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during the last fiscal year. A discussion regarding the basis for the Board of Trustees’ approval of the Management Agreement for the Funds is available in the Funds’ annual report dated August 31, 2005.
 
  Statement of Additional Information
  Additional information about the Funds and their policies is also available in the Funds’ Additional Statement. The Additional Statement is incorporated by reference into this Prospectus (is legally considered part of this Prospectus).
 
  The Funds’ annual and semi-annual reports, and the Additional Statement, are available free upon request by calling Goldman Sachs at 1-800-621-2550. You can also access and download the annual and semi-annual reports and the Additional Statement at the Funds’ website: http://www.gs.com/funds.
 
  To obtain other information and for shareholder inquiries:

     
     n  By telephone:
  1-800-621-2550
     n  By mail:
  Goldman Sachs Funds, P.O. Box 06050,
Chicago, IL 60606-6306
     n  By e-mail:
  gs-funds@gs.com
     n  On the Internet:
  SEC EDGAR database – http://www.sec.gov
Goldman Sachs: http://www.gs.com/funds

  You may review and obtain copies of Fund documents (including the Additional Statement) by visiting the SEC’s public reference room in Washington, D.C. You may also obtain copies of Fund documents, after paying a duplicating fee, by writing to the SEC’s Public Reference Section, Washington, D.C. 20549-0102 or by electronic request to: publicinfo@sec.gov. Information on the operation of the public reference room may be obtained by calling the SEC at (202) 942-8090.

The Funds’ investment company registration number is 811-5349.

Goldman Sachs Research Select Fund SM is a service mark of Goldman, Sachs & Co.
GSAM ® is a registered service mark of Goldman, Sachs & Co.

EQDOMPROSVC

(GOLDMAN SACHS LOGO)


 

PART B
STATEMENT OF ADDITIONAL INFORMATION
DATED DECEMBER 29, 2005
CLASS A SHARES
CLASS B SHARES
CLASS C SHARES
SERVICE SHARES
INSTITUTIONAL SHARES
GOLDMAN SACHS BALANCED FUND
GOLDMAN SACHS GROWTH AND INCOME FUND
GOLDMAN SACHS STRUCTURED LARGE CAP VALUE FUND
GOLDMAN SACHS STRUCTURED U.S. EQUITY FUND
GOLDMAN SACHS STRUCTURED LARGE CAP GROWTH FUND
GOLDMAN SACHS STRUCTURED SMALL CAP EQUITY FUND
GOLDMAN SACHS STRUCTURED INTERNATIONAL EQUITY FUND
GOLDMAN SACHS CAPITAL GROWTH FUND
GOLDMAN SACHS STRATEGIC GROWTH FUND
GOLDMAN SACHS GROWTH OPPORTUNITIES FUND
GOLDMAN SACHS SMALL/MID-CAP GROWTH FUND
GOLDMAN SACHS MID CAP VALUE FUND
GOLDMAN SACHS SMALL CAP VALUE FUND
GOLDMAN SACHS LARGE CAP VALUE FUND
GOLDMAN SACHS INTERNATIONAL EQUITY FUND
GOLDMAN SACHS EUROPEAN EQUITY FUND
GOLDMAN SACHS JAPANESE EQUITY FUND
GOLDMAN SACHS INTERNATIONAL SMALL CAP FUND
GOLDMAN SACHS EMERGING MARKETS EQUITY FUND
GOLDMAN SACHS ASIA EQUITY FUND
GOLDMAN SACHS RESEARCH SELECT FUND SM
GOLDMAN SACHS CONCENTRATED GROWTH FUND
(Equity Portfolios of Goldman Sachs Trust)
71 South Wacker Drive
Suite 500
Chicago, Illinois 60606
  This Statement of Additional Information (the “Additional Statement”) is not a Prospectus. This Additional Statement should be read in conjunction with the Prospectuses for the Class A Shares, Class B Shares, Class C Shares, Service Shares and Institutional Shares of: Goldman Sachs Balanced Fund, Goldman Sachs Growth and Income Fund, Goldman Sachs Structured Large Cap Value Fund, Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Structured Small Cap Equity Fund, Goldman Sachs Structured International Equity Fund, Goldman Sachs Capital Growth Fund, Goldman Sachs Strategic Growth Fund, Goldman Sachs Growth Opportunities Fund, Goldman Sachs Small/Mid-Cap Growth Fund, Goldman Sachs Mid Cap Value Fund,

 


 

Goldman Sachs Small Cap Value Fund, Goldman Sachs Large Cap Value Fund, Goldman Sachs International Equity Fund, Goldman Sachs European Equity Fund, Goldman Sachs Japanese Equity Fund, Goldman Sachs International Small Cap Fund, Goldman Sachs Emerging Markets Equity Fund, Goldman Sachs Asia Equity Fund, Goldman Sachs Research Select Fund and Goldman Sachs Concentrated Growth Fund dated December 29, 2005 (the “Prospectuses”), as they may be further amended and/or supplemented from time to time, which may be obtained without charge from Goldman, Sachs & Co. by calling the telephone number, or writing to one of the addresses, listed below or from institutions (“Service Organizations”) acting on behalf of their customers.
     The audited financial statements and related report of PricewaterhouseCoopers LLP, independent registered public accounting firm, for each Fund contained in each Fund’s 2005 annual report are incorporated herein by reference in the section “Financial Statements.” No other portions of each Fund’s Annual Report are incorporated by reference. A Fund’s Annual Report may be obtained upon request and without charge by calling Goldman, Sachs & Co. toll free at 800-621-2550.
     Research Select SM is a service mark of Goldman, Sachs & Co.
     GSAM ® is a registered service mark of Goldman, Sachs & Co.

 


 

TABLE OF CONTENTS
         
    Page  
INTRODUCTION
    B-1  
 
       
INVESTMENT OBJECTIVES AND POLICIES
    B-2  
 
       
INVESTMENT RESTRICTIONS
    B-46  
 
       
TRUSTEES AND OFFICERS
    B-48  
 
       
MANAGEMENT SERVICES
    B-59  
 
       
POTENTIAL CONFLICTS OF INTEREST
    B-85  
 
       
PORTFOLIO TRANSACTIONS AND BROKERAGE
    B-94  
 
       
NET ASSET VALUE
    B-101  
 
       
PERFORMANCE INFORMATION
    B-103  
 
       
SHARES OF THE TRUST
    B-106  
 
       
TAXATION
    B-113  
 
       
FINANCIAL STATEMENTS
    B-122  
 
       
PROXY VOTING
    B-122  
 
       
PAYMENTS TO INTERMEDIARIES
    B-123  
 
       
OTHER INFORMATION
    B-125  
 
       
DISTRIBUTION AND SERVICE PLANS
    B-127  
 
       
OTHER INFORMATION REGARDING MAXIMUM SALES CHARGE, PURCHASES, REDEMPTIONS, EXCHANGES AND DIVIDENDS
    B-135  
 
       
SERVICE PLAN AND SHAREHOLDER ADMINISTRATION PLAN
    B-139  
 
       
APPENDIX A DESCRIPTION OF SECURITIES RATINGS
    1-A  
 
       
APPENDIX B 2005 ISS PROXY VOTING GUIDELINES SUMMARY
    1-B  
 
       
APPENDIX C BUSINESS PRINCIPLES OF GOLDMAN, SACHS & CO.
    1-C  
 
       
APPENDIX D STATEMENT OF INTENTION (APPLICABLE ONLY TO CLASS A SHARES)
    1-D  
The date of this Additional Statement is December 29, 2005.
B-i

 


 

GOLDMAN SACHS ASSET MANAGEMENT, L.P.
Investment Adviser to:
Goldman Sachs Balanced Fund
Goldman Sachs Growth and Income Fund
Goldman Sachs Structured Large Cap Value Fund
Goldman Sachs Structured U.S. Equity Fund
Goldman Sachs Structured Large Cap Growth Fund
Goldman Sachs Structured Small Cap Equity Fund
Goldman Sachs Structured International Equity Fund
Goldman Sachs Capital Growth Fund
Goldman Sachs Strategic Growth Fund
Goldman Sachs Growth Opportunities Fund
Goldman Sachs Small/Mid-Cap Growth Fund
Goldman Sachs Mid Cap Value Fund
Goldman Sachs Small Cap Value Fund
Goldman Sachs Large Cap Value Fund
Goldman Sachs Research Select Fund
Goldman Sachs Concentrated Growth Fund
32 Old Slip
New York, New York 10005
GOLDMAN, SACHS & CO.
Distributor
85 Broad Street
New York, New York 10004
GOLDMAN, SACHS & CO.
Transfer Agent
71 South Wacker Drive
Suite 500
Chicago, Illinois 60606
GOLDMAN SACHS ASSET
MANAGEMENT INTERNATIONAL

Investment Adviser to:
Goldman Sachs International Equity Fund
Goldman Sachs European Equity Fund
Goldman Sachs Japanese Equity Fund
Goldman Sachs International Small Cap Fund
Goldman Sachs Emerging Markets Equity Fund
Goldman Sachs Asia Equity Fund
Christchurch Court
10-15 Newgate Street
London, England EC1A7HD
Toll free (in U.S.) . . . 800-621-2550

 


 

INTRODUCTION
     Goldman Sachs Trust (the “Trust”) is an open-end, management investment company. The Trust is organized as a Delaware statutory trust and was established by a Declaration of Trust dated January 28, 1997. The Trust is a successor to a Massachusetts business trust that was combined with the Trust on April 30, 1997. The following series of the Trust are described in this Additional Statement: Goldman Sachs Balanced Fund (“Balanced Fund”), Goldman Sachs Growth and Income Fund (“Growth and Income Fund”), Goldman Sachs Structured Large Cap Value Fund (formerly, CORE Large Cap Value Fund) (“Structured Large Cap Value Fund”), Goldman Sachs Structured U.S. Equity Fund (formerly, CORE U.S. Equity Fund) (“Structured U.S. Equity Fund”), Goldman Sachs Structured Large Cap Growth Fund (formerly, CORE Large Cap Growth Fund) (“Structured Large Cap Growth Fund”), Goldman Sachs Structured Small Cap Equity Fund (formerly, CORE Small Cap Equity Fund) (“Structured Small Cap Equity Fund”), Goldman Sachs Structured International Equity Fund (formerly, CORE International Equity Fund) (“Structured International Equity Fund”), Goldman Sachs Capital Growth Fund (“Capital Growth Fund”), Goldman Sachs Strategic Growth Fund (“Strategic Growth Fund”), Goldman Sachs Growth Opportunities Fund (“Growth Opportunities Fund”), Goldman Sachs Small/Mid-Cap Growth Fund (“Small/Mid-Cap Growth Fund”), Goldman Sachs Mid Cap Value Fund (“Mid Cap Value Fund”), Goldman Sachs Small Cap Value Fund (“Small Cap Value Fund”), Goldman Sachs Large Cap Value Fund (“Large Cap Value Fund”), Goldman Sachs International Equity Fund (“International Equity Fund”), Goldman Sachs European Equity Fund (“European Equity Fund”), Goldman Sachs Japanese Equity Fund (“Japanese Equity Fund”), Goldman Sachs International Small Cap Fund (formerly, the International Growth Opportunities Fund) (“International Small Cap Fund”), Goldman Sachs Emerging Markets Equity Fund (“Emerging Markets Equity Fund”), Goldman Sachs Asia Equity Fund (formerly, the Asia Growth Fund) (“Asia Equity Fund”), Goldman Sachs Research Select Fund (“Research Select Fund”) and Goldman Sachs Concentrated Growth Fund (“Concentrated Growth Fund”) (collectively referred to herein as the “Funds”).
     The Funds, except the Structured Large Cap Value, Structured Large Cap Growth, Structured Small Cap Equity, Structured International Equity, Strategic Growth, Growth Opportunities, Small/Mid-Cap Growth Fund, Large Cap Value, European Equity, Japanese Equity, International Small Cap, Research Select and Concentrated Growth Funds were initially organized as a series of a corporation formed under the laws of the State of Maryland on September 27, 1989 and were reorganized as a Delaware statutory trust as of April 30, 1997. The Trustees of the Trust have authority under the Declaration of Trust to create and classify shares into separate series and to classify and reclassify any series or portfolio of shares into one or more classes without further action by shareholders. Pursuant thereto, the Trustees have created the Funds and other series. Additional series may be added in the future from time to time. Each Fund currently offers five classes of shares: Class A Shares, Class B Shares, Class C Shares, Institutional Shares and Service Shares. See “Shares of the Trust.”
     Goldman Sachs Asset Management, L.P. (“GSAM”) (formerly, Goldman Sachs Funds Management, L.P.), an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”) serves as the Investment Adviser to the Balanced, Growth and Income, Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Equity, Structured International Equity, Capital Growth, Strategic Growth, Growth Opportunities, Small/Mid-Cap Growth Fund, Large Cap Value, Mid Cap Value, Small Cap Value, Large Cap Value, Research Select and Concentrated Growth Funds. Goldman Sachs Asset Management International (“GSAMI”) serves as the Investment Adviser to the International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and Asia Equity Funds. GSAM and GSAMI are sometimes individually referred to as an “Investment Adviser” and collectively herein as the “Investment Advisers.” In addition, Goldman Sachs

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serves as each Fund’s distributor and transfer agent. Each Fund’s custodian is State Street Bank and Trust Company (“State Street”).
     The following information relates to and supplements the description of each Fund’s investment policies contained in the Prospectuses. See the Prospectuses for a more complete description of the Funds’ investment objectives and policies. Investing in the Funds entails certain risks and there is no assurance that a Fund will achieve its objective. Capitalized terms used but not defined herein have the same meaning as in the Prospectuses.
INVESTMENT OBJECTIVES AND POLICIES
     Each Fund has a distinct investment objective and policies. There can be no assurance that a Fund’s objective will be achieved. Each Fund, except the Concentrated Growth Fund, is a diversified open-end management company as defined in the Investment Company Act of 1940, as amended (the “Act”). The Concentrated Growth Fund is a non-diversified, open-end management company (as defined in the Act). The investment objective and policies of each Fund, and the associated risks of each Fund, are discussed in the Funds’ Prospectuses, which should be read carefully before an investment is made. All investment objectives and investment policies not specifically designated as fundamental may be changed without shareholder approval. However, with respect to the Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Equity, Structured International Equity, Mid Cap Value, Small/Mid-Cap Growth, Small Cap Value, Large Cap Value, International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and Asia Equity Funds, to the extent required by Securities and Exchange Commission (“SEC”) regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Fund’s policy to invest at least 80% of its net assets plus any borrowings for investment purposes (measured at the time of purchase) or total assets (not including securities lending collateral and any investment of that collateral) in the particular type of investment suggested by its name. Additional information about the Funds, their policies, and the investment instruments they may hold, is provided below.
     Each Fund’s share price will fluctuate with market, economic and, to the extent applicable, foreign exchange conditions, so that an investment in any of the Funds may be worth more or less when redeemed than when purchased. None of the Funds should be relied upon as a complete investment program.
     The following discussion supplements the information in the Funds’ Prospectuses.
General Information Regarding The Funds
     The Investment Adviser may purchase for the Funds common stocks, preferred stocks, interests in real estate investment trusts, convertible debt obligations, convertible preferred stocks, equity interests in trusts, partnerships, joint ventures, limited liability companies and similar enterprises, warrants and stock purchase rights and synthetic and derivative instruments that have economic characteristics similar to equity securities (“equity investments”). The Investment Adviser utilizes first-hand fundamental research, including visiting company facilities to assess operations and to meet decision-makers, in choosing a Fund’s securities. The Investment Adviser may also use macro analysis of numerous economic and valuation variables to anticipate changes in company earnings and the overall investment climate. The Investment Adviser is able to draw on the research and market expertise of the Goldman Sachs Global Investment Research Department and other affiliates of the Investment Adviser, as well as information

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provided by other securities dealers. Equity investments in a Fund’s portfolio will generally be sold when the Investment Adviser believes that the market price fully reflects or exceeds the investments’ fundamental valuation or when other more attractive investments are identified.
      Value Style Funds. The Growth and Income, Mid Cap Value, Small Cap Value, Large Cap Value Funds, a portion of the Research Select Fund and a portion of the equity portion of the Balanced Fund are managed using a value oriented approach. (The Research Select Fund and the equity portion of the Balanced Fund utilize a blend of value and growth investment styles. See “Growth Style Funds” below.) The Investment Adviser evaluates securities using fundamental analysis and intends to purchase equity investments that are, in its view, underpriced relative to a combination of such companies’ long-term earnings prospects, growth rate, free cash flow and/or dividend-paying ability. Consideration will be given to the business quality of the issuer. Factors positively affecting the Investment Adviser’s view of that quality include the competitiveness and degree of regulation in the markets in which the company operates, the existence of a management team with a record of success, the position of the company in the markets in which it operates, the level of the company’s financial leverage and the sustainable return on capital invested in the business. The Funds may also purchase securities of companies that have experienced difficulties and that, in the opinion of the Investment Adviser, are available at attractive prices.
     As of the date of this Additional Statement, the Goldman Sachs Mid Cap Value and Small Cap Value Funds (the “Closed Funds”) were generally closed to new investors. The following investors, however, may make purchases and reinvestments of dividends and capital gains into the Closed Funds:
    Current shareholders of the respective Closed Funds;
 
    Certain employee benefit plans and certain financial institutions providing services to employee benefit plans, namely: (i) Qualified Defined Contribution and Benefit Plans (as defined below) making an initial investment of $10 million or less through financial institutions that, as of the closing date of the respective Closed Fund, had a contractual agreement with Goldman, Sachs & Co. to offer or provide services to the respective Closed Fund; and (ii) certain financial institutions in connection with hedging services provided in support of non-qualified deferred compensation plans offering the Goldman Sachs Funds. Certain of the plans and institutions described in (i) and (ii) above may make an initial investment in excess of $10 million if the initial investment was expected to be less than $10 million at the time Goldman Sachs receives a preliminary written commitment to invest in the Closed Fund. Certain Qualified Defined Contribution and Benefit Plans include 401(k) plans, profit sharing plans and money purchase pension plans, 403(b) plans, and 457 plans; and
 
    Trustees of the Trust.
     In addition, the following investors may make purchases and reinvestments of dividends and capital gains into the Mid Cap Value Fund only:
    Investors in a discretionary mutual fund wrap program where (i) such program together with non-discretionary mutual fund wrap programs maintained by the same sponsor had at least $10 million invested in the Fund as of the closing date of the Mid Cap Value Fund and (ii) the sponsor of such program has the appropriate controls in place to implement this Fund closure policy properly.

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     Once a shareholder closes all accounts in a Closed Fund, additional investments into such Closed Fund may not be accepted. Exchanges into a Closed Fund from other Goldman Sachs Funds are not permitted, except for current Closed Fund shareholders and for certain Qualified Defined Contribution and Benefit Plans and, in the case of the Mid Cap Value Fund, investors in certain discretionary mutual fund wrap programs permitted to invest after the closing date.
     The Closed Funds may resume sales of shares to new investors at some future date. Additionally, a Closed Fund may enter into asset purchase or other reorganization transactions with other investment companies that involve the issuance of shares the Closed Fund to new accounts, and such new accounts may continue to make additional purchases and reinvest dividends and capital gains into their accounts. Notwithstanding the foregoing, the Trust and Goldman, Sachs & Co. reserve the right to reject or restrict purchase or exchange requests from any investor. The Trust and Goldman, Sachs & Co. will not be liable for any loss resulting from rejected purchase or exchange orders.
      Growth Style Funds. The Capital Growth, Strategic Growth, Growth Opportunities, Small/Mid-Cap Growth Fund, and Concentrated Growth Funds, a portion of the Research Select Fund and a portion of the equity portion of the Balanced Fund are managed using a growth equity oriented approach. Equity investments for these Funds are selected based on their prospects for above average growth. The Investment Adviser will select securities of growth companies trading, in the Investment Adviser’s opinion, at a reasonable price relative to other industries, competitors and historical price/earnings multiples. The Funds will generally invest in companies whose earnings are believed to be in a relatively strong growth trend, or, to a lesser extent, in companies in which significant further growth is not anticipated but whose market value per share is thought to be below the intrinsic value of the business. In order to determine whether a security has favorable growth prospects, the Investment Adviser ordinarily looks for one or more of the following characteristics in relation to the security’s prevailing price: prospects for above average sales and earnings growth per share; high return on invested capital; free cash flow generation; sound balance sheet, financial and accounting policies, and overall financial strength; established brand name; long product life cycle; enduring competitive advantages; effective research, product development, and marketing; pricing power; strength of management; and general operating characteristics that will enable the company to compete successfully in its marketplace.
      Quantitative Style Funds. The Structured U.S. Equity, Structured Large Cap Growth, Structured Large Cap Value, Structured Small Cap Equity and Structured International Equity Funds (the “Structured Equity Funds”) are managed using both quantitative and fundamental techniques. CORE is an acronym for “Computer-Optimized, Research-Enhanced,” which reflects the Structured Funds’ investment process. This investment process and the proprietary multifactor model used to implement it are discussed below.
      Investment Process . The Investment Adviser begins with a broad universe of U.S. equity investments for the Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, and Structured Small Cap Equity Funds (the “Structured U.S. Equity Funds”), and a broad universe of foreign equity investments for Structured International Equity Fund. As described more fully below, the Investment Adviser uses a proprietary multifactor model (the “Multifactor Model”) to forecast the returns of different markets, currencies and individual securities.
     In building a diversified portfolio for each Structured Equity Fund, the Investment Adviser utilizes optimization techniques to seek to construct the most efficient risk/return portfolio given each Structured Fund’s benchmark. Each portfolio is primarily composed of securities rated highest by the foregoing investment process or those that the Investment Adviser believes maximize the portfolio’s risk/return tradeoff characteristics and industry weightings similar to the relevant Fund’s benchmark.

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      Multifactor Models . The Multifactor Models are rigorous computerized rating systems for forecasting the returns of different equity markets, currencies and individual equity investments according to fundamental investment characteristics. The Structured U.S. Equity Funds use one Multifactor Model to forecast the returns of securities held in each Fund’s portfolio. The Structured International Equity Fund uses several Multifactor Models to forecast returns. Currently, the Structured International Equity Fund uses one model to forecast equity market returns, one model to forecast currency returns and six separate regional models to forecast individual equity security returns in 21 different countries. Despite this variety, all individual equity Multifactor Models incorporate common variables including measures of value, price momentum, profitability, earnings quality, management impact and analyst sentiment. All of the factors used in the Multifactor Models have been shown to significantly impact the performance of the securities, currencies and markets they were designed to forecast.
     The weightings assigned to the factors in the individual equity Multifactor Models used by the Structured Equity Funds are derived using a statistical formulation that considers each factor’s historical performance in different market environments. As such, the Multifactor Models are designed to evaluate each security using factors that are statistically related to returns over the long run. Because they include many disparate factors, the Investment Adviser believes that all the Multifactor Models are broader in scope and provide a more thorough evaluation than traditional investment processes. Securities and markets ranked highest by the relevant Multifactor Model do not have one dominant investment characteristic; rather, they possess an attractive combination of investment characteristics. By using a variety of relevant factors to select securities, currencies or markets, the Investment Adviser believes that the Fund will be better balanced and have more consistent performance than an investment portfolio that uses only one or two factors to select such investments.
     The Investment Adviser will monitor, and may occasionally suggest and make changes to, the method by which securities, currencies or markets are selected for or weighted in a Fund. Such changes (which may be the result of changes in the Multifactor Models or the method of applying the Multifactor Models) may include: (i) evolutionary changes to the structure of the Multifactor Models ( e.g. , the addition of new factors or a new means of weighting the factors); (ii) changes in trading procedures ( e.g. , trading frequency or the manner in which a Fund uses futures); or (iii) changes in the method by which securities, currencies or markets are weighted in a Fund. Any such changes will preserve a Fund’s basic investment philosophy of combining qualitative and quantitative methods of selecting securities using a disciplined investment process.
      Other Information . Since normal settlement for equity investments is three trading days (for certain international markets settlement may be longer), the Funds will need to hold cash balances to satisfy shareholder redemption requests. Such cash balances will normally range from 2% to 5% of a Fund’s net assets. Structured U.S. Equity Fund may enter into futures transactions only with respect to the S&P 500 TM Index and the Structured Large Cap Growth, Structured Large Cap Value and Structured Small Cap Equity Funds may enter into futures transactions only with respect to a representative index in order to keep a Fund’s effective equity exposure close to 100%. Structured International Equity Fund may purchase other types of futures contracts. For example, if cash balances are equal to 5% of the net assets, the Fund may enter into long futures contracts covering an amount equal to 5% of the Fund’s net assets. As cash balances fluctuate based on new contributions or withdrawals, a Fund may enter into additional contracts or close out existing positions.
      Actively Managed International Funds. The International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and Asia Equity Funds are managed using an

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active international approach, which utilizes a consistent process of stock selection undertaken by portfolio management teams located within each of the major investment regions, including Europe, Japan, Asia and the United States. In selecting securities, the Investment Adviser uses a bottom-up strategy based on first-hand fundamental research that is designed to give broad exposure to the available opportunities while seeking to add return primarily through stock selection. Equity investments for these Funds are evaluated based on three key factors—the business, the management and the valuation. The Investment Adviser ordinarily seeks securities that have, in the Investment Adviser’s opinion, superior earnings growth potential, sustainable franchise value with management attuned to creating shareholder value and relatively discounted valuations. In addition, the Investment Adviser uses a multi-factor risk model which seeks to assure that deviations from the benchmark are justifiable.
Additional Information About the Balanced Fund
     The investment objective of the Balanced Fund is to provide long-term growth of capital and current income. The Fund seeks growth of capital primarily through investments in equity investments. The Fund seeks to provide current income through investment in fixed-income securities (bonds).
     The Balanced Fund is intended to provide a foundation on which an investor can build an investment portfolio or to serve as the core of an investment program, depending on the investor’s goals. The Balanced Fund is designed for relatively conservative investors who seek a combination of long-term capital growth and current income in a single investment. The Balanced Fund offers a portfolio of equity and fixed-income securities intended to provide less volatility than a portfolio completely invested in equity investments and greater diversification than a portfolio invested in only one asset class. The Balanced Fund may be appropriate for people who seek capital appreciation but are concerned about the volatility typically associated with a fund that invests solely in stocks and other equity investments.
      Fixed-Income Strategies Designed to Maximize Return and Manage Risk. GSAM’s approach to managing the fixed-income portion of the Balanced Fund’s portfolio seeks to provide high returns relative to a market benchmark, the Lehman Brothers Aggregate Bond Index (the “Index”), while also seeking to provide high current income. This approach emphasizes (i) sector allocation strategies which enable GSAM to tactically overweight or underweight one sector of the fixed-income market (i.e., mortgages, corporate bonds, U.S. Treasuries, non-dollar bonds, emerging market debt) versus another; (ii) individual security selection based on identifying relative value (fixed-income securities inexpensive relative to others in their sector); and (iii) to a lesser extent, strategies based on GSAM’s expectation of the direction of interest rates or the spread between short-term and long-term interest rates such as yield curve strategy.
     The Index currently includes U.S. Government Securities and fixed-rate, publicly issued, U.S. dollar-denominated fixed income securities rated at least investment grade by two of the following NRSROS: Moody’s Investors Service, Standard & Poor’s or Fitch. The securities currently included in the Index have at least one year remaining to maturity; have an outstanding principal amount of at least $250 million; and are issued by the following types of issuers, with each category receiving a different weighting in the Index: U.S. Treasury; agencies, authorities or instrumentalities of the U.S. Government; issuers of mortgage-backed securities; utilities; industrial issuers; financial institutions; foreign issuers; and issuers of asset-backed securities. The Index is a trademark of Lehman Brothers. Inclusion of a security in the Index does not imply an opinion by Lehman Brothers as to its attractiveness or appropriateness for investment. Although Lehman Brothers obtains factual information used in connection with the Index from sources which it considers reliable, Lehman Brothers claims no

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responsibility for the accuracy, completeness or timeliness or such information and has no liability to any person for any loss arising from results obtained from the use of the Index data.
     GSAM seeks to manage fixed-income portfolio risk in a number of ways. These include diversifying the fixed-income portion of the Balanced Fund’s portfolio among various types of fixed-income securities and utilizing sophisticated quantitative models to understand how the fixed-income portion of the portfolio will perform under a variety of market and economic scenarios. In addition, GSAM uses extensive credit analysis to select and to monitor any investment-grade or non-investment grade bonds that may be included in the Balanced Fund’s portfolio. In employing this and other investment strategies, the GSAM team has access to extensive fundamental research and analysis available through Goldman Sachs and a broad range of other sources.
     A number of investment strategies will be used in selecting fixed-income securities for the Fund’s portfolio. GSAM’s fixed-income investment philosophy is to actively manage the portfolio within a risk-controlled framework. The Investment Adviser de-emphasizes interest rate anticipation by monitoring the duration of the portfolio within a narrow range of the Investment Adviser’s target duration, and instead focuses on seeking to add value through sector selection, security selection and yield curve strategies.
     The Investment Adviser uses derivative instruments to manage the duration of the Fund’s fixed income investment portfolio. These derivative instruments include financial futures contracts and swap transactions, as well as other types of derivatives, and can be used to shorten and lengthen the duration of the Fund’s fixed income investment portfolio. The Fund’s investments in derivative instruments, including financial futures contracts and swaps, can be significant. These transactions can result in sizeable realized and unrealized capital gains and losses relative to the gains and losses from the Fund’s investments in bonds and other securities.
     Interest rates, fixed-income securities prices, the prices of futures and other derivatives, and currency exchange rates can be volatile, and a variance in the degree of volatility or in the direction of the market from the Investment Adviser’s expectations may produce losses in a Fund’s investments in derivatives. In addition, a perfect correlation between a derivatives position and a fixed-income security position is generally impossible to achieve. As a result, the Investment Adviser’s use of derivatives may not be effective in fulfilling the Investment Adviser’s investment strategies and may contribute to losses that would not have been incurred otherwise.
      Market Sector Selection. Market sector selection for the fixed income portion of the Balanced Fund’s portfolio is the underweighting or overweighting of one or more market sectors ( i.e. , U.S. Treasuries, U.S. Government agency securities, corporate securities, mortgage-backed securities and asset-backed securities). GSAM may decide to overweight or underweight a given market sector or subsector ( e.g. , within the corporate sector, industrials, financial issuers and utilities) based on, among other things, expectations of future yield spreads between different sectors or subsectors.
      Issuer Selection. Issuer selection is the purchase and sale of fixed-income corporate securities based on a corporation’s current and expected credit standing (within the constraints imposed by the Balanced Fund’s minimum credit quality requirements). This strategy focuses on four types of corporate issuers. Selection of securities from the first type of issuers — those with low but stable credit — is intended to enhance total returns by providing incremental yield. Selecting securities from the second type of issuers — those with low and intermediate but improving credit quality — is intended to enhance total returns in two stages. Initially, these securities are expected to provide incremental yield. Eventually, price appreciation is expected to occur relative to alternative securities as credit quality improves, the

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credit ratings of nationally recognized statistical ratings organizations are upgraded, and credit spreads narrow. Securities from the third type of issuers — issuers with deteriorating credit quality — will be avoided, since total returns are typically enhanced by avoiding the widening of credit spreads and the consequent relative price depreciation. Finally, total returns can be enhanced by focusing on securities that are rated differently by different rating organizations. If the securities are trading in line with the higher published quality rating while GSAM concurs with the lower published quality rating, the securities would generally be sold and future potential price deterioration avoided. On the other hand, if the securities are trading in line with the lower published quality rating while the higher published quality rating is considered more realistic, the securities may be purchased in anticipation of the expected market re-evaluation and relative price appreciation.
      Yield Curve Strategy. Yield curve strategy consists of overweighting or underweighting different maturity sectors relative to a benchmark to take advantage of the shape of the yield curve. Three alternative maturity sector selections are available: a “barbell” strategy in which short and long maturity sectors are overweighted while intermediate maturity sectors are underweighted; a “bullet” strategy in which, conversely, short-and long-maturity sectors are underweighted while intermediate-maturity sectors are overweighted; and a “neutral yield curve” strategy in which the maturity distribution mirrors that of a benchmark.
Additional Information About the International Equity Fund
     The International Equity Fund will seek to achieve its investment objective by investing, under normal circumstances, substantially all, and at least 80% of its net assets plus any borrowings for investment purposes (measured at the time of purchase) in equity investments of companies that are organized outside the United States or whose securities are principally traded outside the United States.
     The International Equity Fund’s Investment Adviser believes that outperformance is generated by a long-term focus on quality companies with quality managements that trade at attractive valuations.
Bottom-up, fundamental research is carried out by both the Investment Adviser’s five senior portfolio managers and its 80+ research analysts based in London, Singapore, Tokyo, New York and Tampa. These research analysts are organized into five global sector research teams — Consumer, Health Sciences, Financials, Industrials and Technology/Telecoms. The Investment Adviser’s global research platform also includes a ‘Specialist’ team that focuses on the small and mid-cap segments of each market. The rigorous investment criteria employed by the research analysts are designed to capture the quality of business, quality of management and valuation of the companies within the international equity universe.
Stock selection . The portfolio management team evaluates ideas with the global research analysts through formal conference calls, regular visits to the Investment Adviser’s regional offices and regular ad hoc communication. These forums allow the portfolio managers to cross-examine the research analysts, question their assumptions, ensure issues have been raised, and offer counter-perspectives to their investment recommendations. After questions arising from these discussions have been answered, primary stock selection is carried out by the International Equity portfolio managers, who assess each stock by balancing views of the global sector teams with their own before making a cross-border and cross-sector assessment of each company.

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Portfolio construction is carried out by the Investment Adviser’s dedicated Portfolio Construction Team, which sizes each position based on the International Equity portfolio managers’ conviction in each stock and the position’s desired impact on portfolio risk. The portfolio managers work closely with the Portfolio Construction Team to position the research ideas in the International Equity Fund and cross-check positioning across all of the regional and sector flagship portfolios to ensure that investment themes are implemented consistently.
     GSAMI’s currency team may manage the foreign exchange risk embedded in foreign equities by means of a currency overlay program. The program may be utilized to protect the value of foreign investments in sustained periods of dollar appreciation and to add returns by seeking to take advantage of foreign exchange fluctuations.
     The members of GSAMI’s International Equity team bring together years of experience in analyzing and investing in companies globally. Global research analysts have a local presence around the world that facilitates interaction with companies and enhances knowledge of local trends. Moreover, the ability of the portfolio managers to leverage the views of GSAMI’s Corporate Credit and Currency Teams result in a deeper understanding of companies and industries.
Additional Information About the Research Select Fund
     The Research Select Fund will invest at least 80% of its net assets plus any borrowings for investment purposes (measured at the time of purchase) in equity investments selected for their potential to achieve capital appreciation over the long term. The Fund seeks to achieve its investment objective by investing, under normal circumstances, in approximately 40-50 companies that are considered by the Investment Adviser to be positioned for long-term growth or are positioned as value opportunities which, in the Investment Adviser’s view, have identifiable competitive advantages and whose intrinsic value is not reflected in the stock price.
     The Fund may invest in securities of any capitalization. Although the Fund will invest primarily in publicly traded U.S. securities (including the securities of foreign issuers that are traded in the United States), it may invest up to 20% of its net assets in foreign securities, including securities of issuers in emerging countries and securities quoted in foreign currencies.
     In managing the Fund, the Investment Adviser uses both value and growth investment styles as described above. A committee of portfolio managers representing the Investment Adviser’s value and growth investment teams will meet regularly to discuss stock selection and portfolio construction for the Fund. The Investment Adviser will rely on research generated by the portfolio managers/analysts that comprise the Investment Adviser’s value and growth investment teams. Under normal circumstances, the Fund expects its portfolio to be approximately balanced between value and growth opportunities. The Fund will be re-balanced annually or more frequently as opportunities arise.
Corporate Debt Obligations
     Each Fund may, under normal market conditions, invest in corporate debt obligations, including obligations of industrial, utility and financial issuers. Corporate debt obligations include bonds, notes, debentures and other obligations of corporations to pay interest and repay principal. Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Equity and Structured International Equity Funds may only invest in debt securities that are cash equivalents. Corporate debt obligations are subject to the risk of an issuer’s inability to meet principal and interest payments on the

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obligations and may also be subject to price volatility due to such factors as market interest rates, market perception of the creditworthiness of the issuer and general market liquidity.
     An economic downturn could severely affect the ability of highly leveraged issuers of junk bond securities to service their debt obligations or to repay their obligations upon maturity. Factors having an adverse impact on the market value of junk bonds will have an adverse effect on a Fund’s net asset value to the extent it invests in such securities. In addition, a Fund may incur additional expenses to the extent it is required to seek recovery upon a default in payment of principal or interest on its portfolio holdings.
     The secondary market for junk bonds, which is concentrated in relatively few market makers, may not be as liquid as the secondary market for more highly rated securities. This reduced liquidity may have an adverse effect on the ability of Balanced, Growth and Income, Capital Growth, Strategic Growth, Growth Opportunities, Small/Mid-Cap Growth, Mid Cap Value, Small Cap Value, Large Cap Value, International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity, Asia Equity and Research Select Funds to dispose of a particular security when necessary to meet their redemption requests or other liquidity needs. Under adverse market or economic conditions, the secondary market for junk bonds could contract further, independent of any specific adverse changes in the condition of a particular issuer. As a result, the Investment Advisers could find it difficult to sell these securities or may be able to sell the securities only at prices lower than if such securities were widely traded. Prices realized upon the sale of such lower rated or unrated securities, under such circumstances, may be less than the prices used in calculating a Fund’s net asset value.
     Since investors generally perceive that there are greater risks associated with the medium to lower rated securities of the type in which Balanced, Growth and Income, Capital Growth, Strategic Growth, Growth Opportunities, Small/Mid-Cap Growth, Mid Cap Value, Small Cap Value, Large Cap Value, International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity, Asia Equity and Research Select Funds may invest, the yields and prices of such securities may tend to fluctuate more than those for higher rated securities. In the lower quality segments of the fixed-income securities market, changes in perceptions of issuers’ creditworthiness tend to occur more frequently and in a more pronounced manner than do changes in higher quality segments of the fixed-income securities market, resulting in greater yield and price volatility.
     Another factor which causes fluctuations in the prices of fixed-income securities is the supply and demand for similarly rated securities. In addition, the prices of fixed-income securities fluctuate in response to the general level of interest rates. Fluctuations in the prices of portfolio securities subsequent to their acquisition will not affect cash income from such securities but will be reflected in a Fund’s net asset value.
     Medium to lower rated and comparable non-rated securities tend to offer higher yields than higher rated securities with the same maturities because the historical financial condition of the issuers of such securities may not have been as strong as that of other issuers. Since medium to lower rated securities generally involve greater risks of loss of income and principal than higher rated securities, investors should consider carefully the relative risks associated with investment in securities which carry medium to lower ratings and in comparable unrated securities. In addition to the risk of default, there are the related costs of recovery on defaulted issues. The Investment Adviser will attempt to reduce these risks through portfolio diversification and by analysis of each issuer and its ability to make timely payments of income and principal, as well as broad economic trends and corporate developments.

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     The Investment Adviser employs its own credit research and analysis, which includes a study of existing debt, capital structure, ability to service debt and to pay dividends, the issuer’s sensitivity to economic conditions, its operating history and the current trend of earnings. The Investment Adviser continually monitors the investments in a Fund’s portfolio and evaluates whether to dispose of or to retain corporate debt obligations whose credit ratings or credit quality may have changed.
Commercial Paper and Other Short-Term Corporate Obligations
     The Funds may invest in commercial paper and other short-term obligations issued or guaranteed by U.S. corporations, non-U.S. corporations or other entities. Commercial paper represents short-term unsecured promissory notes issued in bearer form by banks or bank holding companies, corporations and finance companies.
U.S. Government Securities
     Each Fund may invest in U.S. Government Securities. Some U.S. Government Securities (such as Treasury bills, notes and bonds, which differ only in their interest rates, maturities and times of issuance) are supported by the full faith and credit of the United States. Others, such as obligations issued or guaranteed by U.S. government agencies, instrumentalities or sponsored enterprises, are supported either by (i) the right of the issuer to borrow from the U.S. Treasury, (ii) the discretionary authority of the U.S. government to purchase certain obligations of the issuer or (iii) only the credit of the issuer. The U.S. government is under no legal obligation, in general, to purchase the obligations of its agencies, instrumentalities or sponsored enterprises. No assurance can be given that the U.S. government will provide financial support to the U.S. government agencies, instrumentalities or sponsored enterprises in the future.
     U.S. Government Securities include (to the extent consistent with the Act) securities for which the payment of principal and interest is backed by an irrevocable letter of credit issued by the U.S. government, or its agencies, instrumentalities or sponsored enterprises. U.S. Government Securities may also include (to the extent consistent with the Act) participations in loans made to foreign governments or their agencies that are guaranteed as to principal and interest by the U.S. government or its agencies, instrumentalities or sponsored enterprises. The secondary market for certain of these participations is extremely limited. In the absence of a suitable secondary market, such participations are regarded as illiquid.
     Each Fund may also purchase U.S. Government Securities in private placements and may also invest in separately traded principal and interest components of securities guaranteed or issued by the U.S. Treasury that are traded independently under the separate trading of registered interest and principal of securities program (“STRIPS”). Each Fund may also invest in zero coupon U.S. Treasury Securities and in zero coupon securities issued by financial institutions which represent a proportionate interest in underlying U.S. Treasury Securities. A zero coupon security pays no interest to its holder during its life and its value consists of the difference between its face value at maturity and its cost. The market prices of zero coupon securities generally are more volatile than the market prices of securities that pay interest periodically.
Bank Obligations
     Each Fund may invest in obligations issued or guaranteed by U.S. or foreign banks. Bank obligations, including without limitation, time deposits, bankers’ acceptances and certificates of

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deposit, may be general obligations of the parent bank or may be limited to the issuing branch by the terms of the specific obligations or by government regulation.
     Banks are subject to extensive but different governmental regulations which may limit both the amount and types of loans which may be made and interest rates which may be charged. In addition, the profitability of the banking industry is largely dependent upon the availability and cost of funds for the purpose of financing lending operations under prevailing money market conditions. General economic conditions as well as exposure to credit losses arising from possible financial difficulties of borrowers play an important part in the operation of this industry.
Zero Coupon Bonds
     Each Fund’s investments in fixed-income securities may include zero coupon bonds. Zero coupon bonds are debt obligations issued or purchased at a discount from face value. The discount approximates the total amount of interest the bonds would have accrued and compounded over the period until maturity. Zero coupon bonds do not require the periodic payment of interest. Such investments benefit the issuer by mitigating its need for cash to meet debt service but also require a higher rate of return to attract investors who are willing to defer receipt of such cash. Such investments may experience greater volatility in market value than debt obligations which provide for regular payments of interest. In addition, if an issuer of zero coupon bonds held by a Fund defaults, the Fund may obtain no return at all on its investment. A Fund will accrue income on such investments for each taxable year which (net of deductible expenses, if any) is distributable to shareholders and which, because no cash is generally received at the time of accrual, may require the liquidation of other portfolio securities to obtain sufficient cash to satisfy the Fund’s distribution obligations.
Variable and Floating Rate Securities
     The interest rates payable on certain fixed-income securities in which a Fund may invest are not fixed and may fluctuate based upon changes in market rates. A variable rate obligation has an interest rate which is adjusted at pre-designated periods in response to changes in the market rate of interest on which the interest rate is based. Variable and floating rate obligations are less effective than fixed rate instruments at locking in a particular yield. Nevertheless, such obligations may fluctuate in value in response to interest rate changes if there is a delay between changes in market interest rates and the interest reset date for the obligation.
Custodial Receipts and Trust Certificates
     Each Fund may invest in custodial receipts and trust certificates, which may be underwritten by securities dealers or banks, representing interests in securities held by a custodian or trustee. The securities so held may include U.S. Government securities, municipal securities or other types of securities in which the Funds may invest. The custodial receipts or trust certificates are underwritten by securities dealers or banks and may evidence ownership of future interest payments, principal payments or both on the underlying securities, or, in some cases, the payment obligation of a third party that has entered into an interest rate swap or other arrangement with the custodian or trustee. For certain securities laws purposes, custodial receipts and trust certificates may not be considered obligations of the U.S. Government or other issuer of the securities held by the custodian or trustee. As a holder of custodial receipts and trust certificates, the Funds will bear their proportionate share of the fees and expenses charged to the custodial account or trust. The Funds may also invest in separately issued interests in custodial receipts and trust certificates.

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     Although under the terms of a custodial receipt or trust certificate the Funds would be typically authorized to assert their rights directly against the issuer of the underlying obligation, the Funds could be required to assert through the custodian bank or trustee those rights as may exist against the underlying issuers. Thus, in the event an underlying issuer fails to pay principal and/or interest when due, the Funds may be subject to delays, expenses and risks that are greater than those that would have been involved if the Funds had purchased a direct obligation of the issuer. In addition, in the event that the trust or custodial account in which the underlying securities have been deposited is determined to be an association taxable as a corporation, instead of a non-taxable entity, the yield on the underlying securities would be reduced in recognition of any taxes paid.
     Certain custodial receipts and trust certificates may be synthetic or derivative instruments that have interest rates that reset inversely to changing short-term rates and/or have embedded interest rate floors and caps that require the issuer to pay an adjusted interest rate if market rates fall below or rise above a specified rate. Because some of these instruments represent relatively recent innovations, and the trading market for these instruments is less developed than the markets for traditional types of instruments, it is uncertain how these instruments will perform under different economic and interest-rate scenarios. Also, because these instruments may be leveraged, their market values may be more volatile than other types of fixed income instruments and may present greater potential for capital gain or loss. The possibility of default by an issuer or the issuer’s credit provider may be greater for these derivative instruments than for other types of instruments. In some cases, it may be difficult to determine the fair value of a derivative instrument because of a lack of reliable objective information and an established secondary market for some instruments may not exist. In many cases, the Internal Revenue Service has not ruled on the tax treatment of the interest or payments received on the derivative instruments and, accordingly, purchases of such instruments are based on the opinion of counsel to the sponsors of the instruments.
Municipal Securities
     The Balanced Fund may invest in municipal securities. Municipal securities consist of bonds, notes and other instruments issued by or on behalf of states, territories and possessions of the United States (including the District of Columbia) and their political subdivisions, agencies or instrumentalities, the interest on which is exempt from regular federal income tax. Municipal securities are often issued to obtain funds for various public purposes. Municipal securities also include “private activity bonds” or industrial development bonds, which are issued by or on behalf of public authorities to obtain funds for privately operated facilities, such as airports and waste disposal facilities, and, in some cases, commercial and industrial facilities.
     The yields and market values of municipal securities are determined primarily by the general level of interest rates, the creditworthiness of the issuers of municipal securities and economic and political conditions affecting such issuers. Due to their tax exempt status, the yields and market prices of municipal securities may be adversely affected by changes in tax rates and policies, which may have less effect on the market for taxable fixed-income securities. Moreover, certain types of municipal securities, such as housing revenue bonds, involve prepayment risks which could affect the yield on such securities. The credit rating assigned to municipal securities may reflect the existence of guarantees, letters of credit or other credit enhancement features available to the issuers or holders of such municipal securities.
     Investments in municipal securities are subject to the risk that the issuer could default on its obligations. Such a default could result from the inadequacy of the sources or revenues from which

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interest and principal payments are to be made or the assets collateralizing such obligations. Revenue bonds, including private activity bonds, are backed only by specific assets or revenue sources and not by the full faith and credit of the governmental issuer.
     Dividends paid by the Funds from any tax-exempt interest they may receive will not be tax-exempt.
Mortgage-Backed Securities
      General Characteristics. Each Fund (other than the Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Equity, Structured International Equity and Research Select Funds) may invest in mortgage-backed securities. Each mortgage pool underlying mortgage-backed securities consists of mortgage loans evidenced by promissory notes secured by first mortgages or first deeds of trust or other similar security instruments creating a first lien on owner occupied and non-owner occupied one-unit to four-unit residential properties, multifamily ( i.e. , five or more) properties, agricultural properties, commercial properties and mixed use properties (the “Mortgaged Properties”). The Mortgaged Properties may consist of detached individual dwelling units, multifamily dwelling units, individual condominiums, townhouses, duplexes, triplexes, fourplexes, row houses, individual units in planned unit developments and other attached dwelling units. The Mortgaged Properties may also include residential investment properties and second homes.
     The investment characteristics of adjustable and fixed rate mortgage-backed securities differ from those of traditional fixed-income securities. The major differences include the payment of interest and principal on mortgage-backed securities on a more frequent (usually monthly) schedule, and the possibility that principal may be prepaid at any time due to prepayments on the underlying mortgage loans or other assets. These differences can result in significantly greater price and yield volatility than is the case with traditional fixed-income securities. As a result, if a Fund purchases mortgage-backed securities at a premium, a faster than expected prepayment rate will reduce both the market value and the yield to maturity from those which were anticipated. A prepayment rate that is slower than expected will have the opposite effect of increasing yield to maturity and market value. Conversely, if a Fund purchases mortgage-backed securities at a discount, faster than expected prepayments will increase, while slower than expected prepayments will reduce yield to maturity and market values. To the extent that a Fund invests in mortgage-backed securities, its Investment Adviser may seek to manage these potential risks by investing in a variety of mortgage-backed securities and by using certain hedging techniques.
      Government Guaranteed Mortgage-Backed Securities. There are several types of government guaranteed mortgage-backed securities currently available, including guaranteed mortgage pass-through certificates and multiple class securities, which include guaranteed Real Estate Mortgage Investment Conduit Certificates (“REMIC Certificates”), other collateralized mortgage obligations and stripped mortgage-backed securities. A Fund is permitted to invest in other types of mortgage-backed securities that may be available in the future to the extent consistent with its investment policies and objective.
     A Fund’s investments in mortgage-backed securities may include securities issued or guaranteed by the U.S. Government or one of its agencies, authorities, instrumentalities or sponsored enterprises, such as the Government National Mortgage Association (“Ginnie Mae”), the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”). Ginnie Mae securities are backed by the full faith and credit of the U.S. Government, which means that the U.S. Government guarantees that the interest and principal will be paid when due. Fannie Mae and Freddie Mac securities are not backed by the full faith and credit of the U.S. Government. Fannie Mae and

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Freddie Mac have the ability to borrow from the U.S. Treasury, and as a result, they are generally viewed by the market as high quality securities with low credit risks. From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating federal sponsorship of Fannie Mae and Freddie Mac that issue guaranteed Mortgage-Backed Securities. The Trust cannot predict what legislation, if any, may be proposed in the future in Congress as regards such sponsorship or which proposals, if any, might be enacted. Such proposals, if enacted, might materially and adversely affect the availability of government guaranteed mortgage-backed securities and a Fund’s liquidity and value.
     There is risk that the U.S. Government will not provide financial support to its agencies, authorities, instrumentalities or sponsored enterprises. A Fund may purchase U.S. Government securities that are not backed by the full faith and credit of the United States, such as those issued by Fannie Mae and Freddie Mac. The maximum potential liability of the issuers of some U.S. Government securities held by a Fund may greatly exceed their current resources, including their legal right to support from the U.S. Treasury. It is possible that these issuers will not have the funds to meet their payment obligations in the future.
      Ginnie Mae Certificates. Ginnie Mae is a wholly-owned corporate instrumentality of the United States. Ginnie Mae is authorized to guarantee the timely payment of the principal of and interest on certificates that are based on and backed by a pool of mortgage loans insured by the Federal Housing Administration (“FHA Loans”), or guaranteed by the Veterans Administration (“VA Loans”), or by pools of other eligible mortgage loans. In order to meet its obligations under any guaranty, Ginnie Mae is authorized to borrow from the United States Treasury in an unlimited amount. The National Housing Act provided that the full faith and credit of the United States is pledged to the timely payment of principal and interest by Ginnie Mae of amounts due on Ginnie Mae certificates.
      Fannie Mae Certificates. Fannie Mae is a stockholder-owned corporation chartered under an act of the United States Congress. Generally, Fannie Mae Certificates are issued and guaranteed by Fannie Mae and represent an undivided interest in a pool of mortgage loans (a “Pool”) formed by Fannie Mae. Each Pool consists of residential mortgage loans (“Mortgage Loans”) either previously owned by Fannie Mae or purchased by it in connection with the formation of the Pool. The Mortgage Loans may be either conventional Mortgage Loans ( i.e. , not insured or guaranteed by any U.S. Government agency) or Mortgage Loans that are either insured by the Federal Housing Administration (“FHA”) or guaranteed by the Veterans Administration (“VA”). However, the Mortgage Loans in Fannie Mae Pools are primarily conventional Mortgage Loans. The lenders originating and servicing the Mortgage Loans are subject to certain eligibility requirements established by Fannie Mae.
     Fannie Mae has certain contractual responsibilities. With respect to each Pool, Fannie Mae is obligated to distribute scheduled installments of principal and interest after Fannie Mae’s servicing and guaranty fee, whether or not received, to Certificate holders. Fannie Mae also is obligated to distribute to holders of Certificates an amount equal to the full principal balance of any foreclosed Mortgage Loan, whether or not such principal balance is actually recovered. The obligations of Fannie Mae under its guaranty of the Fannie Mae Certificates are obligations solely of Fannie Mae.
      Freddie Mac Certificates. Freddie Mac is a publicly held U.S. Government sponsored enterprise. The principal activity of Freddie Mac currently is the purchase of first lien, conventional, residential mortgage loans and participation interests in such mortgage loans and their resale in the form of mortgage securities, primarily Freddie Mac Certificates. A Freddie Mac Certificate represents a pro rata interest in a group of mortgage loans or participations in mortgage loans (a “Freddie Mac Certificate group”) purchased by Freddie Mac.

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     Freddie Mac guarantees to each registered holder of a Freddie Mac Certificate the timely payment of interest at the rate provided for by such Freddie Mac Certificate (whether or not received on the underlying loans). Freddie Mac also guarantees to each registered Certificate holder an ultimate collection of all principal of the related mortgage loans, without any offset or deduction, but does not, generally, guarantee the timely payment of scheduled principal. The obligations of Freddie Mac under its guaranty of Freddie Mac Certificates are obligations solely of Freddie Mac.
     The mortgage loans underlying the Freddie Mac and Fannie Mae Certificates consist of adjustable rate or fixed-rate mortgage loans with original terms to maturity of up to forty years. Substantially all of these mortgage loans are secured by first liens on one-to-four-family residential properties or multi-family projects. Each mortgage loan must meet the applicable standards set forth in the law creating Freddie Mac or Fannie Mae. A Freddie Mac Certificate group may include whole loans, participation interests in whole loans, undivided interests in whole loans and participations comprising another Freddie Mac Certificate group.
      Conventional Mortgage Loans. The conventional mortgage loans underlying the Freddie Mac and Fannie Mae Certificates consist of adjustable rate or fixed-rate mortgage loans normally with original terms to maturity of between five and thirty years. Substantially all of these mortgage loans are secured by first liens on one- to four-family residential properties or multi-family projects. Each mortgage loan must meet the applicable standards set forth in the law creating Freddie Mac or Fannie Mae. A Freddie Mac Certificate group may include whole loans, participation interests in whole loans, undivided interests in whole loans and participations comprising another Freddie Mac Certificate group.
      Mortgage Pass-Through Securities. Each Fund (other than the Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Equity, Structured International Equity and Research Select Funds) may invest in both government guaranteed and privately issued mortgage pass-through securities (“Mortgage Pass-Throughs”); that is, fixed or adjustable rate mortgage-backed securities which provide for monthly payments that are a “pass-through” of the monthly interest and principal payments (including any prepayments) made by the individual borrowers on the pooled mortgage loans, net of any fees or other amounts paid to any guarantor, administrator and/or servicer of the underlying mortgage loans. The seller or servicer of the underlying mortgage obligations will generally make representations and warranties to certificate holders as to certain characteristics of the mortgage loans and as to the accuracy of certain information furnished to the trustee in respect of each such mortgage loan. Upon a breach of any representation or warranty that materially and adversely affects the interests of the related certificate holders in a mortgage loan, the seller or servicer may be obligated either to cure the breach in all material respects, to repurchase the mortgage loan or, if the related agreement so provides, to substitute in its place a mortgage loan pursuant to the conditions set forth therein. Such a repurchase or substitution obligation may constitute the sole remedy available to the related certificate holders or the trustee for the material breach of any such representation or warranty by the seller or servicer.
     The following discussion describes only a few of the wide variety of structures of Mortgage Pass-Throughs that are available or may be issued.
      Description of Certificates. Mortgage Pass-Throughs may be issued in one or more classes of senior certificates and one or more classes of subordinate certificates. Each such class may bear a different pass-through rate. Generally, each certificate will evidence the specified interest of the holder

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thereof in the payments of principal or interest or both in respect of the mortgage pool comprising part of the trust fund for such certificates.
     Any class of certificates may also be divided into subclasses entitled to varying amounts of principal and interest. If a REMIC election has been made, certificates of such subclasses may be entitled to payments on the basis of a stated principal balance and stated interest rate, and payments among different subclasses may be made on a sequential, concurrent, pro rata or disproportionate basis, or any combination thereof. The stated interest rate on any such subclass of certificates may be a fixed rate or one which varies in direct or inverse relationship to an objective interest index.
     Generally, each registered holder of a certificate will be entitled to receive its pro rata share of monthly distributions of all or a portion of principal of the underlying mortgage loans or of interest on the principal balances thereof, which accrues at the applicable mortgage pass-through rate, or both. The difference between the mortgage interest rate and the related mortgage pass-through rate (less the amount, if any, of retained yield) with respect to each mortgage loan will generally be paid to the servicer as a servicing fee. Since certain adjustable rate mortgage loans included in a mortgage pool may provide for deferred interest ( i.e. , negative amortization), the amount of interest actually paid by a mortgagor in any month may be less than the amount of interest accrued on the outstanding principal balance of the related mortgage loan during the relevant period at the applicable mortgage interest rate. In such event, the amount of interest that is treated as deferred interest will generally be added to the principal balance of the related mortgage loan and will be distributed pro rata to certificate-holders as principal of such mortgage loan when paid by the mortgagor in subsequent monthly payments or at maturity.
      Ratings. The ratings assigned by a rating organization to Mortgage Pass-Throughs address the likelihood of the receipt of all distributions on the underlying mortgage loans by the related certificate-holders under the agreements pursuant to which such certificates are issued. A rating organization’s ratings normally take into consideration the credit quality of the related mortgage pool, including any credit support providers, structural and legal aspects associated with such certificates, and the extent to which the payment stream on such mortgage pool is adequate to make payments required by such certificates. A rating organization’s ratings on such certificates do not, however, constitute a statement regarding frequency of prepayments on the related mortgage loans. In addition, the rating assigned by a rating organization to a certificate may not address the remote possibility that, in the event of the insolvency of the issuer of certificates where a subordinated interest was retained, the issuance and sale of the senior certificates may be recharacterized as a financing and, as a result of such recharacterization, payments on such certificates may be affected.
      Credit Enhancement. Mortgage pools created by non-governmental issuers generally offer a higher yield than government and government-related pools because of the absence of direct or indirect government or agency payment guarantees. To lessen the effect of failures by obligors or underlying assets to make payments, mortgage pass-throughs may contain elements of credit support. Credit support falls generally into two categories: (i) liquidity protection and (ii) protection against losses resulting from default by an obligor on the underlying assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pools of mortgages, the provision of a reserve fund, or a combination thereof, to ensure, subject to certain limitations, that scheduled payments on the underlying pool are made in a timely fashion. Protection against losses resulting from default ensures ultimate payment of the obligations on at least a portion of the assets in the pool. Such credit support can be provided by, among other things, payment guarantees, letters of credit, pool insurance, subordination, or any combination thereof.

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      Subordination; Shifting of Interest; Reserve Fund. In order to achieve ratings on one or more classes of Mortgage Pass-Throughs, one or more classes of certificates may be subordinate certificates which provide that the rights of the subordinate certificate-holders to receive any or a specified portion of distributions with respect to the underlying mortgage loans may be subordinated to the rights of the senior certificate-holders. If so structured, the subordination feature may be enhanced by distributing to the senior certificate-holders on certain distribution dates, as payment of principal, a specified percentage (which generally declines over time) of all principal payments received during the preceding prepayment period (“shifting interest credit enhancement”). This will have the effect of accelerating the amortization of the senior certificates while increasing the interest in the trust fund evidenced by the subordinate certificates. Increasing the interest of the subordinate certificates relative to that of the senior certificates is intended to preserve the availability of the subordination provided by the subordinate certificates. In addition, because the senior certificate-holders in a shifting interest credit enhancement structure are entitled to receive a percentage of principal prepayments which is greater than their proportionate interest in the trust fund, the rate of principal prepayments on the mortgage loans may have an even greater effect on the rate of principal payments and the amount of interest payments on, and the yield to maturity of, the senior certificates.
     In addition to providing for a preferential right of the senior certificate-holders to receive current distributions from the mortgage pool, a reserve fund may be established relating to such certificates (the “Reserve Fund”). The Reserve Fund may be created with an initial cash deposit by the originator or servicer and augmented by the retention of distributions otherwise available to the subordinate certificate-holders or by excess servicing fees until the Reserve Fund reaches a specified amount.
     The subordination feature, and any Reserve Fund, are intended to enhance the likelihood of timely receipt by senior certificate-holders of the full amount of scheduled monthly payments of principal and interest due them and will protect the senior certificate-holders against certain losses; however, in certain circumstances the Reserve Fund could be depleted and temporary shortfalls could result. In the event the Reserve Fund is depleted before the subordinated amount is reduced to zero, senior certificate-holders will nevertheless have a preferential right to receive current distributions from the mortgage pool to the extent of the then outstanding subordinated amount. Unless otherwise specified, until the subordinated amount is reduced to zero, on any distribution date any amount otherwise distributable to the subordinate certificates or, to the extent specified, in the Reserve Fund will generally be used to offset the amount of any losses realized with respect to the mortgage loans (“Realized Losses”). Realized Losses remaining after application of such amounts will generally be applied to reduce the ownership interest of the subordinate certificates in the mortgage pool. If the subordinated amount has been reduced to zero, Realized Losses generally will be allocated pro rata among all certificate-holders in proportion to their respective outstanding interests in the mortgage pool.
      Alternative Credit Enhancement. As an alternative, or in addition to the credit enhancement afforded by subordination, credit enhancement for Mortgage Pass-Throughs may be provided by mortgage insurance, hazard insurance, by the deposit of cash, certificates of deposit, letters of credit, a limited guaranty or by such other methods as are acceptable to a rating agency. In certain circumstances, such as where credit enhancement is provided by guarantees or a letter of credit, the security is subject to credit risk because of its exposure to an external credit enhancement provider.
      Voluntary Advances. Generally, in the event of delinquencies in payments on the mortgage loans underlying the Mortgage Pass-Throughs, the servicer agrees to make advances of cash for the benefit of certificate-holders, but generally will do so only to the extent that it determines such voluntary advances will be recoverable from future payments and collections on the mortgage loans or otherwise.

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      Optional Termination. Generally, the servicer may, at its option with respect to any certificates, repurchase all of the underlying mortgage loans remaining outstanding at such time if the aggregate outstanding principal balance of such mortgage loans is less than a specified percentage (generally 5-10%) of the aggregate outstanding principal balance of the mortgage loans as of the cut-off date specified with respect to such series.
      Multiple Class Mortgage-Backed Securities and Collateralized Mortgage Obligations. A Fund may invest in multiple class securities including collateralized mortgage obligations (“CMOs”) and REMIC Certificates. These securities may be issued by U.S. Government agencies, instrumentalities and sponsored enterprises such as Fannie Mae or Freddie Mac or by trusts formed by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage bankers, commercial banks, insurance companies, investment banks and special purpose subsidiaries of the foregoing. In general, CMOs are debt obligations of a legal entity that are collateralized by, and multiple class mortgage-backed securities represent direct ownership interests in, a pool of mortgage loans or mortgage-backed securities the payments on which are used to make payments on the CMOs or multiple class mortgage-backed securities.
     Fannie Mae REMIC Certificates are issued and guaranteed as to timely distribution of principal and interest by Fannie Mae. In addition, Fannie Mae will be obligated to distribute the principal balance of each class of REMIC Certificates in full, whether or not sufficient funds are otherwise available.
     Freddie Mac guarantees the timely payment of interest on Freddie Mac REMIC Certificates and also guarantees the payment of principal as payments are required to be made on the underlying mortgage participation certificates (“PCs”). PCs represent undivided interests in specified level payment, residential mortgages or participations therein purchased by Freddie Mac and placed in a PC pool. With respect to principal payments on PCs, Freddie Mac generally guarantees ultimate collection of all principal of the related mortgage loans without offset or deduction but the receipt of the required payments may be delayed. Freddie Mac also guarantees timely payment of principal of certain PCs.
     CMOs and guaranteed REMIC Certificates issued by Fannie Mae and Freddie Mac are types of multiple class mortgage-backed securities. The REMIC Certificates represent beneficial ownership interests in a REMIC trust, generally consisting of mortgage loans or Fannie Mae, Freddie Mac or Ginnie Mae guaranteed mortgage-backed securities (the “Mortgage Assets”). The obligations of Fannie Mae or Freddie Mac under their respective guaranty of the REMIC Certificates are obligations solely of Fannie Mae or Freddie Mac, respectively.
     CMOs and REMIC Certificates are issued in multiple classes. Each class of CMOs or REMIC Certificates, often referred to as a “tranche,” is issued at a specific adjustable or fixed interest rate and must be fully retired no later than its final distribution date. Principal prepayments on the Mortgage Loans or the Mortgage Assets underlying the CMOs or REMIC Certificates may cause some or all of the classes of CMOs or REMIC Certificates to be retired substantially earlier than their final distribution dates. Generally, interest is paid or accrues on all classes of CMOs or REMIC Certificates on a monthly basis.
     The principal of and interest on the Mortgage Assets may be allocated among the several classes of CMOs or REMIC Certificates in various ways. In certain structures (known as “sequential pay” CMOs or REMIC Certificates), payments of principal, including any principal prepayments, on the Mortgage Assets generally are applied to the classes of CMOs or REMIC Certificates in the order of their respective

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final distribution dates. Thus, no payment of principal will be made on any class of sequential pay CMOs or REMIC Certificates until all other classes having an earlier final distribution date have been paid in full.
     Additional structures of CMOs and REMIC Certificates include, among others, “parallel pay” CMOs and REMIC Certificates. Parallel pay CMOs or REMIC Certificates are those which are structured to apply principal payments and prepayments of the Mortgage Assets to two or more classes concurrently on a proportionate or disproportionate basis. These simultaneous payments are taken into account in calculating the final distribution date of each class.
     A wide variety of REMIC Certificates may be issued in parallel pay or sequential pay structures. These securities include accrual certificates (also known as “Z-Bonds”), which only accrue interest at a specified rate until all other certificates having an earlier final distribution date have been retired and are converted thereafter to an interest-paying security, and planned amortization class (“PAC”) certificates, which are parallel pay REMIC Certificates that generally require that specified amounts of principal be applied on each payment date to one or more classes or REMIC Certificates (the “PAC Certificates”), even though all other principal payments and prepayments of the Mortgage Assets are then required to be applied to one or more other classes of the PAC Certificates. The scheduled principal payments for the PAC Certificates generally have the highest priority on each payment date after interest due has been paid to all classes entitled to receive interest currently. Shortfalls, if any, are added to the amount payable on the next payment date. The PAC Certificate payment schedule is taken into account in calculating the final distribution date of each class of PAC. In order to create PAC tranches, one or more tranches generally must be created that absorb most of the volatility in the underlying mortgage assets. These tranches tend to have market prices and yields that are much more volatile than other PAC classes.
      Stripped Mortgage-Backed Securities. The Balanced Fund may invest in stripped mortgage-backed securities (“SMBS”), which are derivative multiclass mortgage securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, or non-governmental originators. Certain SMBS may not be readily marketable and will be considered illiquid for purposes of the Fund’s limitation on investments in illiquid securities. The Investment Adviser may determine that SMBS which are U.S. Government Securities are liquid for purposes of the Fund’s limitation on investments in illiquid securities. The market value of the class consisting entirely of principal payments generally is unusually volatile in response to changes in interest rates. The yields on a class of SMBS that receives all or most of the interest from Mortgage Assets are generally higher than prevailing market yields on other mortgage-backed securities because their cash flow patterns are more volatile and there is a greater risk that the initial investment will not be fully recouped.
Inverse Floating Rate Securities
     The Balanced Fund may invest in leveraged inverse floating rate debt instruments (“inverse floaters”). The interest rate on an inverse floater resets in the opposite direction from the market rate of interest to which the inverse floater is indexed. An inverse floater may be considered to be leveraged to the extent that its interest rate varies by a magnitude that exceeds the magnitude of the change in the index rate of interest. The higher degree of leverage inherent in inverse floaters is associated with greater volatility in their market values. Accordingly, the duration of an inverse floater may exceed its stated final maturity. Certain inverse floaters may be deemed to be illiquid securities for purposes of a Fund’s 15% limitation on investments in such securities.

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Asset-Backed Securities
     Each Fund (except the Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Equity, Structured International Equity and Research Select Funds) may invest in asset-backed securities. Asset-backed securities represent participations in, or are secured by and payable from, assets such as motor vehicle installment sales, installment loan contracts, leases of various types of real and personal property, receivables from revolving credit (credit card) agreements and other categories of receivables. Such assets are securitized through the use of trusts and special purpose corporations. Payments or distributions of principal and interest may be guaranteed up to certain amounts and for a certain time period by a letter of credit or a pool insurance policy issued by a financial institution unaffiliated with the trust or corporation, or other credit enhancements may be present.
     Such securities are often subject to more rapid repayment than their stated maturity date would indicate as a result of the pass-through of prepayments of principal on the underlying loans. During periods of declining interest rates, prepayment of loans underlying asset backed securities can be expected to accelerate. Accordingly, a Fund’s ability to maintain positions in such securities will be affected by reductions in the principal amount of such securities resulting from prepayments, and its ability to reinvest the returns of principal at comparable yields is subject to generally prevailing interest rates at that time. To the extent that a Fund invests in asset-backed securities, the values of such Fund’s portfolio securities will vary with changes in market interest rates generally and the differentials in yields among various kinds of asset-backed securities.
     Asset-backed securities present certain additional risks because asset-backed securities generally do not have the benefit of a security interest in collateral that is comparable to mortgage assets. Credit card receivables are generally unsecured and the debtors on such receivables are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set-off certain amounts owed on the credit cards, thereby reducing the balance due. Automobile receivables generally are secured, but by automobiles rather than residential real property. Most issuers of automobile receivables permit the loan servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the asset-backed securities. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile receivables may not have a proper security interest in the underlying automobiles. Therefore, if the issuer of an asset-backed security defaults on its payment obligations, there is the possibility that, in some cases, a Fund will be unable to possess and sell the underlying collateral and that the Fund’s recoveries on repossessed collateral may not be available to support payments on the securities.
Loan Participations
     The Balanced Fund may invest in loan participations. Such loans must be to issuers in whose obligations Balanced Fund may invest. A loan participation is an interest in a loan to a U.S. or foreign company or other borrower which is administered and sold by a financial intermediary. In a typical corporate loan syndication, a number of lenders, usually banks (co-lenders), lend a corporate borrower a specified sum pursuant to the terms and conditions of a loan agreement. One of the co-lenders usually agrees to act as the agent bank with respect to the loan.
     Participation interests acquired by the Balanced Fund may take the form of a direct or co-lending relationship with the corporate borrower, an assignment of an interest in the loan by a co-lender or another

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participant, or a participation in the seller’s share of the loan. When the Balanced Fund acts as co-lender in connection with a participation interest or when the Balanced Fund acquires certain participation interests, the Balanced Fund will have direct recourse against the borrower if the borrower fails to pay scheduled principal and interest. In cases where the Balanced Fund lacks direct recourse, it will look to the agent bank to enforce appropriate credit remedies against the borrower. In these cases, the Balanced Fund may be subject to delays, expenses and risks that are greater than those that would have been involved if the Fund had purchased a direct obligation (such as commercial paper) of such borrower. For example, in the event of the bankruptcy or insolvency of the corporate borrower, a loan participation may be subject to certain defenses by the borrower as a result of improper conduct by the agent bank. Moreover, under the terms of the loan participation, the Balanced Fund may be regarded as a creditor of the agent bank (rather than of the underlying corporate borrower), so that the Balanced Fund may also be subject to the risk that the agent bank may become insolvent. The secondary market, if any, for these loan participations is limited and loan participations purchased by the Balanced Fund will normally be regarded as illiquid.
     For purposes of certain investment limitations pertaining to diversification of the Balanced Fund’s portfolio investments, the issuer of a loan participation will be the underlying borrower. However, in cases where the Balanced Fund does not have recourse directly against the borrower, both the borrower and each agent bank and co-lender interposed between the Balanced Fund and the borrower will be deemed issuers of a loan participation.
Futures Contracts and Options on Futures Contracts
     Each Fund may purchase and sell futures contracts and may also purchase and write call and put options on futures contracts. The Structured Large Cap Value, Structured Large Cap Growth and Structured Small Cap Equity Funds may only enter into such transactions with respect to a representative index. The Structured U.S. Equity Fund may enter into futures transactions only with respect to the S&P 500 Index. The other Funds may purchase and sell futures contracts based on various securities, securities indices, foreign currencies and other financial instruments and indices. Each Fund may engage in futures and related options transactions in order to seek to increase total return or to hedge against changes in interest rates, securities prices or, if a Fund invests in foreign securities, currency exchange rates, or to otherwise manage its term structure, sector selection and duration in accordance with its investment objective and policies. Each Fund may also enter into closing purchase and sale transactions with respect to such contracts and options. The Trust, on behalf of each Fund, has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and, therefore, is not subject to registration or regulation as a pool operator under that Act with respect to the Funds.
     Futures contracts entered into by a Fund have historically been traded on U.S. exchanges or boards of trade that are licensed and regulated by the Commodity Futures Trading Commission (the “CFTC”) or with respect to certain funds, on foreign exchanges. More recently, certain futures may also be traded either over-the-counter or on trading facilities such as derivatives transaction execution facilities, exempt boards of trade or electronic trading facilities that are licensed and/or regulated to varying degrees by the CFTC. Also, certain single stock futures and narrow based security index futures may be traded either over-the-counter or on trading facilities such as contract markets, derivatives transaction execution facilities and electronic trading facilities that are licensed and/or regulated to varying degrees by both the CFTC and the SEC, or on foreign exchanges.
     Neither the CFTC, National Futures Association, SEC nor any domestic exchange regulates activities of any foreign exchange or boards of trade, including the execution, delivery and clearing of

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transactions, or has the power to compel enforcement of the rules of a foreign exchange or board of trade or any applicable foreign law. This is true even if the exchange is formally linked to a domestic market so that a position taken on the market may be liquidated by a transaction on another market. Moreover, such laws or regulations will vary depending on the foreign country in which the foreign futures or foreign options transaction occurs. For these reasons, a Fund’s investments in foreign futures or foreign options transactions may not be provided the same protections in respect of transactions on United States exchanges. In particular, persons who trade foreign futures or foreign options contracts may not be afforded certain of the protective measures provided by the Commodity Exchange Act, the CFTC’s regulations and the rules of the National Futures Association and any domestic exchange, including the right to use reparations proceedings before the CFTC and arbitration proceedings provided by the National Futures Association or any domestic futures exchange. Similarly, these persons may not have the protection of the U.S. securities laws.
      Futures Contracts . A futures contract may generally be described as an agreement between two parties to buy and sell particular financial instruments for an agreed price during a designated month (or to deliver the final cash settlement price, in the case of a contract relating to an index or otherwise not calling for physical delivery at the end of trading in the contract).
     When interest rates are rising or securities prices are falling, a Fund can seek through the sale of futures contracts to offset a decline in the value of its current portfolio securities. When interest rates are falling or securities prices are rising, a Fund, through the purchase of futures contracts, can attempt to secure better rates or prices than might later be available in the market when it effects anticipated purchases. Similarly, each Fund (other than the Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth and Structured Small Cap Equity Funds) can purchase and sell futures contracts on a specified currency in order to seek to increase total return or to protect against changes in currency exchange rates. For example, each Fund (other than the Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth and Structured Small Cap Equity Funds) can purchase futures contracts on foreign currency to establish the price in U.S. dollars of a security quoted or denominated in such currency that such Fund has acquired or expects to acquire. As another example, certain Funds may enter into futures transactions to seek a closer correlation between a Fund’s overall currency exposures and the currency exposures of a Fund’s performance benchmark. The Balanced Fund may also use futures contracts to manage the term structure and duration of its fixed-income securities holdings in accordance with that Fund’s investment objective and policies.
     Positions taken in the futures market are not normally held to maturity, but are instead liquidated through offsetting transactions which may result in a profit or a loss. While a Fund will usually liquidate futures contracts on securities or currency in this manner, a Fund may instead make or take delivery of the underlying securities or currency whenever it appears economically advantageous for the Fund to do so. A clearing corporation associated with the exchange on which futures are traded guarantees that, if still open, the sale or purchase will be performed on the settlement date.
      Hedging Strategies . Hedging, by use of futures contracts, seeks to establish with more certainty than would otherwise be possible the effective price, rate of return or currency exchange rate on portfolio securities or securities that a Fund owns or proposes to acquire. A Fund may, for example, take a “short” position in the futures market by selling futures contracts to seek to hedge against an anticipated rise in interest rates or a decline in market prices or (other than the Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth and Structured Small Cap Equity Funds) foreign currency rates that would adversely affect the dollar value of such Fund’s portfolio securities. Similarly, each Fund (other than the Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth and

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Structured Small Cap Equity Funds) may sell futures contracts on a currency in which its portfolio securities are quoted or denominated, or sell futures contracts on one currency to seek to hedge against fluctuations in the value of securities quoted or denominated in a different currency if there is an established historical pattern of correlation between the two currencies. If, in the opinion of the applicable Investment Adviser, there is a sufficient degree of correlation between price trends for a Fund’s portfolio securities and futures contracts based on other financial instruments, securities indices or other indices, a Fund may also enter into such futures contracts as part of a hedging strategy. Although under some circumstances prices of securities in a Fund’s portfolio may be more or less volatile than prices of such futures contracts, the Investment Advisers will attempt to estimate the extent of this volatility difference based on historical patterns and compensate for any such differential by having a Fund enter into a greater or lesser number of futures contracts or by attempting to achieve only a partial hedge against price changes affecting a Fund’s portfolio securities. When hedging of this character is successful, any depreciation in the value of portfolio securities will be substantially offset by appreciation in the value of the futures position. On the other hand, any unanticipated appreciation in the value of a Fund’s portfolio securities would be substantially offset by a decline in the value of the futures position.
     On other occasions, a Fund may take a “long” position by purchasing such futures contracts. This may be done, for example, when a Fund anticipates the subsequent purchase of particular securities when it has the necessary cash, but expects the prices or currency exchange rates then available in the applicable market to be less favorable than prices or rates that are currently available.
      Options on Futures Contracts . The acquisition of put and call options on futures contracts will give a Fund the right (but not the obligation), for a specified price, to sell or to purchase, respectively, the underlying futures contract at any time during the option period. As the purchaser of an option on a futures contract, a Fund obtains the benefit of the futures position if prices move in a favorable direction but limits its risk of loss in the event of an unfavorable price movement to the loss of the premium and transaction costs.
     The writing of a call option on a futures contract generates a premium which may partially offset a decline in the value of a Fund’s assets. By writing a call option, a Fund becomes obligated, in exchange for the premium, to sell a futures contract if the option is exercised, which may have a value higher than the exercise price. The writing of a put option on a futures contract generates a premium, which may partially offset an increase in the price of securities that a Fund intends to purchase. However, a Fund becomes obligated (upon the exercise of the option) to purchase a futures contract if the option is exercised, which may have a value lower than the exercise price. Thus, the loss incurred by a Fund in writing options on futures is potentially unlimited and may exceed the amount of the premium received. A Fund will incur transaction costs in connection with the writing of options on futures.
     The holder or writer of an option on a futures contract may terminate its position by selling or purchasing an offsetting option on the same financial instrument. There is no guarantee that such closing transactions can be effected. A Fund’s ability to establish and close out positions on such options will be subject to the development and maintenance of a liquid market.
      Other Considerations . A Fund will engage in transactions in futures contracts and related options transactions only to the extent such transactions are consistent with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”) for maintaining its qualification as a regulated investment company for federal income tax purposes. Transactions in futures contracts and options on futures involve brokerage costs, require margin deposits and, in certain cases, require the Fund to segregate cash or liquid assets in an amount equal to the underlying value of such contracts and options.

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     While transactions in futures contracts and options on futures may reduce certain risks, such transactions themselves entail certain other risks. Thus, unanticipated changes in interest rates, securities prices or currency exchange rates may result in a poorer overall performance for a Fund than if it had not entered into any futures contracts or options transactions. When futures contracts and options are used for hedging purposes, perfect correlation between a Fund’s futures position and portfolio positions will be impossible to achieve. In the event of an imperfect correlation between a futures position and a portfolio position which is intended to be protected, the desired protection may not be obtained and a Fund may be exposed to risk of loss.
     Perfect correlation between a Fund’s futures positions and portfolio positions will be difficult to achieve, particularly where futures contracts based on individual equity or corporate fixed-income securities are currently not available. In addition, it is not possible for a Fund to hedge fully or perfectly against currency fluctuations affecting the value of securities quoted or denominated in foreign currencies because the value of such securities is likely to fluctuate as a result of independent factors unrelated to currency fluctuations. The profitability of a Fund’s trading in futures depends upon the ability of the Investment Advisers to analyze correctly the futures markets.
Options on Securities and Securities Indices
      Writing Covered Options. Each Fund may write (sell) covered call and put options on any securities in which it may invest. A call option written by a Fund obligates such Fund to sell specified securities to the holder of the option at a specified price if the option is exercised before the expiration date. All call options written by a Fund are covered, which means that such Fund will own the securities subject to the option as long as the option is outstanding or such Fund will use the other methods described below. A Fund’s purpose in writing covered call options is to realize greater income than would be realized on portfolio securities transactions alone. However, a Fund may forego the opportunity to profit from an increase in the market price of the underlying security.
     A put option written by a Fund would obligate such Fund to purchase specified securities from the option holder at a specified price if the option is exercised before the expiration date. All put options written by a Fund would be covered, which means that such Fund will segregate cash or liquid assets with a value at least equal to the exercise price of the put option (less any margin on deposit) or will use the other methods described below. The purpose of writing such options is to generate additional income for the Fund. However, in return for the option premium, each Fund accepts the risk that it may be required to purchase the underlying securities at a price in excess of the securities’ market value at the time of purchase.
     In the case of a call option, the option is “covered” if a Fund owns the instrument underlying the call or has an absolute and immediate right to acquire that instrument without additional cash consideration (or, if additional cash consideration is required, liquid assets in such amount are segregated) upon conversion or exchange of other instruments held by it. A call option is also covered if a Fund holds a call on the same instrument as the option written where the exercise price of the option held is (i) equal to or less than the exercise price of the option written, or (ii) greater than the exercise price of the option written provided the Fund segregates liquid assets in the amount of the difference. A put option is also covered if a Fund holds a put on the same instrument as the option written where the exercise price of the option held is (i) equal to or higher than the exercise price of the option written, or (ii) less than the exercise price of the option written provided the Fund segregates liquid assets in the amount of the difference.

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     A Fund may also write (sell) covered call and put options on any securities index comprised of securities in which it may invest. Options on securities indices are similar to options on securities, except that the exercise of securities index options requires cash payments and does not involve the actual purchase or sale of securities. In addition, securities index options are designed to reflect price fluctuations in a group of securities or segment of the securities market rather than price fluctuations in a single security.
     A Fund may cover call options on a securities index by owning securities whose price changes are expected to be similar to those of the underlying index, or by having an absolute and immediate right to acquire such securities without additional cash consideration (or for additional consideration which has been segregated by the Fund) upon conversion or exchange of other securities in its portfolio. A Fund also may cover call and put options on a securities index by segregating cash or liquid assets, as permitted by applicable law, with a value, when added to any margin on deposit, that is equal to the market value of the underlying securities in the case of a call option or the exercise price or by owning offsetting options as described above.
     A Fund may terminate its obligations under an exchange traded call or put option by purchasing an option identical to the one it has written. Obligations under over-the-counter options may be terminated only by entering into an offsetting transaction with the counterparty to such option. Such purchases are referred to as “closing purchase transactions.”
      Purchasing Options. Each Fund may purchase put and call options on any securities in which it may invest or options on any securities index comprised of securities in which it may invest. A Fund may also, to the extent that it invests in foreign securities, purchase put and call options on foreign currencies. A Fund may also enter into closing sale transactions in order to realize gains or minimize losses on options it had purchased.
     A Fund may purchase call options in anticipation of an increase in the market value of securities of the type in which it may invest. The purchase of a call option would entitle a Fund, in return for the premium paid, to purchase specified securities at a specified price during the option period. A Fund would ordinarily realize a gain on the purchase of a call option if, during the option period, the value of such securities exceeded the sum of the exercise price, the premium paid and transaction costs; otherwise such a Fund would realize either no gain or a loss on the purchase of the call option.
     A Fund may purchase put options in anticipation of a decline in the market value of securities in its portfolio (“protective puts”) or in securities in which it may invest. The purchase of a put option would entitle a Fund, in exchange for the premium paid, to sell specified securities at a specified price during the option period. The purchase of protective puts is designed to offset or hedge against a decline in the market value of a Fund’s securities. Put options may also be purchased by a Fund for the purpose of affirmatively benefiting from a decline in the price of securities which it does not own. A Fund would ordinarily realize a gain if, during the option period, the value of the underlying securities decreased below the exercise price sufficiently to more than cover the premium and transaction costs; otherwise such a Fund would realize either no gain or a loss on the purchase of the put option. Gains and losses on the purchase of protective put options would tend to be offset by countervailing changes in the value of the underlying portfolio securities.

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     A Fund would purchase put and call options on securities indices for the same purposes as it would purchase options on individual securities. For a description of options on securities indices, see “Writing Covered Options” above.
      Yield Curve Options. The Balanced Fund may enter into options on the yield “spread” or differential between two securities. Such transactions are referred to as “yield curve” options. In contrast to other types of options, a yield curve option is based on the difference between the yields of designated securities, rather than the prices of the individual securities, and is settled through cash payments. Accordingly, a yield curve option is profitable to the holder if this differential widens (in the case of a call) or narrows (in the case of a put), regardless of whether the yields of the underlying securities increase or decrease.
     The Balanced Fund may purchase or write yield curve options for the same purposes as other options on securities. For example, the Fund may purchase a call option on the yield spread between two securities if it owns one of the securities and anticipates purchasing the other security and wants to hedge against an adverse change in the yield spread between the two securities. The Balanced Fund may also purchase or write yield curve options in an effort to increase current income if, in the judgment of the Investment Adviser, the Fund will be able to profit from movements in the spread between the yields of the underlying securities. The trading of yield curve options is subject to all of the risks associated with the trading of other types of options. In addition, however, such options present risk of loss even if the yield of one of the underlying securities remains constant, if the spread moves in a direction or to an extent which was not anticipated.
     Yield curve options written by the Balanced Fund will be “covered.” A call (or put) option is covered if the Fund holds another call (or put) option on the spread between the same two securities and segregates cash or liquid assets sufficient to cover the Fund’s net liability under the two options. Therefore, the Fund’s liability for such a covered option is generally limited to the difference between the amount of such Fund’s liability under the option written by the Fund less the value of the option held by the Fund. Yield curve options may also be covered in such other manner as may be in accordance with the requirements of the counterparty with which the option is traded and applicable laws and regulations. Yield curve options are traded over-the-counter and established trading markets for these options may not exist.
      Risks Associated with Options Transactions . There is no assurance that a liquid secondary market on an options exchange will exist for any particular exchange-traded option or at any particular time. If a Fund is unable to effect a closing purchase transaction with respect to covered options it has written, the Fund will not be able to sell the underlying securities or dispose of segregated assets until the options expire or are exercised. Similarly, if a Fund is unable to effect a closing sale transaction with respect to options it has purchased, it will have to exercise the options in order to realize any profit and will incur transaction costs upon the purchase or sale of underlying securities.
     Reasons for the absence of a liquid secondary market on an exchange include the following: (i) there may be insufficient trading interest in certain options; (ii) restrictions may be imposed by an exchange on opening or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the facilities of an exchange or the Options Clearing Corporation may not at all times be adequate to handle current trading volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options), in which event the

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secondary market on that exchange (or in that class or series of options) would cease to exist, although outstanding options on that exchange that had been issued by the Options Clearing Corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms.
     A Fund may purchase and sell both options that are traded on U.S. and foreign exchanges and options traded over-the-counter with broker-dealers who make markets in these options. The ability to terminate over-the-counter options is more limited than with exchange-traded options and may involve the risk that broker-dealers participating in such transactions will not fulfill their obligations.
     Transactions by each Fund in options on securities and indices will be subject to limitations established by each of the exchanges, boards of trade or other trading facilities on which such options are traded governing the maximum number of options in each class which may be written or purchased by a single investor or group of investors acting in concert regardless of whether the options are written or purchased on the same or different exchanges, boards of trade or other trading facility or are held in one or more accounts or through one or more brokers. Thus, the number of options which a Fund may write or purchase may be affected by options written or purchased by other investment advisory clients of the Investment Advisers. An exchange, board of trade or other trading facility may order the liquidation of positions found to be in excess of these limits, and it may impose certain other sanctions.
     The writing and purchase of options is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The use of options to seek to increase total return involves the risk of loss if the Investment Adviser is incorrect in its expectation of fluctuations in securities prices or interest rates. The successful use of options for hedging purposes also depends in part on the ability of the Investment Adviser to manage future price fluctuations and the degree of correlation between the options and securities markets. If the Investment Adviser is incorrect in its expectation of changes in securities prices or determination of the correlation between the securities indices on which options are written and purchased and the securities in a Fund’s investment portfolio, the Fund may incur losses that it would not otherwise incur. The writing of options could increase a Fund’s portfolio turnover rate and, therefore, associated brokerage commissions or spreads.
Real Estate Investment Trusts
     Each Fund may invest in shares of REITs. REITs are pooled investment vehicles which invest primarily in real estate or real estate related loans. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Like regulated investment companies such as the Funds, REITs are not taxed on income distributed to shareholders provided they comply with certain requirements under the Code. A Fund will indirectly bear its proportionate share of any expenses paid by REITs in which it invests in addition to the expenses paid by a Fund.
     Investing in REITs involves certain unique risks. Equity REITs may be affected by changes in the value of the underlying property owned by such REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are not diversified (except to the extent the Code requires), and are subject to the risks of financing projects. REITs are subject to heavy cash flow dependency, default by borrowers, self-liquidation, and the possibilities of failing to

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qualify for the exemption from tax for distributed income under the Code and failing to maintain their exemptions from the Act. REITs (especially mortgage REITs) are also subject to interest rate risks.
Warrants and Stock Purchase Rights
     Each Fund may invest in warrants or rights (in addition to those acquired in units or attached to other securities) which entitle the holder to buy equity securities at a specific price for a specific period of time. A Fund will invest in warrants and rights only if such equity securities are deemed appropriate by the Investment Adviser for investment by the Fund. The Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Equity, Structured International Equity and Research Select Funds have no present intention of acquiring warrants or rights. Warrants and rights have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer.
Foreign Securities
     Each Fund may invest in securities of foreign issuers. The Balanced, Growth and Income, Capital Growth, Strategic Growth, Small/Mid-Cap Growth, Growth Opportunities and Concentrated Growth Funds may invest in the aggregate up to 20%, 25%, 20%, 10%, 10%, 10% and 10%, respectively, of their total assets (not including securities lending collateral and any investment of that collateral) in foreign securities. The Mid Cap Value, Small Cap Value and Large Cap Value Funds may invest in the aggregate up to 25% of their respective net assets plus any borrowings (measured at the time of purchase) in foreign securities. The Research Select Fund may invest up to 20% of its net assets plus any borrowings (measured at the time of purchase) in securities of foreign issuers. The Structured International Equity, International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and Asia Equity Funds will invest primarily in foreign securities under normal circumstances. With respect to the Structured U.S. Equity, Structured Large Cap Growth, Structured Large Cap Value and Structured Small Cap Equity Funds, equity securities of foreign issuers must be traded in the United States.
     Investments in foreign securities may offer potential benefits not available from investments solely in U.S. dollar-denominated or quoted securities of domestic issuers. Such benefits may include the opportunity to invest in foreign issuers that appear, in the opinion of the applicable Investment Adviser, to offer the potential for long-term growth of capital and income, the opportunity to invest in foreign countries with economic policies or business cycles different from those of the United States and the opportunity to reduce fluctuations in portfolio value by taking advantage of foreign stock markets that do not necessarily move in a manner parallel to U.S. markets.
     Investing in foreign securities involves certain special risks, including those discussed in the Funds’ Prospectuses and those set forth below, which are not typically associated with investing in U.S. dollar-denominated or quoted securities of U.S. issuers. Investments in foreign securities usually involve currencies of foreign countries. Accordingly, a Fund that invests in foreign securities may be affected favorably or unfavorably by changes in currency rates and in exchange control regulations and may incur costs in connection with conversions between various currencies. The Balanced, Growth and Income, Structured International Equity, Capital Growth, Strategic Growth, Small/Mid-Cap Growth, Growth Opportunities, Mid Cap Value, Small Cap Value, Large Cap Value, International Equity, European Equity, Japanese Equity, International Small Cap, Asia Equity and Emerging Markets Equity, Research Select and Concentrated Growth Funds may be subject to currency exposure independent of their securities positions. To the extent that a Fund is fully invested in foreign securities while also maintaining currency positions, it may be exposed to greater combined risk.

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     Currency exchange rates may fluctuate significantly over short periods of time. They generally are determined by the forces of supply and demand in the foreign exchange markets and the relative merits of investments in different countries, actual or anticipated changes in interest rates and other complex factors, as seen from an international perspective. Currency exchange rates also can be affected unpredictably by intervention by U.S. or foreign governments or central banks or the failure to intervene or by currency controls or political developments in the United States or abroad.
     Since foreign issuers generally are not subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to U.S. companies, there may be less publicly available information about a foreign company than about a U.S. company. Volume and liquidity in most foreign securities markets are less than in the United States and securities of many foreign companies are less liquid and more volatile than securities of comparable U.S. companies. The securities of foreign issuers may be listed on foreign securities exchanges or traded in foreign over-the-counter markets. Fixed commissions on foreign securities exchanges are generally higher than negotiated commissions on U.S. exchanges, although each Fund endeavors to achieve the most favorable net results on its portfolio transactions. There is generally less government supervision and regulation of foreign securities exchanges, brokers, dealers and listed and unlisted companies than in the United States, and the legal remedies for investors may be more limited than the remedies available in the United States.
     Foreign markets also have different clearance and settlement procedures, and in certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Such delays in settlement could result in temporary periods when some of a Fund’s assets are uninvested and no return is earned on such assets. The inability of a Fund to make intended security purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. Inability to dispose of portfolio securities due to settlement problems could result either in losses to the Fund due to subsequent declines in value of the portfolio securities or, if the Fund has entered into a contract to sell the securities, could result in possible liability to the purchaser. In addition, with respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, limitations on the movement of funds and other assets between different countries, political or social instability, or diplomatic developments which could adversely affect a Fund’s investments in those countries. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position.
     Each Fund may invest in foreign securities which take the form of sponsored and unsponsored American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”) and (except for Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth and Structured Small Cap Equity Funds) may also invest in European Depositary Receipts (“EDRs”) or other similar instruments representing securities of foreign issuers (together, “Depositary Receipts”).
     ADRs represent the right to receive securities of foreign issuers deposited in a domestic bank or a correspondent bank. ADRs are traded on domestic exchanges or in the U.S. over-the-counter market and, generally, are in registered form. EDRs and GDRs are receipts evidencing an arrangement with a non-U.S. bank similar to that for ADRs and are designed for use in the non-U.S. securities markets. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security.
     To the extent a Fund acquires Depositary Receipts through banks which do not have a contractual relationship with the foreign issuer of the security underlying the Depositary Receipts to issue and service

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such unsponsored Depositary Receipts, there may be an increased possibility that the Fund would not become aware of and be able to respond to corporate actions such as stock splits or rights offerings involving the foreign issuer in a timely manner. In addition, the lack of information may result in inefficiencies in the valuation of such instruments. Investment in Depositary Receipts does not eliminate all the risks inherent in investing in securities of non-U.S. issuers. The market value of Depositary Receipts is dependent upon the market value of the underlying securities and fluctuations in the relative value of the currencies in which the Depositary Receipts and the underlying securities are quoted. However, by investing in Depositary Receipts, such as ADRs, that are quoted in U.S. dollars, a Fund may avoid currency risks during the settlement period for purchases and sales.
     As described more fully below, each Fund (except the Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth and Structured Small Cap Equity Funds) may invest in countries with emerging economies or securities markets. Political and economic structures in many of such countries may be undergoing significant evolution and rapid development, and such countries may lack the social, political and economic stability characteristic of more developed countries. Certain of such countries have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies. As a result, the risks described above, including the risks of nationalization or expropriation of assets, may be heightened. See “Investing in Emerging Markets, including Asia and Eastern Europe,” below.
      Investing in Emerging Countries, including Asia and Eastern Europe . Structured International Equity, International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and Asia Equity Funds are intended for long-term investors who can accept the risks associated with investing primarily in equity and equity-related securities of foreign issuers, including emerging country issuers, as well as the risks associated with investments quoted or denominated in foreign currencies. The Balanced, Growth and Income, Capital Growth, Strategic Growth, Growth Opportunities, Small/Mid-Cap Growth, Mid Cap Value, Small Cap Value, Research Select and Concentrated Growth Funds may invest, to a lesser extent, in equity and equity-related securities of foreign issuers, including emerging country issuers.
     The securities markets of emerging countries are less liquid and subject to greater price volatility, and have a smaller market capitalization, than the U.S. securities markets. In certain countries, there may be fewer publicly traded securities and the market may be dominated by a few issues or sectors. Issuers and securities markets in such countries are not subject to as extensive and frequent accounting, financial and other reporting requirements or as comprehensive government regulations as are issuers and securities markets in the U.S. In particular, the assets and profits appearing on the financial statements of emerging country issuers may not reflect their financial position or results of operations in the same manner as financial statements for U.S. issuers. Substantially less information may be publicly available about emerging country issuers than is available about issuers in the United States.
     Emerging country securities markets are typically marked by a high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries, as well as a high concentration of ownership of such securities by a limited number of investors. The markets for securities in certain emerging countries are in the earliest stages of their development. Even the markets for relatively widely traded securities in emerging countries may not be able to absorb, without price disruptions, a significant increase in trading volume or trades of a size customarily undertaken by institutional investors in the securities markets of developed countries. The limited size of many of these securities markets can cause prices to be erratic for reasons apart from factors that affect the soundness and competitiveness of the securities issuers. For example, prices may be unduly influenced by

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traders who control large positions in these markets. Additionally, market making and arbitrage activities are generally less extensive in such markets, which may contribute to increased volatility and reduced liquidity of such markets. The limited liquidity of emerging country securities may also affect a Fund’s ability to accurately value its portfolio securities or to acquire or dispose of securities at the price and time it wishes to do so or in order to meet redemption requests.
     With respect to investments in certain emerging market countries, antiquated legal systems may have an adverse impact on the Funds. For example, while the potential liability of a shareholder in a U.S. corporation with respect to acts of the corporation is generally limited to the amount of the shareholder’s investment, the notion of limited liability is less clear in certain emerging market countries. Similarly, the rights of investors in emerging market companies may be more limited than those of shareholders in U.S. corporations.
     Transaction costs, including brokerage commissions or dealer mark-ups, in emerging countries may be higher than in the United States and other developed securities markets. In addition, existing laws and regulations are often inconsistently applied. As legal systems in emerging countries develop, foreign investors may be adversely affected by new or amended laws and regulations. In circumstances where adequate laws exist, it may not be possible to obtain swift and equitable enforcement of the law.
     Foreign investment in the securities markets of certain emerging countries is restricted or controlled to varying degrees. These restrictions may limit a Fund’s investment in certain emerging countries and may increase the expenses of the Fund. Certain emerging countries require governmental approval prior to investments by foreign persons or limit investment by foreign persons to only a specified percentage of an issuer’s outstanding securities or a specific class of securities which may have less advantageous terms (including price) than securities of the company available for purchase by nationals. In addition, the repatriation of both investment income and capital from emerging countries may be subject to restrictions which require governmental consents or prohibit repatriation entirely for a period of time. Even where there is no outright restriction on repatriation of capital, the mechanics of repatriation may affect certain aspects of the operation of a Fund. A Fund may be required to establish special custodial or other arrangements before investing in certain emerging countries.
     Emerging countries may be subject to a substantially greater degree of economic, political and social instability and disruption than is the case in the United States, Japan and most Western European countries. This instability may result from, among other things, the following: (i) authoritarian governments or military involvement in political and economic decision making, including changes or attempted changes in governments through extra-constitutional means; (ii) popular unrest associated with demands for improved political, economic or social conditions; (iii) internal insurgencies; (iv) hostile relations with neighboring countries; (v) ethnic, religious and racial disaffection or conflict; and (vi) the absence of developed legal structures governing foreign private investments and private property. Such economic, political and social instability could disrupt the principal financial markets in which the Funds may invest and adversely affect the value of the Funds’ assets. A Fund’s investments can also be adversely affected by any increase in taxes or by political, economic or diplomatic developments.
     Certain Funds may seek investment opportunities within former “east bloc” countries in Eastern Europe. Most Eastern European countries had a centrally planned, socialist economy for a substantial period of time. The governments of many Eastern European countries have more recently been implementing reforms directed at political and economic liberalization, including efforts to decentralize the economic decision-making process and move towards a market economy. However, business entities in many Eastern European countries do not have an extended history of operating in a market-oriented

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economy, and the ultimate impact of Eastern European countries’ attempts to move toward more market-oriented economies is currently unclear. In addition, any change in the leadership or policies of Eastern European countries may halt the expansion of or reverse the liberalization of foreign investment policies now occurring and adversely affect existing investment opportunities.
     The economies of emerging countries may differ unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, capital reinvestment, resources, self-sufficiency and balance of payments. Many emerging countries have experienced in the past, and continue to experience, high rates of inflation. In certain countries inflation has at times accelerated rapidly to hyperinflationary levels, creating a negative interest rate environment and sharply eroding the value of outstanding financial assets in those countries. Other emerging countries, on the other hand, have recently experienced deflationary pressures and are in economic recessions. The economies of many emerging countries are heavily dependent upon international trade and are accordingly affected by protective trade barriers and the economic conditions of their trading partners. In addition, the economies of some emerging countries are vulnerable to weakness in world prices for their commodity exports.
     A Fund’s income and, in some cases, capital gains from foreign stocks and securities will be subject to applicable taxation in certain of the countries in which it invests, and treaties between the U.S. and such countries may not be available in some cases to reduce the otherwise applicable tax rates. See “Taxation.”
     Foreign markets also have different clearance and settlement procedures, and in certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Such delays in settlement could result in temporary periods when a portion of the assets of a Fund remain uninvested and no return is earned on such assets. The inability of a Fund to make intended security purchases or sales due to settlement problems could result either in losses to the Fund due to subsequent declines in value of the portfolio securities or, if the Fund has entered into a contract to sell the securities, could result in possible liability to the purchaser.
      Investing in Japan . The Japanese Equity Fund invests primarily in Japanese companies. Japan’s economy grew substantially after World War II. The boom in Japan’s equity and property markets during the expansion of the late 1980’s supported high rates of investment and consumer spending on durable goods, but both of these components of demand subsequently retreated sharply following a decline in asset prices. More recently, Japan’s economic growth has been substantially below the levels of earlier decades. The banking sector has continued to suffer from non-performing loans and the economy generally has been subject to deflationary pressures. Many Japanese banks have required public funds to avert insolvency, and large amounts of bad debt have prevented banks from expanding their loan portfolios despite low discount rates. In 2003 Japan’s Financial Services Agency established the Industrial Revitalization Corporation Japan (“IRCJ”) to assist in cleaning up the non-performing loans of the Japanese banking sector. The IRCJ is modeled after the Resolution Trust Corporation which was created in the United States to address the savings and loans crisis. Recent economic performance has shown improvements with positive growth in gross domestic product and a reduction in non-performing loans since 2002.
     Junichiro Koizumi, the current Prime Minister, shortly after taking office in April 2001, had announced the outlines of a reform agenda to revitalize the economy. However, in November 2001, April 2002 and again in November 2002, the credit rating of Japanese government debt was

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downgraded as a result of the perceived slow progress in implementing effective structural economic reform especially with regard to reforming Japan’s troubled banking sector and the Japanese government’s inability to slash its national debt.
     Like many European countries, Japan is experiencing a deterioration of its competitiveness. Factors contributing to this include high wages, a generous pension and universal health care system, an aging populace and structural rigidities. Japan is reforming its political process and deregulating its economy to address this situation. Among other things, the Japanese labor market is moving from a system of lifetime company employment in response to the need for increased labor mobility, and corporate governance systems are being introduced to new accounting rules, decision-making mechanisms and managerial incentives.
     While the Japanese governmental system itself seems stable, the dynamics of the country’s politics have been unpredictable in recent years. The economic crisis of 1990-92 brought the downfall of the conservative Liberal Democratic Party, which had ruled since 1955. After a short period, the Liberal Democratic Party came back to power through coalition with other small parties and has been the ruling party. More recently, Prime Minister Koizumi’s Liberal Democratic Party has governed in a formal coalition with the Komeito Party and the Conservative New Party. Elections for the Liberal Democratic Party will be held in September 2006, which may result in a change of leadership. Future political developments may lead to changes in policy that might adversely affect a Fund’s investments.
     Japan’s heavy dependence on international trade has been adversely affected by trade tariffs and other protectionist measures as well as the economic condition of its trading partners. While Japan subsidizes its agricultural industry, only approximately 13% of its land is suitable for cultivation and the country must import 50% of its requirements for grains (other than rice) and fodder crops. In addition, its export industry, its most important economic sector, depends on imported raw materials and fuels, including iron ore, copper, oil and many forest products. Recent increases in the price of oil may adversely affect Japan’s economic performance. Japan’s high volume of exports, such as automobiles, machine tools and semiconductors, have caused trade tensions, particularly with the United States. Some trade agreements, however, have been implemented to reduce these tensions. The relaxing of official and de facto barriers to imports, or hardships created by any pressures brought by trading partners, could adversely affect Japan’s economy. A substantial rise in world oil or commodity prices could also have a negative effect. The Japanese yen has fluctuated widely during recent periods. A weak yen is disadvantageous to U.S. shareholders investing in yen-denominated securities. A strong yen, however, could be an impediment to strong continued exports and economic recovery, because it makes Japanese goods sold in other countries more expensive and reduces the value of foreign earnings repatriated to Japan. Because the Japanese economy is so dependent on exports, any fall-off in exports may be seen as a sign of economic weakness, which may adversely affect the market.
     Reporting, accounting, and auditing practices for the Japanese market are similar to those in the United States, for the most part, with certain exceptions. In particular, the Japanese government does not require companies to provide the same depth and frequency of disclosure required by U.S. law.
     Geologically, Japan is located in a volatile area of the world, and has historically been vulnerable to earthquakes, volcanoes and other natural disasters. As demonstrated by the Kobe

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earthquake in January of 1995, in which 5,000 people were killed and billions of dollars of damage was sustained, these natural disasters can be significant enough to affect the country’s economy.
      Forward Foreign Currency Exchange Contracts . The Growth and Income, Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Equity, Capital Growth, Strategic Growth, Growth Opportunities, Small/Mid-Cap Growth, Mid Cap Value, Small Cap Value, Large Cap Value, Research Select and Concentrated Growth Funds may enter into forward foreign currency exchange contracts for hedging purposes and to seek to protect against anticipated changes in future foreign currency exchange rates. The Balanced, Structured International Equity, International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and Asia Equity Funds may enter into forward foreign currency exchange contracts for hedging purposes, to seek to protect against anticipated changes in future foreign currency exchange rates and to seek to increase total return. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded in the interbank market between currency traders (usually large commercial banks) and their customers. A forward contract generally has no deposit requirement, and no commissions are generally charged at any stage for trades.
     At the maturity of a forward contract a Fund may either accept or make delivery of the currency specified in the contract or, at or prior to maturity, enter into a closing transaction involving the purchase or sale of an offsetting contract. Closing transactions with respect to forward contracts are often, but not always, effected with the currency trader who is a party to the original forward contract.
     A Fund may enter into forward foreign currency exchange contracts in several circumstances. First, when a Fund enters into a contract for the purchase or sale of a security denominated or quoted in a foreign currency, or when a Fund anticipates the receipt in a foreign currency of dividend or interest payments on such a security which it holds, the Fund may desire to “lock in” the U.S. dollar price of the security or the U.S. dollar equivalent of such dividend or interest payment, as the case may be. By entering into a forward contract for the purchase or sale, for a fixed amount of dollars, of the amount of foreign currency involved in the underlying transactions, the Fund will attempt to protect itself against an adverse change in the relationship between the U.S. dollar and the subject foreign currency during the period between the date on which the security is purchased or sold, or on which the dividend or interest payment is declared, and the date on which such payments are made or received.
     Additionally, when the Investment Adviser believes that the currency of a particular foreign country may suffer a substantial decline against the U.S. dollar, it may enter into a forward contract to sell, for a fixed amount of U.S. dollars, the amount of foreign currency approximating the value of some or all of such Fund’s portfolio securities quoted or denominated in such foreign currency. The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date on which the contract is entered into and the date it matures. Using forward contracts to protect the value of a Fund’s portfolio securities against a decline in the value of a currency does not eliminate fluctuations in the underlying prices of the securities. It simply establishes a rate of exchange, which a Fund can achieve at some future point in time. The precise projection of short-term currency market movements is not possible, and short-term hedging provides a means of fixing the U.S. dollar value of only a portion of a Fund’s foreign assets.

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     Each Fund may engage in cross-hedging by using forward contracts in one currency to hedge against fluctuations in the value of securities quoted or denominated in a different currency. In addition, certain Funds may enter into foreign currency transactions to seek a closer correlation between a Fund’s overall currency exposures and the currency exposures of a Fund’s performance benchmark.
     The Balanced, Small/Mid-Cap Growth, Structured International Equity, International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and Asia Equity Funds may also enter into forward contracts to seek to increase total return. Unless otherwise covered in accordance with applicable regulations, cash or liquid assets of a Fund will be segregated in an amount equal to the value of the Fund’s total assets committed to the consummation of forward foreign currency exchange contracts. If the value of the segregated assets declines, additional cash or liquid assets will be segregated so that the value of the assets will equal the amount of a Fund’s commitments with respect to such contracts.
     While a Fund may enter into forward contracts to reduce currency exchange rate risks, transactions in such contracts involve certain other risks. Thus, while the Fund may benefit from such transactions, unanticipated changes in currency prices may result in a poorer overall performance for the Fund than if it had not engaged in any such transactions. Moreover, there may be imperfect correlation between a Fund’s portfolio holdings of securities quoted or denominated in a particular currency and forward contracts entered into by such Fund. Such imperfect correlation may cause a Fund to sustain losses which will prevent the Fund from achieving a complete hedge or expose the Fund to risk of foreign exchange loss.
     Markets for trading foreign forward currency contracts offer less protection against defaults than is available when trading in currency instruments on an exchange. Forward contracts are subject to the risk that the counterparty to such contract will default on its obligations. Since a forward foreign currency exchange contract is not guaranteed by an exchange or clearinghouse, a default on the contract would deprive a Fund of unrealized profits, transaction costs or the benefits of a currency hedge or force the Fund to cover its purchase or sale commitments, if any, at the current market price. In addition, the institutions that deal in forward currency contracts are not required to continue to make markets in the currencies they trade and these markets can experience periods of illiquidity. A Fund will not enter into forward foreign currency exchange contracts, currency swaps or other privately negotiated currency instruments unless the credit quality of the unsecured senior debt or the claims-paying ability of the counterparty is considered to be investment grade by the Investment Adviser. To the extent that a substantial portion of a Fund’s total assets, adjusted to reflect the Fund’s net position after giving effect to currency transactions, is denominated or quoted in the currencies of foreign countries, the Fund will be more susceptible to the risk of adverse economic and political developments within those countries.
      Writing and Purchasing Currency Call and Put Options. A Fund may, to the extent that it invests in foreign securities, write and purchase put and call options on foreign currencies for the purpose of protecting against declines in the U.S. dollar value of foreign portfolio securities and against increases in the U.S. dollar cost of foreign securities to be acquired. As with other kinds of option transactions, however, the writing of an option on foreign currency will constitute only a partial hedge, up to the amount of the premium received. If and when a Fund seeks to close out an option, the Fund could be required to purchase or sell foreign currencies at disadvantageous exchange rates, thereby incurring losses. The purchase of an option on foreign currency may constitute an effective hedge against exchange rate fluctuations; however, in the event of exchange rate movements adverse to a Fund’s position, the Fund may forfeit the entire amount of the premium plus related transaction costs. Options on foreign currencies may be traded on U.S. and foreign exchanges or over-the-counter.

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     Options on currency may also be used for cross-hedging purposes, which involves writing or purchasing options on one currency to seek to hedge against changes in exchange rates for a different currency with a pattern of correlation, or to seek to increase total return when the Investment Adviser anticipates that the currency will appreciate or depreciate in value, but the securities quoted or denominated in that currency do not present attractive investment opportunities and are not included in the Fund’s portfolio.
     A call option written by a Fund obligates a Fund to sell a specified currency to the holder of the option at a specified price if the option is exercised before the expiration date. A put option written by a Fund would obligate a Fund to purchase a specified currency from the option holder at a specified price if the option is exercised before the expiration date. The writing of currency options involves a risk that a Fund will, upon exercise of the option, be required to sell currency subject to a call at a price that is less than the currency’s market value or be required to purchase currency subject to a put at a price that exceeds the currency’s market value. Written put and call options on foreign currencies may be covered in a manner similar to written put and call options on securities and securities indices described under “Writing Covered Options” above.
     A Fund may terminate its obligations under a call or put option by purchasing an option identical to the one it has written. Such purchases are referred to as “closing purchase transactions.” A Fund may enter into closing sale transactions in order to realize gains or minimize losses on options purchased by the Fund.
     A Fund may purchase call options on foreign currency in anticipation of an increase in the U.S. dollar value of currency in which securities to be acquired by a Fund are quoted or denominated. The purchase of a call option would entitle the Fund, in return for the premium paid, to purchase specified currency at a specified price during the option period. A Fund would ordinarily realize a gain if, during the option period, the value of such currency exceeded the sum of the exercise price, the premium paid and transaction costs; otherwise the Fund would realize either no gain or a loss on the purchase of the call option.
     A Fund may purchase put options in anticipation of a decline in the U.S. dollar value of currency in which securities in its portfolio are quoted or denominated (“protective puts”). The purchase of a put option would entitle a Fund, in exchange for the premium paid, to sell specified currency at a specified price during the option period. The purchase of protective puts is usually designed to offset or hedge against a decline in the dollar value of a Fund’s portfolio securities due to currency exchange rate fluctuations. A Fund would ordinarily realize a gain if, during the option period, the value of the underlying currency decreased below the exercise price sufficiently to more than cover the premium and transaction costs; otherwise the Fund would realize either no gain or a loss on the purchase of the put option. Gains and losses on the purchase of protective put options would tend to be offset by countervailing changes in the value of underlying currency or portfolio securities.
     As noted, in addition to using options for the hedging purposes described above, the Funds may use options on currency to seek to increase total return. The Funds may write (sell) covered put and call options on any currency in order to realize greater income than would be realized on portfolio securities transactions alone. However, in writing covered call options for additional income, the Funds may forego the opportunity to profit from an increase in the market value of the underlying currency. Also, when writing put options, the Funds accept, in return for the option premium, the risk that they may be required

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to purchase the underlying currency at a price in excess of the currency’s market value at the time of purchase.
      Special Risks Associated with Options on Currency. An exchange-traded options position may be closed out only on an options exchange that provides a secondary market for an option of the same series. Although a Fund will generally purchase or write only those options for which there appears to be an active secondary market, there is no assurance that a liquid secondary market on an exchange will exist for any particular option, or at any particular time. For some options no secondary market on an exchange may exist. In such event, it might not be possible to effect closing transactions in particular options, with the result that a Fund would have to exercise its options in order to realize any profit and would incur transaction costs upon the sale of underlying securities pursuant to the exercise of put options. If a Fund as a covered call option writer is unable to effect a closing purchase transaction in a secondary market, it will not be able to sell the underlying currency (or security quoted or denominated in that currency) until the option expires or it delivers the underlying currency upon exercise.
     There is no assurance that higher than anticipated trading activity or other unforeseen events might not, at times, render certain of the facilities of the Options Clearing Corporation inadequate, and thereby result in the institution by an exchange of special procedures which may interfere with the timely execution of customers’ orders.
     A Fund may purchase and write over-the-counter options to the extent consistent with its limitation on investments in illiquid securities. Trading in over-the-counter options is subject to the risk that the other party will be unable or unwilling to close out options purchased or written by a Fund.
     The amount of the premiums, which a Fund may pay or receive, may be adversely affected as new or existing institutions, including other investment companies, engage in or increase their option purchasing and writing activities.
Currency Swaps, Mortgage Swaps, Credit Swaps, Total Return Swaps, Options on Swaps, Index Swaps and Interest Rate Swaps, Caps, Floors and Collars
     The Balanced, Small/Mid-Cap Growth, Structured International Equity, International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and Asia Equity Funds may enter into currency swaps for both hedging purposes and to seek to increase total return. In addition, the Balanced Fund may enter into mortgage, credit, total return, index and interest rate swaps and other interest rate swap arrangements such as rate caps, floors and collars, for hedging purposes or to seek to increase total return. The Balanced Fund may also purchase and write (sell) options contracts on swaps, commonly referred to as swaptions. Currency swaps involve the exchange by a Fund with another party of their respective rights to make or receive payments in specified currencies. Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest, such as an exchange of fixed rate payments for floating rate payments. Mortgage swaps are similar to interest rate swaps in that they represent commitments to pay and receive interest. The notional principal amount, however, is tied to a reference pool or pools of mortgages. Index swaps involve the exchange by a Fund with another party of the respective amounts payable with respect to a notional principal amount at interest rates equal to two specified indices. Credit swaps involve the receipt of floating or fixed rate payments in exchange for assuming potential credit losses of an underlying security. Credit swaps give one party to a transaction the right to dispose of or acquire an asset (or group of assets), or the right to receive from or make a payment to the other party, upon the occurrence of specified credit events. Total return swaps are contracts that obligate a party to pay or receive interest in exchange for the

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payment by the other party of the total return generated by a security, a basket of securities, an index or an index component. A swaption is an option to enter into a swap agreement. Like other types of options, the buyer of a swaption pays a non-refundable premium for the option and obtains the right, but not the obligation, to enter into an underlying swap on agreed-upon terms. The seller of a swaption, in exchange for the premium, becomes obligated (if the option is exercised) to enter into an underlying swap on agreed-upon terms. The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to receive payment of interest on a notional principal amount from the party selling such interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling the interest rate floor. An interest rate collar is the combination of a cap and a floor that preserves a certain return within a predetermined range of interest rates.
     A great deal of flexibility is possible in the way swap transactions are structured. However, generally a Fund will enter into interest rate, total return, credit, mortgage and index swaps on a net basis, which means that the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments. Interest rate, total return, credit, index and mortgage swaps do not normally involve the delivery of securities, other underlying assets or principal. Accordingly, the risk of loss with respect to interest rate, total rate of return, credit, index and mortgage swaps is normally limited to the net amount of interest payments that the Fund is contractually obligated to make. If the other party to an interest rate, total rate of return, credit, index or mortgage swap defaults, the Fund’s risk of loss consists of the net amount of interest payments that the Fund is contractually entitled to receive. In contrast, currency swaps usually involve the delivery of a gross payment stream in one designated currency in exchange for the gross payment stream in another designated currency. Therefore, the entire payment stream under a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. To the extent that the Fund’s potential exposure in a transaction involving a swap, a swaption or an interest rate floor, cap or collar is covered by the segregation of cash or liquid assets or otherwise, the Funds and the Investment Advisers believe that swaps do not constitute senior securities under the Act and, accordingly, will not treat them as being subject to a Fund’s borrowing restrictions.
     A Fund will not enter into transactions involving swaps, caps, floors or collars unless the unsecured commercial paper, senior debt or claims paying ability of the other party thereto is considered to be investment grade by the Investment Adviser.
     The use of swaps, swaptions and interest rate caps, floors and collars is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If an Investment Adviser is incorrect in its forecasts of market values, credit quality, interest rates and currency exchange rates, the investment performance of a Fund would be less favorable than it would have been if this investment technique were not used. The Investment Advisers, under the supervision of the Board of Trustees, are responsible for determining and monitoring the liquidity of the Funds’ transactions in swaps, swaptions, caps, floors and collars.
Convertible Securities
     Each Fund may invest in convertible securities. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted into or exchanged for a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest that is

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generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Convertible securities have unique investment characteristics, in that they generally (i) have higher yields than common stocks, but lower yields than comparable non-convertible securities, (ii) are less subject to fluctuation in value than the underlying common stock due to their fixed-income characteristics and (iii) provide the potential for capital appreciation if the market price of the underlying common stock increases.
     The value of a convertible security is a function of its “investment value” (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (the security’s worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value normally declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the convertible security’s investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed-income security.
     A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by a Fund is called for redemption, the Fund will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on a Fund’s ability to achieve its investment objective, which, in turn, could result in losses to the Fund.
     In evaluating a convertible security, the Investment Adviser will give primary emphasis to the attractiveness of the underlying common stock. Convertible debt securities are equity investments for purposes of each Fund’s investment policies.
Preferred Securities
     Each Fund may invest in preferred securities. Unlike debt securities, the obligations of an issuer of preferred stock, including dividend and other payment obligations, may not typically be accelerated by the holders of preferred stock on the occurrence of an event of default (such as a covenant default or filing of a bankruptcy petition) or other non-compliance by the issuer with the terms of the preferred stock. Often, however, on the occurrence of any such event of default or non-compliance by the issuer, preferred stockholders will be entitled to gain representation on the issuer’s board of directors or increase their existing board representation. In addition, preferred stockholders may be granted voting rights with respect to certain issues on the occurrence of any event of default.
Equity Swaps
     Each Fund may enter into equity swap contracts to invest in a market without owning or taking physical custody of securities in various circumstances, including circumstances where direct investment in the securities is restricted for legal reasons or is otherwise impracticable. Equity swaps may also be

B-40


 

used for hedging purposes or to seek to increase total return. The counterparty to an equity swap contract will typically be a bank, investment banking firm or broker/dealer. Equity swap contracts may be structured in different ways. For example, a counterparty may agree to pay the Fund the amount, if any, by which the notional amount of the equity swap contract would have increased in value had it been invested in particular stocks (or an index of stocks), plus the dividends that would have been received on those stocks. In these cases, the Fund may agree to pay to the counterparty a floating rate of interest on the notional amount of the equity swap contract plus the amount, if any, by which that notional amount would have decreased in value had it been invested in such stocks. Therefore, the return to the Fund on the equity swap contract should be the gain or loss on the notional amount plus dividends on the stocks less the interest paid by the Fund on the notional amount. In other cases, the counterparty and the Fund may each agree to pay the other the difference between the relative investment performances that would have been achieved if the notional amount of the equity swap contract had been invested in different stocks (or indices of stocks).
     A Fund will generally enter into equity swaps on a net basis, which means that the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments. Payments may be made at the conclusion of an equity swap contract or periodically during its term. Equity swaps normally do not involve the delivery of securities or other underlying assets. Accordingly, the risk of loss with respect to equity swaps is normally limited to the net amount of payments that a Fund is contractually obligated to make. If the other party to an equity swap defaults, a Fund’s risk of loss consists of the net amount of payments that such Fund is contractually entitled to receive, if any. Inasmuch as these transactions are entered into for hedging purposes or are offset by segregated cash or liquid assets to cover the Funds’ potential exposure, the Funds and their Investment Advisers believe that transactions do not constitute senior securities under the Act and, accordingly, will not treat them as being subject to a Fund’s borrowing restrictions.
     A Fund will not enter into swap transactions unless the unsecured commercial paper, senior debt or claims paying ability of the other party thereto is considered to be investment grade by the Investment Adviser. A Fund’s ability to enter into certain swap transactions may be limited by tax considerations.
Lending of Portfolio Securities
     Each Fund may lend portfolio securities. Under present regulatory policies, such loans may be made to institutions, such as brokers or dealers (including Goldman Sachs), and are required to be secured continuously by collateral in cash, cash equivalents, letters of credit or U.S. Government Securities maintained on a current basis at an amount, marked to market daily, at least equal to the market value of the securities loaned. Cash received as collateral for securities lending transactions may be invested in short-term investments. Investing the collateral subjects it to market depreciation or appreciation, and a Fund is responsible for any loss that may result from its investment of the borrowed collateral. A Fund will have the right to terminate a loan at any time and recall the loaned securities within the normal and customary settlement time for securities transactions. For the duration of the loan, a Fund will continue to receive the equivalent of the interest or dividends paid by the issuer on the securities loaned and will also receive compensation from investment of the collateral. A Fund will not have the right to vote any securities having voting rights during the existence of the loan, but a Fund may call the loan in anticipation of an important vote to be taken by the holders of the securities or the giving or withholding of their consent on a material matter affecting the investment. As with other extensions of credit there are risks of delay in recovering, or even loss of rights in, the collateral and loaned securities should the borrower of the securities fail financially. However, the loans will be made only to firms deemed to be of good standing, and when the consideration which can be earned currently from securities loans of this

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type is deemed to justify the attendant risk. In determining whether to lend securities to a particular borrower, and during the period of the loan, the creditworthiness of the borrower will be considered and monitored. It is intended that the value of securities loaned by a Fund will not exceed one-third of the value of a Fund’s total assets (including the loan collateral). Loan collateral (including any investment of the collateral) is not subject to the percentage limitations stated elsewhere in this Additional Statement or the Prospectuses regarding investing in fixed-income securities and cash equivalents.
     The Funds’ Board of Trustees has approved each Fund’s participation in a securities lending program and adopted policies and procedures relating thereto. Under the securities lending program, the Funds have retained an affiliate of the Investment Adviser to serve as the securities lending agent for the Funds. For these services, the lending agent may receive a fee from the Funds, including a fee based on the returns earned on the Funds’ investment of cash received as collateral for the loaned securities. In addition, the Fund may make brokerage and other payments to Goldman Sachs and its affiliates in connection with the Funds’ portfolio investment transactions. The lending agent may, on behalf of the Funds, invest cash collateral received by the Funds for securities loans in, among other things, other registered or unregistered funds. These funds include private investing funds or money market funds that are managed by the Investment Adviser or its affiliates for the purpose of investing cash collateral generated from securities lending activities, and which pay the Investment Adviser or its affiliates for their services. The Funds’ Board of Trustees will periodically review securities loan transactions for which the Goldman Sachs affiliate has acted as lending agent for compliance with a Fund’s securities lending procedures. Goldman Sachs also has been approved as a borrower under the Funds’ securities lending program, subject to certain conditions.
When-Issued Securities and Forward Commitments
     Each Fund may purchase securities on a when-issued basis or purchase or sell securities on a forward commitment basis beyond the customary settlement time. These transactions involve a commitment by a Fund to purchase or sell securities at a future date. The price of the underlying securities (usually expressed in terms of yield) and the date when the securities will be delivered and paid for (the settlement date) are fixed at the time the transaction is negotiated. When-issued purchases and forward commitment transactions are negotiated directly with the other party, and such commitments are not traded on exchanges. A Fund will generally purchase securities on a when-issued basis or purchase or sell securities on a forward commitment basis only with the intention of completing the transaction and actually purchasing or selling the securities. If deemed advisable as a matter of investment strategy, however, a Fund may dispose of or negotiate a commitment after entering into it. A Fund may realize a capital gain or loss in connection with these transactions. For purposes of determining a Fund’s duration, the maturity of when-issued or forward commitment securities will be calculated from the commitment date. A Fund is generally required to segregate, until three days prior to the settlement date, cash and liquid assets in an amount sufficient to meet the purchase price unless the Fund’s obligations are otherwise covered. Securities purchased or sold on a when-issued or forward commitment basis involve a risk of loss if the value of the security to be purchased declines prior to the settlement date or if the value of the security to be sold increases prior to the settlement date.
Investment in Unseasoned Companies
     Each Fund may invest in companies (including predecessors) which have operated less than three years. The securities of such companies may have limited liquidity, which can result in their being priced higher or lower than might otherwise be the case. In addition, investments in unseasoned companies are

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more speculative and entail greater risk than do investments in companies with an established operating record.
Private Investments in Public Equity
     Certain Funds may purchase equity securities in a private placement that are issued by issuers who have outstanding, publicly-traded equity securities of the same class (“private investments in public equity” or “PIPES”). Shares in PIPES generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPES are restricted as to resale and the Fund cannot freely trade the securities. Generally such restrictions cause the PIPES to be illiquid during this time. PIPES may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
Other Investment Companies
     A Fund reserves the right to invest up to 10% of its total assets, calculated at the time of purchase, in the securities of other investment companies (including exchange-traded funds such as Standard & Poor’s Depositary Receipts in (“SPDRs”) and iShares sm , as defined below) but may neither invest more than 5% of its total assets in any one investment company nor acquire more than 3% of the voting securities of any other investment company. Pursuant to an exemptive order obtained from the SEC, the Funds may invest in money market funds for which an Investment Adviser or any of its affiliates serves as investment adviser, administrator and/or distributor. A Fund will indirectly bear its proportionate share of any management fees and other expenses paid by investment companies in which it invests in addition to the management fees (and other expenses) paid by the Fund. However, to the extent that the Fund invests in a money market fund for which an investment adviser or any of its affiliates acts as investment adviser, the management fees payable by the Fund to an investment adviser will, to the extent required by the SEC, be reduced by an amount equal to the Fund’s proportionate share of the management fees paid by such money market fund to its investment adviser. Although the Funds do not expect to do so in the foreseeable future, each Fund is authorized to invest substantially all of its assets in a single open-end investment company or series thereof that has substantially the same investment objective, policies and fundamental restrictions as the Fund.
     Exchange-traded funds are shares of unaffiliated investment companies issuing shares which are traded like traditional equity securities on a national stock exchange or the National Association of Securities Dealers Automated Quotations System (“NASDAQ”) National Market System. SPDRs are interests in a unit investment trust (“UIT”) that may be obtained from the UIT or purchased in the secondary market (SPDRs are listed on a stock exchange). The UIT was established to accumulate and hold a portfolio of common stocks that is intended to track the price performance and dividend yield of the Standard & Poor’s 500 Composite Stock Price Index (the “S&P 500”). SPDRs may be used for several reasons, including, but not limited to, facilitating the handling of cash flows or trading or reducing transaction costs. The price movement of SPDRs may not perfectly parallel the price activity of the S&P 500. The UIT will issue SPDRs in aggregations known as “Creation Units” in exchange for a “Portfolio Deposit” consisting of (i) a portfolio of securities substantially similar to the component securities (“Index Securities”) of the S&P 500, (ii) a cash payment equal to a pro rata portion of the dividends accrued on the UIT’s portfolio securities since the last dividend payment by the UIT, net of expenses and liabilities, and

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(iii) a cash payment or credit (“Balancing Amount”) designed to equalize the net asset value of the S&P 500 and the net asset value of a Portfolio Deposit.
     SPDRs are not individually redeemable, except upon termination of the UIT. To redeem, an investor must accumulate enough SPDRs to reconstitute a Creation Unit. The liquidity of small holdings of SPDRs, therefore, will depend upon the existence of a secondary market. Upon redemption of a Creation Unit, an investor will receive Index Securities and cash identical to the Portfolio Deposit required of an investor wishing to purchase a Creation Unit that day.
     The price of SPDRs is derived from and based upon the securities held by the UIT. Accordingly, the level of risk involved in the purchase or sale of a SPDR is similar to the risk involved in the purchase or sale of traditional common stock, with the exception that the pricing mechanism for SPDRs is based on a basket of stocks. Disruptions in the markets for the securities underlying SPDRs purchased or sold by the Funds could result in losses on SPDRs.
     Each Fund (other than the Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth and Structured Small Cap Equity Funds) may also purchase shares of investment companies investing primarily in foreign securities, including “country funds.” Country funds have portfolios consisting primarily of securities of issuers located in specified foreign countries or regions. Each Fund may, subject to the limitations stated above, invest in iShares sm and similar securities that invest in securities included in specified indices, including the MSCI indices for various countries and regions. iShares sm are listed on a stock exchange and were initially offered to the public in 1996. The market prices of iShares sm are expected to fluctuate in accordance with both changes in the asset values of their underlying indices and supply and demand of iShares sm on a stock exchange. However, iShares sm have a limited operating history and information is lacking regarding the actual performance and trading liquidity of iShares sm for extended periods or over complete market cycles. In addition, there is no assurance that the requirements of a stock exchange necessary to maintain the listing of iShares sm will continue to be met or will remain unchanged. In the event substantial market or other disruptions affecting iShares sm should occur in the future, the liquidity and value of a Fund’s shares could also be substantially and adversely affected. If such disruptions were to occur, a Fund could be required to reconsider the use of iShares sm as part of its investment strategy.
Repurchase Agreements
     Each Fund may enter into repurchase agreements with banks, brokers and securities dealers which furnish collateral at least equal in value or market price to the amount of their repurchase obligation. The Structured International Equity, International Equity, Japanese Equity, European Equity, International Small Cap, Emerging Markets Equity, Asia Equity and Balanced Funds may also enter into repurchase agreements involving certain foreign government securities. A repurchase agreement is an arrangement under which a Fund purchases securities and the seller agrees to repurchase the securities within a particular time and at a specified price. Custody of the securities is maintained by a Fund’s custodian (or subcustodian). The repurchase price may be higher than the purchase price, the difference being income to a Fund, or the purchase and repurchase prices may be the same, with interest at a stated rate due to a Fund together with the repurchase price on repurchase. In either case, the income to a Fund is unrelated to the interest rate on the security subject to the repurchase agreement.
     For purposes of the Act and generally for tax purposes, a repurchase agreement is deemed to be a loan from a Fund to the seller of the security. For other purposes, it is not always clear whether a court would consider the security purchased by a Fund subject to a repurchase agreement as being owned by a

B-44


 

Fund or as being collateral for a loan by a Fund to the seller. In the event of commencement of bankruptcy or insolvency proceedings with respect to the seller of the security before repurchase of the security under a repurchase agreement, a Fund may encounter delay and incur costs before being able to sell the security. Such a delay may involve loss of interest or a decline in price of the security. If the court characterizes the transaction as a loan and a Fund has not perfected a security interest in the security, a Fund may be required to return the security to the seller’s estate and be treated as an unsecured creditor of the seller. As an unsecured creditor, a Fund would be at risk of losing some or all of the principal and interest involved in the transaction.
     Apart from the risk of bankruptcy or insolvency proceedings, there is also the risk that the seller may fail to repurchase the security. However, if the market value of the security subject to the repurchase agreement becomes less than the repurchase price (including accrued interest), a Fund will direct the seller of the security to deliver additional securities so that the market value of all securities subject to the repurchase agreement equals or exceeds the repurchase price. Certain repurchase agreements which provide for settlement in more than seven days can be liquidated before the nominal fixed term on seven days or less notice. Such repurchase agreements will be regarded as liquid instruments.
     The Funds, together with other registered investment companies having advisory agreements with the Investment Advisers or their affiliates, may transfer uninvested cash balances into a single joint account, the daily aggregate balance of which will be invested in one or more repurchase agreements.
Reverse Repurchase Agreements
     The Balanced Fund may borrow money by entering into transactions called reverse repurchase agreements. Under these arrangements, the Fund will sell portfolio securities to dealers in U.S. Government Securities or members of the Federal Reserve System, with an agreement to repurchase the security on an agreed date, price and interest payment. Reverse repurchase agreements involve the possible risk that the value of portfolio securities the Fund relinquishes may decline below the price the Fund must pay when the transaction closes. Borrowings may magnify the potential for gain or loss on amounts invested resulting in an increase in the speculative character of the Fund’s outstanding shares.
     When the Balanced Fund enters into a reverse repurchase agreement, it places in a separate custodial account either liquid assets or other high-grade debt securities that have a value equal to or greater than the repurchase price. The account is thereafter monitored to make sure that an appropriate value is maintained. Reverse repurchase agreements are considered to be borrowings under the Act.
Short Sales
     The Funds (other than the Structured Equity Funds) may engage in short sales against the box. In a short sale, the seller sells a borrowed security and has a corresponding obligation to the lender to return the identical security. The seller does not immediately deliver the securities sold and is said to have a short position in those securities until delivery occurs. While a short sale is made by selling a security the seller does not own, a short sale is “against the box” to the extent that the seller contemporaneously owns or has the right to obtain, at no added cost, securities identical to those sold short. It may be entered into by a Fund, for example, to lock in a sales price for a security the Fund does not wish to sell immediately. If a Fund sells securities short against the box, it may protect itself from loss if the price of the securities declines in the future, but will lose the opportunity to profit on such securities if the price rises.

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     If a Fund effects a short sale of securities at a time when it has an unrealized gain on the securities, it may be required to recognize that gain as if it had actually sold the securities (as a “constructive sale”) on the date it effects the short sale. However, such constructive sale treatment may not apply if a Fund closes out the short sale with securities other than the appreciated securities held at the time of the short sale and if certain other conditions are satisfied. Uncertainty regarding the tax consequences of effecting short sales may limit the extent to which a Fund may effect short sales.
Mortgage Dollar Rolls
     When the Balanced Fund enters into a mortgage dollar roll, it will segregate cash or liquid assets in an amount equal to the forward purchase price until the settlement date.
Non-Diversified Status
     Since the Concentrated Growth Fund is “non-diversified” under the Act, it is subject only to certain federal tax diversification requirements. Under federal tax laws, the Fund may, with respect to 50% of its total assets, invest up to 25% of its total assets in the securities of any issuer. With respect to the remaining 50% of the Fund’s total assets, (i) the Fund may not invest more than 5% of its total assets in the securities of any one issuer, and (ii) the Fund may not acquire more than 10% of the outstanding voting securities of any one issuer. These tests apply at the end of each quarter of the taxable year and are subject to certain conditions and limitations under the Code. These tests do not apply to United States Government Securities and regulated investment companies.
Portfolio Turnover
     Each Fund may engage in active short-term trading to benefit from price disparities among different issues of securities or among the markets for equity securities, or for other reasons. It is anticipated that the portfolio turnover may vary greatly from year to year as well as within a particular year, and may be affected by changes in the holdings of specific issuers, changes in country and currency weightings, cash requirements for redemption of shares and by requirements which enable the Funds to receive favorable tax treatment. The Funds are not restricted by policy with regard to portfolio turnover and will make changes in their investment portfolio from time to time as business and economic conditions as well as market prices may dictate.
INVESTMENT RESTRICTIONS
     The investment restrictions set forth below have been adopted by the Trust as fundamental policies that cannot be changed with respect to a Fund without the affirmative vote of the holders of a majority (as defined in the Act) of the outstanding voting securities of the affected Fund. The investment objective of each Fund and all other investment policies or practices of each Fund are considered by the Trust not to be fundamental and accordingly may be changed without shareholder approval. For purposes of the Act, a “majority of the outstanding voting securities” means the lesser of the vote of (i) 67% or more of the shares of the Trust or a Fund present at a meeting, if the holders of more than 50% of the outstanding shares of the Trust or a Fund are present or represented by proxy, or (ii) more than 50% of the shares of the Trust or a Fund.
     For purposes of the following limitations, any limitation which involves a maximum percentage shall not be considered violated unless an excess over the percentage occurs immediately after, and is caused by, an acquisition or encumbrance of securities or assets of, or borrowings by, a Fund. With

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respect to the Funds’ fundamental investment restriction no. 3, asset coverage of at least 300% (as defined in the Act), inclusive of any amounts borrowed, must be maintained at all times.
     A Fund may not:
  (1)   Make any investment inconsistent with the Fund’s classification as a diversified company under the 1940 Act. This restriction does not, however, apply to any Fund classified as a non-diversified company under the 1940 Act.
 
  (2)   Invest 25% or more of its total assets in the securities of one or more issuers conducting their principal business activities in the same industry (excluding the U.S. Government or any of its agencies or instrumentalities).
 
  (3)   Borrow money, except (a) each Fund (other than the Concentrated Growth Fund and the Small/Mid-Cap Growth Fund) may borrow from banks (as defined in the Act) or through reverse repurchase agreements in amounts up to 33-1/3% of its total assets (including the amount borrowed), (b) the Concentrated Growth Fund and the Small/Mid-Cap Growth Fund, to the extent permitted by applicable law, may borrow from banks (as defined in the Act), other affiliated investment companies and other persons or through reverse repurchase agreements in amounts up to 33 1/3% of its total assets (including the amount borrowed), (c) each Fund may, to the extent permitted by applicable law, borrow up to an additional 5% of its total assets for temporary purposes, (d) each Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities, (e) each Fund may purchase securities on margin to the extent permitted by applicable law and (f) each Fund may engage in transactions in mortgage dollar rolls which are accounted for as financings.
 
  (4)   Make loans, except through (a) the purchase of debt obligations in accordance with the Fund’s investment objective and policies, (b) repurchase agreements with banks, brokers, dealers and other financial institutions, (c) loans of securities as permitted by applicable law, and (d) (Concentrated Growth Fund and Small/Mid-Cap Growth Fund only) loans to affiliates of the Concentrated Growth Fund and Small/Mid-Cap Growth Fund to the extent permitted by law.
 
  (5)   Underwrite securities issued by others, except to the extent that the sale of portfolio securities by the Fund may be deemed to be an underwriting.
 
  (6)   Purchase, hold or deal in real estate, although a Fund may purchase and sell securities that are secured by real estate or interests therein, securities of real estate investment trusts and mortgage-related securities and may hold and sell real estate acquired by a Fund as a result of the ownership of securities.
 
  (7)   Invest in commodities or commodity contracts, except that the Fund may invest in currency and financial instruments and contracts that are commodities or commodity contracts.
 
  (8)   Issue senior securities to the extent such issuance would violate applicable law.

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     Each Fund may, notwithstanding any other fundamental investment restriction or policy, invest some or all of its assets in a single open-end investment company or series thereof with substantially the same fundamental investment objective, restrictions and policies as the Fund.
     In addition to the fundamental policies mentioned above, the Trustees have adopted the following non-fundamental policies which can be changed or amended by action of the Trustees without approval of shareholders. Again, for purposes of the following limitations, any limitation which involves a maximum percentage shall not be considered violated unless an excess over the percentage occurs immediately after, and is caused by, an acquisition of securities by the Fund.
     A Fund may not:
  (a)   Invest in companies for the purpose of exercising control or management.
 
  (b)   Invest more than 15% of the Fund’s net assets in illiquid investments including illiquid repurchase agreements with a notice or demand period of more than seven days, securities which are not readily marketable and restricted securities not eligible for resale pursuant to Rule 144A under the Securities Act of 1933 (the “1933 Act”).
 
  (c)   Purchase additional securities if the Fund’s borrowings (excluding covered mortgage dollar rolls) exceed 5% of its net assets.
 
  (d)   Make short sales of securities, except short sales against the box.
TRUSTEES AND OFFICERS
     The business and affairs of the Funds are managed under the direction of the Board of Trustees subject to the laws of the State of Delaware and the Trust’s Declaration of Trust. The Trustees are responsible for deciding matters of general policy and reviewing the actions of the Trust’s service providers. The officers of the Trust conduct and supervise each Fund’s daily business operations.
Trustees of the Trust
     Information pertaining to the Trustees of the Trust is set forth below. Trustees who are not deemed to be “interested persons” of the Trust as defined in the Act are referred to as “Independent Trustees.” Trustees who are deemed to be “interested persons” of the Trust are referred to as “Interested Trustees.”

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Independent Trustees
                         
                Number of    
        Term of       Portfolios in    
        Office and       Fund    
    Position(s)   Length of       Complex    
Name,   Held with   Time   Principal Occupation(s)   Overseen by   Other Directorships
Address and Age 1   the Trust 2   Served 3   During Past 5 Years   Trustee 4   Held by Trustee 5
 
                       
Ashok N. Bakhru
Age: 63
  Chairman of the Board of Trustees   Since 1991   President, ABN Associates (July 1994—March 1996 and November 1998—Present); Executive Vice President — Finance and Administration and Chief Financial Officer, Coty Inc. (manufacturer of fragrances and cosmetics) (April 1996—November 1998); Director of Arkwright Mutual Insurance Company (1984—1999); Trustee of International House of Philadelphia (program center and residential community for students and professional trainees from the United States and foreign countries) (1989-2004); Member of Cornell University Council (1992-2004); Trustee of the Walnut Street Theater (1992-2004); Trustee, Scholarship America (1998-Present); Trustee, Institute for Higher Education Policy (2003-Present); Director, Private Equity Investors—III and IV (November 1998-Present), and Equity-Limited Investors II (April 2002-Present); and Chairman, Lenders Service Inc. (provider of mortgage lending services) (2000-2003).
 
Chairman of the Board of Trustees — Goldman Sachs Mutual Fund Complex (registered investment companies).
    65     None
 
                       
John P. Coblentz, Jr.
Age: 64
  Trustee   Since 2003   Partner, Deloitte & Touche LLP (June 1975 — May 2003).
 
Trustee — Goldman Sachs Mutual Fund Complex (registered investment companies).
    65     None
 
                       
Patrick T. Harker
Age: 47
  Trustee   Since 2000   Dean and Reliance Professor of Operations and Information Management, The Wharton School, University of Pennsylvania (February 2000-Present); Interim and Deputy Dean, The Wharton School, University of Pennsylvania (July 1999-Present); and Professor and Chairman of Department of Operations and Information Management, The Wharton School, University of Pennsylvania (July 1997—August 2000).
 
Trustee — Goldman Sachs Mutual Fund Complex (registered investment companies).
    65     None

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Independent Trustees
                         
                Number of    
        Term of       Portfolios in    
        Office and       Fund    
    Position(s)   Length of       Complex    
Name,   Held with   Time   Principal Occupation(s)   Overseen by   Other Directorships
Address and Age 1   the Trust 2   Served 3   During Past 5 Years   Trustee 4   Held by Trustee 5
 
                       
Mary P. McPherson
Age: 70
  Trustee   Since 1997   Vice President, The Andrew W. Mellon Foundation (provider of grants for conservation, environmental and educational purposes) (October 1997-Present); Director, Smith College (1998-Present); Director, Josiah Macy, Jr. Foundation (health educational programs) (1977-Present); Director, Philadelphia Contributionship (insurance) (1985-Present); Director Emeritus, Amherst College (1986—1998); Director, The Spencer Foundation (educational research) (1993-February 2003); member of PNC Advisory Board (banking) (1993-1998); Director, American School of Classical Studies in Athens (1997-Present); and, Trustee, Emeriti Retirement Health Solutions (post-retirement medical insurance program for not-for-profit institutions) (since 2005).
 
Trustee — Goldman Sachs Mutual Fund Complex (registered investment companies).
    65     None
 
                       
Wilma J. Smelcer
Age: 56
  Trustee   Since 2001   Chairman, Bank of America, Illinois (banking) (1998-January 2001); and Governor, Board of Governors, Chicago Stock Exchange (national securities exchange) (April 2001-April 2004).
 
Trustee — Goldman Sachs Mutual Fund Complex (registered investment companies).
    65     Lawson Products Inc. (distributor of industrial products).
 
                       
Richard P. Strubel
Age: 66
  Trustee   Since 1987   Vice Chairman and Director, Unext, Inc. (provider of educational services via the internet) (2003-Present); President, COO and Director, Unext, Inc. (1999-2003); Director, Cantilever Technologies, Inc. (a private software company) (1999-Present); Trustee, The University of Chicago (1987-Present); and Managing Director, Tandem Partners, Inc. (management services firm) (1990—1999)         .
 
Trustee — Goldman Sachs Mutual Fund Complex (registered investment companies).
    65     Gildan Activewear Inc. (an activewear clothing marketing and manufacturing company); Unext, Inc. (provider of educational services via the internet); Northern Mutual Fund Complex (53 Portfolios).

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Interested Trustees
                         
                Number of    
        Term of       Portfolios in    
        Office and       Fund    
    Position(s)   Length of       Complex    
Name,   Held with   Time   Principal Occupation(s)   Overseen by   Other Directorships
Address and Age 1   the Trust 2   Served 3   During Past 5 Years   Trustee 4   Held by Trustee 5
 
                       
*Alan A. Shuch
Age: 56
  Trustee   Since 1990   Advisory Director — GSAM (May 1999-Present); Consultant to GSAM (December 1994 — May 1999); and Limited Partner, Goldman Sachs (December 1994 - May 1999).
 
Trustee — Goldman Sachs Mutual Fund Complex (registered investment companies).
    65     None
 
                       
*Kaysie P. Uniacke
Age: 44
  Trustee

&

President
  Since 2001



Since 2002
  Managing Director, GSAM (1997-Present).
 
Trustee — Goldman Sachs Mutual Fund Complex (registered investment companies).

President — Goldman Sachs Mutual Fund Complex (2002-Present) (registered investment companies).

Assistant Secretary — Goldman Sachs Mutual Fund Complex (1997 — 2002) (registered investment companies).

Trustee — Gettysburg College.
    65     None
 
*   These persons are considered to be “Interested Trustees” because they hold positions with Goldman Sachs and own securities issued by The Goldman Sachs Group, Inc. Each Interested Trustee holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.
 
1   Each Trustee may be contacted by writing to the Trustee, c/o Goldman Sachs, One New York Plaza, 37 th Floor, New York, New York, 10004, Attn: Howard B. Surloff.
 
2   The Trust is a successor to a Massachusetts business trust that was combined with the Trust on April 30, 1997.
 
3   Each Trustee holds office for an indefinite term until the earliest of: (a) the election of his or her successor; (b) the date the Trustee resigns or is removed by the Board of Trustees or shareholders, in accordance with the Trust’s Declaration of Trust; (c) the date the Trustee attains the age of 72 years (in accordance with the current resolutions of the Board of Trustees, which may be changed by the Trustees without shareholder vote); or (d) the termination of the Trust.
 
4   The Goldman Sachs Mutual Fund Complex consists of the Trust and Goldman Sachs Variable Insurance Trust. As of August 31, 2005, the Trust consisted of 59 portfolios, including the Funds described in this Additional Statement, and Goldman Sachs Variable Insurance Trust consisted of 6 portfolios.
 
5   This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e., “public companies”) or other investment companies registered under the Act.

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Officers of the Trust
     Information pertaining to the officers of the Trust is set forth below.
Officers of the Trust
             
    Position(s)        
    Held   Term of Office    
Name, Age   With the   and Length of   Principal Occupation(s)
And Address   Trust   Time Served 1      During Past 5 Years
 
           
Kaysie P. Uniacke
32 Old Slip
New York, NY 10005
Age: 44
  President
   &
Trustee
  Since 2002

Since 2001
  Managing Director, GSAM (1997-Present). Trustee — Goldman Sachs Mutual Fund Complex (registered investment companies).
 
President — Goldman Sachs Mutual Fund Complex (registered investment companies).
 
Assistant Secretary — Goldman Sachs Mutual Fund Complex (1997—2002) (registered investment companies).
 
Trustee — Gettysburg College.
 
           
John M. Perlowski
32 Old Slip
New York, NY 10005
Age: 41
  Treasurer   Since 1997   Managing Director, Goldman Sachs (November 2003 — Present) and Vice President, Goldman Sachs (July 1995-November 2003).
 
Treasurer — Goldman Sachs Mutual Fund Complex (registered investment companies).
 
           
Philip V. Giuca, Jr.
32 Old Slip
New York, NY 10005
Age: 43
  Assistant
Treasurer
  Since 1997   Vice President, Goldman Sachs (May 1992-Present).
 
Assistant Treasurer — Goldman Sachs Mutual Fund Complex (registered investment companies).
 
           
Peter Fortner
32 Old Slip
New York, NY 10005
Age: 47
  Assistant
Treasurer
  Since 2000   Vice President, Goldman Sachs (July 2000-Present); Associate, Prudential Insurance Company of America (November 1985—June 2000); and Assistant Treasurer, certain closed-end funds administered by Prudential (1999 and 2000).
 
Assistant Treasurer — Goldman Sachs Mutual Fund Complex (registered investment companies).
 
           
Kenneth G. Curran
32 Old Slip
New York, NY 10005
Age: 41
  Assistant
Treasurer
  Since 2001   Vice President, Goldman Sachs (November 1998-Present); and Senior Tax Manager, KPMG Peat Marwick (accountants) (August 1995—October 1998).
 
Assistant Treasurer — Goldman Sachs Mutual Fund Complex (registered investment companies).
 
           
Charles Rizzo
32 Old Slip
New York, NY 10005
Age: 48
  Assistant
Treasurer
  Since 2005   Vice President, Goldman Sachs (August 2005—Present); Managing Director and Treasurer of Scudder Funds, Deutsche Asset Management (April 2003—June 2005); Director, Tax and Financial Reporting, Deutsche Asset Management (August 2002—April 2003); Vice President and Treasurer, Deutsche Global Fund Services (August 1999—August 2002).
 
Assistant Treasurer — Goldman Sachs Mutual Fund Complex (registered investment companies).

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Officers of the Trust
             
    Position(s)        
    Held   Term of Office    
Name, Age   With the   and Length of   Principal Occupation(s)
And Address   Trust   Time Served 1      During Past 5 Years
 
           
James A. Fitzpatrick
71 South Wacker Drive
Suite 500
Chicago, IL 60606
Age: 45
  Vice
President
  Since 1997   Managing Director, Goldman Sachs (October 1999— Present); and Vice President of GSAM (April 1997—December 1999).
 
Vice President — Goldman Sachs Mutual Fund Complex (registered investment companies).
 
           
Jesse Cole
71 South Wacker Drive
Suite 500
Chicago, IL 60606
Age: 42
  Vice
President
  Since 1998   Vice President, GSAM (June 1998-Present); and Vice President, AIM Management Group, Inc. (investment adviser) (April 1996—June 1998).
 
Vice President — Goldman Sachs Mutual Fund Complex (registered investment companies).
 
           
Kerry K. Daniels
71 South Wacker Drive
Suite 500
Chicago, IL 60606
Age: 42
  Vice
President
  Since 2000   Manager, Financial Control — Shareholder Services, Goldman Sachs (1986-Present).
 
Vice President — Goldman Sachs Mutual Fund Complex (registered investment companies).
 
           
James McNamara
32 Old Slip
New York, NY 10005
Age: 43
  Vice
President
  Since 2001   Managing Director, Goldman Sachs (December 1998-Present); Director of Institutional Fund Sales, GSAM (April 1998—December 2000); and Senior Vice President and Manager, Dreyfus Institutional Service Corporation (January 1993 — April 1998).
 
Vice President—Goldman Sachs Mutual Fund Complex (registered investment companies).
 
Trustee — Goldman Sachs Mutual Fund Complex (registered investment companies) (December 2002-May 2004).
 
           
Howard B. Surloff
One New York Plaza
37 th Floor
New York, NY 10004
Age: 40
  Secretary   Since 2001   Managing Director, Goldman Sachs (November 2002—Present); Associate General Counsel, Goldman Sachs and General Counsel to the U.S. Funds Group (December 1997—Present).
 
Secretary — Goldman Sachs Mutual Fund Complex (registered investment companies) (2001-Present) and Assistant Secretary prior thereto.
 
           
Dave Fishman
32 Old Slip
New York, NY 10005
Age: 41
  Assistant
Secretary
  Since 2001   Managing Director, Goldman Sachs (December 2001—Present); and Vice President, Goldman Sachs (1997—December 2001).
 
Assistant Secretary — Goldman Sachs Mutual Fund Complex (registered investment companies).
 
           
Danny Burke
32 Old Slip
New York, NY 10005
Age: 43
  Assistant
Secretary
  Since 2001   Vice President, Goldman Sachs (1987—Present).
 
Assistant Secretary — Goldman Sachs Mutual Fund Complex (registered investment companies).

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Officers of the Trust
             
    Position(s)        
    Held   Term of Office    
Name, Age   With the   and Length of   Principal Occupation(s)
And Address   Trust   Time Served 1      During Past 5 Years
 
           
Elizabeth D. Anderson
32 Old Slip
New York, NY 10005
Age: 36
  Assistant
Secretary
  Since 1997   Managing Director, Goldman Sachs (December 2002 — Present); Vice President, Goldman Sachs (1997-December 2002) and Fund Manager, GSAM (April 1996—Present).
 
Assistant Secretary — Goldman Sachs Mutual Fund Complex (registered investment companies).
 
           
Peter V. Bonanno
32 Old Slip
New York, NY 10005
Age: 37
  Assistant
Secretary
  Since 2003   Vice President and Associate General Counsel, Goldman Sachs (2002—Present); Vice President and Assistant General Counsel, Goldman Sachs (1999-2002).
 
Assistant Secretary — Goldman Sachs Mutual Fund Complex (registered investment companies).
 
1   Officers hold office at the pleasure of the Board of Trustees or until their successors are duly elected and qualified. Each officer holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.
Standing Board Committees
     The Board of Trustees has established seven standing committees in connection with their governance of the Funds — Audit, Governance and Nominating, Compliance, Valuation, Dividend, Schedule E, and Contract Review.
     The Audit Committee oversees the audit process and provides assistance to the full Board of Trustees with respect to fund accounting, tax compliance and financial statement matters. In performing its responsibilities, the Audit Committee selects and recommends annually to the entire Board of Trustees a firm of independent certified public auditors to audit the books and records of the Trust for the ensuing year, and reviews with the firm the scope and results of each audit. All of the Independent Trustees serve on the Audit Committee. The Audit Committee held four meetings during the fiscal year ended August 31, 2005.
     The Governance and Nominating Committee has been established to: (i) assist the Board of Trustees in matters involving mutual fund governance and industry practices; (ii) select and nominate candidates for appointment or election to serve as Trustees who are not “interested persons” of the Trust or its investment adviser or distributor (as defined by the Act); and (iii) advise the Board of Trustees on ways to improve its effectiveness. All of the Independent Trustees serve on the Governance and Nominating Committee. The Governance and Nominating Committee held two meetings during the fiscal year ended August 31, 2005. As stated above, each Trustee holds office for an indefinite term until the occurrence of certain events. In filling Board vacancies, the Governance and Nominating Committee will consider nominees recommended by shareholders. Nominee recommendations should be submitted to the Trust at its mailing address stated in the Funds’ Prospectuses and should be directed to the attention of the Goldman Sachs Governance and Nominating Committee.

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     The Compliance Committee has been established for the purpose of overseeing the compliance processes: (i) of the Funds; and (ii) insofar as they relate to services provided to the Funds, of the Funds’ investment advisers, distributor, administrator (if any), and transfer agent, except that compliance processes relating to the accounting and financial reporting processes, and certain related matters, are overseen by the Audit Committee. In addition, the Compliance Committee provides assistance to the full Board of Trustees with respect to compliance matters. The Compliance Committee was formed on May 6, 2004 and met three times during the fiscal year ended August 31, 2005. All of the Independent Trustees serve on the Compliance Committee.
     The Valuation Committee is authorized to act for the Board of Trustees in connection with the valuation of portfolio securities held by the Funds in accordance with the Trust’s Valuation Procedures. Mr. Shuch and Ms. Uniacke serve on the Valuation Committee. The Valuation Committee met nine times during the fiscal year ended August 31, 2005.
     The Dividend Committee is authorized, subject to the ratification of Trustees who are not members of the committee, to declare dividends and capital gain distributions consistent with each Fund’s Prospectus. Currently, the sole member of the Trust’s Dividend Committee is Ms. Uniacke. During the fiscal year ended August 31, 2005, the Dividend Committee held four meetings with respect to the Funds included in this Additional Statement and thirty with respect to all of the Funds of the Trust (including the Funds included in this Additional Statement).
     The Schedule E Committee is authorized to address potential conflicts of interest regulated by the National Association of Securities Dealers, Inc. (“NASD”). Currently, the sole member of the Trust’s Schedule E Committee is Mr. Bakhru. The Schedule E Committee did not meet during the fiscal year ended August 31, 2005.
     The Contract Review Committee has been established for the purpose of overseeing the processes of the Board of Trustees for approving and monitoring the Funds’ investment management, distribution, transfer agency and other agreements with the Fund’s Investment Advisers and their affiliates. The Contract Review Committee is also responsible for overseeing the Board of Trustees processes for approving and reviewing the operation of the Funds’ distribution, service, shareholder administration and other plans, and any agreements related to the plans, whether or not such plans and agreements are adopted pursuant to Rule 12b-1 under the 1940 Act. The Contract Review Committee also provides appropriate assistance to the Board of Trustees in connection with the Board’s approval, oversight and review of the Funds’ other service providers including, without limitation, the Funds’ custodian/accounting agent, sub-transfer agents, professional (legal and accounting) firms and printing firms. The Contract Review Committee was formed on November 4, 2004 and met three times during the fiscal year ended August 31, 2005. All of the Independent Trustees serve on the Contract Review Committee.
Trustee Ownership of Fund Shares
     The following table shows the dollar range of shares beneficially owned by each Trustee in the Funds and other portfolios of Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust.

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        Aggregate Dollar Range of Equity
        Securities in All Portfolios in
    Dollar Range of   Fund Complex Overseen By
Name of Trustee   Equity Securities in the Funds 1   Trustee 2
Ashok N. Bakhru
  Capital Growth: Over $100,000
Structured U.S. Equity: Over $100,000
Mid Cap Value: $50,001 — $100,000
  Over $100,000
 
       
John P. Coblentz, Jr.
  Growth Opportunities: $50,001 — $100,000
Mid Cap Value: Over $100,000
Small Cap Value: $50,001 — $100,000
  Over $100,000
 
       
Patrick T. Harker
  Capital Growth: $50,001 — $100,000
Mid Cap Value: $10,001 — $50,000
Small Cap Value: $10,001 — $50,000
Structured International Equity: $10,001 — $50,000
  Over $100,000
 
       
Mary P. McPherson
  Capital Growth: $50,001 — $100,000
Mid Cap Value: $50,001 — $100,000
Small Cap Value: Over $100,000
Growth and Income: $1 — $10,000
International Equity: $10,001 — $50,000
  Over $100,000
 
       
Alan A. Shuch
  Capital Growth: Over $100,000
Mid Cap Value: Over $100,000
  Over $100,000
 
       
Richard P. Strubel
  Capital Growth: Over $100,000
International Equity: $50,001 — $100,000
  Over $100,000
 
       
Wilma J. Smelcer
  Capital Growth: Over $100,000   Over $100,000
 
       
Kaysie P. Uniacke
  Capital Growth: Over $100,000
Large Cap Value: Over $100,000
Mid Cap Value: Over $100,000
  Over $100,000
 
1   Includes the value of shares beneficially owned by each Trustee in each Fund described in this Additional Statement as of December 31, 2004.
 
2   Includes Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust. As of December 31, 2004, Goldman Sachs Trust consisted of 57 portfolios and Goldman Sachs Variable Insurance Trust consisted of 6 portfolios.
     As of November 30, 2005 the Trustees and officers of the Trust as a group owned less than 1% of the outstanding shares of beneficial interest of each Fund.
Board Compensation
     The Trust pays each Independent Trustee an annual fee for his or her services as a Trustee of the Trust, plus an additional fee for each regular and special telephonic Board meeting and Governance and Nominating Committee, Compliance Committee, Contract Review Committee and Audit Committee meeting attended by such Trustee. The Independent Trustees are also reimbursed for travel expenses incurred in connection with attending such meetings. The Trust may also pay the incidental costs of a Trustee to attend training or other types of conferences relating to the investment company industry.
     The following table sets forth certain information with respect to the compensation of each Trustee of the Trust for the fiscal year ended August 31, 2005:

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Trustee Compensation
 
                                                 
    Fund
Name of Trustee   Balanced   Growth and Income   Structured Large   Structured U.S.   Structured Large   Structured Small
                    Cap Value   Equity   Cap Growth   Cap Equity
 
                                               
 
Ashok N. Bakhru 1
  $ 3,523.86     $ 3,523.86     $ 3,523.86     $ 3,523.86     $ 3,523.86     $ 3,523.86  
 
John P. Coblentz, Jr.
    2,412.75       2,412.75       2,412.75       2,412.75       2,412.75       2,412.75  
 
Patrick T. Harker
    2,412.75       2,412.75       2,412.75       2,412.75       2,412.75       2,412.75  
 
Mary P. McPherson
    2,412.75       2,412.75       2,412.75       2,412.75       2,412.75       2,412.75  
 
Alan A. Shuch
                                   
 
Wilma J. Smelcer
    2,412.75       2,412.75       2,412.75       2,412.75       2,412.75       2,412.75  
 
Richard P. Strubel
    2,412.75       2,412.75       2,412.75       2,412.75       2,412.75       2,412.75  
 
Kaysie P. Uniacke
                                   
 
Trustee Compensation
 
                                                 
    Fund
Name of Trustee   Structured   Capital Growth   Strategic Growth   Growth   Small/Mid-Cap   Mid Cap Value
    International                   Opportunities   Growth    
    Equity                                        
 
                                               
 
Ashok N. Bakhru 1
  $ 3,523.86     $ 3,523.86     $ 3,523.86     $ 3,523.86     $     $ 3,523.86  
 
John P. Coblentz, Jr.
    2,412.75       2,412.75       2,412.75       2,412.75             2,412.75  
 
Patrick T. Harker
    2,412.75       2,412.75       2,412.75       2,412.75             2,412.75  
 
Mary P. McPherson
    2,412.75       2,412.75       2,412.75       2,412.75             2,412.75  
 
Alan A. Shuch
                                   
 
Wilma J. Smelcer
    2,412.75       2,412.75       2,412.75       2,412.75             2,412.75  
 
Richard P. Strubel
    2,412.75       2,412.75       2,412.75       2,412.75             2,412.75  
 
Kaysie P. Uniacke
                                   
 
Trustee Compensation
 
                                                 
    Fund
Name of Trustee   Small Cap   Large Cap   International   European   Japanese   International
    Value   Value   Equity   Equity   Equity   Small Cap
 
                                               
 
Ashok N. Bakhru 1
  $ 3,523.86     $ 3,523.86     $ 3,523.86     $ 3,523.86     $ 3,523.86     $ 3,523.86  
 
John P. Coblentz, Jr.
    2,412.75       2,412.75       2,412.75       2,412.75       2,412.75       2,412.75  
 
Patrick T. Harker
    2,412.75       2,412.75       2,412.75       2,412.75       2,412.75       2,412.75  
 
Mary P. McPherson
    2,412.75       2,412.75       2,412.75       2,412.75       2,412.75       2,412.75  
 
Alan A. Shuch
                                   
 
Wilma J. Smelcer
    2,412.75       2,412.75       2,412.75       2,412.75       2,412.75       2,412.75  
 
Richard P. Strubel
    2,412.75       2,412.75       2,412.75       2,412.75       2,412.75       2,412.75  
 
Kaysie P. Uniacke
                                   
 

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Trustee Compensation
 
                                 
    Fund
Name of Trustee   Emerging Markets   Asia Equity   Research Select   Concentrated
    Equity                   Growth
 
                               
 
Ashok N. Bakhru 1
  $ 3,523.86     $ 3,523.86     $ 3,523.77     $ 3,523.77  
 
John P. Coblentz, Jr.
    2,412.75       2,412.75       2,412.69       2,412.69  
 
Patrick T. Harker
    2,412.75       2,412.75       2,412.69       2,412.69  
 
Mary P. McPherson
    2,412.75       2,412.75       2,412.69       2,412.69  
 
Alan A. Shuch
                       
 
Wilma J. Smelcer
    2,412.75       2,412.75       2,412.69       2,412.69  
 
Richard P. Strubel
    2,412.75       2,412.75       2,412.69       2,412.69  
 
Kaysie P. Uniacke
                       
 
Trustee Compensation
 
                         
            Pension or    
            Retirement    
    Aggregate   Benefits Accrued as   Total Compensation
    Compensation   Part of the Trust's   From Fund Complex
Name of Trustee   from the Funds   Expenses   (including the Funds) 2
 
                       
 
Ashok N. Bakhru 1
  $ 74,000.88           $ 222,000.00  
 
John P. Coblentz, Jr.
    50,667.63             152,000.00  
 
Patrick T. Harker
    50,667.63             152,000.00  
 
Mary P. McPherson
    50,667.63             152,000.00  
 
Alan A. Shuch
                 
 
Wilma J. Smelcer
    50,667.63             152,000.00  
 
Richard P. Strubel
    50,667.63             152,000.00  
 
Kaysie P. Uniacke
                 
 
 
1   Includes compensation as Board Chairman.
 
2   The Fund Complex consists of Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust. Goldman Sachs Trust consisted of 59 portfolios and Goldman Sachs Variable Insurance Trust consisted of 6 portfolios as of August 31, 2005.
Miscellaneous
     Class A Shares of the Funds may be sold at net asset value without payment of any sales charge to Goldman Sachs, its affiliates and their respective officers, partners, directors or employees (including retired employees and former partners), any partnership of which Goldman Sachs is a general partner, any Trustee or officer of the Trust and designated family members of any of the above individuals. These and the Funds’ other sales load waivers are due to the nature of the investors and/or the reduced sales effort and expense that are needed to obtain such investments.
     The Trust, its Investment Advisers and principal underwriter have adopted codes of ethics under Rule 17j-1 of the Act that permit personnel subject to their particular codes of ethics to invest in securities, including securities that may be purchased or held by the Funds.

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MANAGEMENT SERVICES
     As stated in the Funds’ Prospectuses, GSAM (formerly, Goldman Sachs Funds Management, L.P.), 32 Old Slip, New York, New York, 10005 serves as Investment Adviser to the Balanced, Growth and Income, Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Equity, Structured International Equity, Capital Growth, Strategic Growth, Growth Opportunities, Small/Mid-Cap Growth, Mid Cap Value, Small Cap Value, Large Cap Value, Research Select and Concentrated Growth Funds. GSAM is a subsidiary of The Goldman Sachs Group, Inc. and an affiliate of Goldman Sachs. Prior to the end of April 2003, Goldman Sachs Asset Management, a business unit of the Investment Management Division of Goldman Sachs served as the investment adviser to the Balanced, Growth and Income, Structured Large Cap Value, Structured Large Cap Growth, Structured Small Cap Equity, Structured International Equity, Strategic Growth, Growth Opportunities, Mid Cap Value, Small Cap Value, Large Cap Value, Research Select and Concentrated Growth Funds. In April 2003, GSAM assumed investment advisory responsibilities for those Funds. GSAMI, Christchurch Court, 10-15 Newgate Street, London, England EC1A7HD, serves as Investment Adviser to the International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and Asia Equity Funds. GSAMI is also an affiliate of Goldman Sachs. See “Service Providers” in the Funds’ Prospectuses for a description of the applicable Investment Adviser’s duties to the Funds.
     Founded in 1869, Goldman Sachs is among the oldest and largest investment banking firms in the United States. Goldman Sachs is a leader in developing portfolio strategies and in many fields of investing and financing, participating in financial markets worldwide and serving individuals, institutions, corporations and governments. Goldman Sachs is also among the principal market sources for current and thorough information on companies, industrial sectors, markets, economies and currencies, and trades and makes markets in a wide range of equity and debt securities 24-hours a day. The firm is headquartered in New York with 44 offices in 26 countries. It has trading professionals throughout the United States, as well as in London, Tokyo, Hong Kong and Singapore. The active participation of Goldman Sachs in the world’s financial markets enhances its ability to identify attractive investments. Goldman Sachs has agreed to permit the Funds to use the name “Goldman Sachs” or a derivative thereof as part of each Fund’s name for as long as a Fund’s Management Agreement is in effect.
     The Investment Advisers are able to draw on the substantial research and market expertise of Goldman Sachs, whose investment research effort is one of the largest in the industry. The Goldman Sachs Global Investment Research Department covers approximately 2,400 companies, over 50 economies and over 25 markets. The in-depth information and analyses generated by Goldman Sachs’ research analysts are available to the Investment Advisers.
     In addition, many of Goldman Sachs’ economists, securities analysts, portfolio strategists and credit analysts have consistently been highly ranked in respected industry surveys conducted in the United States and abroad. Goldman Sachs is also among the leading investment firms using quantitative analytics to structure and evaluate portfolios.
     In managing the Funds, the Investment Advisers have access to Goldman Sachs’ economics research. The Economics Research Department based in London, conducts economic, financial and currency markets research which analyzes economic trends and interest and exchange rate movements worldwide. The Economics Research Department tracks factors such as inflation and money supply figures, balance of trade figures, economic growth, commodity prices, monetary and fiscal policies,

B-59


 

and political events that can influence interest rates and currency trends. The success of Goldman Sachs’ international research team has brought wide recognition to its members. The team has earned top rankings in various external surveys such as Pensions and Investments, Forbes and Dalbar. These rankings acknowledge the achievements of the firm’s economists, strategists and equity analysts.
     The Management Agreements provide that GSAM and GSAMI, in their capacity as Investment Advisers, may render similar services to others as long as the services under the Management Agreements are not impaired thereby. A discussion regarding the Trustees’ basis for approving the Management Agreements in 2005 is available in the Trust’s annual reports dated August 31, 2005.
     These arrangements were most recently approved by the shareholders of each Fund (other than Concentrated Growth, Research Select, Large Cap Value, Strategic Growth, Growth Opportunities, Small/Mid-Cap Growth, Structured Large Cap Value, Structured Large Cap Growth, Structured Small Cap Equity, Structured International Equity, Emerging Markets Equity, Japanese Equity, International Small Cap and European Equity Funds) on April 21, 1997. The sole shareholder of the Small/Mid-Cap Growth, Concentrated Growth, Research Select, Large Cap Value, Strategic Growth, Growth Opportunities, Structured Large Cap Value, Structured Large Cap Growth, Structured Small Cap Equity, Structured International Equity, Emerging Markets Equity, Japanese Equity, International Small Cap and European Equity Funds approved these arrangements on June 30, 2005, August 23, 2002, June 14, 2000, October 26, 1999, April 28, 1999, April 28, 1999, November 3, 1998, April 30, 1997, July 21, 1997, July 21, 1997, January 28, 1997, April 23, 1998, April 23, 1998 and July 22, 1998, respectively.
     Each Management Agreement will remain in effect until June 30, 2006 and will continue in effect with respect to the applicable Fund from year to year thereafter provided such continuance is specifically approved at least annually by (i) the vote of a majority of such Fund’s outstanding voting securities or a majority of the Trustees of the Trust, and (ii) the vote of a majority of the non-interested Trustees of the Trust, cast in person at a meeting called for the purpose of voting on such approval.
     Each Management Agreement will terminate automatically if assigned (as defined in the Act). Each Management Agreement is also terminable at any time without penalty by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the applicable Fund on 60 days’ written notice to the applicable Investment Adviser and by the Investment Adviser on 60 days’ written notice to the Trust.
     Pursuant to the Management Agreements the Investment Advisers are entitled to receive the fees set forth below, payable monthly based on such Fund’s average daily net assets.

B-60


 

             
        Actual Rate for the
        Fiscal Year Ended
Fund   Contractual Rate   August 31, 2005
 
           
GSAM
           
Balanced Fund
  0.65% on the first $1 billion
0.59% over $1 billion up to $2 billion
0.56% over $2 billion
    0.65 %
 
           
Growth and Income Fund
  0.70% on the first $1 billion
0.63% over $1 billion up to $2 billion
0.60% over $2 billion
    0.70 %
 
           
Structured Large Cap Value Fund
  0.60% on the first $1 billion
0.54% over $1 billion up to $2 billion
0.51% over $2 billion
    0.60 %
 
           
Structured U.S. Equity Fund
  0.65% on the first $1 billion
0.59% over $1 billion up to $2 billion
0.56% over $2 billion
    0.68 %
 
           
Structured Large Cap Growth Fund
  0.65% on the first $1 billion
0.59% over $1 billion up to $2 billion
0.56% over $2 billion
    0.68 %
 
           
Structured Small Cap Equity Fund
  0.85% on the first $2 billion
0.77% over $2 billion
    0.85 %
 
           
Structured International Equity Fund
  0.85% on the first $1 billion
0.77% over $1 billion up to $2 billion
0.73% over $2 billion
    0.85 %
 
           
Strategic Growth Fund
  1.00% on the first $1 billion
0.90% over $1 billion up to $2 billion
0.86% over $2 billion
    1.00 %
 
           
Growth Opportunities Fund
  1.00% on the first $2 billion
0.90% over $2 billion
    1.00 %
 
           
Small/Mid-Cap Growth Fund
  1.00% on the first $2 billion
0.90% over $2 billion
    1.00 %
 
           
Mid Cap Value Fund
  0.75% on the first $2 billion
0.68% over $2 billion
    0.75 %
 
           
Small Cap Value Fund
  1.00% on the first $2 billion
0.90% over $2 billion
    1.00 %
 
           
Large Cap Value Fund
  0.75% on the first $1 billion
0.68% over $1 billion up to $2 billion
0.65% over $2 billion
    0.75 %
 
           
Research Select Fund
  1.00% on the first $1 billion
0.90% over $1 billion up to $2 billion
0.86% over $2 billion
    1.00 %
 
           
Concentrated Growth Fund
  1.00% on the first $1 billion
0.90% over $1 billion up to $2 billion
0.86% over $2 billion
    1.00 %
 
           
Capital Growth Fund
  1.00% on the first $1 billion
0.90% over $1 billion up to $2 billion
0.80% over $2 billion
    0.95 %

B-61


 

             
        Actual Rate for the
        Fiscal Year Ended
Fund   Contractual Rate   August 31, 2005
 
           
GSAMI
           
International Equity Fund
  1.00% on the first $1 billion
0.90% over $1 billion up to $2 billion
0.86% over $2 billion
    1.00 %
 
           
European Equity Fund
  1.00% on the first $1 billion
0.90% over $1 billion up to $2 billion
0.86% over $2 billion
    1.00 %
 
           
Japanese Equity Fund
  1.00% on the first $1 billion
0.90% over $1 billion up to $2 billion
0.86% over $2 billion
    1.00 %
 
           
International Small Cap Fund
  1.10% on the first $2 billion
0.99% over $2 billion
    1.10 %
 
           
Emerging Markets Equity Fund
  1.20% on the first $2 billion
1.08% over $2 billion
    1.20 %
 
           
Asia Equity Fund
  1.00% on the first $1 billion
0.90% over $1 billion up to $2 billion
0.86% over $2 billion
    1.00 %
     Additionally, as of the date of this Additional Statement, the Investment Adviser was voluntarily waiving a portion of its management fee equal to 0.09%, 0.14%, 0.14%, 0.04%, 0.04% and 0.05% based on the average daily net assets of the Structured Large Cap Value Fund, Structured U.S. Equity Fund, Structured Large Cap Growth Fund, Structured Small Cap Growth Fund, Structured International Equity Fund and Research Select Fund, respectively.
     Prior to the date of this Additional Statement, the contractual management fees for the Funds, except the Small/Mid-Cap Growth Fund and Capital Growth Fund, were as follows:
     
Fund   Management Fee
GSAM
   
Balanced Fund
  0.65%
 
   
Growth and Income Fund
  0.70%
 
   
Structured Large Cap Value Fund
  0.60%
 
   
Structured U.S. Equity Fund
  0.65%
 
   
Structured Large Cap Growth Fund
  0.65%
 
   
Structured Small Cap Equity Fund
  0.85%
 
   
Structured International Equity Fund
  0.85%
 
   
Strategic Growth Fund
  1.00%
 
   
Growth Opportunities Fund
  1.00%
 
   
Mid Cap Value Fund
  0.75%
 
   
Small Cap Value Fund
  1.00%

B-62


 

     
Fund   Management Fee
 
   
Large Cap Value Fund
  0.75%
 
   
Research Select Fund
  1.00%
 
   
Concentrated Growth Fund
  1.00%
 
   
 
   
GSAMI
   
International Equity Fund
  1.00%
 
   
European Equity Fund
  1.00%
 
   
Japanese Equity Fund
  1.00%
 
   
International Small Cap Fund
  1.10%
 
   
Emerging Markets Equity Fund
  1.20%
 
   
Asia Equity Fund
  1.00%

B-63


 

     For the fiscal years ended August 31, 2005, August 31, 2004 and August 31, 2003 the amounts of the fees incurred by each Fund then in existence under the Management Agreements were as follows (with and without the fee limitations that were then in effect):
                                                 
    Fiscal year ended   Fiscal year ended   Fiscal year ended
    August 31,   August 31,   August 31,
    2005   2004   2003
    With Fee   Without Fee   With Fee   Without Fee   With Fee   Without Fee
    Limitations   Limitations   Limitations   Limitations   Limitations   Limitations
Balanced Fund
  $ 1,479,382     $ 1,479,382     $ 1,273,313     $ 1,273,313     $ 921,737     $ 921,737  
Growth and Income Fund
    6,436,508       6,436,508       4,518,567       4,518,567       2,865,328       2,865,328  
Structured Large Cap Value Fund
    2,540,099       2,540,099       1,879,530       1,879,530       1,202,179       1,202,179  
Structured U.S. Equity Fund
    5,299,857       5,545,073       4,834,401       5,275,594       4,328,669       4,637,859  
Structured Large Cap Growth Fund
    2,462,152       2,569,318       2,576,107       2,808,330       2,535,593       2,716,707  
Structured Small Cap Equity Fund
    3,903,906       3,913,268       2,558,067       2,558,067       1,807,072       1,807,072  
Structured International Equity Fund
    6,214,072       6,278,704       2,944,173       2,944,173       1,899,042       1,899,042  
Capital Growth Fund
    18,298,648       18,620,852       19,584,749       20,615,525       19,004,786       20,005,039  
Strategic Growth Fund
    3,517,819       3,517,819       3,135,807       3,135,807       2,162,009       2,162,009  
Growth Opportunities Fund
    15,208,391       15,208,391       9,551,981       9,551,981       6,302,365       6,302,365  
Small/Mid-Cap Growth Fund 1
    9,540       9,540                          
Mid Cap Value Fund
    22,533,520       22,825,207       10,033,176       10,033,176       6,185,373       6,185,373  
Small Cap Value Fund
    18,413,239       18,413,239       12,772,759       12,772,759       6,562,287       6,562,287  
Large Cap Value Fund
    5,303,521       5,303,521       3,061,786       3,061,786       2,348,231       2,348,231  
International Equity Fund
    4,185,303       4,185,303       4,847,216       4,847,216       6,585,560       6,585,560  
European Equity Fund
    304,334       304,334       313,839       313,839       350,669       350,669  
Japanese Equity Fund
    496,090       496,090       510,380       510,380       242,407       242,407  
International Small Cap Fund
    1,163,201       1,188,961       861,735       940,075       800,713       873,506  
Emerging Markets Equity Fund
    1,362,747       1,362,747       1,052,689       1,052,689       1,077,206       1,077,206  
Asia Equity Fund
    819,057       819,057       601,008       601,008       343,992       343,992  
Research Select Fund
    2,194,529       2,194,529       2,819,156       2,819,156       3,126,562       3,126,562  
Concentrated Growth Fund 2
    1,259,093       1,259,093       976,341       976,341       353,852       353,852  
 
1   The Small/Mid-Cap Growth Fund commenced operations on June 30, 2005.
 
2   The Concentrated Growth Fund commenced operations on September 3, 2002.

B-64


 

     In addition to providing advisory services, under its Management Agreement, each Investment Adviser also: (i) supervises all non-advisory operations of each Fund that it advises; (ii) provides personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of each Fund; (iii) arranges for at each Fund’s expense: (a) the preparation of all required tax returns, (b) the preparation and submission of reports to existing shareholders, (c) the periodic updating of prospectuses and statements of additional information and (d) the preparation of reports to be filed with the SEC and other regulatory authorities; (iv) maintains each Fund’s records; and (v) provides office space and all necessary office equipment and services.

B-65


 

Portfolio Managers — Other Accounts Managed by the Portfolio Managers
The following tables disclose other accounts within each type of category listed below for which the portfolio managers are jointly and primarily responsible for day to day portfolio management.
                                                 
    Number of Other Accounts Managed and Total Assets by Account Type*   Number of Accounts and Total Assets for Which Advisory Fee is Performance Based*
    Registered                   Registered            
Name of   Investment   Other Pooled   Other   Investment   Other Pooled   Other
Portfolio Manager   Companies   Investment Vehicles   Accounts   Companies   Investment Vehicles   Accounts
    Number       Number       Number       Number       Number       Number    
    of   Assets   of   Assets   of   Assets   of   Assets   of   Assets   of   Assets
    Accounts   Managed   Accounts   Managed   Accounts   Managed   Accounts   Managed   Accounts   Managed   Accounts   Managed
Balanced Fund
                                               
Eileen Rominger
  26   $12,642 mm   None   None   305   $6,050 mm   None   None   2   $104 mm   1   $119 mm
Steven M. Barry
  28   $9,115 mm   1   $98 mm   525   $19,700 mm   None   None   None   None   15   $2,652 mm
Gregory H. Ekizian
  28   $9,115 mm   1   $98 mm   525   $19,700 mm   None   None   None   None   15   $2,652 mm
David G. Shell
  28   $9,115 mm   1   $98 mm   525   $19,700 mm   None   None   None   None   15   $2,652 mm
Jonathan A. Bienner
  26   $17,970 mm   47   $24,243 mm   1248   $100,166 mm   None   None   12   $6,199 mm   24   $11,315 mm
James B. Clark
  7   $3,785 mm   12   $9,371 mm   192   $43,788 mm   None   None   4   $4,531 mm   6   $2,429 mm
Growth and Income Fund
                                               
Dolores Bamford
  26   $12,642 mm   None   None   305   $6,050 mm   None   None   2   $104 mm   1   $119 mm
Andrew Braun
  20   $9,674 mm   None   None   278   $5,347 mm   None   None   2   $104 mm   1   $119 mm
Scott Carroll
  26   $12,642 mm   None   None   305   $6,050 mm   None   None   2   $104 mm   1   $119 mm
Sally Pope Davis
  20   $9,674 mm   None   None   278   $5,347 mm   None   None   2   $104 mm   1   $119 mm
Sean Gallagher
  20   $9,674 mm   None   None   278   $5,347 mm   None   None   2   $104 mm   1   $119 mm
Lisa Parisi
  26   $12,642 mm   None   None   305   $6,050 mm   None   None   2   $104 mm   1   $119 mm
Eileen Rominger
  26   $12,642 mm   None   None   305   $6,050 mm   None   None   2   $104 mm   1   $119 mm

B-66


 

                                                 
    Number of Other Accounts Managed and Total Assets by Account Type*   Number of Accounts and Total Assets for Which Advisory Fee is Performance Based*
    Registered                   Registered            
Name of   Investment   Other Pooled   Other   Investment   Other Pooled   Other
Portfolio Manager   Companies   Investment Vehicles   Accounts   Companies   Investment Vehicles   Accounts
    Number       Number       Number       Number       Number       Number    
    of   Assets   of   Assets   of   Assets   of   Assets   of   Assets   of   Assets
    Accounts   Managed   Accounts   Managed   Accounts   Managed   Accounts   Managed   Accounts   Managed   Accounts   Managed
Structured Large Cap Value Fund
                                               
Melissa Brown
  44   $11,691 mm   10   $7,149 mm   201   $15,674 mm   None   None   1   $105 mm   20   $5,514 mm
Robert C. Jones
  52   $13,399 mm   18   $10,450 mm   559   $61,701 mm   None   None   1   $105 mm   39   $8,361 mm
Structured U.S. Equity Fund
                                               
Melissa Brown
  44   $11,691 mm   10   $7,149 mm   201   $15,674 mm   None   None   1   $105 mm   20   $5,514 mm
Robert C. Jones
  52   $13,399 mm   18   $10,450 mm   559   $61,701 mm   None   None   1   $105 mm   39   $8,361 mm
Structured Large Cap Growth Fund
                                               
Melissa Brown
  44   $11,691 mm   10   $7,149 mm   201   $15,674 mm   None   None   1   $105 mm   20   $5,514 mm
Robert C. Jones
  52   $13,399 mm   18   $10,450 mm   559   $61,701 mm   None   None   1   $105 mm   39   $8,361 mm
Structured Small Cap Equity Fund
                                               
Melissa Brown
  44   $11,691 mm   10   $7,149 mm   201   $15,674 mm   None   None   1   $105 mm   20   $5,514 mm
Robert C. Jones
  52   $13,399 mm   18   $10,450 mm   559   $61,701 mm   None   None   1   $105 mm   39   $8,361 mm
Structured International Equity Fund
                                               
Len Ioffe
  7   $1,700 mm   8   $2,151 mm   95   $27,998 mm   None   None   None   None   19   $4,527 mm
Robert C. Jones
  52   $13,399 mm   18   $10,450 mm   559   $61,701 mm   None   None   1   $105 mm   39   $8,361 mm

B-67


 

                                                 
    Number of Other Accounts Managed and Total Assets by Account Type*   Number of Accounts and Total Assets for Which Advisory Fee is Performance Based*
    Registered                   Registered            
Name of   Investment   Other Pooled   Other   Investment   Other Pooled   Other
Portfolio Manager   Companies   Investment Vehicles   Accounts   Companies   Investment Vehicles   Accounts
    Number       Number       Number       Number       Number       Number    
    of   Assets   of   Assets   of   Assets   of   Assets   of   Assets   of   Assets
    Accounts   Managed   Accounts   Managed   Accounts   Managed   Accounts   Managed   Accounts   Managed   Accounts   Managed
Capital Growth Fund
                                               
Steven M. Barry
  28   $9,115 mm   1   $98 mm   525   $19,700 mm   None   None   None   None   15   $2,652 mm
Gregory H. Ekizian
  28   $9,115 mm   1   $98 mm   525   $19,700 mm   None   None   None   None   15   $2,652 mm
David G. Shell
  28   $9,115 mm   1   $98 mm   525   $19,700 mm   None   None   None   None   15   $2,652 mm
Strategic Growth Fund
                                               
Steven M. Barry
  28   $9,115 mm   1   $98 mm   525   $19,700 mm   None   None   None   None   15   $2,652 mm
Gregory H. Ekizian
  28   $9,115 mm   1   $98 mm   525   $19,700 mm   None   None   None   None   15   $2,652 mm
David G. Shell
  28   $9,115 mm   1   $98 mm   525   $19,700 mm   None   None   None   None   15   $2,652 mm
Growth Opportunities Fund
                                               
Steven M. Barry
  28   $9,115 mm   1   $98 mm   525   $19,700 mm   None   None   None   None   15   $2,652 mm
Gregory H. Ekizian
  28   $9,115 mm   1   $98 mm   525   $19,700 mm   None   None   None   None   15   $2,652 mm
David G. Shell
  28   $9,115 mm   1   $98 mm   525   $19,700 mm   None   None   None   None   15   $2,652 mm
Small/Mid-Cap Growth
                                               
Steven M. Barry
  28   $9,115 mm   1   $98 mm   525   $19,700 mm   None   None   None   None   15   $2,652 mm
Gregory H. Ekizian
  28   $9,115 mm   1   $98 mm   525   $19,700 mm   None   None   None   None   15   $2,652 mm
David G. Shell
  28   $9,115 mm   1   $98 mm   525   $19,700 mm   None   None   None   None   15   $2,652 mm

B-68


 

                                                 
    Number of Other Accounts Managed and Total Assets by Account Type*   Number of Accounts and Total Assets for Which Advisory Fee is Performance Based*
    Registered                   Registered            
Name of   Investment   Other Pooled   Other   Investment   Other Pooled   Other
Portfolio Manager   Companies   Investment Vehicles   Accounts   Companies   Investment Vehicles   Accounts
    Number       Number       Number       Number       Number       Number    
    of   Assets   of   Assets   of   Assets   of   Assets   of   Assets   of   Assets
    Accounts   Managed   Accounts   Managed   Accounts   Managed   Accounts   Managed   Accounts   Managed   Accounts   Managed
Mid Cap Value Fund
                                               
Dolores Bamford
  26   $12,642 mm   None   None   305   $6,050 mm   None   None   2   $104 mm   1   $119 mm
David L. Berdon
  26   $12,642 mm   None   None   305   $6,050 mm   None   None   2   $104 mm   1   $119 mm
Andrew Braun
  20   $9,674 mm   None   None   278   $5,347 mm   None   None   2   $104 mm   1   $119 mm
Scott Carroll
  26   $12,642 mm   None   None   305   $6,050 mm   None   None   2   $104 mm   1   $119 mm
Sally Pope Davis
  20   $9,674 mm   None   None   278   $5,347 mm   None   None   2   $104 mm   1   $119 mm
Sean Gallagher
  20   $9,674 mm   None   None   278   $5,347 mm   None   None   2   $104 mm   1   $119 mm
Lisa Parisi
  26   $12,642 mm   None   None   305   $6,050 mm   None   None   2   $104 mm   1   $119 mm
Edward Perkin
  26   $12,642 mm   None   None   305   $6,050 mm   None   None   2   $104 mm   1   $119 mm
Eileen Rominger
  26   $12,642 mm   None   None   305   $6,050 mm   None   None   2   $104 mm   1   $119 mm
Small Cap Value Fund
                                               
Dolores Bamford
  26   $12,642 mm   None   None   305   $6,050 mm   None   None   2   $104 mm   1   $119 mm
David L. Berdon
  26   $12,642 mm   None   None   305   $6,050 mm   None   None   2   $104 mm   1   $119 mm
Scott Carroll
  26   $12,642 mm   None   None   305   $6,050 mm   None   None   2   $104 mm   1   $119 mm
J. Kelly Flynn
  6   $2,967 mm   None   None   27   $703 mm   None   None   2   $104 mm   None   None
James Otness
  6   $2,967 mm   None   None   27   $703 mm   None   None   2   $104 mm   None   None
Lisa Parisi
  26   $12,642 mm   None   None   305   $6,050 mm   None   None   2   $104 mm   1   $119 mm
Edward Perkin
  26   $12,642 mm   None   None   305   $6,050 mm   None   None   2   $104 mm   1   $119 mm
Large Cap Value Fund
                                               
Dolores Bamford
  26   $12,642 mm   None   None   305   $6,050 mm   None   None   2   $104 mm   1   $119 mm
David L. Berdon
  26   $12,642 mm   None   None   305   $6,050 mm   None   None   2   $104 mm   1   $119 mm
Andrew Braun
  20   $9,674 mm   None   None   278   $5,347 mm   None   None   2   $104 mm   1   $119 mm
Scott Carroll
  26   $12,642 mm   None   None   305   $6,050 mm   None   None   2   $104 mm   1   $119 mm
Sally Pope Davis
  20   $9,674 mm   None   None   278   $5,347 mm   None   None   2   $104 mm   1   $119 mm

B-69


 

                                                 
    Number of Other Accounts Managed and Total Assets by Account Type*   Number of Accounts and Total Assets for Which Advisory Fee is Performance Based*
    Registered                   Registered            
Name of   Investment   Other Pooled   Other   Investment   Other Pooled   Other
Portfolio Manager   Companies   Investment Vehicles   Accounts   Companies   Investment Vehicles   Accounts
    Number       Number       Number       Number       Number       Number    
    of   Assets   of   Assets   of   Assets   of   Assets   of   Assets   of   Assets
    Accounts   Managed   Accounts   Managed   Accounts   Managed   Accounts   Managed   Accounts   Managed   Accounts   Managed
Sean Gallagher
  20   $9,674 mm   None   None   278   $5,347 mm   None   None   2   $104 mm   1   $119 mm
Lisa Parisi
  26   $12,642 mm   None   None   305   $6,050 mm   None   None   2   $104 mm   1   $119 mm
Eileen Rominger
  26   $12,642 mm   None   None   305   $6,050 mm   None   None   2   $104 mm   1   $119 mm
International Equity Fund
                                               
Mark Beveridge
  5   $792 mm   None   None   12   $1,160 mm   None   None   None   None   None   None
William Howard
  5   $792 mm   None   None   12   $1,160 mm   None   None   None   None   None   None
Michael Stanes
  5   $792 mm   None   None   12   $1,160 mm   None   None   None   None   None   None
European Equity Fund
                                               
Julian Abel
  6   $769 mm   None   None   13   $3,141 mm   None   None   None   None   None   None
Stuart Mcpherson
  10   $1,160 mm   None   None   28   $9,639 mm   None   None   None   None   None   None
Japanese Equity Fund
                                               
David Townshend
  9   $844 mm   None   None   10   $2,355 mm   None   None   None   None   None   None
Hiroyuki Ito
  11   $3,248 mm   None   None   10   $2,355 mm   None   None   None   None   None   None
International Small Cap Fund
                                               
Prashant Bhayani
  2   $389 mm   None   None   2   $197 mm   None   None   None   None   None   None
Chris Dyer
  2   $389 mm   None   None   2   $197 mm   None   None   None   None   None   None
David Lowish
  2   $389 mm   None   None   2   $197 mm   None   None   None   None   None   None
Takeya Suzuki
  1   $265 mm   None   None   4   $159 mm   None   None   None   None   None   None
Noriko Takahashi
  1   $265 mm   None   None   4   $159 mm   None   None   None   None   None   None

B-70


 

                                                 
    Number of Other Accounts Managed and Total Assets by Account Type*   Number of Accounts and Total Assets for Which Advisory Fee is Performance Based*
    Registered                   Registered            
Name of   Investment   Other Pooled   Other   Investment   Other Pooled   Other
Portfolio Manager   Companies   Investment Vehicles   Accounts   Companies   Investment Vehicles   Accounts
    Number       Number       Number       Number       Number       Number    
    of   Assets   of   Assets   of   Assets   of   Assets   of   Assets   of   Assets
    Accounts   Managed   Accounts   Managed   Accounts   Managed   Accounts   Managed   Accounts   Managed   Accounts   Managed
Emerging Markets Equity Fund
                                               
Maria Gordon
  2   $442 mm   None   None   1   $41 mm   None   None   None   None   None   None
Kenny Tjan
  4   $940 mm   None   None   5   $120 mm   None   None   None   None   None   None
Asia Equity Fund
                                               
Siew-Hua Thio
  2   $498 mm   None   None   4   $79 mm   None   None   None   None   None   None
Kenny Tjan
  4   $940 mm   None   None   5   $120 mm   None   None   None   None   None   None
Research Select Fund
                                               
Sally Pope Davis
  20   $9,674 mm   None   None   278   $5,347 mm   None   None   2   $104 mm   1   $119 mm
Eileen Rominger
  26   $12,642 mm   None   None   305   $6,050 mm   None   None   2   $104 mm   1   $119 mm
Steven M. Barry
  28   $9,115 mm   1   $98 mm   525   $19,700 mm   None   None   None   None   15   $2,652 mm
Gregory H. Ekizian
  28   $9,115 mm   1   $98 mm   525   $19,700 mm   None   None   None   None   15   $2,652 mm
David G. Shell
  28   $9,115 mm   1   $98 mm   525   $19,700 mm   None   None   None   None   15   $2,652 mm
Concentrated Growth Fund
                                               
Steven M. Barry
  28   $9,115 mm   1   $98 mm   525   $19,700 mm   None   None   None   None   15   $2,652 mm
Gregory H. Ekizian
  28   $9,115 mm   1   $98 mm   525   $19,700 mm   None   None   None   None   15   $2,652 mm
David G. Shell
  28   $9,115 mm   1   $98 mm   525   $19,700 mm   None   None   None   None   15   $2,652 mm
* The information is as of August 31, 2005.

B-71


 

      Conflicts of Interest . The Investment Advisers’ portfolio managers are often responsible for managing one or more of the Funds as well as other accounts, including proprietary accounts, separate accounts and other pooled investment vehicles, such as unregistered hedge funds. A portfolio manager may manage a separate account or other pooled investment vehicle which may have materially higher fee arrangements than the Fund and may also have a performance-based fee. The side-by-side management of these funds may raise potential conflicts of interest relating to cross trading, the allocation of investment opportunities and the aggregation and allocation of trades.
     The Investment Advisers have a fiduciary responsibility to manage all client accounts in a fair and equitable manner. They seek to provide best execution of all securities transactions and aggregate and then allocate securities to client accounts in a fair and timely manner. To this end, the Investment Advisers have developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management. In addition, the Investment Advisers and the Funds have adopted policies limiting the circumstances under which cross-trades may be effected between a Fund and another client account. The Investment Advisers conduct periodic reviews of trades for consistency with these policies. For more information about conflicts of interests that may arise in connection with the portfolio manager’s management of the Funds’ investments and the investments of other accounts, see “Potential Conflicts of Interest — Potential Conflicts Relating to the Allocation of Investment Opportunities Among the Funds and Other Goldman Sachs Accounts and Potential Conflicts Relating to Goldman Sachs’ and the Investment Adviser’s Proprietary Activities and Activities on Behalf of Other Accounts.”
Portfolio Managers — Compensation
      Value Team Base Salary and Performance Bonus . The Investment Adviser’s Value Team (“Value Team”) compensation package for its portfolio managers is comprised of a base salary and a performance bonus. The performance bonus is a function of each portfolio manager’s individual performance and his or her contribution to overall team performance. Portfolio managers are rewarded for their ability to outperform a benchmark while managing risk appropriately. Compensation is also influenced by the Value Team’s total revenues for the past year which in part is derived from advisory fees, and for certain accounts performance based fees. Anticipated compensation levels among competitor firms may also be considered, but are not a principal factor.
     The performance bonus is significantly influenced by 3 year period of investment performance. The following criteria are considered:
  Individual performance (relative, absolute)
 
  Team Performance (relative, absolute)
 
  Consistent performance that aligns with clients’ objectives
 
  Achievement of top rankings (relative and competitive)

B-72


 

     The benchmarks for these Funds are:
Balanced Fund (equity portion): S&P 500 Index
Research Select Fund: S&P 500 Index
Growth and Income Fund: Russell 1000 Value Index
Large Cap Value Fund: Russell 1000 Value Index
Mid Cap Value Fund: Russell Mid Cap Value Index
Small Cap Value Fund: Russell 2000 Value Index
      Quantitative Domestic and Quantitative International Equity Portfolio Management Teams Base Salary and Performance Bonus .
     The Investment Adviser provides compensation packages for its investment professionals, which are comprised of a base salary and a performance bonus. The year-end performance bonus is a function of each professional’s individual performance; his or her contribution to the overall performance of the group; the performance of GSAM; the profitability of Goldman Sachs; and anticipated compensation levels among competitor firms.
     Portfolio management teams are rewarded for their ability to outperform a benchmark while managing risk exposure. An individual’s compensation depends on his/her contribution to the team as well as his/her ability to work as a member of the team.
     The portfolio management team’s performance measures are aligned with GSAM’s goals to: (1) exceed benchmark over one-year and three-year periods; (2) manage portfolios within a defined range around a targeted tracking error; (3) perform consistently with objectives and client commitments; (4) achieve top tier rankings and ratings; and (5) manage all similarly mandated accounts in a consistent manner.
     Performance-related remuneration for portfolio managers is significantly influenced by the following criteria: (1) overall portfolio performance and consistency of performance over time; (2) consistency of performance across accounts with similar profiles; (3) compliance with risk budgets; and (4) communication with other portfolio managers within the research process.
     In addition, detailed portfolio attribution is critical to the measurement process.
     The benchmarks for these Funds are:
Structured U.S. Equity Fund: S&P 500 Index
Structured Small Cap Equity Fund: Russell 2000 Index
Structured Large Cap Value Fund: Russell 1000 Value Index
Structured Large Cap Growth Fund: Russell 1000 Growth Index
Structured International Equity Fund: MSCI Europe, Australasia, Far East (“EAFE”) Index (unhedged).
      Growth Investment Team Base Salary and Performance Bonus . The Investment Adviser’s Growth Team’s (the “Growth Team”) compensation packages for its portfolio managers are comprised of a base salary and performance bonus. The performance bonus is first and foremost tied to the Growth Team’s pre-tax performance for its clients and the Growth Team’s total revenues for the past year which in part is derived from advisory fees and for certain accounts, performance based fees. The

B-73


 

Growth Team measures its performance on a market cycle basis which is typically measured over a three to seven year period, rather than being focused on short term gains in its strategies or short term contributions from a portfolio manager in any given year.
     The performance bonus for portfolio managers is significantly influenced by the following criteria: (1) whether the team performed consistently with objectives and client commitments; (2) whether the team’s performance exceeded performance benchmarks over a market cycle; (3) consistency of performance across accounts with similar profiles; and (4) communication with other portfolio managers within the research process. Benchmarks for measuring performance can either be broad based or narrow based indices which will vary based on client expectations.
     The benchmarks for these Funds are:
Capital Growth Fund: Russell 1000 Growth Index
Growth Opportunities Fund: Russell Midcap Growth Index
Strategic Growth Fund: Russell 1000 Growth Index
Balanced Fund: S&P 500 Index and Lehman Brothers Aggregate Bond Index
Research Select Fund: S&P 500 Index
Concentrated Growth Fund: Russell 1000 Growth Index
Small/Mid-Cap Growth Fund: Russell 2500 Growth Index
     The Growth Team also considers each portfolio manager’s individual performance, his or her contribution to the overall performance of the strategy long-term and his/her ability to work as a member of the team. The Growth Team’s decision may also be influenced by the following: the performance of GSAM, the profitability of Goldman, Sachs & Co. and anticipated compensation levels among competitor firms.
      Active International Portfolio Management Team Base Salary and Performance Bonus . The Investment Adviser’s Active International Portfolio Management Team’s (the “International Team”) compensation packages for portfolio managers are comprised of a base salary and performance bonus. The performance bonus is a function of: each portfolio manager’s individual performance; the International Team’s total revenues for the past year which in part is derived from advisory fees and for certain accounts; performance based fees; his or her contribution to the overall performance of the International Team; the performance of the Investment Adviser; the profitability of Goldman, Sachs & Co.; and anticipated compensation levels among competitor firms. Portfolio managers are rewarded for their ability to outperform a benchmark over a three year period while managing risk exposure.
     The performance bonus for portfolio managers is significantly influenced by the following criteria: (1) overall portfolio performance; (2) consistency of performance across accounts with similar profiles; and (3) communication with other portfolio managers within the research process. In addition, the following factors involving the overall performance of the International Team are also considered when the amount of performance bonus is determined: (1) whether the team’s performance exceeded performance benchmarks over three-year periods; (2) whether the team performed consistently with objectives and client commitments; and (3) whether the team managed all similarly mandated accounts in a consistent manner.

B-74


 

     The benchmarks for these Funds are:
International Equity Fund: MSCI EAFE Index
European Equity Fund: MSCI Europe Index (unhedged)
International Small Cap Fund: MSCI EAFE Small Cap Index (unhedged)
Emerging Markets Equity Fund: MSCI Emerging Markets Index
Japanese Equity Fund: Tokyo Price Index (“TOPIX”) (unhedged)
Asia Equity Fund: MSCI All Country Asia ex-Japan Index (unhedged)
      Fixed Income Team Base Salary and Performance Bonus . The Investment Adviser and its Fixed Income Team’s (the “Fixed Income Team”) compensation package for its portfolio managers is comprised of a base salary and performance bonus. The base salary is fixed. However, the performance bonus is a function of each portfolio manager’s individual performance; the Fixed Income Team’s total revenues for the past year which in part is derived from advisory fees and for certain accounts, performance based fees; his or her contribution to the overall performance of the Fixed Income Team; the performance of GSAM; the profitability of Goldman, Sachs & Co.; and anticipated compensation levels among competitor firms. Portfolio managers are rewarded for their ability to outperform a benchmark while managing risk exposure.
     The performance bonus for portfolio managers is significantly influenced by the following criteria: (1) overall pre-tax portfolio performance; (2) consistency of performance across accounts with similar profiles; (3) compliance with risk budgets; and (4) communication with other portfolio managers within the research process. In addition, the following factors involving the overall performance of the investment style team are also considered when the amount of performance bonus is determined: (1) whether the team’s performance exceeded performance benchmarks over one-year and three-year periods (for Fund specific benchmarks please see below); (2) whether the team managed portfolios within a defined range around a targeted tracking error; (3) whether the team performed consistently with objectives and client commitments; (4) whether the team achieved top tier rankings and ratings (a consideration secondary to the above); and (5) whether the team managed all similarly mandated accounts in a consistent manner.
     The benchmark for measuring performance of the fixed income portion of the Balanced Fund is:
     Balanced Fund: Lehman Brothers Aggregate Bond Index
      Other Compensation — All Teams . In addition to base salary and performance bonus, the Investment Adviser has a number of additional benefits/deferred compensation programs for all portfolio managers in place including (i) a 401k program that enables employees to direct a percentage of their pretax salary and bonus income into a tax-qualified retirement plan; (ii) a profit sharing program to which Goldman, Sachs & Co. makes a pretax contribution; and (iii) investment opportunity programs in which certain professionals are eligible to participate subject to certain net worth requirements. Portfolio managers may also receive grants of restricted stock units and/or stock options as part of their compensation.
     Certain GSAM portfolio managers may also participate in the firm’s Partner Compensation Plan, which covers many of the firm’s senior executives. In general, under the Partner Compensation Plan, participants receive a base salary and a bonus (which may be paid in cash or in the form of an equity-based award) that is linked to Goldman Sachs’ overall financial performance.

B-75


 

Portfolio Managers — Portfolio Managers’ Ownership of Securities in the Funds They Manage
     The following table shows the portfolio managers’ ownership of securities in the Funds they manage:
           
 
        Dollar Range of Equity Securities Beneficially Owned by  
  Name of Portfolio Manager     Portfolio Manager*  
  Balanced Fund*        
  Eileen Rominger     Balanced Fund: $10,000 — $50,000  
  Steven M. Barry     Balanced Fund: $0  
  David G. Shell     Balanced Fund: $0  
  Jonathan A. Beinner     Balanced Fund: $0  
  James B. Clark     Balanced Fund: $0  
  Gregory H. Ekizian     Balanced Fund: $0  
           
  Growth and Income Fund*        
  Dolores Bamford     Growth and Income Fund: $100,000 — $500,000  
  Andrew Braun     Growth and Income Fund: $1 — $10,000  
  Scott Carroll     Growth and Income Fund: $10,000 — $50,000  
  Sally Pope Davis     Growth and Income Fund: $10,000 — $50,000  
  Sean Gallagher     Growth and Income Fund: $10,000 — $50,000  
  Lisa Parisi     Growth and Income Fund: $10,000 — $50,000  
  Eileen Rominger     Growth and Income Fund: $100,000 — $500,000  
           
  Structured Large Cap Value Fund*        
  Melissa Brown     Structured Large Cap Value Fund: $10,000 — $50,000  
  Robert C. Jones     Structured Large Cap Value Fund: $50,000 — $100,000  
           
  Structured U.S. Equity Fund*        
  Melissa Brown     Structured U.S. Equity Fund: $100,000 — $500,000  
  Robert C. Jones     Structured U.S. Equity Fund: $100,000 — $500,000  
           
  Structured Large Cap Growth Fund*        
  Melissa Brown     Structured Large Cap Growth Fund: $10,000 — $50,000  
  Robert C. Jones     Structured Large Cap Growth Fund: $50,000 — $100,000  
           
  Structured Small Cap Equity Fund*        
  Melissa Brown     Structured Small Cap Equity Fund: $50,000 — $100,000  
  Robert C. Jones     Structured Small Cap Growth Fund: $50,000 — $100,000  
 

B-76


 

           
 
        Dollar Range of Equity Securities Beneficially Owned by  
  Name of Portfolio Manager     Portfolio Manager*  
  Structured International Equity Fund*        
  Len Ioffe     Structured International Equity Fund: $10,000 — $50,000  
  Robert C. Jones     Structured International Equity Fund: $50,000 — $100,000  
           
  Capital Growth Fund*        
  Steven M. Barry     Capital Growth Fund: $100,000 — $500,000  
  Gregory H. Ekizian     Capital Growth Fund: $100,000 — $500,000  
  David G. Shell     Capital Growth Fund: $100,000 — $500,000  
           
  Strategic Growth Fund*        
  Steven M. Barry     Strategic Growth Fund: $100,000 — $500,000  
  Gregory H. Ekizian     Strategic Growth Fund: $100,000 — $500,000  
  David G. Shell     Strategic Growth Fund: $100,000 — $500,000  
           
  Growth Opportunities Fund*        
  Steven M. Barry     Growth Opportunities Fund: $100,000 — $500,000  
  Gregory H. Ekizian     Growth Opportunities Fund: $100,000 — $500,000  
  David G. Shell     Growth Opportunities Fund: $100,000 — $500,000  
           
  Small/Mid—Cap Growth Fund*        
  Steven M. Barry     Small/Mid—Cap Growth Fund: $10,000 — $50,000  
  Gregory H. Ekizian     Small/Mid—Cap Growth Fund: $10,000 — $50,000  
  David G. Shell     Small/Mid—Cap Growth Fund: $50,000 — $100,000  
           
  Mid Cap Value Fund*        
  Dolores Bamford     Mid Cap Value Fund: $100,000 — $500,000  
  David L. Berdon     Mid Cap Value Fund: $10,000 — $50,000  
  Andrew Braun     Mid Cap Value Fund: $50,000 — $100,000  
  Scott Carroll     Mid Cap Value Fund: $50,000 — $100,000  
  Sally Pope Davis     Mid Cap Value Fund: $100,000 — $500,000  
  Sean Gallagher     Mid Cap Value Fund: $100,000 — $500,000  
  Lisa Parisi     Mid Cap Value Fund: $100,000 — $500,000  
  Edward Perkin     Mid Cap Value Fund: $10,000 — $50,000  
  Eileen Rominger     Mid Cap Value Fund: $100,000 — $500,000  
           
  Small Cap Value Fund*        
  Dolores Bamford     Small Cap Value Fund: $50,000 — $100,000  
  David L. Berdon     Small Cap Value Fund: $10,000 — $50,000  
  Scott Carroll     Small Cap Value Fund: $1 — $10,000  
 

B-77


 

           
 
        Dollar Range of Equity Securities Beneficially Owned by  
  Name of Portfolio Manager     Portfolio Manager*  
  J. Kelly Flynn     Small Cap Value Fund: $50,000 — $100,000  
  James Otness     Small Cap Value Fund: $100,000 — $500,000  
  Lisa Parisi     Small Cap Value Fund: $100,000 — $500,000  
  Edward Perkin     Small Cap Value Fund: $1 — $10,000  
           
  Large Cap Value Fund*        
  Dolores Bamford     Large Cap Value Fund: $100,000 — $500,000  
  David L. Berdon     Large Cap Value Fund: $10,000 — $50,000  
  Andrew Braun     Large Cap Value Fund: $50,000 — $100,000  
  Scott Carroll     Large Cap Value Fund: $100,000 — $500,000  
  Sally Pope Davis     Large Cap Value Fund: $100,000 to $500,000  
  Sean Gallagher     Large Cap Value Fund: $50,000 — $100,000  
  Lisa Parisi     Large Cap Value Fund: $100,000 — $500,000  
  Eileen Rominger     Large Cap Value Fund: $100,000 — $500,000  
           
  International Equity Fund*        
  Mark Beveridge     International Equity Fund: $100,000 — $500,000  
  William Howard     International Equity Fund: $1 — $10,000  
  Michael Stanes     International Equity Fund: $0  
           
  European Equity Fund*        
  Julian Abel     European Equity Fund: $0  
  Stuart Mcpherson     European Equity Fund: $0  
           
  Japanese Equity Fund*        
  David Townshend     Japanese Equity Fund: $0  
  Hiroyuki Ito     Japanese Equity Fund: $0  
           
  International Small Cap Fund*        
  Prashant Bhayani     International Small Cap Fund: $50,000 — $100,000  
  Chris Dyer     International Small Cap Fund: $0  
  David Lowish     International Small Cap Fund: $0  
  Takeya Suzuki     International Small Cap Fund: $0  
  Noriko Takahashi     International Small Cap Fund: $0  
           
  Emerging Markets Equity Fund*        
  Maria Gordon     Emerging Markets Equity Fund: $0  
  Kenny Tjan     Emerging Markets Equity Fund: $0  
 

B-78


 

           
 
        Dollar Range of Equity Securities Beneficially Owned by  
  Name of Portfolio Manager     Portfolio Manager*  
  Asia Equity Fund*        
  Siew—Hua Thio     Asia Equity Fund: $0  
  Kenny Tjan     Asia Equity Fund: $0  
           
  Research Select Fund*        
  Sally Pope Davis     Research Select Fund: $10,000 — $50,000  
  Eileen Rominger     Research Select Fund: $100,000 — $500,000  
  Steven M. Barry     Research Select Fund: $10,000 — $50,000  
  Gregory H. Ekizian     Research Select Fund: $10,000 — $50,000  
  David G. Shell     Research Select Fund: $10,000 — $50,000  
           
  Concentrated Growth Fund*        
  Steven M. Barry     Concentrated Growth Fund: $100,000 — $500,000  
  Kenneth T. Berents     Concentrated Growth Fund: $100,000 — $500,000  
  Gregory H. Ekizian     Concentrated Growth Fund: over $1,000,000  
 
*   This information is as of August 31, 2005.

B-79


 

Distributor and Transfer Agent
     Goldman Sachs, 85 Broad Street, New York, New York 10004, serves as the exclusive distributor of shares of the Funds pursuant to a “best efforts” arrangement as provided by a distribution agreement with the Trust on behalf of each Fund. Shares of the Funds are offered and sold on a continuous basis by Goldman Sachs, acting as agent. Pursuant to the distribution agreement, after the Prospectuses and periodic reports have been prepared, set in type and mailed to shareholders, Goldman Sachs will pay for the printing and distribution of copies thereof used in connection with the offering to prospective investors. Goldman Sachs will also pay for other supplementary sales literature and advertising costs. Goldman Sachs may enter into sales agreements with certain investment dealers and other financial service firms (the “Authorized Dealers”) to solicit subscriptions for Class A, Class B and Class C Shares of the Funds. Goldman Sachs receives a portion of the sales charge imposed on the sale, in the case of Class A Shares, or redemption in the case of Class B and Class C Shares (and in certain cases, Class A Shares), of such Fund shares.
     Goldman Sachs retained approximately the following combined commissions on sales of Class A, Class B and Class C Shares during the following periods:
                         
    Fiscal year ended     Fiscal year ended     Fiscal year ended  
    August 31,     August 31,     August 31,  
    2005     2004     2003  
Balanced Fund
  $ 169,200     $ 184,800     $ 173,400  
Growth and Income Fund
    1,344,600       878,400       578,000  
Structured Large Cap Value Fund
    59,600       21,200       20,800  
Structured U.S. Equity Fund
    113,200       95,700       182,800  
Structured Large Cap Growth Fund
    24,600       19,200       17,100  
Structured Small Cap Equity Fund
    57,800       30,900       29,800  
Structured International Equity Fund
    137,900       26,200       187,100  
Capital Growth Fund
    335,700       355,300       370,800  
Strategic Growth Fund
    14,000       21,000       330,300  
Growth Opportunities Fund
    402,400       256,800       387,700  
Small/Mid-Cap Growth Fund 1
    1,500       0       0  
Mid Cap Value Fund
    1,707,000       655,200       564,800  
Small Cap Value Fund
    54,000       364,700       792,900  
Large Cap Value Fund
    233,000       66,000       550,000  
International Equity Fund
    42,500       50,900       286,000  
European Equity Fund
    2,400       9,100       43,000  
Japanese Equity Fund
    3,300       5,400       46,000  
International Small Cap Fund
    30,900       31,600       5,000  
Emerging Markets Equity Fund
    18,400       10,500       21,000  
Asia Equity Fund
    8,400       11,000       42,000  
Research Select Fund
    6,300       6,300       12,300  
Concentrated Growth Fund 2
    600       3,000       225,400  
 
1   The Small/Mid-Cap Growth Fund commenced operations on June 30, 2005.
 
2   The Concentrated Growth Fund commenced operations on September 3, 2002.

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     Goldman Sachs, 71 South Wacker Drive, Suite 500, Chicago, IL 60606 serves as the Trust’s transfer agent. Under its transfer agency agreement with the Trust, Goldman Sachs has undertaken with the Trust to (i) record the issuance, transfer and redemption of shares, (ii) provide purchase and redemption confirmations and quarterly statements, as well as certain other statements, (iii) provide certain information to the Trust’s custodian and the relevant sub-custodian in connection with redemptions, (iv) provide dividend crediting and certain disbursing agent services, (v) maintain shareholder accounts, (vi) provide certain state Blue Sky and other information, (vii) provide shareholders and certain regulatory authorities with tax-related information, (viii) respond to shareholder inquiries, and (ix) render certain other miscellaneous services. For its transfer agency services, Goldman Sachs is entitled to receive a transfer agency fee equal, on an annualized basis, to 0.04% of average daily net assets with respect to each Fund’s Institutional and Service Shares and 0.19% of average daily net assets with respect to each Fund’s Class A, Class B and Class C Shares.
     As compensation for the services rendered to the Trust by Goldman Sachs as transfer agent and the assumption by Goldman Sachs of the expenses related thereto, Goldman Sachs received fees for the fiscal years ended August 31, 2005, August 31, 2004 and August 31, 2003 from each Fund then in existence as follows under the fee schedules then in effect:
                         
    Class A, B and C     Class A, B and C     Class A, B and C  
    Fiscal year ended     Fiscal year ended     Fiscal year ended  
    August 31,     August 31,     August 31,  
    2005     2004     2003  
Balanced Fund
  $ 424,996     $ 368,033     $ 265,355  
Growth and Income Fund
    1,724,006       1,216,080       763,412  
Structured Large Cap Value Fund
    331,289       245,201       186,116  
Structured U.S. Equity Fund
    1,141,885       1,051,678       908,887  
Structured Large Cap Growth Fund
    446,702       480,501       474,916  
Structured Small Cap Equity Fund
    346,508       268,148       189,789  
Structured International Equity Fund
    424,229       229,086       162,097  
Capital Growth Fund
    3,108,339       3,322,756       3,232,878  
Strategic Growth Fund
    362,353       373,075       272,036  
Growth Opportunities Fund
    1,822,290       1,343,978       919,202  
Small/Mid-Cap Growth Fund 1
    92       0       0  
Mid Cap Value Fund
    4,087,442       1,713,500       986,036  
Small Cap Value Fund
    2,441,974       1,972,802       1,067,722  
Large Cap Value Fund
    848,582       547,951       438,116  
International Equity Fund
    665,058       708,012       791,486  
European Equity Fund
    43,969       51,689       59,717  
Japanese Equity Fund
    79,251       75,799       36,648  
International Small Cap Fund
    100,607       81,429       70,235  
Emerging Markets Equity Fund
    97,865       69,305       41,898  
Asia Equity Fund
    104,233       88,087       54,887  
Research Select Fund
    412,606       530,240       586,985  
Concentrated Growth Fund 2
    121,214       112,481       48,585  
 
1   The Small/Mid-Cap Growth Fund commenced operations on June 30, 2005.
 
2   The Concentrated Growth Fund commenced operations on September 3, 2002.

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    Institutional Shares     Service Shares  
    Fiscal year     Fiscal year     Fiscal year     Fiscal period     Fiscal year     Fiscal year  
    Ended     Ended     Ended     ended     Ended     Ended  
    August 31,     August 31,     August 31,     August 31,     August 31,     August 31,  
    2005     2004     2003     2005     2004     2003  
Balanced Fund
  $ 1,565     $ 874     $ 853     $ 1     $ 3     $ 5  
Growth and Income Fund
    4,668       1,629       1,652       477       557       1,363  
Structured Large Cap Value Fund
    99,325       73,520       40,851       270       161       112  
Structured U.S. Equity Fund
    81,788       56,439       53,362       3,960       3,520       2,646  
Structured Large Cap Growth Fund
    57,365       48,456       44,761       109       164       147  
Structured Small Cap Equity Fund
    94,881       43,726       33,490       16,324       20,202       11,593  
Structured International Equity Fund
    202,720       90,290       55,231       3,437       31       10  
Capital Growth Fund
    111,807       122,669       117,315       2,756       2,424       2,281  
Strategic Growth Fund
    64,305       46,825       29,209       123       65       0  
Growth Opportunities Fund
    223,243       98,732       58,388       1,453       405       190  
Small/Mid-Cap Growth Fund 1
    361       0       0       1       0       0  
Mid Cap Value Fund
    342,477       171,222       121,515       14,353       3,144       785  
Small Cap Value Fund
    212,285       91,708       36,442       10,260       3,876       1,266  
Large Cap Value Fund
    103,766       47,905       33,003       440       32       1  
International Equity Fund
    27,211       44,455       95,221       189       379       1,573  
European Equity Fund
    2,812       1,662       1,454       105       9       0  
Japanese Equity Fund
    3,158       4,457       1,980       1       0       0  
International Small Cap Fund
    21,036       14,152       14,318       82       41       13  
Emerging Markets Equity Fund
    24,431       20,305       27,050       391       195       36  
Asia Equity Fund 2
    10,819       5,496       2,205       0       0       0  
Research Select Fund
    911       1,131       1,482       7       6       4  
Concentrated Growth Fund 3
    24,844       15,372       3,925       0       1       0  
 
1   The Small/Mid-Cap Growth Fund commenced operations on June 30, 2005.
 
2   Asia Equity Fund had not sold Service Shares as of August 31, 2005.
 
3   The Concentrated Growth Fund commenced operations on September 3, 2002.

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     The Trust’s distribution and transfer agency agreements each provide that Goldman Sachs may render similar services to others so long as the services Goldman Sachs provides thereunder are not impaired thereby. Such agreements also provide that the Trust will indemnify Goldman Sachs against certain liabilities.
Expenses
     The Trust, on behalf of each Fund, is responsible for the payment of each Fund’s respective expenses. The expenses include, without limitation, the fees payable to the Investment Advisers, service fees and shareholder administration fees paid to Service Organizations, the fees and expenses of the Trust’s custodian and subcustodians, transfer agent fees and expenses, pricing service fees and expenses, brokerage fees and commissions, filing fees for the registration or qualification of the Trust’s shares under federal or state securities laws, expenses of the organization of the Funds, fees and expenses incurred by the Trust in connection with membership in investment company organizations including, but not limited to, the Investment Company Institute, taxes, interest, costs of liability insurance, fidelity bonds or indemnification, any costs, expenses or losses arising out of any liability of, or claim for damages or other relief asserted against, the Trust for violation of any law, legal, tax and auditing fees and expenses (including the cost of legal and certain accounting services rendered by employees of Goldman Sachs and its affiliates with respect to the Trust), expenses of preparing and setting in type Prospectuses, Additional Statements, proxy material, reports and notices and the printing and distributing of the same to the Trust’s shareholders and regulatory authorities, any expenses assumed by a Fund pursuant to its Distribution and Service Plans, compensation and expenses of its “non-interested” Trustees, the fees and expenses of pricing services and extraordinary expenses, if any, incurred by the Trust. Except for fees and expenses under any service plan, shareholder administration plan or distribution and service plans applicable to a particular class and transfer agency fees and expenses, all Fund expenses are borne on a non-class specific basis.
     The imposition of the Investment Adviser’s fees, as well as other operating expenses, will have the effect of reducing the total return to investors. From time to time, the Investment Adviser may waive receipt of its fees and/or voluntarily assume certain expenses of a Fund, which would have the effect of lowering that Fund’s overall expense ratio and increasing total return to investors at the time such amounts are waived or assumed, as the case may be.
     As of the date of this Additional Statement, the Investment Advisers voluntarily have agreed to reduce or limit certain “Other Expenses” (excluding management fees, distribution and service fees, transfer agency fees, service fees, shareholder administration fees, taxes, interest, brokerage, and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) for the following Funds to the extent such expenses exceed the following percentage of each Fund’s average daily net assets:
         
    Other  
    Expenses  
Balanced Fund
    0.064 %
Growth and Income Fund
    0.054 %
Structured Large Cap Value Fund
    0.064 %
Structured U.S. Equity Fund
    0.004 %
Structured Large Cap Growth Fund
    0.024 %
Structured Small Cap Equity Fund
    0.044 %
Structured International Equity Fund
    0.124 %
Capital Growth Fund
    0.004 %
Strategic Growth Fund
    0.004 %
Growth Opportunities Fund
    0.114 %

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    Other  
    Expenses  
Small/Mid-Cap Growth Fund
    0.064 %
Mid Cap Value Fund
    0.104 %
Small Cap Value Fund
    0.064 %
Large Cap Value Fund
    0.064 %
International Equity Fund
    0.104 %
European Equity Fund
    0.104 %
Japanese Equity Fund
    0.114 %
International Small Cap Fund
    0.104 %
Emerging Markets Equity Fund
    0.354 %
Asia Equity Fund
    0.164 %
Research Select Fund
    0.064 %
Concentrated Growth Fund
    0.044 %
 

 
     Such reductions or limits, if any, are calculated monthly on a cumulative basis and may be discontinued or modified by the applicable Investment Adviser in its discretion at any time.
     Fees and expenses borne by the Funds relating to legal counsel, registering shares of a Fund, holding meetings and communicating with shareholders may include an allocable portion of the cost of maintaining an internal legal and compliance department. Each Fund may also bear an allocable portion of the Investment Adviser’s costs of performing certain accounting services not being provided by a Fund’s custodian.
Reimbursement
     For the fiscal years ended August 31, 2005, August 31, 2004 and August 31, 2003 the amounts of certain “Other Expenses” of each Fund then in existence that were reduced or otherwise limited were as follows under the expense limitations that were then in effect:
                         
    Fiscal year ended     Fiscal year ended     Fiscal year ended  
    August 31,     August 31,     August 31,  
    2005 3     2004     2003  
Balanced Fund
  $ 365,813     $ 287,367     $ 306,576  
Growth and Income Fund
    135,128       142,997       160,638  
Structured Large Cap Value Fund
    181,473       156,524       221,513  
Structured U.S. Equity Fund
    492,297       403,502       391,793  
Structured Large Cap Growth Fund
    374,111       288,235       291,506  
Structured Small Cap Equity Fund
    341,423       301,381       372,347  
Structured International Equity Fund
    0       310,261       376,924  
Capital Growth Fund
    787,640       553,830       563,137  
Strategic Growth Fund
    437,126       339,519       356,953  
Growth Opportunities Fund
    1,819       0       0  
Small/Mid-Cap Growth Fund 1
    145,245       0       0  
Mid Cap Value Fund
    0       0       0  
Small Cap Value Fund
    0       0       39,218  
Large Cap Value Fund
    47,451       133,359       137,967  
International Equity Fund
    214,385       345,331       481,257  
European Equity Fund
    279,925       289,672       374,526  
Japanese Equity Fund
    279,144       311,948       317,852  
International Small Cap Fund
    298,125       373,233       470,108  
Emerging Markets Equity Fund
    76,663       133,073       151,451  
Asia Equity Fund
    318,204       363,918       498,002  
Research Select Fund
    287,111       173,277       192,736  
Concentrated Growth Fund 2
    284,259       300,522       414,255  
 
1   The Small/Mid-Cap Growth Fund commenced operations on June 30, 2005.
 
2   The Concentrated Growth Fund commenced operations on September 3, 2002.
3   The above figures do not reflect a one time voluntary payment made by the transfer agent to the Funds relating to certain credits that reduced transfer agent fees.

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Custodian and Sub-Custodians
     State Street, 225 Franklin Street, Boston, MA 02110, is the custodian of the Trust’s portfolio securities and cash. State Street also maintains the Trust’s accounting records. State Street may appoint domestic and foreign sub-custodians and use depositories from time to time to hold certain securities and other instruments purchased by the Trust in foreign countries and to hold cash and currencies for the Trust.
Independent Registered Public Accounting Firm
     PricewaterhouseCoopers LLP, 125 High Street, Boston, MA 02110, is the Funds’ independent registered public accounting firm. In addition to audit services, PricewaterhouseCoopers LLP prepares the Funds’ federal and state tax returns, and provides assistance on certain non-audit matters.
POTENTIAL CONFLICTS OF INTEREST
Summary
     The Goldman Sachs Group, Inc., including its affiliates and personnel (collectively for purposes of this “Potential Conflicts of Interest” section, “Goldman Sachs”), is a worldwide, full-service investment banking, broker-dealer, asset management and financial services organization, and a major participant in global financial markets. As a result, Goldman Sachs is engaged in many businesses and has interests in the global fixed income, currency, commodity, equity and other markets in addition to those related to the Funds, including as an investor, investment banker, research provider, investment manager, investment adviser, financier, advisor, market maker, proprietary trader, prime broker, lender and agent. Such additional businesses and interests may give rise to potential conflicts of interest. The following is a brief summary description of certain of these potential conflicts of interest:
  While the Investment Advisers will make decisions for the Funds in accordance with their obligations to manage the Funds appropriately, the fees, compensation and other benefits (including relating to business relationships of Goldman Sachs) to Goldman Sachs arising therefrom may be greater as a result of certain portfolio, investment, service provider or other decisions made by the Investment Advisers than they would have been had other decisions been made which also might have been appropriate for the Funds.
 
  Goldman Sachs, its sales personnel and other financial service providers may have conflicts associated with their promotion of the Funds or other dealings with the Funds that would create incentives for them to promote the Funds.
 
  While the allocation of investment opportunities among Goldman Sachs, the Funds and other funds and accounts managed by Goldman Sachs may raise potential conflicts because of financial or other interests of Goldman Sachs or its personnel, the portfolio managers will not make allocation decisions based on such other factors.
 
  The Investment Advisers will give advice to and make investment decisions for the Funds as they believe is in the fiduciary interests of the Funds. Advice given to the Funds or investment decisions made for the Funds may differ from, and may conflict with, advice given or investment decisions made for Goldman Sachs or other funds or accounts. Actions taken with

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    respect to Goldman Sachs or other funds or accounts may adversely impact the Funds, and actions taken by the Funds may benefit Goldman Sachs or other funds or accounts.
 
  Goldman Sachs will be under no obligation to provide to the Funds, or effect transactions on behalf of the Funds in accordance with, any market or other information, analysis, technical models or research in its possession.
 
  To the extent permitted by the Act, the Funds may enter into transactions in which Goldman Sachs acts as principal, or in which Goldman Sachs acts on behalf of the Funds and the other parties to such transactions. Goldman Sachs will have potentially conflicting interests in connection with such transactions.
 
  Goldman Sachs may act as broker, dealer, agent, lender or otherwise for the Funds and will retain all commissions, fees and other compensation in connection therewith.
 
  Securities traded for the Funds may, but are not required to, be aggregated with trades for other funds or accounts managed by Goldman Sachs. When transactions are aggregated but it is not possible to receive the same price or execution on the entire volume of securities purchased or sold, the various prices may be averaged, and the Funds will be charged or credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of the Funds.
 
  Products and services received by the Investment Advisers or their affiliates from brokers in connection with brokerage services provided to the Funds and other funds or accounts managed by Goldman Sachs may disproportionately benefit other of such funds and accounts based on the relative amounts of brokerage services provided to the Funds and such other funds and accounts.
 
  While the Investment Advisers will make proxy voting decisions as they believe appropriate and in accordance with the Investment Advisers’ policies designed to help avoid conflicts of interest, proxy voting decisions made by the Investment Advisers with respect to the Funds’ portfolio securities may favor the interests of other clients or businesses of other divisions or units of Goldman Sachs.
 
  Regulatory restrictions (including relating to the aggregation of positions among different funds and accounts) and internal Goldman Sachs policies may restrict investment activities of the Funds. Information held by Goldman Sachs could have the effect of restricting investment activities of the Funds.
     Prospective investors should carefully review the following section of this document which more fully describes these and other potential conflicts of interest presented by Goldman Sachs’ other businesses and interests.
     As a registered investment adviser under the Advisers Act, each Investment Adviser is required to file a Form ADV with the U.S. Securities and Exchange Commission. Form ADV contains information about assets under management, types of fee arrangements, types of investments, potential conflicts of interest, and other relevant information regarding the Investment Adviser. A copy of Part 1 of an Investment Adviser’s Form ADV is available on the SEC’s website (www.adviserinfo.sec.gov).

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Potential Conflicts Relating to Portfolio Decisions, the Sale of Fund Shares and the Allocation of Investment Opportunities .
Goldman Sachs’ Other Activities May Have an Impact on the Funds
     The Investment Advisers make decisions for the Funds in accordance with their obligations as the Investment Advisers of the Funds. However, Goldman Sachs’ other activities may have a negative effect on the Funds. As a result of the various activities and interests of Goldman Sachs as described in the first paragraph under “Summary” above, it is likely that the Funds will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or obtain services from entities for which Goldman Sachs performs or seeks to perform investment banking or other services. It is also likely that the Funds will undertake transactions in securities in which Goldman Sachs makes a market or otherwise has other direct or indirect interests. In addition, while the Investment Advisers will make decisions for the Funds in accordance with their obligations to manage the Funds appropriately, the fees, compensation and other benefits (including relating to business relationships of Goldman Sachs) to Goldman Sachs arising therefrom may be greater as a result of certain portfolio, investment, service provider or other decisions made by the Investment Advisers for the Funds than they would have been had other decisions been made which also might have been appropriate for the Funds.
Goldman Sachs’ Financial and Other Interests and Relationships May Incentivize Goldman Sachs to Promote the Sale of Fund Shares
     Goldman Sachs, its sales personnel and other financial service providers, have interests in promoting sales of the Funds. With respect to Goldman Sachs and its personnel, the remuneration and profitability of activity relating to the Funds may be greater than the provision of other services and sales of other products that might be provided or offered. For example, Goldman Sachs may directly or indirectly receive a portion of the fees and commissions charged to the Funds. Such fees and commissions may be higher than for other products or services, and the remuneration and profitability to Goldman Sachs and such personnel resulting from transactions on behalf of the Funds may be greater than the remuneration and profitability resulting from other products.
     Goldman Sachs may also have relationships with, and purchase, or distribute or sell, services or products from or to, distributors, consultants and others who recommend the Funds, or who engage in transactions with or for the Funds. For example, Goldman Sachs regularly participates in industry and consultant sponsored conferences and may purchase educational data related or other services from consultants or other third parties that it deems to be of value to its personnel and its business. The products and services purchased from consultants may include, but are not limited to, those that help Goldman Sachs understand the consultants’ points of view on the investment management process. Consultants and other third parties that provide consulting or other services to potential investors in the Funds may receive fees from Goldman Sachs or the Funds in connection with the distribution of shares in the Funds or other Goldman Sachs products. In addition, Goldman Sachs personnel, including employees of the Investment Advisers, may have board, advisory, brokerage or other relationships with issuers, distributors, consultants and others that may have investments in the Funds or that may recommend investments in the Funds or distribute the Funds. Goldman Sachs may, when it considers it appropriate, make charitable contributions to institutions, including those that have relationships with clients or personnel of clients. Goldman Sachs personnel may also make political contributions in accordance with law. As a result, those persons and institutions may have conflicts associated with

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their promotion of the Funds or other dealings with the Funds that would create incentives for them to promote the Funds or raise other conflicts.
Potential Conflicts Relating to the Allocation of Investment Opportunities Among the Funds and Other Goldman Sachs Accounts
     Goldman Sachs has potential conflicts in connection with the allocation of investments or transaction decisions for the Funds, including in situations in which Goldman Sachs or its personnel (including personnel of the Investment Advisers) have interests. For example, the Funds may be competing for investment opportunities with current or future accounts or funds managed or advised by Goldman Sachs (including the Investment Advisers). These accounts or funds may provide greater fees or other compensation (such as performance based fees) to Goldman Sachs (including the Investment Advisers) or in which Goldman Sachs (including the Investment Advisers) or its personnel have an interest (collectively, the “Client/GS Accounts”).
     Goldman Sachs may manage or advise Client/GS Accounts that have investment objectives that are similar to those of the Funds and/or may seek to make investments in securities or other instruments in which the Funds may invest. This will create potential conflicts and potential differences among the Funds and other Client/GS Accounts, particularly where there is limited availability or limited liquidity for those investments. The Investment Advisers have developed policies and procedures that provide that they will allocate investment opportunities and make purchase and sale decisions among the Funds and other Client/GS Accounts in a manner that they consider, in their sole discretion and consistent with their fiduciary obligation to each Client/GS Account, to be reasonable and equitable over time.
     The Investment Advisers will make allocations for the Funds and other Client/GS Accounts with reference to numerous factors that may include, without limitation, relative sizes and expected future sizes of applicable accounts, investment objectives and guidelines, risk tolerance, availability of other investment opportunities, and available cash for investment. Although allocating orders among the Funds and other Client/GS Accounts may create potential conflicts of interest because of the interests of Goldman Sachs or its personnel or because Goldman Sachs may receive greater fees or compensation from one of the Client/GS Account’s allocated orders, the portfolio managers will not make allocation decisions based on such interests or greater fees or compensation.
     Allocation decisions among accounts may be more or less advantageous to any one account or group of accounts. The Investment Advisers may determine that an investment opportunity or particular purchases or sales are appropriate for one or more Client/GS Accounts or for themselves or an affiliate, but not for the Funds, or is appropriate for, or available to, the Funds but in different sizes, terms or timing than is appropriate for other Client/GS Accounts. Therefore, the amount, timing, structuring or terms of an investment by the Funds may differ from, and performance may be lower than, investments and performance of other Client/GS Accounts.
Other Potential Conflicts Relating to the Management of the Funds by the Investment Advisers
Potential Restrictions and Issues Relating to Information Held by Goldman Sachs
     From time to time and subject to the Investment Advisers’ policies and procedures regarding informational barriers, the Investment Advisers may consult with personnel in other areas of Goldman Sachs, or with persons unaffiliated with Goldman Sachs, or may form investment policy committees

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comprised of such personnel. The performance by such persons of obligations related to their consultation with personnel of the Investment Advisers could conflict with their areas of primary responsibility within Goldman Sachs or elsewhere. In connection with their activities with the Investment Advisers, such persons may receive information regarding the Investment Advisers’ proposed investment activities of the Funds that is not generally available to the public. There will be no obligation on the part of such persons to make available for use by the Funds any information or strategies known to them or developed in connection with their own client, proprietary or other activities. In addition, Goldman Sachs will be under no obligation to make available any research or analysis prior to its public dissemination.
     The Investment Advisers make decisions for the Funds based on their investment programs. The Investment Advisers from time to time may have access to certain fundamental analysis and proprietary technical models developed by Goldman Sachs and its personnel. Goldman Sachs will not be under any obligation, however, to effect transactions on behalf of the Funds in accordance with such analysis and models.
     In addition, Goldman Sachs has no obligation to seek information or to make available to or share with the Funds any information, investment strategies, opportunities or ideas known to Goldman Sachs personnel or developed or used in connection with other clients or activities. Goldman Sachs and certain of its personnel, including the Investment Advisers’ personnel or other Goldman Sachs personnel advising or otherwise providing services to the Funds, may be in possession of information not available to all Goldman Sachs personnel, and such personnel may act on the basis of such information in ways that have adverse effects on the Funds.
     From time to time, Goldman Sachs may come into possession of material, non-public information or other information that could limit the ability of the Funds to buy and sell investments. The investment flexibility of the Funds may be constrained as a consequence. The Investment Advisers generally are not permitted to obtain or use material non-public information in effecting purchases and sales in public securities transactions for the Funds.
Potential Conflicts Relating to Goldman Sachs’ and the Investment Advisers’ Proprietary Activities and Activities On Behalf of Other Accounts
     The results of the investment activities of the Funds may differ significantly from the results achieved by Goldman Sachs for its proprietary accounts and from the results achieved by Goldman Sachs for other Client/GS Accounts. The Investment Advisers will manage the Funds and the other Client/GS Accounts they manage in accordance with their respective investment objectives and guidelines. However, Goldman Sachs may give advice, and take action, with respect to any current or future Client/GS Accounts that may compete or conflict with the advice the Investment Advisers may give to the Funds, or may involve a different timing or nature of action than with respect to the Funds.
     Transactions undertaken by Goldman Sachs or Client/GS Accounts may adversely impact the Funds. Goldman Sachs and one or more Client/GS Accounts may buy or sell positions while the Funds are undertaking the same or a differing, including potentially opposite, strategy, which could disadvantage the Funds. For example, a Fund may buy a security and Goldman Sachs or Client/GS Accounts may establish a short position in that same security. That subsequent short sale may result in impairment of the price of the security which the Fund holds. Conversely, the Fund may establish a short position in a security and Goldman Sachs or other Client/GS Accounts may buy that same

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security. The subsequent purchase may result in an increase of the price of the underlying position in the short sale exposure of the Fund and such increase in price would be to the Fund’s detriment.
     In addition, transactions in investments by one or more Client/GS Accounts or Goldman Sachs may have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of a Fund, particularly, but not limited to, in small capitalization, emerging market or less liquid strategies. This may occur when portfolio decisions regarding a Fund are based on research or other information that is also used to support portfolio decisions for other Client/GS Accounts, which could impact the timing and manner in which the portfolio decisions for the Fund and other Client/GS Accounts are implemented. When Goldman Sachs or a Client/GS Account implements a portfolio decision or strategy ahead of, or contemporaneously with, similar portfolio decisions or strategies for a Fund, market impact, liquidity constraints, or other factors could result in the Fund receiving less favorable trading results and the costs of implementing such portfolio decisions or strategies could be increased or the Fund could otherwise be disadvantaged. Goldman Sachs may, in certain cases, elect to implement internal policies and procedures designed to limit such consequences to Client/GS Accounts, which may cause a Fund to be unable to engage in certain activities, including purchasing or disposing of securities, when it might otherwise be desirable for it to do so.
     Conflicts may also arise because portfolio decisions regarding a Fund may benefit other Client/GS Accounts. For example, the sale of a long position or establishment of a short position by a Fund may impair the price of the same security sold short by (and therefore benefit) Goldman Sachs or other Client/GS Accounts, and the purchase of a security or covering of a short position in a security by a Fund may increase the price of the same security held by (and therefore benefit) Goldman Sachs or other Client/GS Accounts.
     The directors, officers and employees of Goldman Sachs, including the Investment Advisers, may buy and sell securities or other investments for their own accounts (including through funds managed by Goldman Sachs, including the Investment Advisers). As a result of differing trading and investment strategies or constraints, positions may be taken by directors, officers and employees that are the same, different from or made at different times than positions taken for the Funds. To reduce the possibility that the Funds will be materially adversely affected by the personal trading described above, each of the Funds and Goldman Sachs, as each Fund’s Investment Adviser and distributor, has established policies and procedures that restrict securities trading in the personal accounts of investment professionals and others who normally come into possession of information regarding the Fund’s portfolio transactions. Each of the Funds and Goldman Sachs, as each Fund’s Investment Adviser and distributor has adopted a code of ethics (collectively, the “Codes of Ethics”) in compliance with Section 17(j) of the Act and monitoring procedures relating to certain personal securities transactions by personnel of the Investment Advisers which the Investment Advisers deem to involve potential conflicts involving such personnel, Client/GS Accounts managed by the Investment Advisers and the Funds. The Codes require that personnel of the Investment Advisers comply with all applicable federal securities laws and with the fiduciary duties and anti-fraud rules to which the Investment Advisers are subject. The Codes of Ethics can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-942-8090. The Codes of Ethics are also available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. Copies may also be obtained after paying a duplicating fee by writing the SEC’s Public Reference Section, Washington, DC 20549-0102, or by electronic request to publicinfo@sec.gov.

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     Clients of Goldman Sachs (including Client/GS Accounts) may have, as a result of receiving client reports or otherwise, access to information regarding the Investment Advisers’ transactions or views which may affect such clients’ transactions outside of accounts controlled by personnel of the Investment Advisers, and such transactions may negatively impact the Funds. The Funds may also be adversely affected by cash flows and market movements arising from purchase and sales transactions, as well as increases of capital in, and withdrawals of capital from, other Client/GS Accounts.
     The Investment Advisers’ management of the Funds may benefit Goldman Sachs. For example, the Funds may, to the extent permitted by applicable law, invest directly or indirectly in the securities of companies in which Goldman Sachs has an equity, debt or other interest. In addition, to the extent permitted by applicable law, the Funds may engage in investment transactions which may result in other Client/GS Accounts being relieved of obligations or otherwise divesting of investments or cause the Funds to have to divest certain investments. The purchase, holding and sale of investments by the Funds may enhance the profitability of Goldman Sachs’ or other Client/GS Accounts’ own investments in and its activities with respect to such companies.
     Goldman Sachs and its clients may pursue or enforce rights with respect to an issuer in which a Fund has invested, and those activities may have an adverse effect on the Fund. As a result, prices, availability, liquidity and terms of the Fund’s investments may be negatively impacted by the activities of Goldman Sachs or its clients, and transactions for the Fund may be impaired or effected at prices or terms that may be less favorable than would otherwise have been the case.
     Goldman Sachs may create, write, sell or issue, or act as placement agent or distributor of, derivative instruments with respect to the Funds or with respect to which the underlying securities, currencies or instruments may be those in which the Funds invest, or which may be otherwise based on the performance of the Funds. The structure or other characteristics of the derivative instruments may have an adverse effect on the Funds. For example, the derivative instruments could represent leveraged investments in the Funds, and the leveraged characteristics of such investments could make it more likely, due to events of default or otherwise, that there would be significant redemptions of interests from the Funds more quickly than might otherwise be the case. Goldman Sachs, acting in commercial capacities in connection with such derivative instruments, may in fact cause such a redemption. This may have an adverse effect on the investment management, flexibility and diversification strategies of the Funds and on the amount of fees, expenses and other costs incurred directly or indirectly for the account of the Funds. Similarly, Goldman Sachs (including its personnel or Client/GS Accounts) may invest in the Funds, may hedge its derivative positions by buying or selling shares of the Funds, and reserves the right to redeem some or all of its investments at any time. These investments and redemptions may be made without notice to the shareholders.

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Potential Conflicts in Connection with Investments in Goldman Sachs Money Market Funds
     To the extent permitted by applicable law, a Fund may invest all or some of its short term cash investments in any money market fund advised or managed by Goldman Sachs. In connection with any such investments, a Fund, to the extent permitted by the Act, will pay its share of all expenses (other than advisory and administrative fees) of a money market fund in which it invests which may result in a Fund bearing some additional expenses.
Goldman Sachs May In-Source or Outsource
     Subject to applicable law, Goldman Sachs, including the Investment Advisers, may from time to time and without notice to investors in-source or outsource certain processes or functions in connection with a variety of services that it provides to the Funds in its administrative or other capacities. Such in-sourcing or outsourcing may give rise to additional conflicts of interest.
Potential Conflicts That May Arise When Goldman Sachs Acts in a Capacity Other Than Investment Adviser to the Funds
     To the extent permitted by applicable law, the Funds may enter into transactions and invest in futures, securities, options, or other instruments in which Goldman Sachs serves as the counterparty. A Fund may also enter into cross transactions in which Goldman Sachs acts on behalf of the Fund and for the other party to the transaction. Goldman Sachs may have a potentially conflicting division of responsibilities to both parties to a cross transaction. For example, Goldman Sachs may represent both a Fund and another Client/GS Account in connection with the purchase of a security by the Fund, and Goldman Sachs may receive compensation or other payments from either or both parties, which could influence the decision of Goldman Sachs to cause the Fund to purchase such security. A Fund will only consider engaging in a principal or cross transaction with Goldman Sachs or its affiliates on behalf of a Client/GS Account to the extent permitted by applicable law.
     Goldman Sachs may act as broker, dealer, agent, lender or advisor or in other commercial capacities for the Funds, it is anticipated that the commissions, mark-ups, mark-downs, financial advisory fees, underwriting and placement fees, sales fees, financing and commitment fees, brokerage fees, other fees, compensation or profits, rates, terms and conditions charged by Goldman Sachs will be in its view commercially reasonable, although Goldman Sachs, including its sales personnel, will have an interest in obtaining fees and other amounts that are favorable to Goldman Sachs and such sales personnel.
     Subject to applicable law, Goldman Sachs (and its personnel and other distributors) will be entitled to retain fees and other amounts that it receives in connection with its service to the Funds as broker, dealer, agent, lender, advisor or in other commercial capacities and no accounting to the Funds or their shareholders will be required, and no fees or other compensation payable by the Funds or their shareholders will be reduced by reason of receipt by Goldman Sachs of any such fees or other amounts.
     When Goldman Sachs acts as broker, dealer, agent, advisor or in other commercial capacities in relation to the Funds, Goldman Sachs may take commercial steps in its own interests, which may have an adverse effect on the Funds.

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     The Funds will be required to establish business relationships with their counterparties based on their own credit standing. Goldman Sachs, including the Investment Advisers, will not have any obligation to allow its credit to be used in connection with the Funds’ establishment of their business relationships, nor is it expected that the Funds’ counterparties will rely on the credit of Goldman Sachs in evaluating the Funds’ creditworthiness.
Potential Conflicts in Connection with Brokerage Transactions and Proxy Voting
     Purchases and sales of securities for a Fund may be bunched or aggregated with orders for other Client/GS Accounts. The Investment Advisers and their affiliates, however, are not required to bunch or aggregate orders if portfolio management decisions for different accounts are made separately, or if they determine that bunching or aggregating is not required or is inconsistent with client direction.
     Prevailing trading activity frequently may make impossible the receipt of the same price or execution on the entire volume of securities purchased or sold. When this occurs, the various prices may be averaged, and the Funds will be charged or credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of the Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission equivalent rates in connection with a bunched or aggregated order.
     The Investment Advisers may select brokers (including, without limitation, affiliates of the Investment Advisers) that furnish the Investment Advisers, the Funds, other Client/GS Accounts or their affiliates or personnel, directly or through correspondent relationships, with research or other appropriate services which provide, in the Investment Advisers’ views, appropriate assistance to the Investment Advisers in the investment decision-making process (including with respect to futures, fixed-price offerings and over-the-counter transactions). Such research or other services may include, to the extent permitted by law, research reports on companies, industries and securities; economic and financial data; financial publications; proxy analysis; trade industry seminars; computer data bases; quotation equipment and services; and research-oriented computer hardware, software and other services and products. Research or other services obtained in this manner may be used in servicing any or all of the Funds and other Client/GS Accounts, including in connection with Client/GS Accounts other than those that pay commissions to the broker relating to the research or other service arrangements. Such products and services may disproportionately benefit other Client/GS Accounts relative to the Funds based on the amount of brokerage commissions paid by the Funds and such other Client/GS Accounts. For example, research or other services that are paid for through one client’s commissions may not be used in managing that client’s account. In addition, other Client/GS Accounts may receive the benefit, including disproportionate benefits, of economies of scale or price discounts in connection with products and services that may be provided to the Funds and to such other Client/GS Accounts.
     The Investment Advisers may endeavor to execute trades through brokers who, pursuant to such arrangements, provide research or other services in order to ensure the continued receipt of research or other services the Investment Advisers believes are useful in their investment decision-making processes.
     The Investment Advisers may from time to time choose not to engage in the above described “soft dollar arrangements” to varying degrees.

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     The Investment Advisers have adopted policies and procedures designed to prevent conflicts of interest from influencing proxy voting decisions that they make on behalf of advisory clients, including the Funds, and to help ensure that such decisions are made in accordance with the Investment Advisers’ fiduciary obligations to their clients. Nevertheless, notwithstanding such proxy voting policies and procedures, actual proxy voting decisions of the Investment Advisers may have the effect of favoring the interests of other clients or businesses of other divisions or units of Goldman Sachs and/or its affiliates provided that the Investment Advisers believe such voting decisions to be in accordance with its fiduciary obligations. For a more detailed discussion of these policies and procedures, see the section of this Additional Statement entitled “Proxy Voting.”
Potential Regulatory Restrictions on Investment Adviser Activity
     From time to time, the activities of a Fund may be restricted because of regulatory requirements applicable to Goldman Sachs and/or its internal policies designed to comply with, limit the applicability of, or otherwise relate to such requirements. A client not advised by Goldman Sachs would not be subject to some of those considerations. There may be periods when the Investment Advisers may not initiate or recommend certain types of transactions, or may otherwise restrict or limit its advice in certain securities or instruments issued by or related to companies for which Goldman Sachs is performing investment banking, market making or other services or has proprietary positions. For example, when Goldman Sachs is engaged in an underwriting or other distribution of securities of, or advisory services for, a company, the Funds may be prohibited from or limited in purchasing or selling securities of that company. Similar situations could arise if Goldman Sachs personnel serve as directors of companies the securities of which the Funds wish to purchase or sell. However, if permitted by applicable law, the Funds may purchase securities or instruments that are issued by such companies or are the subject of an underwriting, distribution, or advisory assignment by Goldman Sachs, or in cases in which Goldman Sachs personnel are directors or officers of the issuer.
     The investment activities of Goldman Sachs for its proprietary accounts and for other accounts may also limit the investment strategies and rights of the Funds. For example, in regulated industries, in certain emerging or international markets, in corporate and regulatory ownership definitions, and in certain futures and derivative transactions, there may be limits on the aggregate amount of investment by affiliated investors that may not be exceeded without the grant of a license or other regulatory or corporate consent or, if exceeded, may cause Goldman Sachs, the Funds or other Client/GS Accounts to suffer disadvantages or business restrictions. If certain aggregate ownership thresholds are reached or certain transactions undertaken, the ability of the Investment Advisers on behalf of clients (including the Funds) to purchase or dispose of investments, or exercise rights or undertake business transactions, may be restricted by regulation or otherwise impaired. As a result, the Investment Advisers on behalf of clients (including the Funds) may limit purchases, sell existing investments, or otherwise restrict or limit the exercise of rights (including voting rights) when the Investment Advisers, in their sole discretion, deem it appropriate in light of potential regulatory restrictions on ownership or other impairments resulting from reaching investment thresholds.
PORTFOLIO TRANSACTIONS AND BROKERAGE
     The Investment Advisers are responsible for decisions to buy and sell securities for the Funds, the selection of brokers and dealers to effect the transactions and the negotiation of brokerage commissions, if any. Purchases and sales of securities on a securities exchange are effected through brokers who charge a negotiated commission for their services. Increasingly, securities traded over-the-counter also involve the

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payment of negotiated brokerage commissions. Orders may be directed to any broker including, to the extent and in the manner permitted by applicable law, Goldman Sachs.
     In the over-the-counter market, most securities have historically traded on a “net” basis with dealers acting as principal for their own accounts without a stated commission, although the price of a security usually includes a profit to the dealer. In underwritten offerings, securities are purchased at a fixed price which includes an amount of compensation to the underwriter, generally referred to as the underwriter’s concession or discount. On occasion, certain money market instruments may be purchased directly from an issuer, in which case no commissions or discounts are paid.
     In placing orders for portfolio securities of a Fund, the Investment Advisers are generally required to give primary consideration to obtaining the most favorable execution and net price available. This means that an Investment Adviser will seek to execute each transaction at a price and commission, if any, which provides the most favorable total cost or proceeds reasonably attainable in the circumstances. As permitted by Section 28(e) of the Securities Exchange Act of 1934 (“Section 28(e)”), the Fund may pay a broker which provides brokerage and research services to the Fund an amount of disclosed commission in excess of the commission which another broker would have charged for effecting that transaction. Such practice is subject to a good faith determination that such commission is reasonable in light of the services provided and to such policies as the Trustees may adopt from time to time. While the Investment Advisers generally seek reasonably competitive spreads or commissions, a Fund will not necessarily be paying the lowest spread or commission available. Within the framework of this policy, the Investment Advisers will consider research and investment services provided by brokers or dealers who effect or are parties to portfolio transactions of a Fund, the Investment Advisers and their affiliates, or their other clients. Such research and investment services are those which brokerage houses customarily provide to institutional investors and include research reports on particular industries and companies; economic surveys and analyses; recommendations as to specific securities; research products including quotation equipment and computer related programs; advice concerning the value of securities, the advisability of investing in, purchasing or selling securities and the availability of securities or the purchasers or sellers of securities; analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and performance of accounts; services relating to effecting securities transactions and functions incidental thereto (such as clearance and settlement); and other lawful and appropriate assistance to the Investment Advisers in the performance of their decision-making responsibilities.
     Such services are used by the Investment Advisers in connection with all of their investment activities, and some of such services obtained in connection with the execution of transactions for a Fund may be used in managing other investment accounts. Conversely, brokers furnishing such services may be selected for the execution of transactions of such other accounts, whose aggregate assets may be larger than those of a Fund’s, and the services furnished by such brokers may be used by the Investment Advisers in providing management services for the Trust. On occasion, a broker-dealer might furnish an Investment Adviser with a service which has a mixed use (i.e., the service is used both for investment and brokerage activities and for other activities). Where this occurs, an Investment Adviser will reasonably allocate the cost of the service, so that the portion or specific component which assists in investment and brokerage activities is obtained using portfolio commissions from the Funds or other managed accounts, and the portion or specific component which provides other assistance (for example, administrative or non-research assistance) is paid for by an Investment Adviser from its own funds.
     On occasions when an Investment Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as its other customers (including any other fund or other investment company or advisory account for which such Investment Adviser acts as investment adviser or sub-

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investment adviser), the Investment Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased for the Fund with those to be sold or purchased for such other customers in order to obtain the best net price and most favorable execution under the circumstances. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Investment Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to such Fund and such other customers. In some instances, this procedure may adversely affect the price and size of the position obtainable for a Fund.
     Beginning January 1, 2005, certain Funds may participate in a commission recapture program. Under the program, participating broker-dealers will rebate a percentage of commissions earned as Fund portfolio transactions to the particular Fund from which they were generated. The rebated commissions are expected to be treated as realized capital gains of the Funds.
     Subject to the above considerations, the Investment Advisers may use Goldman Sachs or an affiliate as a broker for a Fund. In order for Goldman Sachs or an affiliate, acting as agent, to effect securities or futures transactions for a Fund, the commissions, fees or other remuneration received by Goldman Sachs or an affiliate must be reasonable and fair compared to the commissions, fees or other remuneration received by other brokers in connection with comparable transactions involving similar securities or futures contracts. Furthermore, the Trustees, including a majority of the Trustees who are not “interested” Trustees, have adopted procedures which are reasonably designed to provide that any commissions, fees or other remuneration paid to Goldman Sachs are consistent with the foregoing standard. Brokerage transactions with Goldman Sachs are also subject to such fiduciary standards as may be imposed upon Goldman Sachs by applicable law.
     Commission rates in the U.S. are established pursuant to negotiations with the broker based on the quality and quantity of execution services provided by the broker in the light of generally prevailing rates. For the fiscal years ended August 31, 2005, August 31, 2004 and August 31, 2003, each Fund in existence paid brokerage commissions as follows. The amount of brokerage commissions paid by a Fund may vary substantially from year to year because of differences in shareholder purchase and redemption activity, portfolio turnover rates and other factors.

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                            Amount of        
                            Transactions        
                            Effected through     Total Brokerage  
            Total Brokerage     Total Amount of     Brokers Providing     Commissions Paid  
    Total Brokerage     Commissions Paid to     Transactions on which     Proprietary     for Proprietary  
    Commissions Paid     Goldman Sachs 1     Commissions Paid 1     Research 2     Research 2  
Fiscal Year Ended August 31, 2005
                                       
Balanced Fund
  $ 184,291     $ 1,906 (1 %) 3   $ 205,232,801 (1 %) 4   $ 95,709,134     $ 114,096  
Growth and Income Fund
    1,051,866       26,644 (3 %) 3     981,652,146 (3 %) 4     675,715,921       807,700  
Structured Large Cap Value Fund
    47,841       11,896 (25 %) 3     162,483,723 (20 %) 4     0       0  
Structured U.S. Equity Fund
    36,988       0 (0 %) 3     116,860,314 (0 %) 4     0       0  
Structured Large Cap Growth Fund
    75,235       15,577 (21 %) 3     274,801,821 (13 %) 4     0       0  
Structured Small Cap Equity Fund
    109,276       9,168 (8 %) 3     211,811,356 (14 %) 4     0       0  
Structured International Equity Fund
    161,361       0 (0 %) 3     208,975,560 (0 %) 4     0       0  
Capital Growth Fund
    1,616,446       6,966 (0 %) 3     1,481,838,314 (1 %) 4     1,060,549,814       1,299,182  
Strategic Growth Fund
    279,329       7,670 (3 %) 3     295,693,279 (4 %) 4     147,629,410       180,120  
Growth Opportunities Fund
    2,534,149       76,239 (3 %) 3     2,363,381,317 (5 %) 4     1,298,255,913       1,750,129  
Small/Mid-Cap Growth Fund
    2,920       0 (0 %) 3     5,863,032 (0 %) 4     323,654       660  
Mid Cap Value Fund
    5,340,494       286,469 (5 %) 3     5,416,698,213 (8 %) 4     2,418,128,390       3,342,477  
Small Cap Value Fund
    3,251,167       18,976 (1 %) 3     1,592,414,930 (0 %) 4     930,806,684       2,321,298  
Large Cap Value Fund
    1,174,286       47,638 (4 %) 3     1,217,830,095 (7 %) 4     1,685,276,101       782,992  
International Equity Fund
    684,288       35,833 (5 %) 3     511,438,988 (5 %) 4     181,781,986       334,382  
European Equity Fund
    54,893       0 (0 %) 3     42,315,028 (0 %) 4     20,930,575       41,720  
Japanese Equity Fund
    132,796       2,346 (2 %) 3     73,176,568 (1 %) 4     71,884,226       129,081  
International Small Cap Fund
    333,240       36,072 (11 %) 3     157,626,926 (6 %) 4     122,243,024       279,133  
Emerging Markets Equity Fund
    510,243       0 (0 %) 3     244,249,147 (0 %) 4     169,500,536       473,535  
Asia Equity Fund
    374,054       11,989 (3 %) 3     119,479,066 (3 %) 4     109,106,673       359,965  
Research Select Fund
    327,107       7,562 (2 %) 3     305,683,798 (2 %) 4     220,454,882       261,090  
Concentrated Growth Fund
    143,557       20,570 (14 %) 3     139,576,081 (20 %) 4     99,245,783       119,629  
 
1   The figures in the table report brokerage commissions only from securities transactions. For the year ended August 31, 2005, Goldman Sachs earned approximately $19,100, $26,644, $25,700, $6,400, $26,700, $24,000, $68,800, $7,000, $7,700, $76,239, $0, $286,500, $19,000, $47,638, $40,600, $1,300, $2,700, $38,800, $1,300, $12,000, $7,600 and $20,600 in brokerage commissions from portfolio transactions, including futures transactions, executed on behalf of the Balanced, Growth and Income, Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Equity, Structured International Equity, Capital Growth, Strategic Growth, Growth Opportunities, Small/Mid-Cap Growth Fund, Mid Cap Value, Small Cap Value, Large Cap Value, International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity, Asia Equity, Research Select and Concentrated Growth Funds, respectively.
 
2   Beginning March 31, 2004, the Investment Advisers no longer participate in third party soft dollar arrangements whereby the Investment Advisers are provided third party research and/or investment services by brokerage houses executing transactions on behalf of the Funds. The information above reflects the full commission amounts paid to brokers that provide their own proprietary research to the Investment Advisers. Only a portion of such commission pays for research and the remainder of such commission is to compensate the broker for execution services, commitment of capital and other services related to the execution of brokerage transactions.
 
3   Percentage of total commissions paid to Goldman Sachs.
 
4   Percentage of total amount of transactions involving the payment of commissions effected through Goldman Sachs.

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            Total Brokerage        
            Commissions Paid to        
    Total Brokerage     Goldman     Total Amount of Transactions  
    Commissions Paid     Sachs 1     on which Commissions Paid 1  
Fiscal Year Ended August 31, 2004
                       
Balanced Fund
  $ 155,324     $ 8,651 (6 %) 2   $ 132,306,039 (3 %) 3
Growth and Income Fund
    1,034,426       82,904 (8 %) 2     822,891,462 (5 %) 3
Structured Large Cap Value Fund
    34,264       5,798 (17 %) 2     102,908,831 (25 %) 3
Structured U.S. Equity Fund
    32,549       89 (0 %) 2     82,190,074 (0 %) 3
Structured Large Cap Growth Fund
    53,956       3,634 (7 %) 2     136,230,491 (14 %) 3
Structured Small Cap Equity Fund
    80,983       2,829 (3 %) 2     142,225,115 (6 %) 3
Structured International Equity Fund
    35,554       - (0 %) 2     55,940,072 (0 %) 3
Capital Growth Fund
    2,262,421       -(0 %) 2     2,068,192,305 (0 %) 3
Strategic Growth Fund
    252,199       -(0 %) 2     174,317,936 (0 %) 3
Growth Opportunities Fund
    1,774,851       8,166 (0 %) 2     1,123,306,282 (0 %) 3
Mid Cap Value Fund
    3,312,046       98,319 (3 %) 2     2,244,983,127 (3 %) 3
Small Cap Value Fund
    3,129,487       94,109 (3 %) 2     1,711,677,310 (2 %) 3
Large Cap Value Fund
    896,603       92,085 (10 %) 2     610,054,482 (6 %) 3
International Equity Fund
    1,259,293       17,358 (1 %) 2     861,046,247 (1 %) 3
European Equity Fund
    49,574       -(0 %) 2     44,424,376 (0 %) 3
Japanese Equity Fund
    148,955       1,395 (1 %) 2     82,147,467 (1 %) 3
International Small Cap Fund
    279,842       18,602 (7 %) 2     140,655,258 (3 %) 3
Emerging Markets Equity Fund
    552,286       4,157 (1 %) 2     281,492,515 (0 %) 3
Asia Equity Fund
    334,438       9,531 (3 %) 2     140,180,931 (2 %) 3
Research Select Fund
    462,285       23,870 (5 %) 2     313,037,190 (2 %) 3
Concentrated Growth Fund
    130,387       7,170 (5 %) 2     82,126,595 (5 %) 3
 
1   The figures in the table report brokerage commissions only from securities transactions. For the year ended August 31, 2004, Goldman Sachs earned approximately $23,000, $83,000, $11,000, $5,000, $7,000, $10,000, $29,000, $0, $0, $8,000, $98,000, $94,000, $92,000, $67,000, $2,000, $6,000, $20,000, $8,000, $10,000, $24,000 and $7,000 in brokerage commissions from portfolio transactions, including futures transactions, executed on behalf of the Balanced, Growth and Income, Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Equity, Structured International Equity, Capital Growth, Strategic Growth, Growth Opportunities, Mid Cap Value, Small Cap Value, Large Cap Value, International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity, Asia Equity, Research Select and Concentrated Growth Funds, respectively.
 
2   Percentage of total commissions paid to Goldman Sachs.
 
3   Percentage of total amount of transactions involving the payment of commissions effected through Goldman Sachs.

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            Total Brokerage     Total Amount of  
            Commissions Paid to     Transactions on  
    Total Brokerage     Goldman     which Commissions  
    Commissions Paid     Sachs 1     Paid 1  
Fiscal Year Ended August 31, 2003
                       
Balanced Fund
  $ 151,614     $ 1,392     $ 96,283,123  
Growth and Income Fund
    829,406       3,723       511,293,053  
Structured Large Cap Value Fund
    60,717       31,986       95,432,873  
Structured U.S. Equity Fund
    23,204             63,305,128  
Structured Growth Fund
    96,165             145,350,971  
Structured Equity Fund
    82,269       8,772       72,823,996  
Structured International Equity Fund
    47,618             79,413,411  
Capital Growth Fund
    1,371,339       13,535       830,235,312  
Strategic Growth Fund
    158,358             100,091,154  
Growth Opportunities Fund
    1,712,135       22,100       822,480,438  
Mid Cap Value Fund
    2,461,470       28,245       1,429,263,240  
Small Cap Value Fund
    2,478,488       66,449       836,267,483  
Large Cap Value Fund
    751,071       5,675       475,727,982  
International Equity Fund
    1,053,735       3,332       824,284,490  
European Equity Fund
    83,233             94,234,549  
Japanese Equity Fund
    65,699       555       38,273,389  
International Small Cap Fund
    306,873       6,083       155,599,357  
Emerging Markets Equity Fund
    400,365       15,267       143,327,492  
Asia Equity Fund
    217,830       16,270       152,591,401  
Research Select Fund
    1,335,336       851,409       833,602,229  
Concentrated Growth Fund 2
    155,720       5,353       83,006,291  
 
1   The figures in the table report brokerage commissions only from securities transactions. For the year ended August 31, 2003, Goldman Sachs earned approximately $21,000, $4,000, $38,000, $7,000, $5,000, $14,000, $86,000, $14,000, $0, $22,000, $28,000, $66,000, $6,000, $211,000, $13,000, $4,000, $25,000, $22,000, $16,000, $852,000 and $5,000 in brokerage commissions from portfolio transactions, including futures transactions, executed on behalf of the Balanced, Growth and Income, Structured Large Cap Value, Structured U.S. Equity, Structured Large Cap Growth, Structured Small Cap Equity, Structured International Equity, Capital Growth, Strategic Growth, Growth Opportunities, Mid Cap Value, Small Cap Value, Large Cap Value, International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity, Asia Equity, Research Select and Concentrated Growth Funds, respectively.
 
2   The Concentrated Growth Fund commenced operations on September 3, 2002.

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     During the fiscal year ended August 31, 2005, the Funds’ regular broker-dealers, as defined in Rule 10b-1 under the Act, were Merrill Lynch & Co., Goldman Sachs & Co., SoundView, Spear, Leeds Kellogg, UBS Warburg Dillon Reed AG, Credit Suisse First Boston, Citigroup Salomon Smith Barney, Lehman Brothers Inc., Morgan Stanley, J.P. Morgan Chase & Co., Deutsche Bank Securities, Inc., and Bear Stearns & Co.
     As of August 31, 2005, the Funds held the following amounts of securities of their regular broker-dealers, as defined in Rule 10b-1 under the Act, or their parents ($ in thousands).
                     
 
  Fund     Broker/Dealer     Amount  
 
Balanced Fund
    Bank of America Securities     $ 2,943    
 
 
    Citigroup       3,160    
 
 
    J.P. Morgan Chase & Co.       2,570    
 
 
    Merrill Lynch & Co., Inc.       464    
 
 
    Morgan Stanley       1,224    
 
 
    Citigroup       280    
 
 
    Credit Suisse First Boston       2,108    
 
 
                 
 
Growth and Income Fund
    Citigroup       46,020    
 
 
    Bank of America Securities       46,746    
 
 
    Morgan Stanley       12,377    
 
 
    Lehman Brothers       8,527    
 
 
                 
 
Structured Large Cap Value Fund
    Bank of America Securities       25,056    
 
 
    Citigroup       12,159    
 
 
    Merrill Lynch       13,936    
 
 
                 
 
Structured U.S. Equity Fund
    Bank of America Corp       27,823    
 
 
                 
 
Structured Large Cap Growth Fund
    Bank of America Corp       8,008    
 
 
                 
 
Structured Small Cap Equity Fund
    n/a          
 
 
                 
 
Structured International Equity Fund
    n/a          
 
 
                 
 
Capital Growth Fund
    Citigroup       7,029    
 
 
    J.P. Morgan Chase & Co.       17,739    
 
 
    Morgan Stanley       14,172    
 
 
    Merrill Lynch       14,599    
 
 
                 
 
Strategic Growth Fund
    n/a          
 
 
                 
 
Growth Opportunities Fund
    n/a          
 
 
                 
 
Small/Mid-Cap Growth Fund
    n/a          
 
 
                 
 
Mid Cap Value Fund
    The Bear Stearns Co., Inc.       17,310    
 
 
                 
 
Small Cap Value Fund
    n/a          
 
 
                 
 
Large Cap Value Fund
    Citigroup       42,848    
 
 
    Bank of America Securities       36,651    
 
 
    Lehman Brothers       14,188    
 
 
    Morgan Stanley       10,896    
 
 
                 
 
International Equity Fund
    n/a          
 
 
                 
 
European Equity Fund
    n/a          
 

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  Fund     Broker/Dealer     Amount  
 
Japanese Equity Fund
    n/a          
 
 
                 
 
International Small Cap Fund
    n/a          
 
 
                 
 
Emerging Markets Equity Fund
    n/a          
 
 
                 
 
Asia Equity Fund
    n/a          
 
 
                 
 
Research Select Fund
    Bank of America Corp     $ 5,002    
 
 
    Citigroup, Inc.     $ 6,920    
 
 
                 
 
Concentrated Growth
    n/a          
 
NET ASSET VALUE
     In accordance with procedures adopted by the Trustees, the net asset value per share of each class of each Fund is calculated by determining the value of the net assets attributed to each class of that Fund and dividing by the number of outstanding shares of that class. All securities are valued on each Business Day as of the close of regular trading on the New York Stock Exchange (normally, but not always, 4:00 p.m. New York time) or such later time as the New York Stock Exchange or NASDAQ market may officially close. The term “Business Day” means any day the New York Stock Exchange is open for trading, which is Monday through Friday except for holidays. The New York Stock Exchange is closed on the following holidays: New Year’s Day (observed), Martin Luther King, Jr. Day, Washington’s Birthday (observed), Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas.
     The time at which transactions and shares are priced and the time by which orders must be received may be changed in case of an emergency or if regular trading on the New York Stock Exchange is stopped at a time other than 4:00 p.m. New York Time. The Trust reserves the right to reprocess purchase, redemption and exchange transactions that were initially processed at a net asset value other than the Fund’s official closing net asset value that is subsequently adjusted, and to recover amounts from (or distribute amounts to) shareholders based on the official closing net asset value. The Trust reserves the right to advance the time by which purchase and redemption orders must be received for same business day credit as otherwise permitted by the SEC. In addition, each Fund may compute its net asset value as of any time permitted pursuant to any exemption, order or statement of the SEC or its staff.
     Portfolio securities of a Fund for which accurate market quotations are available are valued as follows: (i) securities listed on any U.S. or foreign stock exchange or on the National Association of Securities Dealers Automated Quotations System (“NASDAQ”) will be valued at the last sale price or the official closing price on the exchange or system in which they are principally traded on the valuation date. If there is no sale on the valuation day, securities traded will be valued at the closing bid price, or if a closing bid price is not available, at either the exchange or system-defined close price on the exchange or system in which such securities are principally traded. If the relevant exchange or system has not closed by the above-mentioned time for determining a Fund’s net asset value, the securities will be valued at the last sale price or official closing price, or if not available at the bid price at the time the net asset value is determined; (ii) over-the-counter securities not quoted on NASDAQ will be valued at the last sale price on the valuation day or, if no sale occurs, at the last bid price at the time net asset value is determined; (iii) equity securities for which no prices are obtained under sections (i) or (ii) including those for which a pricing service supplies no exchange quotation or a quotation that is believed by the portfolio

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manager/trader to be inaccurate, will be valued at their fair value in accordance with procedures approved by the Board of Trustees; (iv) fixed-income securities with a remaining maturity of 60 days or more for which accurate market quotations are readily available will normally be valued according to dealer-supplied bid quotations or bid quotations from a recognized pricing service (e.g., Interactive Data Corp., Merrill Lynch, J.J. Kenny, Muller Data Corp., Bloomberg, EJV, Reuters or Standard & Poor’s); (v) fixed-income securities for which accurate market quotations are not readily available are valued by the Investment Advisers based on valuation models that take into account spread and daily yield changes on government securities in the appropriate market (i.e., matrix pricing); (vi) debt securities with a remaining maturity of 60 days or less are valued by the Investment Adviser at amortized cost, which the Trustees have determined to approximate fair value; and (vii) all other instruments, including those for which a pricing service supplies no exchange quotation or a quotation that is believed by the portfolio manager/trader to be inaccurate, will be valued in accordance with the valuation procedures approved by the Board of Trustees.
     The value of all assets and liabilities expressed in foreign currencies will be converted into U.S. dollar values at current exchange rates of such currencies against U.S. dollars last quoted by any major bank. If such quotations are not available, the rate of exchange will be determined in good faith by or under procedures established by the Board of Trustees.
     Generally, trading in securities on European, Asian and Far Eastern securities exchanges and on over-the-counter markets in these regions is substantially completed at various times prior to the close of business on each Business Day in New York (i.e., a day on which the New York Stock Exchange is open for trading). In addition, European, Asian or Far Eastern securities trading generally or in a particular country or countries may not take place on all Business Days in New York. Furthermore, trading takes place in various foreign markets on days which are not Business Days in New York and days on which the Funds’ net asset values are not calculated. Such calculation does not take place contemporaneously with the determination of the prices of the majority of the portfolio securities used in such calculation. For Funds that invest a significant portion of assets in foreign equity securities, “Fair value” prices are provided by an independent fair value service. Fair value prices are used because many foreign markets operate at times that do not coincide with those of the major U.S. markets. Events that could affect the values of foreign portfolio holdings may occur between the close of the foreign market and the time of determining the NAV, and would not otherwise be reflected in the NAV. If the independent fair value service does not provide a fair value for a particular security or if the value does not meet the established criteria for the Funds, the most recent closing price for such a security on its principal exchange will generally be its fair value on such date.
     The proceeds received by each Fund and each other series of the Trust from the issue or sale of its shares, and all net investment income, realized and unrealized gain and proceeds thereof, subject only to the rights of creditors, will be specifically allocated to such Fund or particular series and constitute the underlying assets of that Fund or series. The underlying assets of each Fund will be segregated on the books of account, and will be charged with the liabilities in respect of such Fund and with a share of the general liabilities of the Trust. Expenses of the Trust with respect to the Funds and the other series of the Trust are generally allocated in proportion to the net asset values of the respective Funds or series except where allocations of expenses can otherwise be fairly made.
     The Trust has adopted a policy to handle certain NAV related errors occurring in the operation of the Funds, and under certain circumstances neither the Funds nor shareholders who purchase or sell

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shares during periods that errors accrue or occur may be recompensed in connection with the resolution of the error.
PERFORMANCE INFORMATION
     Each Fund may from time to time quote or otherwise use yield and total return information in advertisements, shareholder reports or sales literature. Average annual total return and yield are computed pursuant to formulas specified by the SEC.
     Thirty-day yield is derived by dividing net investment income earned during the period by the product of the average daily number of shares outstanding and entitled to receive dividends during the period and the maximum public offering price per share on the last day of such period. The results are compounded on a bond equivalent (semi-annual) basis and then annualized by assuming that yield is realized each month for twelve months and is reinvested every six months. Net investment income per share is equal to the dividends and interest earned during the period, reduced by accrued expenses for the period. The calculation of net investment income for these purposes may differ from the net investment income determined for accounting purposes.
     Distribution rate for a specified period is calculated by annualizing distributions of net investment income for such period and dividing this amount by the net asset value per share or maximum public offering price on the last day of the period.
     Year-by-year total return and cumulative total return for a specified period are each derived by calculating the percentage rate required to make a $1,000 investment (made at the maximum public offering price with all distributions reinvested) at the beginning of such period equal to the actual total value of such investment at the end of such period.
     Average annual total return (Before Taxes) for a specified period is derived by calculating the actual dollar amount of the investment return on a $1,000 investment made at the maximum public offering price applicable to the relevant class at the beginning of the period, and then calculating the annual compounded rate of return which would produce that amount, assuming a redemption at the end of the period. This calculation assumes a complete redemption of the investment. It also assumes that all dividends and distributions are reinvested at net asset value on the reinvestment dates during the period.
     Average annual total return (After Taxes on Distributions) for a specified period is derived by calculating the actual dollar amount of the investment return on a $1,000 investment made at the maximum public offering price applicable to the relevant class at the beginning of the period, and then calculating the annual compounded rate of return (after federal income taxes on distributions but not redemptions) which would produce that amount, assuming a redemption at the end of the period. This calculation assumes a complete redemption of the investment but further assumes that the redemption has no federal income tax consequences. This calculation also assumes that all dividends and distributions, less the federal income taxes due on such distributions, are reinvested at net asset value on the reinvestment dates during the period. In calculating the impact of federal income taxes due on distributions, the federal income tax rates used correspond to the tax character of each component of the distributions (e.g., ordinary income rate for ordinary income distributions, short-term capital gain rate for short-term capital gain distributions and long-term capital gain rate for long-term capital gain distributions). The highest individual marginal federal income tax rate in effect on the reinvestment date is applied to each component of the distributions on the reinvestment date. These tax rates may

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vary over the measurement period. The effect of applicable tax credits, such as the foreign tax credit, is also taken into account in accordance with federal tax law. The calculation disregards (i) the effect of phase-outs of certain exemptions, deductions and credits at various income levels, (ii) the impact of the federal alternative minimum tax and (iii) the potential tax liabilities other than federal tax liabilities (e.g., state and local taxes).
     Average annual total return (After Taxes on Distributions and Redemptions) for a specified period is derived by calculating the actual dollar amount of the investment return on a $1,000 investment made at the maximum public offering price applicable to the relevant class at the beginning of the period, and then calculating the annual compounded rate of return (after federal income taxes on distributions and redemptions) which would produce that amount, assuming a redemption at the end of the period. This calculation assumes a complete redemption of the investment. This calculation also assumes that all dividends and distributions, less the federal income taxes due on such distributions, are reinvested at net asset value on the reinvestment dates during the period. In calculating the federal income taxes due on distributions, the federal income tax rates used correspond to the tax character of each component of the distributions (e.g., ordinary income rate for ordinary income distributions, short-term capital gain rate for short-term capital gain distributions and long-term capital gain rate for long-term capital gain distributions). The highest individual marginal federal income tax rate in effect on the reinvestment date is applied to each component of the distributions on the reinvestment date. These tax rates may vary over the measurement period. The effect of applicable tax credits, such as the foreign tax credit, is taken into account in accordance with federal tax law. The calculation disregards the (i) effect of phase-outs of certain exemptions, deductions and credits at various income levels, (ii) the impact of the federal alternative minimum tax and (iii) the potential tax liabilities other than federal tax liabilities (e.g., state and local taxes). In calculating the federal income taxes due on redemptions, capital gains taxes resulting from a redemption are subtracted from the redemption proceeds and the tax benefits from capital losses resulting from the redemption are added to the redemption proceeds. The highest federal individual capital gains tax rate in effect on the redemption date is used in such calculation. The federal income tax rates used correspond to the tax character of any gains or losses (e.g., short-term or long-term). When the return after taxes on distributions and redemption of shares is higher than returns after taxes on distributions, it is because of realized losses. If realized losses occur upon the sale of shares, capital loss is recorded as a tax benefit which increases returns.
     Total return calculations for Class A Shares reflect the effect of paying the maximum initial sales charge. Investment at a lower sales charge would result in higher performance figures. Total return calculations for Class B and Class C Shares reflect deduction of the applicable contingent deferred sales charge (“CDSC”) imposed upon redemption of Class B and Class C Shares held for the applicable period. Each Fund may also from time to time advertise total return on a cumulative, average, year-by-year or other basis for various specified periods by means of quotations, charts, graphs or schedules. In addition, each Fund may furnish total return calculations based on investments at various sales charge levels or at net asset value. An after-tax total return for a Fund may be calculated by taking its total return and subtracting applicable federal taxes from the portions of a Fund’s total return attributable to capital gain and ordinary income distributions. This after-tax total return may be compared to that of other mutual funds with similar investment objectives as reported by independent sources. Any performance information which is based on a Fund’s net asset value per Share would be reduced if any applicable sales charge were taken into account. In addition to the above, each Fund may from time to time advertise its performance relative to certain averages, performance rankings, indices, other information prepared by recognized mutual fund statistical services and investments for which reliable performance information is available. The Funds’

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performance quotations do not reflect any fees charged by an Authorized Dealer, Service Organization or other financial intermediary to its customer accounts in connection with investments in the Funds.
     Each Fund’s performance will fluctuate, unlike bank deposits or other investments which pay a fixed yield for a stated period of time. Past performance is not necessarily indicative of future return. Actual performance will depend on such variables as portfolio quality, the type of portfolio instruments acquired, portfolio expenses and other factors. Performance is one basis investors may use to analyze a Fund as compared to other funds and other investment vehicles. However, the performance of other funds and other investment vehicles may not be comparable because of the foregoing variables, and differences in the methods used in valuing their portfolio instruments, computing net asset value and determining performance.
     Occasionally, statistics may be used to specify Fund volatility or risk. Measures of volatility or risk are generally used to compare a Fund’s net asset value or performance relative to a market index. One measure of volatility is beta. Beta is the volatility of a Fund relative to the total market. A beta of more than 1.00 indicates volatility greater than the market, and a beta of less than 1.00 indicates volatility less than the market. Another measure of volatility or risk is standard deviation. Standard deviation is used to measure variability of net asset value or total return around an average, over a specified period of time. The premise is that greater volatility connotes greater risk undertaken in achieving performance.
     The Structured Large Cap Growth Fund commenced operations on May 1, 1997. The performance information for periods before that date is for a predecessor separate account managed by the Investment Adviser which converted into Class A Shares as of the commencement date. The performance record of the separate account quoted by the Fund has been adjusted downward based on the expenses applicable to Class A Shares (the class into which the separate account transferred) to reflect the expenses that were expected to be incurred by the Fund during its initial year of operation. These expenses include any sales charges and asset-based charges ( i.e. , fees under Distribution and Service Plans) imposed and other operating expenses. Total return quotations are calculated pursuant to the methodology prescribed by the SEC for standardized performance calculations. Prior to May 1, 1997, the separate account was a separate investment advisory account under discretionary management by the Investment Adviser and had substantially similar investment objectives, policies and strategies as the Fund. Unlike the Fund, the separate account was not registered as an investment company under the Act and therefore was not subject to certain investment restrictions and operational requirements that are imposed on investment companies by the Act. If the separate account had been registered as an investment company under the Act, the separate account’s performance may have been adversely affected by such restrictions and requirements. On May 1, 1997, the separate account transferred a portion of its assets to the Fund in exchange for Fund shares. The performance record of each other class has been linked to the performance of the separate account (based on Class A expenses) and the Class A performance for any periods prior to commencement of operations of a class of shares.
     The Service Shares of the Balanced, Capital Growth, Small Cap Value, Growth and Income, Structured U.S. Equity, Structured Large Cap Growth and International Equity Funds commenced operations on August 15, 1997, August 15, 1997, August 15, 1997, March 6, 1996, June 7, 1996, May 1, 1997 and March 6, 1996, respectively. The Service Shares of these Funds had no operating or performance history prior thereto. However, in accordance with interpretive positions expressed by the staff of the SEC, each of these Funds has adopted the performance records of its respective Class A Shares from that class’s inception date (October 12, 1994, April 20, 1990, October 22, 1992, February 5, 1993, May 24, 1991, November 11, 1991 and December 1, 1992 respectively) to the inception dates of Service Shares stated above. Quotations of performance data of these Funds relating to this period include the

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performance record of the applicable Class A Shares (excluding the impact of any applicable front-end sales charge). The performance records of the applicable Class A Shares reflect the expenses incurred by the particular Fund’s Class A Shares. These expenses include asset-based charges (i.e., fees under Distribution and Service Plans) and other operating expenses. Total return quotations are calculated pursuant to SEC-approved methodology.
     A Fund’s performance data will be based on historical results and will not be intended to indicate future performance. A Fund’s total return, yield and distribution rate will vary based on market conditions, portfolio expenses, portfolio investments and other factors. In addition to the Investment Adviser’s decisions regarding issuer/industry/country investment selection and allocation, other factors may affect Fund performance. These factors include, but are not limited to, Fund operating fees and expenses, portfolio turnover, and subscription and redemption cash flows affecting a Fund. The value of a Fund’s shares will fluctuate and an investor’s shares may be worth more or less than their original cost upon redemption. Performance may reflect expense limitations in effect. In their absence, performance would be reduced. The Trust may also, at its discretion, from time to time make a list of a Fund’s holdings available to investors upon request.
     Total return will be calculated separately for each class of shares in existence. Because each class of shares is subject to different expenses, total return with respect to each class of shares of a Fund will differ.
SHARES OF THE TRUST
     The Funds, except the Structured Large Cap Value, Structured Large Cap Growth, Structured Small Cap Equity, Structured International Equity, Strategic Growth, Growth Opportunities, Small/Mid-Cap Growth Fund, Large Cap Value, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity, Research Select and Concentrated Growth Funds, were reorganized on April 30, 1997 from series of a Maryland corporation to part of Goldman Sachs Trust, a Delaware statutory trust, established by a Declaration of Trust dated January 28, 1997.
     The Trustees have authority under the Trust’s Declaration of Trust to create and classify shares of beneficial interest in separate series, without further action by shareholders. The Trustees also have authority to classify and reclassify any series of shares into one or more classes of shares. As of the date of this Additional Statement, the Trustees have classified the shares of each of the Funds into five classes: Institutional Shares, Service Shares, Class A Shares, Class B Shares and Class C Shares. Additional series and classes may be added in the future.
     Each Institutional Share, Service Share, Class A Share, Class B Share and Class C Share of a Fund represents a proportionate interest in the assets belonging to the applicable class of the Fund. All expenses of a Fund are borne at the same rate by each class of shares, except that fees under Service and Shareholder Administration Plans are borne exclusively by Service Shares, fees under Distribution and Service Plans are borne exclusively by Class A, Class B or Class C Shares and transfer agency fees and expenses are borne at different rates by different share classes. The Trustees may determine in the future that it is appropriate to allocate other expenses differently among classes of shares and may do so to the extent consistent with the rules of the SEC and positions of the Internal Revenue Service. Each class of shares may have different minimum investment requirements and be entitled to different shareholder services. With limited exceptions, shares of a class may only be exchanged for shares of the same or an equivalent class of another fund. See “Shareholder Guide” in the Prospectus and “Other Information Regarding Maximum Sales Charge, Purchases, Redemptions, Exchanges and Dividends” below. In

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addition, the fees and expenses set forth below for each class may be subject to voluntary fee waivers or reimbursements, as discussed more fully in the Funds’ Prospectuses.
     Institutional Shares may be purchased at net asset value without a sales charge for accounts in the name of an investor or institution that is not compensated by a Fund under a Plan for services provided to the institution’s customers.
     Service Shares may be purchased at net asset value without a sales charge for accounts held in the name of an institution that, directly or indirectly, provides certain shareholder administration services and shareholder liaison services to its customers, including maintenance of account records and processing orders to purchase, redeem and exchange Service Shares. Service Shares bear the cost of service fees and shareholder administration fees at the annual rate of up to 0.25% and 0.25%, respectively, of the average daily net assets of the Fund attributable to Service Shares.
     Class A Shares are sold, with an initial sales charge of up to 5.5%, through brokers and dealers who are members of the National Association of Securities Dealers, Inc. (the “NASD”) and certain other financial service firms that have sales agreements with Goldman Sachs. Class A Shares bear the cost of distribution and service fees at the aggregate rate of up to 0.25% of the average daily net assets of such Class A Shares. With respect to Class A Shares, the Distributor at its discretion may use compensation for distribution services paid under the Distribution and Services Plan for personal and account maintenance services and expenses so long as such total compensation under the Plan does not exceed the maximum cap on “service fees” imposed by the NASD.
     Class B Shares of the Funds are sold subject to a CDSC of up to 5.0% through brokers and dealers who are members of the NASD and certain other financial services firms that have sales arrangements with Goldman Sachs. Class B Shares bear the cost of distribution (Rule 12b-1) fees at the aggregate rate of up to 0.75% of the average daily net assets attributable to Class B Shares. Class B Shares also bear the cost of service fees at an annual rate of up to 0.25% of the average daily net assets attributable to Class B Shares.
     Class C Shares of the Funds are sold subject to a CDSC of up to 1.0% through brokers and dealers who are members of the NASD and certain other financial services firms that have sales arrangements with Goldman Sachs. Class C Shares bear the cost of distribution (Rule 12b-1) fees at the aggregate rate of up to 0.75% of the average daily net assets attributable to Class C Shares. Class C Shares also bear the cost of service fees at an annual rate of up to 0.25% of the average daily net assets attributable to Class C Shares.
     It is possible that an institution or its affiliate may offer different classes of shares ( i.e. , Institutional, Service, Class A Shares, Class B Shares and Class C Shares) to its customers and thus receive different compensation with respect to different classes of shares of each Fund. Dividends paid by each Fund, if any, with respect to each class of shares will be calculated in the same manner, at the same time on the same day and will be the same amount, except for differences caused by the fact that the respective transfer agency and Plan fees relating to a particular class will be borne exclusively by that class. Similarly, the net asset value per share may differ depending upon the class of shares purchased.
     Certain aspects of the shares may be altered after advance notice to shareholders if it is deemed necessary in order to satisfy certain tax regulatory requirements.

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     When issued for the consideration described in the Funds’ Prospectuses, shares are fully paid and non-assessable. The Trustees may, however, cause shareholders, or shareholders of a particular series or class, to pay certain custodian, transfer agency, servicing or similar charges by setting off the same against declared but unpaid dividends or by reducing share ownership (or by both means). In the event of liquidation, shareholders are entitled to share pro rata in the net assets of the applicable class of the relevant Fund available for distribution to such shareholders. All shares are freely transferable and have no preemptive, subscription or conversion rights. The Trustees may require Shareholders to redeem Shares for any reason under terms set by the Trustees.
     As of November 30, 2005, the following entities owned of record or beneficially more than 5% of the outstanding shares of the Balanced Fund: Class A Shares, Edward Jones & Co., 201 Progress Parkway, Maryland Heights, MO 63043-3009 (62%); Class B Shares, Edward Jones & Co., 201 Progress Parkway, Maryland Heights, MO 63043-3009 (6%).
     As of November 30, 2005, the following entity owned of record or beneficially more than 5% of the outstanding shares of the Growth and Income Fund: Class A Shares, Edward Jones & Co., 201 Progress Parkway, Maryland Heights, MO 63043-3009 (73%).
     As of November 30, 2005, the following entities owned of record or beneficially more than 5% of the outstanding shares of the Structured Large Cap Value Fund: Institutional Class Shares, State Street Bank & Trust Co., for the benefit of Goldman Sachs Aggressive Growth, Omnibus a/c CORE Large Cap Value Fund, P.O. Box 1713, Boston, MA 02105-1713 (8%); Institutional Class Shares, State Street Bank & Trust Co., for the benefit of Goldman Sachs Growth Strategy, Omnibus a/c Structured Large Cap Value Fund, P.O. Box 1713, Boston, MA 02105-1713 (22%); Institutional Class Shares, State Street Bank & Trust Co., for the benefit of Goldman Sachs Growth & Income Strategy, Omnibus a/c Structured Large Cap Value Fund, P.O. Box 1713, Boston, MA 02105-1713 (26%); Class A Shares, IMS & Co., for the exclusive benefit of various IMS customers, P.O. Box 173877, Denver, CO 80217-3877 (10%); Institutional Class Shares, State Street Bank & Trust Co., for the benefit of Goldman Sachs Balanced Strategy, Omnibus a/c Structured Large Cap Value Fund, P.O. Box 1713, Boston, MA 02105-1713 (8%).
     As of November 30, 2005, the following entities owned of record or beneficially more than 5% of the outstanding shares of the Structured U.S. Equity Fund: Institutional Class Shares, CENCO, c/o Compass Bank, attn: AMG 7 th Fl., P.O. Box 10566, Birmingham, AL 35296-0566 (7%); Institutional Class Shares, State Street Bank & Trust, Goldman Sachs Profit Sharing Master Trust, P.O. Box 1992, Boston, MA 02105-1992 (12%); Class A Shares, Edward Jones & Co., 201 Progress Parkway, Maryland Heights, MO 63043-3009 (18%).
     As of November 30, 2005, the following entities owned of record or beneficially more than 5% of the outstanding shares of the Structured Large Cap Growth Fund: Class A Shares, IMS & Co., for the exclusive benefit of customers, P.O. Box 173877, Denver, CO 80217-3877 (9%); Institutional Class Shares, State Street Bank & Trust Co., for the benefit of Goldman Sachs Aggressive Growth, Omnibus a/c Structured Large Cap Growth Fund, P.O. Box 1713, Boston, MA 02105-1713 (7%); Institutional Class Shares, State Street Bank & Trust Co., for the benefit of Goldman Sachs Growth Strategy, Omnibus a/c Structured Large Cap Growth Fund, P.O. Box 1713, Boston, MA 02105-1713 (19%); Institutional Class Shares, State Street Bank & Trust Co., for the benefit of Goldman Sachs Growth & Income Strategy, Omnibus a/c Structured Large Cap Growth Fund, P.O. Box 1713, Boston, MA 02105-1713 (21%); Institutional Class Shares, State Street Bank & Trust Co., for the benefit of

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Goldman Sachs Balanced Strategy, Omnibus a/c Structured Large Cap Growth Fund, P.O. Box 1713, Boston, MA 02105-1713 (6%).
     As of November 30, 2005, the following entities owned of record or beneficially more than 5% of the outstanding shares of the Structured Small Cap Equity Fund: Institutional Class Shares, Mercer Trust Company, for the benefit of Thomson 401k Savings Plan, One Investors Way N-7-E, Norwood, MA 02062-1599 (6%); Institutional Class Shares, Fidelity Investments Institutional Operations Co., Inc., as agents for certain employee benefits plans, 100 Magellan Way, Covington, KY 41015-1999 (20%); Institutional Class Shares, State Street Bank & Trust, Goldman Sachs Profit Sharing Master Trust, Josiah Quincy Building 5N, 200 Newport Avenue, North Quincy, MA 02171-2102 (7%).
     As of November 30, 2005, the following entities owned of record or beneficially more than 5% of the outstanding shares of the Structured International Equity Fund: Institutional Class Shares, State Street Bank and Trust Co., for the benefit of Goldman Sachs Aggressive Growth, Omnibus a/c CORE International Equity Fund, P.O. Box 1713, Boston, MA 02105-1713 (7%); Institutional Class Shares, State Street Bank and Trust Co., for the benefit of Goldman Sachs Growth Strategy, Omnibus a/c Structured International Equity Fund, P.O. Box 1713, Boston, MA 02105-1713 (14%); Institutional Class Shares, State Street Bank and Trust Co., for the benefit of Goldman Sachs Growth & Income Strategy, Omnibus a/c Structured International Equity Fund, P.O. Box 1713, Boston, MA 02105-1713 (15%); Class A Shares, IMS & Co., for the exclusive benefit of various IMS customers, P.O. Box 173877, Denver, CO 80217-3877 (7%).
     As of November 30, 2005, the following entity owned of record or beneficially more than 5% of the outstanding shares of the Capital Growth Fund: Class A Shares, Edward Jones & Co., 201 Progress Parkway, Maryland Heights, MO 63043-3009 (18%).
     As of November 30, 2005, the following entities owned of record or beneficially more than 5% of the outstanding shares of the Strategic Growth Fund: Institutional Class Shares, SEI Trust Company, c/o CBWM, One Freedom Valley Drive, Oaks, PA 19456 (7%); Institutional Class Shares, Vanguard Fiduciary Trust Company, Goldman Sachs Funds, P.O. Box 2600, Valley Forge, PA 19482-2600 (8%); Institutional Class Shares, The Northern Trust Company, for the benefit of certain retirement savings plan, P.O. Box 92956, Chicago, IL 60675-2977 (6%); Institutional Class Shares, Charles Schwab & Co. Inc., special custody account for the benefit of customers, 9601 E. Panorama Circle, Mailstop DEN2-02-52, Englewood, CO 80112-3441 (6%).
     As of November 30, 2005, the following entities owned of record or beneficially more than 5% of the outstanding shares of the Growth Opportunities Fund: Nationwide Trust Co., for the benefit of Institutional Class Shares, Deseret Mutual Savings Plans, 98 San Jacinto Blvd., Ste. 1100, Austin, TX 78701-4255 (5%); Class A Shares, Edward Jones & Co., 201 Progress Parkway, Maryland Heights, MO 63043-3009 (6%).
     As of November 30, 2005, the following entities owned of record or beneficially more than 5% of the outstanding shares of the Small/Mid-Cap Growth Fund: Class A Shares, Edward Jones & Co., 201 Progress Parkway, Maryland Heights, MO 63043-3009 (14%); Institutional Class Shares, Goldman Sachs Seed Account, 701 Mount Lucas Road, Princeton, NJ 08540-1911 (61%).
     As of November 30, 2005, the following entities owned of record or beneficially more than 5% of the outstanding shares of the Mid Cap Value Fund: Institutional Class Shares, Fidelity Investments

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Institutional Operations Co., Inc., as agent for certain employee benefits plans, 100 Magellan Way # KW1C, Covington, KY 41015-1999 (6%); Institutional Class Shares, State Street Bank & Trust, Goldman Sachs Profit Sharing Master Trust, P.O. Box 1992, Boston, MA 02105-1992 (6%); Class A Shares, Edward Jones & Co., 201 Progress Parkway, Maryland Heights, MO 63043-3009 (9%); Class A Shares, Charles Schwab & Co., Inc., special custody account for the benefit of its customer, 101 Montgomery Street, San Francisco, CA 94104-4122 (8%).
     As of November 30, 2005, the following entities owned of record or beneficially more than 5% of the outstanding shares of the Small Cap Value Fund: Class A Shares, Edward Jones & Co., 201 Progress Parkway, Maryland Heights, MO 63043-3009 (8%); Institutional Class Shares, Fidelity Investments Institutional Operations Co., Inc., 100 Magellan Way, Covington, KY 41015-1999 (5%).
     As of November 30, 2005, the following entities owned of record or beneficially more than 5% of the outstanding shares of the Large Cap Value Fund: Institutional Class Shares, State Street Bank & Trust, Goldman Sachs Profit Sharing Master Trust, Josiah Quincy Building 5N, 200 Newport Avenue, North Quincy, MA 02171-2102 (6%); Class A Shares, Edward Jones & Co., 201 Progress Parkway, Maryland Heights, MO 63043-3009 (7%).
     As of November 30, 2005, the following entity owned of record or beneficially more than 5% of the outstanding shares of the International Equity Fund: Class A Shares, Edward Jones & Co., 201 Progress Parkway, Maryland Heights, MO 63043-3009 (23%).
     As of November 30, 2005, the following entities owned of record or beneficially more than 5% of the outstanding shares of the European Equity Fund: Class A Shares, Goldman Sachs & Co., for the benefit of its customer, 85 Broad Street, New York, NY 10004-2434 (5%); Class A Shares, Goldman Sachs & Co., for the benefit of its customer, 85 Broad Street, New York, NY 10004-2434 (9%); Institutional Class Shares, Goldman Sachs & Co., for the benefit of its customer, 85 Broad Street, New York, NY 10004-2434 (14%).
     As of November 30, 2005, the following entities owned of record or beneficially more than 5% of the outstanding shares of the Japanese Equity Fund: Class A Shares, Goldman Sachs & Co., for the benefit of its customer, 85 Broad Street, New York, NY 10004-2434 (5%); Class A Shares, Anbee and Co., c/o Greatbanc Trust Co., 2430 W. Indian Trl. Ste. 201 Aurora, IL 60506-1587 (5%).
     As of November 30, 2005, the following entities owned of record or beneficially more than 5% of the outstanding shares of the International Small Cap Fund: Institutional Class Shares, SEI Private Trust Co., c/o Suntrust SAS Accounting, One Freedom Valley Drive, Oaks, PA 19456 (6%); Institutional Class Shares, Dane & Co., State Street Bank, for the benefit of its customer, P.O. Box 5496, Boston, MA 02206-5496 (5%); Institutional Class Shares, Goldman Sachs & Co., for the benefit of its customer, 85 Broad Street, New York, NY 10004-2434 (8%); Institutional Class Shares, Goldman Sachs & Co., for the benefit of its customer, 85 Broad Street, New York, NY 10004-2434 (14%).
     As of November 30, 2005, the following entities owned of record or beneficially more than 5% of the outstanding shares of the Emerging Markets Equity Fund: Goldman Sachs & Co., for the benefit of its customer, 85 Broad Street, New York, NY 10004-2434 (6%); Institutional Class Shares, State Street Bank & Trust Co., for the benefit of Goldman Sachs Growth Strategy, Omnibus a/c Emerging Markets Equity Fund, P.O. Box 1713, Boston, MA 02105-1713 (7%); Institutional Class Shares, State

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Street Bank & Trust Co., for the benefit of Goldman Sachs Growth & Income Strategy, Omnibus a/c Emerging Markets Equity Fund, P.O. Box 1713, Boston, MA 02105-1713 (10%).
     As of November 30, 2005, the following entity owned of record or beneficially more than 5% of the outstanding shares of the Asia Equity Fund: Class A Shares, Edward Jones & Co., 201 Progress Parkway, Maryland Heights, MO 63043-3009 (10%).
     As of November 30, 2005, the following entity owned of record or beneficially more than 5% of the outstanding shares of the Research Select Fund: Class B Shares, First Clearing, LLC, special custody account for the exclusive benefit of customers, 10750 Wheat First Drive, Glen Allen, VA 23060-9245 (8%).
     As of November 30, 2005, the following entities owned of record or beneficially more than 5% of the outstanding shares of the Concentrated Growth Fund: Service Class Shares, Vanguard Fiduciary Trust Company, Goldman Sachs Funds, P.O. Box 2600, Valley Forge, PA 19482-2600 (13%); Service Class Shares, Wells Fargo Bank, N.A., for the benefit of Alaska Railroad Corporation, P.O. Box 1533, Minneapolis, MN 55480-1533 (8%); Service Class Shares, Charles Schwab & Co. Inc., special custody account for the benefit of customers, 9601 E. Panorama Circle, Mailstop DEN2-02-052, Englewood, CO 80112-3441 (13%).
     The Act requires that where more than one series of shares exists, each series must be preferred over all other series in respect of assets specifically allocated to such series. In addition, Rule 18f-2 under the Act provides that any matter required to be submitted by the provisions of the Act or applicable state law, or otherwise, to the holders of the outstanding voting securities of an investment company such as the Trust shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding shares of each series affected by such matter. Rule 18f-2 further provides that a series shall be deemed to be affected by a matter unless the interests of each series in the matter are substantially identical or the matter does not affect any interest of such series. However, Rule 18f-2 exempts the selection of independent public accountants, the approval of principal distribution contracts and the election of trustees from the separate voting requirements of Rule 18f-2.
     The Trust is not required to hold annual meetings of shareholders and does not intend to hold such meetings. In the event that a meeting of shareholders is held, each share of the Trust will be entitled, as determined by the Trustees without the vote or consent of the shareholders, either to one vote for each share or to one vote for each dollar of net asset value represented by such share on all matters presented to shareholders including the election of Trustees (this method of voting being referred to as “dollar based voting”). However, to the extent required by the Act or otherwise determined by the Trustees, series and classes of the Trust will vote separately from each other. Shareholders of the Trust do not have cumulative voting rights in the election of Trustees. Meetings of shareholders of the Trust, or any series or class thereof, may be called by the Trustees, certain officers or upon the written request of holders of 10% or more of the shares entitled to vote at such meetings. The Trustees will call a special meeting of shareholders for the purpose of electing Trustees, if, at any time, less than a majority of Trustees holding office at the time were elected by shareholders. The shareholders of the Trust will have voting rights only with respect to the limited number of matters specified in the Declaration of Trust and such other matters as the Trustees may determine or may be required by law.
     The Declaration of Trust provides for indemnification of Trustees, officers, employees and agents of the Trust unless the recipient is adjudicated (i) to be liable by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office or (ii)

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not to have acted in good faith in the reasonable belief that such person’s actions were in the best interest of the Trust. The Declaration of Trust provides that, if any shareholder or former shareholder of any series is held personally liable solely by reason of being or having been a shareholder and not because of the shareholder’s acts or omissions or for some other reason, the shareholder or former shareholder (or the shareholder’s heirs, executors, administrators, legal representatives or general successors) shall be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, acting on behalf of any affected series, must, upon request by such shareholder, assume the defense of any claim made against such shareholder for any act or obligation of the series and satisfy any judgment thereon from the assets of the series.
     The Declaration of Trust permits the termination of the Trust or of any series or class of the Trust (i) by a majority of the affected shareholders at a meeting of shareholders of the Trust, series or class; or (ii) by a majority of the Trustees without shareholder approval if the Trustees determine, in their sole discretion, that such action is in the best interest of the Trust, such series, such class or their respective shareholders. The Trustees may consider such factors as they, in their sole discretion, deem appropriate in making such determination, including (i) the inability of the Trust or any series or class to maintain its assets at an appropriate size; (ii) changes in laws or regulations governing the Trust, series, or class or affecting assets of the type in which it invests; or (iii) economic developments or trends having a significant adverse impact on the business or operations of the Trust or series.
     The Declaration of Trust authorizes the Trustees, without shareholder approval, to cause the Trust, or any series thereof, to merge or consolidate with any corporation, association, trust or other organization or sell or exchange all or substantially all of the property belonging to the Trust or any series thereof. In addition, the Trustees, without shareholder approval, may adopt a master-feeder structure by investing all or a portion of the assets of a series of the Trust in the securities of another open-end investment company with substantially the same investment objective, restrictions and policies.
     The Declaration of Trust permits the Trustees to amend the Declaration of Trust without a shareholder vote. However, shareholders of the Trust have the right to vote on any amendment (i) that would adversely affect the voting rights of shareholders; (ii) that is required by law to be approved by shareholders; (iii) that would amend the provisions of the Declaration of Trust regarding amendments and supplements thereto; or (iv) that the Trustees determine to submit to shareholders.
     The Trustees may appoint separate Trustees with respect to one or more series or classes of the Trust’s shares (the “Series Trustees”). Series Trustees may, but are not required to, serve as Trustees of the Trust or any other series or class of the Trust. To the extent provided by the Trustees in the appointment of Series Trustees, the Series Trustees may have, to the exclusion of any other Trustees of the Trust, all the powers and authorities of Trustees under the Declaration of Trust with respect to such Series or Class, but may have no power or authority with respect to any other series or class.
Shareholder and Trustee Liability
     Under Delaware Law, the shareholders of the Funds are not generally subject to liability for the debts or obligations of the Trust. Similarly, Delaware law provides that a series of the Trust will not be liable for the debts or obligations of any other series of the Trust. However, no similar statutory or other authority limiting statutory trust shareholder liability exists in other states. As a result, to the extent that a Delaware statutory trust or a shareholder is subject to the jurisdiction of courts of such other states, the courts may not apply Delaware law and may thereby subject the Delaware statutory trust shareholders to liability. To guard against this risk, the Declaration of Trust contains an express disclaimer of shareholder

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liability for acts or obligations of a series. Notice of such disclaimer will normally be given in each agreement, obligation or instrument entered into or executed by a series of the Trust. The Declaration of Trust provides for indemnification by the relevant series for all loss suffered by a shareholder as a result of an obligation of the series. The Declaration of Trust also provides that a series shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the series and satisfy any judgment thereon. In view of the above, the risk of personal liability of shareholders of a Delaware statutory trust is remote.
     In addition to the requirements under Delaware law, the Declaration of Trust provides that shareholders of a series may bring a derivative action on behalf of the series only if the following conditions are met: (a) shareholders eligible to bring such derivative action under Delaware law who hold at least 10% of the outstanding shares of the series, or 10% of the outstanding shares of the class to which such action relates, shall join in the request for the Trustees to commence such action; and (b) the Trustees must be afforded a reasonable amount of time to consider such shareholder request and to investigate the basis of such claim. The Trustees will be entitled to retain counsel or other advisers in considering the merits of the request and may require an undertaking by the shareholders making such request to reimburse the series for the expense of any such advisers in the event that the Trustees determine not to bring such action.
     The Declaration of Trust further provides that the Trustees will not be liable for errors of judgment or mistakes of fact or law, but nothing in the Declaration of Trust protects a Trustee against liability to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.
TAXATION
     The following is a summary of the principal U.S. federal income, and certain state and local, tax considerations regarding the purchase, ownership and disposition of shares in each Fund of the Trust. This summary does not address special tax rules applicable to certain classes of investors, such as tax-exempt entities, insurance companies and financial institutions. Each prospective shareholder is urged to consult his own tax adviser with respect to the specific federal, state, local and foreign tax consequences of investing in each Fund. The summary is based on the laws in effect on the date of this Additional Statement, which are subject to change.
General
     Each Fund is a separate taxable entity. Each Fund has elected to be treated and intends to qualify for each taxable year as a regulated investment company under Subchapter M of Subtitle A, Chapter 1, of the Code.
     There are certain tax requirements that each Fund must follow if it is to avoid federal taxation. In their efforts to adhere to these requirements, the Funds may have to limit their investment activities in some types of instruments. Qualification as a regulated investment company under the Code requires, among other things, that (1) the Fund derive at least 90% of its gross income for each taxable year from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stocks or securities or foreign currencies, or other income (including but not limited to gains from options, futures, and forward contracts) derived with respect to the Fund’s business of investing in stocks, securities or currencies (the “90% gross income test”); and (2) the Fund diversify its holdings so that in general, at the close of each quarter of its taxable year, (a) at least 50% of the fair market value of the Fund’s total (gross) assets is comprised of cash, cash items, U.S. Government securities, securities of other regulated investment companies and other securities limited in respect of any one issuer to an amount not greater in value than 5% of the value of such Fund’s total assets and to not more than 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of its total (gross) assets is invested in the securities of any one issuer (other than U.S. Government securities and securities of other regulated investment companies), two or more issuers controlled by the Fund and engaged in the same, similar or related trades or businesses, or certain publicly traded partnerships.
     For purposes of the 90% gross income test, income that a Fund earns from equity interests in certain entities that are not treated as corporations for U.S. federal income tax purposes (e.g., partnerships or trusts) will generally have the same character for the Fund as in the hands of such an entity; consequently, a Fund may be required to limit its equity investments in any such entities that earn fee income, rental income, or other nonqualifying income. In addition, future Treasury regulations could provide that qualifying income under the 90% gross income test will not include gains from foreign currency transactions that are not directly related to a Fund’s principal business of investing in stock or securities or options and futures with respect to stock or securities. Using foreign currency positions or

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entering into foreign currency options, futures and forward or swap contracts for purposes other than hedging currency risk with respect to securities in a Fund’s portfolio or anticipated to be acquired may not qualify as “directly-related” under these tests.
     If a Fund complies with the foregoing provisions, then in any taxable year in which the Fund distributes, in compliance with the Code’s timing and other requirements, at least 90% of its “investment company taxable income” (which includes dividends, taxable interest, taxable accrued original issue discount and market discount income, income from securities lending, any net short-term capital gain in excess of net long-term capital loss, certain net realized foreign exchange gains and any other taxable income other than “net capital gain,” as defined below, and is reduced by deductible expenses), and at least 90% of the excess of its gross tax-exempt interest income (if any) over certain disallowed deductions, the Fund (but not its shareholders) will be relieved of federal income tax on any income of the Fund, including long-term capital gains, distributed to shareholders. If, instead, a Fund retains any investment company taxable income or “net capital gain” (the excess of net long-term capital gain over net short-term capital loss), it will be subject to a tax at regular corporate rates on the amount retained.
     If a Fund retains any net capital gain, the Fund may designate the retained amount as undistributed capital gains in a notice to its shareholders who (1) if subject to U.S. federal income tax on long-term capital gains, will be required to include in income for federal income tax purposes, as long-term capital gain, their shares of that undistributed amount, and (2) will be entitled to credit their proportionate shares of the tax paid by the Fund against their U.S. federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds those liabilities. For U.S. federal income tax purposes, the tax basis of shares owned by a shareholder of the Fund will be increased by the amount of any such undistributed net capital gain included in the shareholder’s gross income and decreased by the federal income tax paid by the Fund on that amount of net capital gain. Each Fund intends to distribute for each taxable year to its shareholders all or substantially all of its investment company taxable income, net capital gain and any net tax-exempt interest. Exchange control or other foreign laws, regulations or practices may restrict repatriation of investment income, capital or the proceeds of securities sales by foreign investors such as the Structured International Equity, International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity or Asia Equity Funds and may therefore make it more difficult for such a Fund to satisfy the distribution requirements described above, as well as the excise tax distribution requirements described below. Each Fund generally expects, however, to be able to obtain sufficient cash to satisfy those requirements, from new investors, the sale of securities or other sources. If for any taxable year a Fund does not qualify as a regulated investment company, it will be taxed on all of its taxable income and net capital gain at corporate rates, and its distributions to shareholders will be taxable as ordinary dividends to the extent of its current and accumulated earnings and profits.
     To avoid a 4% federal excise tax, each Fund must distribute (or be deemed to have distributed) by December 31 of each calendar year at least 98% of its taxable ordinary income for the calendar year, at least 98% of the excess of its capital gains over its capital

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losses (generally computed on the basis of the one-year period ending on October 31 of the year), and all taxable ordinary income and the excess of capital gains over capital losses for all previous years that were not distributed for those years and on which the Fund paid no federal income tax. For federal tax purposes, dividends declared by a Fund in October, November or December to shareholders of record on a specified date in such a month and paid during January of the following year are taxable to such shareholders, and deductible by the Fund, as if paid on December 31 of the year declared. Each Fund anticipates that it will generally make timely distributions of income and capital gains in compliance with these requirements so that it will generally not be required to pay the excise tax.
     For federal tax purposes, each Fund is generally permitted to carry forward a net capital loss in any year to offset its own capital gains, if any, during the eight years following the year of the loss. As of August 31, 2005, the following Funds had capital loss carryforwards approximating the amounts indicated, expiring in the years indicated:
                 
    Capital Loss        
Fund   Carryforward     Expiration  
Balanced
  $ 1,237,356       2011  
 
               
Growth and Income
    2,087,904       2010  
 
    22,494,322       2011  
 
               
Structured U.S. Equity
    4,428,298       2009  
 
    22,415,823       2010  
 
    24,495,433       2011  
 
               
Structured Large Cap Growth
    133,308,431       2010  
 
    145,633,770       2011  
 
               
Structured International Equity
    2,626,728       2010  
 
    7,115,820       2011  
 
               
Capital Growth
    53,719,899       2010  
 
    264,243,165       2011  
 
               
Strategic Growth
    1,121,670       2009  
 
    26,222,448       2010  
 
    32,615,744       2011  
 
    13,060,848       2012  
 
    2,826,194       2013  
 
               
International Equity
  $ 150,360,513       2010  
 
    317,735,173       2011  
 
    69,572,929       2012  

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    Capital Loss        
Fund   Carryforward     Expiration  
European Equity
    13,428,201       2010  
 
    14,916,016       2011  
 
    2,492,920       2012  
 
               
Japanese Equity
    19,391,266       2010  
 
    5,228,295       2011  
 
    1,408,407       2012  
 
               
International Small Cap
    85,787,727       2010  
 
    51,047,001       2011  
 
               
Emerging Markets Equity
    1,654,598       2011  
 
               
Asia Equity
    55,987,120       2006  
 
    2,489,328       2007  
 
    3,727,234       2009  
 
    15,182,667       2010  
 
    525,255       2011  
 
               
Research Select
    188,226,383       2010  
 
    230,211,382       2011  
     Gains and losses on the sale, lapse, or other termination of options and futures contracts, options thereon and certain forward contracts (except certain foreign currency options, forward contracts and futures contracts) will generally be treated as capital gains and losses. Certain of the futures contracts, forward contracts and options held by a Fund will be required to be “marked-to-market” for federal tax purposes — that is, treated as having been sold at their fair market value on the last day of the Fund’s taxable year (or, for excise tax purposes, on the last day of the relevant period). These provisions may require a Fund to recognize income or gains without a concurrent receipt of cash. Any gain or loss recognized on actual or deemed sales of these futures contracts, forward contracts, or options will (except for certain foreign currency options, forward contracts, and futures contracts) be treated as 60% long-term capital gain or loss and 40% short-term capital gain or loss. As a result of certain hedging transactions entered into by a Fund, it may be required to defer the recognition of losses on futures contracts, forward contracts, and options or underlying securities or foreign currencies to the extent of any unrecognized gains on related positions held by the Fund, and the characterization of gains or losses as long-term or short-term may be changed. The tax provisions described in this paragraph may affect the amount, timing and character of a Fund’s distributions to shareholders. Application of certain requirements for qualification as a regulated investment company and/or these tax rules to certain investment practices, such as dollar rolls, or certain derivatives such as interest rate swaps, floors, caps and collars and currency, total return, mortgage or index swaps may be unclear in some respects, and a Fund may therefore be required to limit its participation in those kinds of transactions. Certain tax elections may be

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available to a Fund to mitigate some of the unfavorable consequences described in this paragraph.
     Section 988 of the Code contains special tax rules applicable to certain foreign currency transactions and instruments, which may affect the amount, timing and character of income, gain or loss recognized by a Fund. Under these rules, foreign exchange gain or loss realized with respect to foreign currencies and certain futures and options thereon, foreign currency-denominated debt instruments, foreign currency forward contracts, and foreign currency-denominated payables and receivables will generally be treated as ordinary income or loss, although in some cases elections may be available that would alter this treatment. If a net foreign exchange loss treated as ordinary loss under Section 988 of the Code were to exceed a Fund’s investment company taxable income (computed without regard to that loss) for a taxable year, the resulting loss would not be deductible by the Fund or its shareholders in future years. Net loss, if any, from certain foreign currency transactions or instruments could exceed net investment income otherwise calculated for accounting purposes, with the result being either no dividends being paid or a portion of a Fund’s dividends being treated as a return of capital for tax purposes, nontaxable to the extent of a shareholder’s tax basis in his shares and, once such basis is exhausted, generally giving rise to capital gains.
     A Fund’s investment in zero coupon securities, deferred interest securities, certain structured securities or other securities bearing original issue discount or, if a Fund elects to include market discount in income currently, market discount, as well as any “marked-to-market” gain from certain options, futures or forward contracts, as described above, will in many cases cause it to realize income or gain before the receipt of cash payments with respect to these securities or contracts. For a Fund to obtain cash to enable the Fund to distribute any such income or gain, to maintain its qualification as a regulated investment company and to avoid federal income and excise taxes, the Fund may be required to liquidate portfolio investments sooner that it might otherwise have done.
     Investments in lower-rated securities may present special tax issues for a Fund to the extent actual or anticipated defaults may be more likely with respect to such securities. Tax rules are not entirely clear about issues such as when a Fund may cease to accrue interest, original issue discount, or market discount; when and to what extent deductions may be taken for bad debts or worthless securities; how payments received on obligations in default should be allocated between principal and income; and whether exchanges of debt obligations in a workout context are taxable. These and other issues will generally need to be addressed by a Fund, in the event it invests in such securities, so as to seek to eliminate or to minimize any adverse tax consequences.
     Each Fund anticipates that it may be subject to foreign taxes on income (possibly including, in some cases, capital gains) from foreign securities. Tax conventions between certain countries and the United States may reduce or eliminate those foreign taxes in some cases.
     If a Fund acquires stock (including, under proposed regulations, an option to acquire stock such as is inherent in a convertible bond) in certain foreign corporations (“passive

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foreign investment companies”), that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, rents, royalties or capital gain) or hold at least 50% of their assets in investments producing such passive income, the Fund could be subject to federal income tax and additional interest charges on “excess distributions” received from those companies or gain from the sale of stock in those companies, even if all income or gain actually received by the Fund is timely distributed to its shareholders. The Fund would not be able to pass through to its shareholders any credit or deduction for such a tax. In some cases, elections may be available that would ameliorate these adverse tax consequences, but those elections would require the Fund to include each year certain amounts as income or gain (subject to the distribution requirements described above) without a concurrent receipt of cash. Each Fund may attempt to limit and/or to manage its holdings in passive foreign investment companies to minimize its tax liability or maximize its return from these investments.
U.S. Shareholders — Distributions
     For U.S. federal income tax purposes, distributions by a Fund, whether reinvested in additional shares or paid in cash, generally will be taxable to shareholders who are subject to tax. Shareholders receiving a distribution in the form of newly issued shares will be treated for U.S. federal income tax purposes as receiving a distribution in an amount equal to the amount of cash they would have received had they elected to receive cash and will have a cost basis in each share received equal to such amount divided by the number of shares received.
     In general, distributions from investment company taxable income will be taxable as ordinary income. However, distributions to noncorporate shareholders attributable to dividends received by the Funds from U.S. and certain foreign corporations will generally be taxed at the long-term capital gain rates (described below), as long as certain other requirements are met. For these lower rates to apply, the noncorporate shareholders must have owned their Fund shares for at least 61 days during the 121-day period beginning 60 days before the Fund’s ex-dividend date, and the Fund must also have owned the underlying stock for this same period beginning 60 days before the ex-dividend date for the stock. The amount of a Fund’s distributions that qualify for these lower rates may be reduced as a result of a Fund’s securities lending activities.
     Distributions designated as derived from a Fund’s dividend income, if any, may also generally be eligible for the dividends received deduction for corporate shareholders. The dividends-received deduction, if available, is reduced to the extent the shares with respect to which the dividends are received are treated as debt-financed under federal income tax law and is eliminated if the shares are deemed to have been held for less than a minimum period, generally 46 days. The dividends-received deduction may also be reduced as a result of a Fund’s securities lending activities. Because eligible dividends are limited to those a Fund receives from U.S. domestic corporations, it is unlikely that a substantial portion of the distributions made by the Structured International Equity, International Equity, European Equity, Japanese Equity, International Small Cap, Asia Equity and Emerging Markets Equity Funds will qualify for the dividends-received deduction. The entire dividend,

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including the deducted amount, is considered in determining the excess, if any, of a corporate shareholder’s adjusted current earnings over its alternative minimum taxable income, which may increase its liability for the federal alternative minimum tax, and the dividend may, if it is treated as an “extraordinary dividend” under the Code, reduce a corporate shareholder’s tax basis in its shares of a Fund.
     Capital gain dividends ( i.e. , dividends from net capital gain of a Fund) if designated as such in a written notice to shareholders mailed not later than 60 days after the end of the Fund’s taxable year, will be taxed to shareholders as long-term capital gain regardless of how long Fund shares have been held by shareholders. For individuals, any such long-term capital gain and long-term capital gain attributable to Fund sales and exchanges will be generally be taxed at a maximum rate of 15% (5% for those shareholders in the 10% or 15% tax brackets), to the extent not offset by losses. Distributions, if any, that are in excess of a Fund’s current and accumulated earnings and profits will first reduce a shareholder’s tax basis in his shares and, after the basis is reduced to zero, will generally constitute capital gains to a shareholder who holds Fund shares as capital assets.
     Different tax treatment, including penalties on certain excess contributions and deferrals, certain pre-retirement and post-retirement distributions, and certain prohibited transactions, is accorded to accounts maintained as qualified retirement plans. Shareholders should consult their tax advisers for more information.
     If, as may occur for the Structured International Equity, International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and Asia Equity Funds, more than 50% of a Fund’s total assets at the close of a taxable year consists of stock or securities of foreign corporations, the Fund may file an election with the Internal Revenue Service pursuant to which the shareholders of the Fund will be required (1) to report as dividend income (in addition to taxable dividends actually received) their pro rata shares of foreign income taxes paid by the Fund that are treated as income taxes under U.S. tax regulations (which excludes, for example, stamp taxes, securities transaction taxes, and similar taxes) even though not actually received by those shareholders, and (2) to treat those respective pro rata shares as foreign income taxes paid by them, which they can claim either as a foreign tax credit, subject to applicable limitations, against their U.S. federal income tax liability or as an itemized deduction. (Shareholders who do not itemize deductions for federal income tax purposes will not, however, be able to deduct their pro rata portion of foreign taxes paid by a Fund, although those shareholders will be required to include their share of such taxes in gross income if the foregoing election is made by the Fund.)
     If a shareholder chooses to take credit for the foreign taxes deemed paid by such shareholder as a result of any such election by the Structured International Equity, International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity or Asia Equity Funds, the amount of the credit that may be claimed in any year may not exceed the same proportion of the U.S. tax against which such credit is taken which the shareholder’s taxable income from foreign sources (but not in excess of the shareholder’s entire taxable income) bears to his entire taxable income. For this purpose, distributions from long-term and short-term capital gains or foreign currency gains by a Fund will generally not be treated as income from foreign sources. This foreign tax credit limitation may also be applied separately to certain specific categories of foreign-source income and the related foreign taxes. As a result of these rules, which have different effects depending upon each shareholder’s particular tax situation, certain shareholders of the Structured International Equity, International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and Asia Equity Funds may not be able to claim a credit for the full amount of their proportionate share of the foreign taxes paid by such Fund even if the election is made by that Fund.
     Shareholders who are not liable for U.S. federal income taxes, including retirement plans, other tax-exempt shareholders and non-U.S. shareholders, will ordinarily not benefit from the foregoing Fund election with respect to foreign taxes. Each year, if any, that the Structured International Equity, International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity or Asia Equity Funds file the election described above, shareholders will be notified of the amount of (1) each shareholder’s pro rata share of qualified foreign taxes paid by the Fund and (2) the portion of Fund dividends that represents income from foreign sources. The other Funds will not be entitled to elect to pass foreign taxes and associated credits or deductions through to their shareholders because they will not satisfy the 50% requirement described above. If a Fund cannot or does not make this election, it may deduct its foreign taxes in computing the amount it is required to distribute.

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U.S. Shareholders — Sale of Shares
     When a shareholder’s shares are sold, redeemed or otherwise disposed of in a transaction that is treated as a sale for federal income tax purposes, the shareholder will generally recognize gain or loss equal to the difference between the shareholder’s adjusted tax basis in the shares and the cash, or fair market value of any property, received. (To aid in computing that tax basis, a shareholder should generally retain its account statements for the period that it holds shares). If the shareholder holds the shares as a capital asset at the time of sale, the character of the gain or loss should be capital, and treated as long-term if the shareholder’s holding period is more than twelve months, and short-term otherwise. In general, the maximum long-term capital gain rate for individuals is 15% for capital gains on assets held more than one year (5% for those shareholders in the 10% or 15% tax brackets). Shareholders should consult their own tax advisers with reference to their particular circumstances to determine whether a redemption (including an exchange) or other disposition of Fund shares is properly treated as a sale for tax purposes, as is assumed in this discussion.
     Certain special tax rules may apply to a Fund shareholder’s capital gains or losses on Fund shares. If a shareholder receives a capital gain dividend with respect to shares and the shares have a tax holding period of six months or less at the time of a sale or redemption of the shares, then any loss the shareholder realizes on the sale or redemption will be treated as a long-term capital loss to the extent of the capital gain dividend. All or a portion of any sales load paid upon the purchase of shares of a Fund will not be taken into account in determining gain or loss on the redemption or exchange of those shares within 90 days after their purchase to the extent the redemption proceeds are reinvested, or the exchange is effected, without payment of an additional sales load pursuant to the reinvestment or exchange privilege. The load not taken into account will be added to the tax basis of the newly-acquired shares. Additionally, any loss realized on a sale or redemption of shares of a Fund may be disallowed under “wash sale” rules to the extent the shares disposed of are replaced with other shares of the same Fund within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to a dividend reinvestment in shares of the Fund. If disallowed, the loss will be reflected in an adjustment to the basis of the shares acquired.
     Each Fund may be required to withhold, as “backup withholding,” federal income tax at a 28% rate from dividends (including capital gain dividends) and share redemption and exchange proceeds to individuals and other non-exempt shareholders who fail to furnish the Fund with a correct taxpayer identification number (“TIN”) certified under penalties of perjury, or if the Internal Revenue Service or a broker notifies the Fund that the payee is subject to backup withholding as a result of failing properly to report interest or dividend income to the Internal Revenue Service or that the TIN furnished by the payee to the Fund is incorrect, or if (when required to do so) the payee fails to certify under penalties of perjury that it is not subject to backup withholding. A Fund may refuse to accept an application that does not contain any required TIN or certification that the TIN provided is correct. If the backup withholding provisions are applicable, any such dividends and proceeds, whether paid in cash or reinvested in additional shares, will be reduced by the amounts required to be withheld. Any amounts withheld may be credited against a shareholder’s U.S. federal income tax liability. If a shareholder does not have a TIN, it should apply for one immediately by contacting the local office of the Social Security Administration or the Internal Revenue Service. Backup withholding could apply to payments relating to a shareholder’s account while the shareholder is awaiting receipt of a TIN. Special rules apply for certain entities. For example, for an account established under a Uniform Gifts or Transfer to Minors Act, the TIN of the minor should be furnished. In addition, non-US shareholders will be required to provide the Fund with the proper IRS Form W-8 or appropriate substitute (as discussed below) in order to avail themselves of this withholding tax exemption.
Sunset of Tax Provisions
     Some of the tax provisions described above are subject to sunset provisions. Specifically, a sunset provision provides that the 15% long-term capital gain rate and the taxation of dividends at the long-term capital gain rate will revert back to a prior version of these provisions in the Code for taxable years beginning after December 31, 2008.
Non-U.S. Shareholders
     The discussion above relates solely to U.S. federal income tax law as it applies to “U.S. persons” subject to tax under such law.

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     For distributions attributable to a Fund’s taxable year beginning before January 1, 2005 or after December 31, 2007, shareholders who, as to the United States, are not “U.S. persons,” ( i.e. , are nonresident aliens, foreign corporations, fiduciaries of foreign trusts or estates, foreign partnerships or other non-U.S. investors) generally will be subject to U.S. federal withholding tax at the rate of 30% on distributions treated as ordinary income unless the tax is reduced or eliminated pursuant to a tax treaty or the distributions are effectively connected with a U.S. trade or business of the shareholder; but distributions of net capital gain, including amounts retained by a Fund which are designated as undistributed capital gains, to such a non-U.S. shareholder will not be subject to U.S. federal income or withholding tax unless the distributions are effectively connected with the shareholder’s trade or business in the United States or, in the case of a shareholder who is a nonresident alien individual, the shareholder is present in the United States for 183 days or more during the taxable year and certain other conditions are met. Non-U.S. shareholders may also be subject to U.S. federal withholding tax on deemed income resulting from any election by the Structured International Equity, International Equity, European Equity, Japanese Equity, International Small Cap, Emerging Markets Equity or Asia Equity Funds to treat qualified foreign taxes it pays as passed through to shareholders (as described above), but they may not be able to claim a U.S. tax credit or deduction with respect to such taxes.
     Under recent changes to the Code, for distributions attributable to a Fund’s taxable year beginning after December 31, 2004 and before January 1, 2008, non-U.S. shareholders generally will not be subject to U.S. federal income tax on distributions attributable to “portfolio interest” or short-term capital gains unless (1) the distributions are effectively connected with a U.S. trade or business of the shareholder, or (2) with respect to short-term capital gains, the shareholder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and certain other conditions are met. If the distributions are effectively connected with a U.S. trade or business of a shareholder, then distributions will be subject to tax on a net income basis at the graduated rates applicable to U.S. individuals or domestic corporations. Distributions by each Fund that are attributable to short-term capital gains during the above periods will also generally be free of U.S. withholding tax; by contrast, there will be tax withheld with respect to distributions attributable to interest income of the Fund, so that non-U.S. shareholders who are exempt from U.S. federal income tax with respect to all or a portion of those interest-related dividends will need to file U.S. federal income tax returns to claim refunds of those withholding taxes.
     Any capital gain realized by a non-U.S. shareholder upon a sale or redemption of shares of a Fund will not be subject to U.S. federal income or withholding tax unless the gain is effectively connected with the shareholder’s trade or business in the U.S., or in the case of a shareholder who is a nonresident alien individual, the shareholder is present in the U.S. for 183 days or more during the taxable year and certain other conditions are met.
     Non-U.S. persons who fail to furnish a Fund with the proper IRS Form W-8 (i.e., W-8BEN, W-8ECI, W-8IMY or W-8EXP), or an acceptable substitute, may be subject to backup withholding at a 28% rate on dividends (including capital gain dividends) and on the proceeds of redemptions and exchanges.

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     Also, non-U.S. shareholders of a Fund may be subject to U.S. estate tax with respect to their Fund shares.
     Each shareholder who is not a U.S. person should consult his or her tax adviser regarding the U.S. and non-U.S. tax consequences of ownership of shares of, and receipt of distributions from, the Funds.
State and Local Taxes
     Each Fund may be subject to state or local taxes in jurisdictions in which the Fund is deemed to be doing business. In addition, in those states or localities that impose income taxes, the treatment of such a Fund and its shareholders under those jurisdictions’ tax laws may differ from the treatment under federal income tax laws, and an investment in such a Fund may have tax consequences for shareholders different from those of a direct investment in such Fund’s portfolio securities. Shareholders should consult their own tax advisers concerning state and local tax matters.
FINANCIAL STATEMENTS
     The audited financial statements and related reports of PricewaterhouseCoopers LLP, independent registered public accounting firm, contained in each Fund’s 2005 Annual Report are hereby incorporated by reference. The financial statements in each Fund’s Annual Report have been incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. No other parts of any Annual Report are incorporated by reference herein. A copy of the Annual Reports may be obtained upon request and without charge by writing Goldman, Sachs & Co., 71 South Wacker Drive, Suite 500, Chicago, Illinois 60606 or by calling Goldman, Sachs & Co., at the telephone number on the back cover of each Fund’s Prospectus.
PROXY VOTING
     The Trust, on behalf of the Funds, has delegated the voting of portfolio securities to the Investment Adviser. The Investment Adviser has adopted policies and procedures (the “Policy”) for the voting of proxies on behalf of client accounts for which the Investment Adviser has voting discretion, including the Funds. Under the Policy, the Investment Adviser’s guiding principles in performing proxy voting are to make decisions that: (i) favor proposals that tend to maximize a company’s shareholder value; and (ii) are not influenced by conflicts of interest. These principles reflect the Investment Adviser’s belief that sound corporate governance will create a framework within which a company can be managed in the interests of its shareholders.
     The principles and positions reflected in the Policy are designed to guide the Investment Adviser in voting proxies, and not necessarily in making investment decisions. Senior management of the Investment Adviser will periodically review the Policy to ensure that it continues to be consistent with the Investment Adviser’s guiding principles.
Public Equity Investments . To implement these guiding principles for investments in publicly-traded equities, the Investment Adviser follows proxy voting guidelines (the “Guidelines”) developed by Institutional Shareholder Services (“ISS”), except in certain circumstances, which are generally described below. The Guidelines embody the positions and factors the Investment Adviser generally considers important in casting proxy votes. They address a wide variety of individual topics, including, among others, shareholder voting rights, anti-takeover defenses, board structures, the election of directors, executive and director compensation, reorganizations, mergers, and various shareholder proposals. Attached as Appendix B is a summary of the Guidelines.

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     ISS has been retained to review proxy proposals and make voting recommendations in accordance with the Guidelines. While it is the Investment Adviser’s policy generally to follow the Guidelines and recommendations from ISS, the Investment Adviser’s portfolio management teams (“Portfolio Management Teams”) retain the authority on any particular proxy vote to vote differently from the Guidelines or a related ISS recommendation, in keeping with their different investment philosophies and processes. Such decisions, however, remain subject to a review and approval process, including a determination that the decision is not influenced by any conflict of interest. In forming their views on particular matters, the Portfolio Management Teams are also permitted to consider applicable regional rules and practices, including codes of conduct and other guides, regarding proxy voting, in addition to the Guidelines and recommendations from ISS.
     In addition to assisting the Investment Adviser in developing substantive proxy voting positions, ISS also updates and revises the Guidelines on a periodic basis, and the revisions are reviewed by the Investment Adviser to determine whether they are consistent with the Investment Adviser’s guiding principles. ISS also assists the Investment Adviser in the proxy voting process by providing operational, recordkeeping and reporting services.
     The Investment Adviser is responsible for reviewing its relationship with ISS and for evaluating the quality and effectiveness of the various services provided by ISS. The Investment Adviser may hire other service providers to replace or supplement ISS with respect to any of the services the Investment Adviser currently receives from ISS.
     The Investment Adviser has implemented procedures that are intended to prevent conflicts of interest from influencing proxy voting decisions. These procedures include the Investment Adviser’s use of ISS as an independent third party, a review and approval process for individual decisions that do not follow ISS’s recommendations, and the establishment of information barriers between the Investment Adviser and other businesses within The Goldman Sachs Group, Inc.
Fixed Income and Private Investments . Voting decisions with respect to fixed income securities and the securities of privately held issuers generally will be made by a Fund’s managers based on their assessment of the particular transactions or other matters at issue.
     Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on or through the Funds’ website at http://www.gs.com/funds and on the SEC’s website at http://www.sec.gov.
PAYMENTS TO INTERMEDIARIES
     The Investment Adviser, Distributor and/or their affiliates may make payments to Authorized Dealers, Service Organizations and other financial intermediaries (“Intermediaries”) from time to time to promote the sale, distribution and/or servicing of shares of the Funds. These payments (“Additional Payments”) are made out of the Investment Adviser’s, Distributor’s and/or their affiliates own assets, and are not an additional charge to the Funds or their shareholders. The Additional Payments are in addition to the distribution and service fees paid by the Funds described in the Funds’ Prospectuses and this Additional Statement, and are also in addition to the sales commissions payable to Intermediaries as set forth in the Prospectuses.

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     These Additional Payments are intended to compensate Intermediaries for, among other things: marketing shares of the Funds, which may consist of payments relating to Funds included on preferred or recommended fund lists or in certain sales programs from time to time sponsored by the Intermediaries; access to the Intermediaries’ registered representatives or salespersons, including at conferences and other meetings; assistance in training and education of personnel; “finders” or “referral fees” for directing investors to the Funds; marketing support fees for providing assistance in promoting the sale of Fund shares (which may include promotions in communications with the Intermediaries’ customers, registered representatives and salespersons); and/or other specified services intended to assist in the distribution and marketing of the Funds. In addition, the Investment Adviser, Distributor and/or their affiliates may make Additional Payments (including through sub-transfer agency and networking agreements) for subaccounting, administrative and/or shareholder processing services that are in addition to the transfer agent, shareholder administration, servicing and processing fees paid by the Funds. The Additional Payments made by the Investment Adviser, Distributor and their affiliates may be a fixed dollar amount; may be based on the number of customer accounts maintained by an Intermediary; may be based on a percentage of the value of shares sold to, or held by, customers of the Intermediary involved; or may be calculated on another basis. Furthermore, the Investment Adviser, Distributor and/or their affiliates may, to the extent permitted by applicable regulations, contribute to various non-cash and cash incentive arrangements to promote the sale of shares, as well as sponsor various educational programs, sales contests and/or promotions. The Investment Adviser, Distributor and their affiliates may also pay for the travel expenses, meals, lodging and entertainment of Intermediaries and their salespersons and guests in connection with educational, sales and promotional programs subject to applicable NASD regulations. The amount of these Additional Payments (excluding payments made through sub-transfer agency and networking agreements) is normally not expected to exceed 0.50% (annualized) of the amount sold or invested through the Intermediaries. The Additional Payments are negotiated based on a range of factors, including but not limited to, ability to attract and retain assets (including particular classes of Funds’ shares), target markets, customer relationships, quality of service and industry reputation.
     For the fiscal year ended August 31, 2005, the Investment Adviser, Distributor and their affiliates made Additional Payments out of their own assets to approximately 114 Intermediaries. During the fiscal year ended August 31, 2005, the Investment Adviser, Distributor and their affiliates paid to Intermediaries approximately $28.2 million in Additional Payments (including payments made through sub-transfer agency and networking agreements) with respect to all of the funds of the Trust (including the Funds included in this Additional Statement).
     The Additional Payments made by the Investment Adviser, Distributor and/or their affiliates may be different for different Intermediaries and may vary with respect to the type of fund (e.g., equity, fund, fixed income fund, specialty fund, asset allocation portfolio or money market fund) sold by the Intermediary. In addition, the Additional Payment arrangements may include breakpoints in compensation which provide that the percentage rate of compensation varies as the dollar value of the amount sold or invested through an Intermediary increases. The presence of these Additional Payments, the varying fee structure and the basis on which an Intermediary compensates its registered representatives or salespersons may create an incentive for a particular Intermediary, registered representative or salesperson to highlight, feature or recommend Funds based, at least in part, on the level of compensation paid. Shareholders should contact their Authorized Dealer or other Intermediary for more information about the payments they receive and any potential conflicts of interest.

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     Please contact your Intermediary if you have a question about whether your Intermediary receives the Additional Payments described above. For additional questions, please contact Goldman Sachs Funds at 1-800-621-2550.
OTHER INFORMATION
Selective Disclosure of Portfolio Holdings
     The Board of Trustees of the Trust and the Investment Adviser have adopted a policy on selective disclosure of portfolio holdings in accordance with regulations that seek to ensure that disclosure of information about portfolio securities is in the best interest of Fund shareholders and to address the conflicts between the interests of Fund shareholders and its service providers. The policy provides that neither a Fund nor its Investment Adviser, Distributor or any agent, or any employee thereof (“Fund Representative”) will disclose a Fund’s portfolio holdings information to any person other than in accordance with the policy. For purposes of the policy, “portfolio holdings information” means the Fund’s actual portfolio holdings, as well as nonpublic information about its trading strategies or pending transactions. Under the policy, neither a Fund nor any Fund Representative may solicit or accept any compensation or other consideration in connection with the disclosure of portfolio holdings information. A Fund Representative may provide portfolio holdings information to third parties if such information has been included in the Fund’s public filings with the SEC or is disclosed on the Funds’ publicly accessible website. Information posted on the Fund’s website may be separately provided to any person commencing the day after it is first published on the Funds’ website.
     Portfolio holdings information that is not filed with the SEC or posted on the publicly available website may be provided to third parties only if the third party recipients are required to keep all portfolio holdings information confidential and are prohibited from trading on the information they receive. Disclosure to such third parties must be approved in advance by the Investment Advisor’s legal or compliance department. Disclosure to providers of auditing, custody, proxy voting and other similar services for the Funds, as well as rating and ranking organizations, will generally be permitted; however, information may be disclosed to other third parties (including, without limitation, individuals, institutional investors, and intermediaries that sell shares of the Fund,) only upon approval by the Fund’s Chief Compliance Officer, who must first determine that the Fund has a legitimate business purpose for doing so and check with the Fund Transfer Agent to ascertain whether the third party has been identified as an excessive trader. In general, each recipient of non-public portfolio holdings information must sign a confidentiality and non-trading agreement, although this requirement will not apply when the recipient is otherwise subject to a duty of confidentiality. In accordance with the policy, the identity of those recipients who receive non-public portfolio holdings information on an ongoing basis is as follows: the Investment Advisers and their affiliates, the Funds’ independent registered public accounting firm, the Funds’ custodian, the Funds’ legal counsel- Drinker Biddle & Reath LLP, the Funds’ financial printer- Bowne, and the Funds’ proxy voting service- ISS. These entities are obligated to keep such information confidential. Third party providers of custodial or accounting services to the Funds may release non-public portfolio holdings information of the Funds only with the permission of Fund Representatives. From time to time portfolio holdings information may be provided to broker-dealers solely in connection with a Fund seeking portfolio securities trading suggestions. In providing this information reasonable precautions, including limitations on the scope of the portfolio holdings information disclosed, are taken to avoid any potential misuse of the disclosed information. All marketing materials prepared by the Trust’s principal underwriter is reviewed by

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Goldman Sachs’ Compliance department for consistency with the Trust’s portfolio holdings disclosure policy.
     The Equity Funds currently intend to publish on their website (http://www.gs.com/funds) complete portfolio holdings for each Equity Fund as of the end of each calendar quarter subject to a fifteen calendar day lag between the date of the information and the date on which the information is disclosed. In addition, the Equity Funds intend to publish on their website month-end top ten holdings subject to a ten calendar day lag between the date of the information and the date on which the information is disclosed. The non-money market fixed income Funds currently intend to publish complete portfolio holdings on their website as of the end of each fiscal quarter, subject to a thirty calendar day lag, and to post selected holdings information monthly on a ten calendar day lag. The Financial Square Prime Obligations Fund, Financial Square Money Market Fund, Institutional Liquid Assets Prime Obligations Portfolio and Institutional Liquid Assets Money Market Portfolio publish their holdings as of the end of each month subject to a thirty calendar day lag between the date of the information and the date on which the information is disclosed. The other Financial Square Funds and Institutional Liquid Assets Money Market Portfolios publish their holdings as of the end of each calendar quarter subject to a thirty calendar day lag between the date of the information and the date on which the information is disclosed. A Fund may publish on the website complete portfolio holdings information more frequently if it has a legitimate business purpose for doing so.
     Under the policy, Fund Representatives will initially supply the Board of the Trustees with a list of third parties who receive portfolio holdings information pursuant to any ongoing arrangement. In addition, the Board is to receive information, on a quarterly basis, regarding any other disclosures of non-public portfolio holdings information that were permitted during the preceding quarter. In addition, the Board of Trustees is to approve at its meetings a list of Fund Representatives who are authorized to disclose portfolio holdings information under the policy. As of the date of this Additional Statement, only certain officers of the Trust as well as certain senior members of the compliance and legal groups of the Investment Adviser have been approved by the Board of Trustees to authorize disclosure of portfolio holdings information.
Miscellaneous
     Each Fund will redeem shares solely in cash up to the lesser of $250,000 or 1% of the net asset value of the Fund during any 90-day period for any one shareholder. Each Fund, however, reserves the right to pay redemptions exceeding $250,000 or 1% of the net asset value of the Fund at the time of redemption by a distribution in kind of securities (instead of cash) from such Fund. The securities distributed in kind would be readily marketable and would be valued for this purpose using the same method employed in calculating the Fund’s net asset value per share. See “Net Asset Value.” If a shareholder receives redemption proceeds in kind, the shareholder should expect to incur transaction costs upon the disposition of the securities received in the redemption.
     The right of a shareholder to redeem shares and the date of payment by each Fund may be suspended for more than seven days for any period during which the New York Stock Exchange is closed, other than the customary weekends or holidays, or when trading on such Exchange is restricted as determined by the SEC; or during any emergency, as determined by the SEC, as a result of which it is not reasonably practicable for such Fund to dispose of securities owned by it or fairly to determine the value of its net assets; or for such other period as the SEC may by order permit for the protection of shareholders of such Fund. (The Trust may also suspend or postpone the recordation of the transfer of shares upon the occurrence of any of the foregoing conditions.)

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     As stated in the Prospectuses, the Trust may authorize Service Organizations, Authorized Dealers and other institutions that provide recordkeeping, reporting and processing services to their customers to accept on the Trust’s behalf purchase, redemption and exchange orders placed by or on behalf of their customers and, if approved by the Trust, to designate other intermediaries to accept such orders. These institutions may receive payments from the Trust or Goldman Sachs for their services. Certain Service Organizations, Authorized Dealers or institutions may enter into sub-transfer agency agreements with the Trust or Goldman Sachs with respect to their services.
     In the interest of economy and convenience, the Trust does not issue certificates representing the Funds’ shares. Instead, the Transfer Agent maintains a record of each shareholder’s ownership. Each shareholder receives confirmation of purchase and redemption orders from the Transfer Agent. Fund shares and any dividends and distributions paid by the Funds are reflected in account statements from the Transfer Agent.
     The Prospectuses and this Additional Statement do not contain all the information included in the Registration Statement filed with the SEC under the 1933 Act with respect to the securities offered by the Prospectuses. Certain portions of the Registration Statement have been omitted from the Prospectuses and this Additional Statement pursuant to the rules and regulations of the SEC. The Registration Statement including the exhibits filed therewith may be examined at the office of the SEC in Washington, D.C.
     Statements contained in the Prospectuses or in this Additional Statement as to the contents of any contract or other document referred to are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement of which the Prospectuses and this Additional Statement form a part, each such statement being qualified in all respects by such reference.
DISTRIBUTION AND SERVICE PLANS
(Class A Shares, Class B Shares and Class C Shares Only)
      Distribution and Service Plans . As described in the Prospectuses, the Trust has adopted, on behalf of Class A, Class B and Class C Shares of each Fund, distribution and service plans (each a “Plan”). See “Shareholder Guide — Distribution and Service Fees” in the Prospectus. The distribution fees payable under the Plans are subject to Rule 12b-1 under the Act, and finance distribution and other services that are provided to investors in the Funds, and enable the Funds to offer investors the choice of investing in either Class A, Class B or Class C Shares when investing in the Funds. In addition, distribution fees payable under the Plans may be used to assist the Funds in reaching and maintaining asset levels that are efficient for the Funds’ operations and investments.
     The Plans for each Fund were most recently approved by a majority vote of the Trustees of the Trust, including a majority of the non-interested Trustees of the Trust who have no direct or indirect financial interest in the Plans, cast in person at a meeting called for the purpose of approving the Plans on June 16, 2005.
     The compensation for distribution services payable under a Plan to Goldman Sachs may not exceed 0.25%, 0.75% and 0.75%, per annum of a Fund’s average daily net assets attributable to Class A, Class B and Class C Shares, respectively, of such Fund. Under the Plans for Class B and Class C Shares, Goldman Sachs is also entitled to receive a separate fee for personal and account maintenance services equal on an annual basis to 0.25% of each Fund’s average daily net assets attributable to Class B or Class

B-127


 

C Shares. With respect to Class A Shares, the Distributor at its discretion may use compensation for distribution services paid under the Plan for personal and account maintenance services and expenses so long as such total compensation under the Plan does not exceed the maximum cap on “service fees” imposed by the NASD.
     Each Plan is a compensation plan which provides for the payment of a specified fee without regard to the expenses actually incurred by Goldman Sachs. If such fee exceeds Goldman Sachs’ expenses, Goldman Sachs may realize a profit from these arrangements. The distribution fees received by Goldman Sachs under the Plans and CDSC on Class A, Class B and Class C Shares may be sold by Goldman Sachs as distributor to entities which provide financing for payments to Authorized Dealers in respect of sales of Class A, Class B and Class C Shares. To the extent such fees are not paid to such dealers, Goldman Sachs may retain such fees as compensation for its services and expenses of distributing the Funds’ Class A, Class B and Class C Shares.
     Under each Plan, Goldman Sachs, as distributor of each Fund’s Class A, Class B and Class C Shares, will provide to the Trustees of the Trust for their review, and the Trustees of the Trust will review at least quarterly, a written report of the services provided and amounts expended by Goldman Sachs under the Plans and the purposes for which such services were performed and expenditures were made.
     The Plans will remain in effect until June 30, 2006 and from year to year thereafter, provided that such continuance is approved annually by a majority vote of the Trustees of the Trust, including a majority of the non-interested Trustees of the Trust who have no direct or indirect financial interest in the Plans. The Plans may not be amended to increase materially the amount of distribution compensation without approval of a majority of the outstanding Class A, Class B or Class C Shares of the affected Fund and affected share class, but may be amended without shareholder approval to increase materially the amount of non-distribution compensation. All material amendments of a Plan must also be approved by the Trustees of the Trust in the manner described above. A Plan may be terminated at any time as to any Fund without payment of any penalty by a vote of a majority of the non-interested Trustees of the Trust or by vote of a majority of the Class A, Class B or Class C Shares, respectively, of the affected Fund and affected share class. If a Plan was terminated by the Trustees of the Trust and no successor plan was adopted, the Fund would cease to make payments to Goldman Sachs under the Plan and Goldman Sachs would be unable to recover the amount of any of its unreimbursed expenditures. So long as a Plan is in effect, the selection and nomination of non-interested Trustees of the Trust will be committed to the discretion of the non-interested Trustees of the Trust. The Trustees of the Trust have determined that in their judgment there is a reasonable likelihood that the Plans will benefit the Funds and their Class A, Class B and Class C Shareholders.

B-128


 

The following chart shows the distribution and service fees paid to Goldman Sachs for the fiscal years ended August 31, 2005, August 31, 2004 and August 31, 2003 by each Fund then in existence pursuant to the Class A Plan:
                         
    Fiscal year ended     Fiscal year ended     Fiscal year ended  
    August 31,     August 31,     August 31,  
    2005     2004     2003  
Balanced Fund
  $ 466,557     $ 392,563     $ 274,964  
Growth and Income Fund
    1,987,617       1,345,021       794,740  
Structured Large Cap Value Fund
    334,913       234,638       172,010  
Structured U.S. Equity Fund
    1,116,751       976,536       821,357  
Structured Large Cap Growth Fund
    324,563       319,044       310,676  
Structured Small Cap Equity Fund
    349,991       248,630       179,960  
Structured International Equity Fund
    528,922       471,015       380,968  
Capital Growth Fund
    3,422,358       3,575,375       3,462,450  
Strategic Growth Fund
    420,863       430,747       318,862  
Growth Opportunities Fund
    1,940,626       1,365,833       907,973  
Small/Mid-Cap Growth Fund 1
    97              
Mid Cap Value Fund
    4,351,797       1,740,117       945,970  
Small Cap Value Fund
    2,591,593       2,037,564       1,077,753  
Large Cap Value Fund
    999,206       650,190       531,232  
International Equity Fund
    780,199       1,452,991       1,885,790  
European Equity Fund
    49,237       108,349       145,307  
Japanese Equity Fund
    95,209       154,488       79,713  
International Small Cap Fund
    103,640       170,148       172,388  
Emerging Markets Equity Fund
    112,860       144,111       100,600  
Asia Equity Fund
    120,220       179,422       126,651  
Research Select Fund
    182,807       241,644       270,625  
Concentrated Growth Fund 2
    158,432       147,191       63,758  
 
1   The Class A Share class of the Small/Mid-Cap Growth Fund commenced operations on June 30, 2005.
 
2   The Class A Share class of the Concentrated Growth Fund commenced operations on September 3, 2002.

B-129


 

     The following chart shows the distribution and service fees paid to Goldman Sachs for the fiscal years ended August 31, 2005, August 31, 2004 and August 31, 2003 by each Fund then in existence pursuant to the Class B Plan:
                         
    Fiscal year ended     Fiscal year ended     Fiscal year ended  
    August 31,     August 31,     August 31,  
    2005     2004     2003  
Balanced Fund
  $ 309,690     $ 307,402     $ 243,470  
Growth and Income Fund
    976,163       907,535       750,181  
Structured Large Cap Value Fund
    207,952       194,296       171,821  
Structured U.S. Equity Fund
    1,145,578       1,233,382       1,153,400  
Structured Large Cap Growth Fund
    736,171       896,993       891,678  
Structured Small Cap Equity Fund
    196,949       211,060       158,624  
Structured International Equity Fund
    73,209       64,791       55,226  
Capital Growth Fund
    1,819,941       2,199,289       2,212,418  
Strategic Growth Fund
    109,329       122,165       95,957  
Growth Opportunities Fund
    914,006       914,415       698,500  
Small/Mid-Cap Growth Fund 1
    75              
Mid Cap Value Fund
    1,964,249       1,329,226       957,272  
Small Cap Value Fund
    1,147,869       1,117,451       766,905  
Large Cap Value Fund
    216,778       157,572       119,329  
International Equity Fund
    206,762       273,284       267,241  
European Equity Fund
    25,125       21,366       15,966  
Japanese Equity Fund
    19,615       19,852       14,045  
International Small Cap Fund
    42,179       25,946       11,311  
Emerging Markets Equity Fund
    45,206       26,205       12,335  
Asia Equity Fund
    49,044       40,251       26,090  
Research Select Fund
    1,046,563       1,292,248       1,362,744  
Concentrated Growth Fund 2
    1,025       889       578  
 
1   The Class B Share class of the Small/Mid-Cap Growth Fund commenced operations on June 30, 2005.
 
2   The Class B Share class of the Concentrated Growth Fund commenced operations on September 3, 2002.

B-130


 

     The following chart shows the distribution and service fees paid to Goldman Sachs for the fiscal years ended August 31, 2005, August 31, 2004 and August 31, 2003 by each Fund then in existence pursuant to the Class C Plan:
                         
    Fiscal year     Fiscal year     Fiscal year  
    ended     ended     ended  
    August 31,     August 31,     August 31,  
    2005     2004     2003  
Balanced Fund
  $ 60,905     $ 59,363     $ 53,285  
Growth and Income Fund
    147,084       112,796       88,818  
Structured Large Cap Value Fund
    196,023       157,681       119,700  
Structured U.S. Equity Fund
    397,338       395,621       344,787  
Structured Large Cap Growth Fund
    316,640       355,785       365,173  
Structured Small Cap Equity Fund
    226,815       205,727       120,424  
Structured International Equity Fund
    43,885       40,209       35,978  
Capital Growth Fund
    850,310       987,401       952,934  
Strategic Growth Fund
    114,343       118,400       60,364  
Growth Opportunities Fund
    914,486       695,828       507,514  
Small/Mid-Cap Growth Fund 1
    24              
Mid Cap Value Fund
    2,141,418       728,726       448,507  
Small Cap Value Fund
    1,338,256       1,115,463       541,674  
Large Cap Value Fund
    252,621       125,622       61,618  
International Equity Fund
    172,748       159,519       126,897  
European Equity Fund
    9,344       10,309       7,718  
Japanese Equity Fund
    16,661       20,400       19,414  
International Small Cap Fund
    72,767       30,546       13,574  
Emerging Markets Equity Fund
    18,432       11,134       6,981  
Asia Equity Fund
    18,672       15,542       9,490  
Research Select Fund
    393,820       531,911       644,149  
Concentrated Growth Fund 2
    3,216       2,352       96  
 
1   The Class C Share class of the Small/Mid-Cap Growth Fund commenced operations on June 30, 2005.
 
2   The Class C Share class of the Concentrated Growth Fund commenced operations on September 3, 2002.

B-131


 

During the fiscal year ended August 31, 2005, Goldman Sachs incurred the following expenses in connection with distribution under the Class A Plan of each applicable Fund with Class A Shares then in existence:
                                     
                        Printing and            
            Compensation and     Allocable     Mailing of     Preparation and      
            Expenses of the     Overhead,     Prospectuses to     Distribution of      
      Compensation to     Distributor and Its     Telephone and     Other Than Current     Sales Literature and      
      Dealers 1     Sales Personnel     Travel Expenses     Shareholders     Advertising     Totals
Fiscal Year Ended August 31, 2005:
                                   
Goldman Sachs Balanced Fund
  $ 539,872   $ 303,675   $ 126,522   $ 7,234   $ 15,357   $ 992,659
Goldman Sachs Growth and Income Fund
    1,665,702     1,369,676     583,913     33,388     70,873     3,723,553
Goldman Sachs Structured Large Cap Value Fund
    341,514     238,576     92,805     5,307     11,264     689,466
Goldman Sachs Structured US Equity Fund
    980,697     1,034,954     393,731     22,513     47,790     2,479,685
Goldman Sachs Structured Large Cap Growth Fund
    288,391     305,265     123,897     7,084     15,038     739,675
Goldman Sachs Structured Small Cap Equity Fund
    329,132     318,430     116,228     6,646     14,107     784,543
Goldman Sachs Structured International Equity Fund
    260,827     542,472     161,990     9,263     19,662     994,213
Goldman Sachs Capital Growth Fund
    2,854,590     2,875,381     1,029,143     58,846     124,914     6,942,874
Goldman Sachs Strategic Growth Fund
    229,878     537,442     139,182     7,958     16,893     931,354
Goldman Sachs Growth Opportunities Fund
    1,623,398     1,953,088     647,895     37,046     78,639     4,340,065
Goldman Sachs Small/Mid-Cap Growth Fund
    24     5                 29
Goldman Sachs Mid Cap Value Fund
    3,935,094     2,491,245     892,663     51,042     108,348     7,478,392
Goldman Sachs Small Capital Value Fund
    2,230,350     2,593,364     827,910     47,340     100,489     5,799,452
Goldman Sachs Large Cap Value Fund
    425,886     894,548     110,035     6,292     13,356     1,450,116
Goldman Sachs International Equity Fund
    513,214     1,133,879     347,783     19,886     42,213     2,056,975
Goldman Sachs European Equity Fund
    30,311     47,450     8,310     475     1,009     87,554
Goldman Sachs Japanese Equity Fund
    26,430     141,899     29,072     1,662     3,529     202,592
Goldman Sachs Intl Small Cap Fund
    23,346     97,706     1,350     77     164     122,643
Goldman Sachs Emerging Markets Equity Fund
    57,786     135,781     36,262     2,073     4,401     236,304
Goldman Sachs Asia Equity Fund
    47,810     133,407     29,951     1,713     3,635     216,516
Goldman Sachs Concentrated Growth Fund
    44,306     192,060     24,893     1,423     3,021     265,704
Goldman Sachs Research Select Fund
    182,618     196,239     83,796     4,791     10,171     477,616
 
1   Advance commissions paid to dealers of 1% on Class A Shares are considered deferred assets which are amortized over a period of 18 months; amounts presented above reflect amortization expense recorded during the period presented.

B-132


 

     During the fiscal year ended August 31, 2005 Goldman Sachs incurred the following expenses in connection with distribution under the Class B Plan of each applicable Fund with Class B Shares then in existence:
                         
        Compensation and           Preparation and    
        Expenses of the   Allocable Overhead,   Printing and Mailing of   Distribution of Sales    
    Compensation to   Distributor and Its Sales   Telephone and Travel   Prospectuses to Other Than   Literature and    
    Dealers 1   Personnel   Expenses   Current Shareholders   Advertising   Totals
Fiscal Year Ended August 31, 2005:
                       
Balanced Fund
  $93,394   $44,983   $20,694   $1,183   $2,512   $162,765
Growth and Income Fund
  327,561   321,822   136,103   7,782   16,520   809,788
Structured Large Cap Value Fund
  104,921   74,048   31,788   1,818   3,858   216,433
Structured U.S. Equity Fund
  383,791   411,515   174,230   9,962   21,147   1,000,645
Structured Large Cap Growth Fund
  229,762   165,910   74,667   4,269   9,063   483,671
Structured Small Cap Equity Fund
  180,578   71,407   30,572   1,748   3,711   288,016
Structured International Equity Fund
  9,631   9,833   4,496   257   546   24,762
Capital Growth Fund
  619,352   439,351   191,123   10,928   23,198   1,283,952
Strategic Growth Fund
  177,016   18,101   8,335   477   1,012   204,940
Growth Opportunities Fund
  1,052,984   197,525   86,486   4,945   10,497   1,352,439
Small/Mid-Cap Growth Fund
  14           14
Mid Cap Value Fund
  1,607,885   399,450   171,600   9,812   20,828   2,209,574
Small Cap Value Fund
  1,065,247   367,178   156,600   8,954   19,008   1,616,986
Large Cap Value Fund
  158,288   46,252   19,938   1,140   2,420   228,037
International Equity Fund
  58,595   178,446   73,732   4,216   8,949   323,939
European Equity Fund
  18,374   474   785   45   95   19,773
Japanese Equity Fund
  31,124   (1,179)   (80)   (5)   (10)   29,852
International Small Cap Fund
  41,705   14,064   6,111   349   742   62,971
Emerging Markets Equity Fund
  30,289   17,316   7,492   428   909   56,434
Asia Equity Fund
  15,185   25,061   10,419   596   1,265   52,526
Research Select Fund
  775,066   114,879   57,620   3,295   6,994   957,854
Concentrated Growth Fund
  1,339   272   113   6   14   1,744
 
1   Advance commissions paid to dealers of 4% on Class B Shares are considered deferred assets which are amortized over a period of 6 years; amounts presented above reflect amortization expense recorded during the period presented.

B-133


 

     During the fiscal year ended August 31, 2005 Goldman Sachs incurred the following expenses in connection with distribution under the Class C Plan of each applicable Fund with Class C Shares then in existence:
                                                 
            Compensation and                   Preparation and    
            Expenses of the   Allocable Overhead,   Printing and Mailing of   Distribution of    
    Compensation to   Distributor and Its   Telephone and Travel   Prospectuses to Other Than   Sales Literature    
    Dealers 1   Sales Personnel   Expenses   Current Shareholders   and Advertising   Totals
Fiscal Year Ended August 31, 2005:
                                               
Balanced Fund
  $ 21,588     $ 12,321     $ 5,498     $ 314     $ 667     $ 40,389  
Growth and Income Fund
    208,339       27,068       11,814       676       1,434       249,331  
Structured Large Cap Value Fund
    195,202       406                         195,608  
Structured U.S. Equity Fund
    442,357       112,468       47,888       2,738       5,812       611,263  
Structured Large Cap Growth Fund
    343,555       82,055       35,909       2,053       4,359       467,931  
Structured Small Cap Equity Fund
    219,34       79,275       33,433       1,912       4,058       338,022  
Structured International Equity Fund
    16,792       24,615       10,228       585       1,241       53,461  
Capital Growth Fund
    942,167       194,056       83,850       4,795       10,177       1,235,046  
Strategic Growth Fund
    115,302       12,394       5,979       342       726       134,743  
Growth Opportunities Fund
    878,814       182,480       78,626       7,496       9,543       1,153,959  
Small/Mid-Cap Growth Fund
                                     
Mid Cap Value Fund
    1,994,478       286,666       122,849       7,024       14,911       2,426,199  
Small Cap Value Fund
    1,380,201       406,083       173,147       9,900       21,016       1,990,348  
Large Cap Value Fund
    249,241       31,057       13,693       783       1,662       296,436  
International Equity Fund
    170,123       71,834       30,104       1,721       3,654       277,437  
European Equity Fund
    9,792       (60 )     239       14       29       10,014  
Japanese Equity Fund
    20,374       636       569       33       69       21,680  
International Small Cap Fund
    34,275       14,605       6,438       368       781       56,467  
Emerging Markets Equity Fund
    18,658       4,313       1,922       110       233       25,235  
Asia Equity Fund
    22,103       3,622       1,675       96       203       27,698  
Research Select Fund
    426,348       91,699       40,881       2,338       4,962       566,227  
Concentrated Growth Fund
    3,262       177       96       5       12       3,551  
 
1   Advance commissions paid to dealers of 1% on Class C Shares are considered deferred assets which are amortized over a period of 1 year; amounts presented above reflect amortization expense recorded during the period presented.

B-134


 

In cases where the amounts expended by Goldman Sachs exceeded the compensation received by Goldman Sachs under the Plans, the payments under the Plans were used by Goldman Sachs to compensate it for the expenses shown above on a pro-rata basis.
OTHER INFORMATION REGARDING MAXIMUM SALES CHARGE, PURCHASES,
REDEMPTIONS, EXCHANGES AND DIVIDENDS
(Class A Shares, Class B Shares and Class C Shares Only)
     The following information supplements the information in the Prospectus under the captions “Shareholder Guide” and “Dividends.” Please see the Prospectus for more complete information.
Maximum Sales Charges
     Class A Shares of each Fund are sold with a maximum sales charge of 5.5%. Using the net asset value per share as of August 31, 2005, the maximum offering price of each Fund’s Class A Shares would be as follows:
                         
            Maximum     Offering  
    Net Asset     Sales     Price to  
    Value     Charge     Public  
Balanced Fund
  $ 19.88       5.5 %   $ 21.04  
Growth and Income Fund
    25.55       5.5 %     27.04  
Structured Large Cap Value Fund
    12.69       5.5 %     13.43  
Structured U.S. Equity Fund
    29.13       5.5 %     30.83  
Structured Large Cap Growth Fund
    12.55       5.5 %     13.28  
Structured Small Cap Equity Fund
    14.55       5.5 %     15.40  
Structured International Equity Fund
    11.70       5.5 %     12.38  
Capital Growth Fund
    20.06       5.5 %     21.23  
Strategic Growth Fund
    8.75       5.5 %     9.26  
Growth Opportunities Fund
    22.21       5.5 %     23.50  
Small/Mid-Cap Growth Fund
    10.40       5.5 %     11.01  
Mid Cap Value Fund
    36.88       5.5 %     39.03  
Small Cap Value Fund
    43.07       5.5 %     45.58  
Large Cap Value Fund
    13.40       5.5 %     14.18  
International Equity Fund
    17.78       5.5 %     18.81  
European Equity Fund
    12.29       5.5 %     13.01  
Japanese Equity Fund
    9.58       5.5 %     10.14  
International Small Cap Fund
    15.83       5.5 %     16.75  
Emerging Markets Equity Fund
    15.76       5.5 %     16.68  
Asia Equity Fund
    13.38       5.5 %     14.16  
Research Select Fund
    7.02       5.5 %     7.43  
Concentrated Growth Fund
    12.74       5.5 %     13.48  
     The actual sales charge that is paid by an investor on the purchase of Class A Shares may differ slightly from the sales charge listed above or in a Fund’s Prospectus due to rounding in the calculations. For example, the sales load disclosed above and in the Funds’ Prospectuses is only shown to one decimal place (i.e., 5.5%). The actual sales charge that is paid by an investor will be rounded to two decimal places. As a result of such rounding in the calculations, the actual sales load paid by an investor may be somewhat greater (e.g., 5.53%) or somewhat lesser (e.g., 5.48%) than that listed above or in the Prospectuses. Contact your financial advisor for further information.

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Other Purchase Information
     The sales and waivers on the Funds’ shares are due to the nature of the investors involved and/or the reduced sales effort that is needed to obtain such investments.
     If shares of a Fund are held in a “street name” account with an Authorized Dealer, all recordkeeping, transaction processing and payments of distributions relating to the beneficial owner’s account will be performed by the Authorized Dealer, and not by the Fund and its Transfer Agent. Since the Funds will have no record of the beneficial owner’s transactions, a beneficial owner should contact the Authorized Dealer to purchase, redeem or exchange shares, to make changes in or give instructions concerning the account or to obtain information about the account. The transfer of shares in a “street name” account to an account with another dealer or to an account directly with the Fund involves special procedures and will require the beneficial owner to obtain historical purchase information about the shares in the account from the Authorized Dealer.
Right of Accumulation (Class A)
     A Class A shareholder qualifies for cumulative quantity discounts if the current purchase price of the new investment plus the shareholder’s current holdings of existing Class A, Class B or Class C Shares (acquired by purchase or exchange) of a Fund and Class A Shares of any other Goldman Sachs Fund total the requisite amount for receiving a discount. For example, if a shareholder owns shares with a current market value of $65,000 and purchases additional Class A Shares of any Goldman Sachs Fund with a purchase price of $45,000, the sales charge for the $45,000 purchase would be 3.75% (the rate applicable to a single purchase of $100,000 but less than $250,000). Class A, Class B and/or Class C Shares of the Funds and any other Goldman Sachs Fund purchased (i) by an individual, his spouse and his children, and (ii) by a trustee, guardian or other fiduciary of a single trust estate or a single fiduciary account, will be combined for the purpose of determining whether a purchase will qualify for such right of accumulation and, if qualifying, the applicable sales charge level. For purposes of applying the right of accumulation, shares of the Funds and any other Goldman Sachs Fund purchased by an existing client of Goldman Sachs Wealth Management or GS Ayco Holding LLC will be combined with Class A, Class B and/or Class C Shares and other assets held by all other Goldman Sachs Wealth Management accounts or accounts of GS Ayco Holding LLC, respectively. In addition, Class A, Class B and/or Class C Shares of the Funds and Class A, Class B and/or Class C Shares of any other Goldman Sachs Fund purchased by partners, directors, officers or employees of the same business organization, groups of individuals represented by and investing on the recommendation of the same accounting firm, certain affinity groups or other similar organizations (collectively, “eligible persons”) may be combined for the purpose of determining whether a purchase will qualify for the right of accumulation and, if qualifying, the applicable sales charge level. This right of accumulation is subject to the following conditions: (i) the business organization’s, group’s or firm’s agreement to cooperate in the offering of the Fund’s shares to eligible persons; and (ii) notification to the relevant Fund at the time of purchase that the investor is eligible for this right of accumulation. In addition, in connection with SIMPLE IRA accounts, cumulative quantity discounts are available on a per plan basis if (i) your employee has been assigned a cumulative discount number by Goldman Sachs; and (ii) your account, alone or in combination with the accounts of other plan participants also invested in Class A, Class B and/or Class C Shares of Goldman Sachs Funds, totals the requisite aggregate amount as described in the Prospectus.

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Statement of Intention (Class A)
     If a shareholder anticipates purchasing at least $50,000 of Class A Shares of a Fund alone or in combination with Class A Shares of any other Goldman Sachs Fund within a 13-month period, the shareholder may purchase shares of the Fund at a reduced sales charge by submitting a Statement of Intention (the “Statement”). Shares purchased pursuant to a Statement will be eligible for the same sales charge discount that would have been available if all of the purchases had been made at the same time. The shareholder or his Authorized Dealer must inform Goldman Sachs that the Statement is in effect each time shares are purchased. There is no obligation to purchase the full amount of shares indicated in the Statement. A shareholder may include the value of all Class A Shares on which a sales charge has previously been paid as an “accumulation credit” toward the completion of the Statement, but a price readjustment will be made only on Class A Shares purchased within ninety (90) days before submitting the Statement. The Statement authorizes the Transfer Agent to hold in escrow a sufficient number of shares which can be redeemed to make up any difference in the sales charge on the amount actually invested. For purposes of satisfying the amount specified on the Statement, the gross amount of each investment, exclusive of any appreciation on shares previously purchased, will be taken into account.
     The provisions applicable to the Statement, and the terms of the related escrow agreement, are set forth in Appendix D to this Additional Statement.
Cross-Reinvestment of Dividends and Distributions
     Shareholders may receive dividends and distributions in additional shares of the same class of a Fund or they may elect to receive them in cash or shares of the same class of other Goldman Sachs Funds or ILA Service Shares of the Prime Obligations Fund or the Tax-Exempt Diversified Fund, if they hold Class A Shares of a Fund, or ILA Class B or Class C Shares of the Prime Obligations Fund, if they hold Class B or Class C Shares of a Fund (the “ILA Funds”).
     A Fund shareholder should obtain and read the prospectus relating to any other Goldman Sachs Fund or ILA Fund and its shares and consider its investment objective, policies and applicable fees before electing cross-reinvestment into that Fund. The election to cross-reinvest dividends and capital gain distributions will not affect the tax treatment of such dividends and distributions, which will be treated as received by the shareholder and then used to purchase shares of the acquired fund. Such reinvestment of dividends and distributions in shares of other Goldman Sachs Funds or ILA Funds is available only in states where such reinvestment may legally be made.
Automatic Exchange Program
     A Fund shareholder may elect to exchange automatically a specified dollar amount of shares of a Fund for shares of the same class or an equivalent class of another Goldman Sachs Fund into an identical account or an account registered in a different name or with a different address, social security or other taxpayer identification number, provided that the account in the acquired fund has been established, appropriate signatures have been obtained and the minimum initial investment requirement has been satisfied. A Fund shareholder should obtain and read the prospectus relating to any other Goldman Sachs Fund and its shares and consider its investment objective, policies and applicable fees and expenses before electing an automatic exchange into that Goldman Sachs Fund.

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Class C Exchanges
     As stated in the Prospectuses, Goldman Sachs normally begins paying the annual 0.75% distribution fee on Class C Shares to Authorized Dealers after the shares have been held for one year. When an Authorized Dealer enters into an appropriate agreement with Goldman Sachs and stops receiving this payment on Class C Shares that have been beneficially owned by the Authorized Dealer’s customers for at least ten years, those Class C Shares may be exchanged for Class A Shares (which bear a lower distribution fee) of the same Fund at their relative net asset value without a sales charge in recognition of the reduced payment to the Authorized Dealer.
Systematic Withdrawal Plan
     A systematic withdrawal plan (the “Systematic Withdrawal Plan”) is available to shareholders of a Fund whose shares are worth at least $5,000. The Systematic Withdrawal Plan provides for monthly payments to the participating shareholder of any amount not less than $50.
     Dividends and capital gain distributions on shares held under the Systematic Withdrawal Plan are reinvested in additional full and fractional shares of the applicable Fund at net asset value. The Transfer Agent acts as agent for the shareholder in redeeming sufficient full and fractional shares to provide the amount of the systematic withdrawal payment. The Systematic Withdrawal Plan may be terminated at any time. Goldman Sachs reserves the right to initiate a fee of up to $5 per withdrawal, upon thirty (30) days written notice to the shareholder. Withdrawal payments should not be considered to be dividends, yield or income. If periodic withdrawals continuously exceed new purchases and reinvested dividends and capital gains distributions, the shareholder’s original investment will be correspondingly reduced and ultimately exhausted. The maintenance of a withdrawal plan concurrently with purchases of additional Class A, Class B or Class C Shares would be disadvantageous because of the sales charge imposed on purchases of Class A Shares or the imposition of a CDSC on redemptions of Class A, Class B or Class C Shares. The CDSC applicable to Class A, Class B or Class C Shares redeemed under a systematic withdrawal plan may be waived. See “Shareholder Guide” in the Prospectuses. In addition, each withdrawal constitutes a redemption of shares, and any gain or loss realized must be reported for federal and state income tax purposes. A shareholder should consult his or her own tax adviser with regard to the tax consequences of participating in the Systematic Withdrawal Plan. For further information or to request a Systematic Withdrawal Plan, please write or call the Transfer Agent.

B-138


 

Class B Contingent Deferred Sales Charge- Shares Received in Connection with the Expedition Funds’ Reorganization
     Former Class B shareholders of the Expedition Equity Fund or Expedition Equity Income Fund who received Class B Shares of the Goldman Sachs Structured U.S. Equity Fund or Goldman Sachs Growth and Income Fund in connection with the reorganization of the Expedition Funds into the Trust will be charged a contingent deferred sales charge (a “CDSC”) on those Goldman Sachs Fund Class B Shares based on the CDSC schedule set forth below. Goldman Sachs Fund Class B Shares purchased by former Expedition Fund shareholders after the effective time of the Expedition Fund reorganization will be charged CDSCs according to the Goldman Sachs Fund CDSC schedule set forth in the Equity Funds’ prospectuses.
     
Year since Purchase   CDSC as a Percentage of
    Dollar Amount Subject to CDSC
First
  4.00%
Second
  3.00%
Third
  3.00%
Fourth
  2.00%
Fifth
  1.00%
Sixth
  0.00%
Seventh
  0.00%
Eighth
  0.00%
Class B Shares will automatically convert to Class A Shares after eight years.
SERVICE PLAN AND SHAREHOLDER ADMINISTRATION PLAN
(Service Shares Only)
     The Funds have adopted a service plan and a separate shareholder administration plan (the “Plans”) with respect to the Service Shares which authorize the Funds to compensate Service Organizations for providing certain personal and account maintenance services and shareholder administration services to their customers who are or may become beneficial owners of such Shares. Pursuant to the Plans, each Fund enters into agreements with Service Organizations which purchase Service Shares of the Fund on behalf of their customers (“Service Agreements”). Under such Service Agreements the Service Organizations may perform some or all of the following services:
     (a) Personal and account maintenance services, including: (i) providing facilities to answer inquiries and respond to correspondence with customers and other investors about the status of their accounts or about other aspects of the Trust or the applicable Fund; (ii) acting as liaison between the Service Organization’s customers and the Trust, including obtaining information from the Trust and assisting the Trust in correcting errors and resolving problems; (iii) providing such statistical and other information as may be reasonably requested by the Trust or necessary for the Trust to comply with applicable federal or state law; (iv) responding to investor requests for prospectuses; (v) displaying and making prospectuses available on the Service Organization’s premises; and (vi) assisting customers in completing application forms, selecting dividend and other account options and opening custody accounts with the Service Organization.

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     (b) Shareholder administration services, including: (i) acting or arranging for another party to act, as recordholder and nominee of the Service Shares beneficially owned by the Service Organization’s customers; (ii) establishing and maintaining, or assist in establishing and maintaining, individual accounts and records with respect to the Service Shares owned by each customer; (iii) processing, or assist in processing, confirmations concerning customer orders to purchase, redeem and exchange Service Shares; (iv) receiving and transmitting, or assist in receiving and transmitting funds representing the purchase price or redemption proceeds of such Service Shares; (v) facilitating the inclusion of Service Shares in accounts, products or services offered to the Service Organization’s customers by or through the Service Organization; (vi) processing dividend payments on behalf of customers; and (vii) performing other related services which do not constitute “any activity which is primarily intended to result in the sale of shares” within the meaning of Rule 12b-1 under the Act or “personal and account maintenance services” within the meaning of the NASD’s Conduct Rules.
     As compensation for such services, each Fund will pay each Service Organization a personal and account maintenance service fee and a shareholder administration service fee in an amount up to 0.25% and 0.25%, respectively, (on an annualized basis) of the average daily net assets of the Service Shares of such Fund attributable to or held in the name of such Service Organization.
     The amount of the service and shareholder administration fees paid by each Fund then in existence to Service Organizations pursuant to the Plans was as follows for the fiscal years ended August 31, 2005, August 31, 2004 and August 31, 2003.
                         
    Fiscal year   Fiscal year   Fiscal year
    Ended   Ended   Ended
    August 31,   August 31,   August 31,
    2005   2004   2003
Balanced Fund
  $ 16     $ 36     $ 58  
Growth and Income Fund
    5,960       6,980       17,041  
Structured Large Cap Value Fund
    3,379       2,019       1,405  
Structured U.S. Equity Fund
    49,503       44,001       33,081  
Structured Large Cap Growth Fund
    1,361       2,047       1,838  
Structured Small Cap Equity Fund
    204,045       252,519       144,907  
Structured International Equity Fund
    42,962       388       121  
Capital Growth Fund
    34,447       30,296       28,509  
Strategic Growth Fund
    1,539       809       5  
Growth Opportunities Fund
    18,158       5,056       2,375  
Small/Mid-Cap Growth Fund 1
    9              
Mid Cap Value Fund
    179,411       39,302       9,809  
Small Cap Value Fund
    128,252       48,450       15,821  
Large Cap Value Fund
    5,495       401       7  
International Equity Fund
    2,364       4,737       19,659  
European Equity Fund
    1,306       123       7  
Japanese Equity Fund
    7       3       5  
International Small Cap Fund
    1,029       514       154  
Emerging Markets Equity Fund
    4,885       2,432       456  
Asia Equity Fund
                 
Research Select Fund
    76       70       57  
Concentrated Growth Fund 2
    10       9       7  
 
1   The Small/Mid-Cap Growth Fund commenced operations on June 30, 2005.
 
2   Prior to September 3, 2002, the Concentrated Growth Fund had not offered Service Shares.

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     The Funds have adopted the Service Plan but not the Shareholder Administration Plan pursuant to Rule 12b-1 under the Act in order to avoid any possibility that service fees paid to the Service Organizations pursuant to the Service Agreements might violate the Act. Rule 12b-1, which was adopted by the SEC under the Act, regulates the circumstances under which an investment company or series thereof may bear expenses associated with the distribution of its shares. In particular, such an investment company or series thereof cannot engage directly or indirectly in financing any activity which is primarily intended to result in the sale of shares issued by the company unless it has adopted a plan pursuant to, and complies with the other requirements of, such Rule. The Trust believes that fees paid for the services provided in the Service Plan and described above are not expenses incurred primarily for effecting the distribution of Service Shares. However, should such payments be deemed by a court or the SEC to be distribution expenses, such payments would be duly authorized by the Plan. The Shareholder Administration Plan has not been adopted pursuant to Rule 12b-1 under the Act.
     Conflict of interest restrictions (including the Employee Retirement Income Security Act of 1974) may apply to a Service Organization’s receipt of compensation paid by a Fund in connection with the investment of fiduciary assets in Service Shares of a Fund. Service Organizations, including banks regulated by the Comptroller of the Currency, the Federal Reserve Board or the Federal Deposit Insurance Corporation, and investment advisers and other money managers subject to the jurisdiction of the SEC, the Department of Labor or state securities commissions, are urged to consult their legal advisers before investing fiduciary assets in Service Shares of a Fund. In addition, under some state securities laws, banks and other financial institutions purchasing Service Shares on behalf of their customers may be required to register as dealers.
     The Trustees, including a majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan or the related Service Agreements, most recently voted to approve the Plans and related Service Agreements at a meeting called for the purpose of voting on such Plans and Service Agreements on June 16, 2005. The Plans and related Service Agreements will remain in effect until June 30, 2006 and will continue in effect thereafter only if such continuance is specifically approved annually by a vote of the Trustees in the manner described above. The Service Plan may not be amended (but the Shareholder Administration Plan may be amended) to increase materially the amount to be spent for the services described therein without approval of the Service Shareholders of the affected Fund and all material amendments of each Plan must also be approved by the Trustees in the manner described above. The Plans may be terminated at any time by a majority of the Trustees as described above or by a vote of a majority of the affected Fund’s outstanding Service Shares. The Service Agreements may be terminated at any time, without payment of any penalty, by vote of a majority of the Trustees as described above or by a vote of a majority of the outstanding Service Shares of the affected Fund on not more than sixty (60) days’ written notice to any other party to the Service Agreements. The Service Agreements will terminate automatically if assigned. So long as the Plans are in effect, the selection and nomination of those Trustees who are not interested persons will be committed to the discretion of the non-interested Trustees. The Trustees have determined that, in their judgment, there is a reasonable likelihood that the Plans will benefit the Funds and the holders of Service Shares of the Funds.

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APPENDIX A
DESCRIPTION OF SECURITIES RATINGS
Short-Term Credit Ratings
     A Standard & Poor’s short-term issue credit rating is a current opinion of the creditworthiness of an obligor with respect to a specific financial obligation having an original maturity of no more than 365 days. The following summarizes the rating categories used by Standard & Poor’s for short-term issues:
     “A-1” – Obligations are rated in the highest category and indicate that the obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
     “A-2” – Obligations are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.
     “A-3” – Obligations exhibit adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
     “B” – Obligations are regarded as having significant speculative characteristics. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.
     “C” – Obligations are currently vulnerable to nonpayment and are dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation.
     “D” – Obligations are in payment default. The “D” rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor’s believes that such payments will be made during such grace period. The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
     Local Currency and Foreign Currency Risks — Country risk considerations are a standard part of Standard & Poor’s analysis for credit ratings on any issuer or issue. Currency of repayment is a key factor in this analysis. An obligor’s capacity to repay Foreign Currency obligations may be lower than its capacity to repay obligations in its local currency due to the sovereign government’s own relatively lower capacity to repay external versus domestic debt. These sovereign risk considerations are incorporated in the debt ratings assigned to specific issues. Foreign Currency issuer ratings are also

1-A


 

distinguished from local currency issuer ratings to identify those instances where sovereign risks make them different for the same issuer.
     Moody’s short-term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or individual short-term debt instruments. These obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted. The following summarizes the rating categories used by Moody’s for short-term obligations:
     “P-1” – Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
     “P-2” – Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
     “P-3” – Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term debt obligations.
     “NP” – Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
     Fitch Ratings, Inc. (“Fitch”) short-term ratings apply to time horizons of less than 12 months for most obligations, or up to three years for U.S. public finance securities, and thus place greater emphasis on the liquidity necessary to meet financial commitments in a timely manner. The following summarizes the rating categories used by Fitch for short-term obligations:
     “F1” – Securities possess the highest credit quality. This designation indicates the strongest capacity for timely payment of financial commitments and may have an added “+” to denote any exceptionally strong credit feature.
     “F2” – Securities possess good credit quality. This designation indicates a satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.
     “F3” – Securities possess fair credit quality. This designation indicates that the capacity for timely payment of financial commitments is adequate; however, near-term adverse changes could result in a reduction to non-investment grade.
     “B” – Securities possess speculative credit quality. This designation indicates minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions.
     “C” – Securities possess high default risk. Default is a real possibility. This designation indicates a capacity for meeting financial commitments which is solely reliant upon a sustained, favorable business and economic environment.
     “D” – Securities are in actual or imminent payment default.

2-A


 

     “NR” – This designation indicates that Fitch does not publicly rate the issuer or issue in question.
     The following summarizes the ratings used by Dominion Bond Rating Service Limited (“DBRS”) for commercial paper and short-term debt:
     “R-1 (high)” — Short-term debt rated “R-1 (high)” is of the highest credit quality, and indicates an entity possessing an unquestioned ability to repay current liabilities as they fall due. Entities rated in this category normally maintain strong liquidity positions, conservative debt levels and profitability that is both stable and above average. Companies achieving an “R-1 (high)” rating are normally leaders in structurally sound industry segments with proven track records, sustainable positive future results and no substantial qualifying negative factors. Given the extremely tough definition which DBRS has established for the “R-1 (high)” category, few entities are strong enough to achieve this rating.
     “R-1 (middle)” – Short-term debt rated “R-1 (middle)” is of superior credit quality and, in most cases, ratings in this category differ from “R-1 (high)” credits by only a small degree. Given the extremely tough definition which DBRS has established for the “R-1 (high)” category, entities rated “R-1 (middle)” are also considered strong credits which typically exemplify above average strength in key areas of consideration for timely repayment of short-term liabilities.
     “R-1 (low)” – Short-term debt rated “R-1 (low)” is of satisfactory credit quality. The overall strength and outlook for key liquidity, debt and profitability ratios are not normally as favorable as with higher rating categories, but these considerations are still respectable. Any qualifying negative factors which exist are considered manageable, and the entity is normally of sufficient size to have some influence in its industry.
     “R-2 (high)” – Short-term debt rated “R-2 (high)” is considered to be at the upper end of adequate credit quality. The ability to repay obligations as they mature remains acceptable, although the overall strength and outlook for key liquidity, debt, and profitability ratios are not as strong as credits rated in the “R-1 (low)” category. Relative to the latter category, other shortcomings often include areas such as stability, financial flexibility, and the relative size and market position of the entity within its industry.
     “R-2 (middle)” – Short-term debt rated “R-2 (middle)” is considered to be of adequate credit quality. Relative to the “R-2 (high)” category, entities rated “R-2 (middle)” typically have some combination of higher volatility, weaker debt or liquidity positions, lower future cash flow capabilities, or hold a weaker industry position. Ratings in this category would also be more vulnerable to adverse changes in financial and economic conditions.
     “R-2 (low)” – Short-term debt rated “R-2 (low)” is considered to be of only just adequate credit quality, one step up from being speculative. While not yet defined as speculative, the “R-2 (low)” category signifies that although, repayment is still expected, the certainty of repayment could be impacted by a variety of possible adverse developments, many of which would be outside of the issuer’s control. Entities in this area often have limited access to capital markets and may also have limitations in securing alternative sources of liquidity, particularly during periods of weak economic conditions.

3-A


 

     “R-3 (high),” “R-3 (middle),” “R-3 (low)” – Short-term debt rated “R-3” is speculative, and within the three subset grades, the capacity for timely payment ranges from mildly speculative to doubtful. “R-3” credits tend to have weak liquidity and debt ratios, and the future trend of these ratios is also unclear. Due to its speculative nature, companies with “R-3” ratings would normally have very limited access to alternative sources of liquidity. Earnings and cash flow would typically be very unstable, and the level of overall profitability of the entity is also likely to be low. The industry environment may be weak, and strong negative qualifying factors are also likely to be present.
     “D” – Short-term debt rated “D” implies the issuer has either not met a scheduled payment or the issuer has made it clear that it will be missing such a payment in the near future. In some cases, DBRS may not assign a “D” rating under a bankruptcy announcement scenario, as allowances for grace periods may exist in the underlying legal documentation. Once assigned, the “D” rating will continue as long as the missed payment continues to be in arrears, and until such time as the rating is suspended, discontinued, or reinstated by DBRS.
Long-Term Credit Ratings
     The following summarizes the ratings used by Standard & Poor’s for long-term issues:
     “AAA” – An obligation rated “AAA” has the highest rating assigned by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.
     “AA” – An obligation rated “AA” differs from the highest rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.
     “A” – An obligation rated “A” is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.
     “BBB” – An obligation rated “BBB” exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
     Obligations rated “BB,” “B,” “CCC,” “CC,” and “C” are regarded as having significant speculative characteristics. “BB” indicates the least degree of speculation and “C” the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
     “BB” – An obligation rated “BB” is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.
     “B” – An obligation rated “B” is more vulnerable to nonpayment than obligations rated “BB,” but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse

4-A


 

business, financial or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.
     “CCC” – An obligation rated “CCC” is currently vulnerable to nonpayment, and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
     “CC” – An obligation rated “CC” is currently highly vulnerable to nonpayment.
     “C” – A subordinated debt or preferred stock obligation rated “C” is currently highly vulnerable to nonpayment. The “C” rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but payments on this obligation are being continued. A “C” rating will also be assigned to a preferred stock issue in arrears on dividends or sinking fund payments, but that is currently paying.
     “D” – An obligation rated “D” is in payment default. The “D” rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor’s believes that such payment will be made during such grace period. The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
     Plus (+) or minus (-) – The ratings from “AA” through “CCC” may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
     “N.R.” – This indicates that no rating has been requested, that there is insufficient information on which to base a rating or that Standard & Poor’s does not rate a particular obligation as a matter of policy.
     Local Currency and Foreign Currency Risks — Country risk considerations are a standard part of Standard & Poor’s analysis for credit ratings on any issuer or issue. Currency of repayment is a key factor in this analysis. An obligor’s capacity to repay Foreign Currency obligations may be lower than its capacity to repay obligations in its local currency due to the sovereign government’s own relatively lower capacity to repay external versus domestic debt. These sovereign risk considerations are incorporated in the debt ratings assigned to specific issues. Foreign Currency issuer ratings are also distinguished from local currency issuer ratings to identify those instances where sovereign risks make them different for the same issuer.
     The following summarizes the ratings used by Moody’s for long-term debt:
     “Aaa” – Obligations rated “Aaa” are judged to be of the highest quality, with minimal credit risk.
     “Aa” – Obligations rated “Aa” are judged to be of high quality and are subject to very low credit risk.

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     “A” – Obligations rated “A” are considered upper-medium grade and are subject to low credit risk.
     “Baa” – Obligations rated “Baa” are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
     “Ba” – Obligations rated “Ba” are judged to have speculative elements and are subject to substantial credit risk.
     “B” – Obligations rated “B” are considered speculative and are subject to high credit risk.
     “Caa” – Obligations rated “Caa” are judged to be of poor standing and are subject to very high credit risk.
     “Ca” – Obligations rated “Ca” are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
     “C” – Obligations rated “C” are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.
     Note: Moody’s applies numerical modifiers 1, 2, and 3 in each generic rating classification from “Aa” through “Caa.” The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
     The following summarizes long-term ratings used by Fitch:
     “AAA” – Securities considered to be investment grade and of the highest credit quality. “AAA” ratings denote the lowest expectation of credit risk and are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
     “AA” – Securities considered to be investment grade and of very high credit quality. “AA” ratings denote a very low expectation of credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
     “A” – Securities considered to be investment grade and of high credit quality. “A” ratings denote a low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.
     “BBB” – Securities considered to be investment grade and of good credit quality. “BBB” ratings denote that there is currently a low expectation of credit risk. The capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment-grade category.

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     “BB” – Securities considered to be speculative. “BB” ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.
     “B” – Securities considered to be highly speculative. “B” ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.
     “CCC,” “CC” and “C” – Securities have high default risk. Default is a real possibility, and capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. A “CC” rating indicates that default of some kind appears probable. “C” ratings signal imminent default.
     “DDD,” “DD” and “D” – Securities are in default. The ratings of obligations in these categories are based on their prospects for achieving partial or full recovery in a reorganization or liquidation of the obligor. While expected recovery values are highly speculative and cannot be estimated with any precision, the following serve as general guidelines. “DDD” obligations have the highest potential for recovery, around 90%-100% of outstanding amounts and accrued interest. “DD” indicates potential recoveries in the range of 50%-90% and “D” the lowest recovery potential, i.e., below 50%.
     Entities rated in this category have defaulted on some or all of their obligations. Entities rated “DDD” have the highest prospect for resumption of performance or continued operation with or without a formal reorganization process. Entities rated “DD” and “D” are generally undergoing a formal reorganization or liquidation process; those rated “DD” are likely to satisfy a higher portion of their outstanding obligations, while entities rated “D” have a poor prospect of repaying all obligations.
     Plus (+) or minus (-) may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the “AAA” category or to categories below “CCC”.
     “NR” indicates that Fitch does not publicly rate the issuer or issue in question.
     The following summarizes the ratings used by DBRS for long-term debt:
     “AAA” — Long-term debt rated “AAA” is of the highest credit quality, with exceptionally strong protection for the timely repayment of principal and interest. Earnings are considered stable, the structure of the industry in which the entity operates is strong, and the outlook for future profitability is favorable. There are few qualifying factors present which would detract from the performance of the entity. The strength of liquidity and coverage ratios is unquestioned and the entity has established a creditable track record of superior performance. Given the extremely high standard which DBRS has set for this category, few entities are able to achieve a “AAA” rating.
     “AA” – Long-term debt rated “AA” is of superior credit quality, and protection of interest and principal is considered high. In many cases, it differs from long-term debt rated “AAA” only to a small degree. Given the extremely restrictive definition DBRS has for the “AAA” category, entities rated “AA” are also considered to be strong credits which typically exemplify above-average strength

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in key areas of consideration and are unlikely to be significantly affected by reasonably foreseeable events.
     “A” – Long-term debt rated “A” is of satisfactory credit quality. Protection of interest and principal is still substantial, but the degree of strength is less than with “AA” rated entities. While “A” is a respectable rating, entities in this category are considered to be more susceptible to adverse economic conditions and have greater cyclical tendencies than higher-rated securities.
     “BBB” – Long-term debt rated “BBB” is of adequate credit quality . Protection of interest and principal is considered acceptable, but the entity is fairly susceptible to adverse changes in financial and economic conditions, or there may be other adverse conditions present which reduce the strength of the entity and its rated securities.
     “BB” Long-term debt rated “BB” is defined to be speculative and non investment-grade, where the degree of protection afforded interest and principal is uncertain, particularly during periods of economic recession. Entities in the “BB” range typically have limited access to capital markets and additional liquidity support. In many cases, deficiencies in critical mass, diversification and competitive strength are additional negative considerations.
     “B” – Long-term debt rated “B” is highly speculative and there is a reasonably high level of uncertainty as to the ability of the entity to pay interest and principal on a continuing basis in the future, especially in periods of economic recession or industry adversity.
     “CCC”, CC” and “C” –Long-term debt rated in any of these categories is very highly speculative and is in danger of default of interest and principal. The degree of adverse elements present is more severe than long-term debt rated “B.” Long-term debt rated below “B” often has characteristics which, if not remedied, may lead to default. In practice, there is little difference between these categories, with “CC” and “C” normally used for lower ranking debt of companies for which the senior debt is rated in the “CCC” to “B” range.
     “D” Long-term debt rated “D” implies the issuer has either not met a scheduled payment of interest or principal or that the issuer has made it clear that it will miss such a payment in the near future. In some cases, DBRS may not assign a “D” rating under a bankruptcy announcement scenario, as allowances for grace periods may exist in the underlying legal documentation. Once assigned, the “D” rating will continue as long as the missed payment continues to be in arrears, and until such time as the rating is suspended, discontinued or reinstated by DBRS.
     (“high”, “low”) – Each rating category is denoted by the subcategories “high” and “low”. The absence of either a “high” or “low” designation indicates the rating is in the “middle” of the category. The “AAA” and “D” categories do not utilize “high”, “middle”, and “low” as differential grades.
Notes to Short-Term and Long-Term Credit Ratings
Standard & Poor’s
      CreditWatch: CreditWatch highlights the potential direction of a short- or long-term rating. It focuses on identifiable events and short-term trends that cause ratings to be placed under special

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surveillance by Standard & Poor’s analytical staff. These may include mergers, recapitalizations, voter referendums, regulatory action or anticipated operating developments. Ratings appear on CreditWatch when such an event or a deviation from an expected trend occurs and additional information is necessary to evaluate the current rating. A listing, however, does not mean a rating change is inevitable, and whenever possible, a range of alternative ratings will be shown. CreditWatch is not intended to include all ratings under review, and rating changes may occur without the ratings having first appeared on CreditWatch. The “positive” designation means that a rating may be raised; “negative” means a rating may be lowered; and “developing” means that a rating may be raised, lowered or affirmed.
      Rating Outlook : A Standard & Poor’s rating outlook assesses the potential direction of a long-term credit rating over the intermediate term (typically six months to two years). In determining a rating outlook, consideration is given to any changes in the economic and/or fundamental business conditions. An outlook is not necessarily a precursor of a rating change or future CreditWatch action.
    “Positive” means that a rating may be raised.
    “Negative” means that a rating may be lowered.
    “Stable” means that a rating is not likely to change.
    “Developing” means a rating may be raised or lowered.
Moody’s
      Watchlist : Moody’s uses the Watchlist to indicate that a rating is under review for possible change in the short-term. A rating can be placed on review for possible upgrade (“UPG”), on review for possible downgrade (“DNG”) or more rarely with direction uncertain (“UNC”). A credit is removed from the Watchlist when the rating is upgraded, downgraded or confirmed.
      Rating Outlooks: A Moody’s rating outlook is an opinion regarding the likely direction of a rating over the medium term. Where assigned, rating outlooks fall into the following four categories: Positive (“POS”), Negative (“NEG”), Stable (“STA”) and Developing (“DEV” — contingent upon an event). In the few instances where an issuer has multiple outlooks of differing directions, an “(m)” modifier (indicating multiple, differing outlooks) will be displayed, and Moody’s written research will describe any differences and provide the rationale for these differences. A “RUR” (Rating(s) Under Review) designation indicates that the issuer has one or more ratings under review for possible change, and thus overrides the outlook designation. When an outlook has not been assigned to an eligible entity, “NOO” (No Outlook) may be displayed.
Fitch
      Withdrawn: A rating is withdrawn when Fitch deems the amount of information available to be inadequate for rating purposes, or when an obligation matures, is called, or refinanced.
      Rating Watch: Ratings are placed on Rating Watch to notify investors that there is a reasonable probability of a rating change and the likely direction of such change. These are designated as “Positive”, indicating a potential upgrade, “Negative”, for a potential downgrade, or “Evolving”, if ratings may be raised, lowered or maintained. Rating Watch is typically resolved over a relatively short period.

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      Rating Outlook: A Rating Outlook indicates the direction a rating is likely to move over a one-to two-year period. Outlooks may be “positive”, “stable” or “negative”. A positive” or “negative” Rating Outlook does not imply a rating change is inevitable. Similarly, ratings for which outlooks are “stable” could be upgraded or downgraded before an outlook moves to “positive” or “negative” if circumstances warrant such an action. Occasionally, Fitch may be unable to identify the fundamental trend. In these cases, the Rating Outlook may be described as “evolving”.
DBRS
      Rating Trends: Each DBRS rating category is appended with one of three rating trends – “Positive”, “Stable”, or “Negative”. The rating trend helps to give the investor an understanding of DBRS’s opinion regarding the outlook for the rating in question. However, the investor must not assume that a positive or negative trend necessarily indicates that a rating change is imminent.
      Rating Actions: In addition to confirming or changing ratings, other DBRS rating actions include:
      (1) Suspended Ratings. Rating opinions are forward looking. While a rating will consider the historical performance of an issuer, a rating is an assessment of the issuer’s future ability and willingness to meet outstanding obligations. As such, for a complete credit quality assessment, DBRS normally requires the cooperation of the issuer so that management strategies and projections may be evaluated and qualified.
     Since the availability of such information is critical to the rating assessment, any reluctance in management’s willingness to supply such information (either perceived or actual) may cause a rating to be changed or even suspended. The eventual action will depend upon DBRS’s assessment of the degree of accuracy of a rating, possibly without the cooperation of management. Suspended ratings indicate that an issuer still has outstanding debt, but DBRS no longer provides a current rating opinion on the credit quality of that outstanding debt.
      (2) Discontinued Ratings. When an entity retires all, or virtually all, of its outstanding debt within a particular category and has no plans to re-issue in the near future (e.g. commercial paper, long-term debt or preferred shares), DBRS may discontinue its rating. Other less common circumstances where DBRS may also discontinue ratings include situations where the rated debt is no longer in the public market, where a defeasance structure removes the credit risk of the issuer as a consideration or where the debt comes to be held by a few large institutions that do not require ongoing DBRS ratings.
      (3) Ratings “Under Review.” In practice, DBRS maintains continuous surveillance of the entities it rates and therefore all ratings are always under review. Accordingly, when a significant event occurs that directly impacts the credit quality of a particular entity or group of entities, DBRS will attempt to provide an immediate rating opinion. However, if there is high uncertainty regarding the outcome of the event, and DBRS is unable to provide an objective, forward-looking opinion in a timely fashion, then the rating(s) of the issuer(s) will be placed “Under Review” since they may no longer be appropriate and can no longer be relied upon.

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     Ratings which are “Under Review” are qualified with one of the following three provisional statements: “negative implications”, “positive implications”, or “developing implications”. These qualifications indicate DBRS’s preliminary evaluation of the impact on the credit quality of the security/issuer. Although the three provisional statements may provide some guidance to subscribers, situations and potential rating implications may vary widely and DBRS’s final rating conclusion may depart from its preliminary assessment. For each of these three provisional statements, further due diligence has to be completed in order to determine the applicable rating. In this respect, and while the previous rating may no longer be appropriate and can no longer be relied upon to gauge credit quality, the three provisional statements are an attempt to provide initial guidance as to possible rating outcomes after the due diligence process has been completed and DBRS has finalized its view.
Municipal Note Ratings
     A Standard & Poor’s U.S. municipal note rating reflects the liquidity factors and market access risks unique to notes due in three years or less. Notes maturing beyond three years will most likely receive a long-term debt rating. The following summarizes the ratings used by Standard & Poor’s for municipal notes:
     “SP-1” – The issuers of these municipal notes exhibit a strong capacity to pay principal and interest. Those issues determined to possess a very strong capacity to pay debt service are given a plus (+) designation.
     “SP-2” – The issuers of these municipal notes exhibit a satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
     “SP-3” – The issuers of these municipal notes exhibit speculative capacity to pay principal and interest.
     Moody’s uses three rating categories for short-term municipal obligations that are considered investment grade. These ratings are designated as Municipal Investment Grade (“MIG”) and are divided into three levels – “MIG-1” through “MIG-3”. In addition, those short-term obligations that are of speculative quality are designated “SG”, or speculative grade. MIG ratings expire at the maturity of the obligation. The following summarizes the ratings used by Moody’s for these short-term obligations:
     “MIG-1” – This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support or demonstrated broad-based access to the market for refinancing.
     “MIG-2” – This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
     “MIG-3” – This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.

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     “SG” – This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
     In the case of variable rate demand obligations (“VRDOs”), a two-component rating is assigned; a long- or short-term debt rating and a demand obligation rating. The first element represents Moody’s evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moody’s evaluation of the degree of risk associated with the ability to receive purchase price upon demand (“demand feature”), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or “VMIG” rating.
     When either the long- or short-term aspect of a VRDO is not rated, that piece is designated “NR”, e.g., “Aaa/NR” or “NR/VMIG-1”.
     VMIG rating expirations are a function of each issue’s specific structural or credit features.
     “VMIG-1” – This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
     “VMIG-2” – This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
     “VMIG-3” – This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
     “SG” – This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.
     Fitch uses the same ratings for municipal securities as described above for other short-term credit ratings.
About Credit Ratings
A Standard & Poor’s issue credit rating is a current opinion of the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The issue credit rating is not a recommendation to purchase, sell or hold a financial obligation inasmuch as it does not comment as to market price or suitability for a particular investor. Credit ratings may be changed, suspended or withdrawn as a result of changes in, or unavailability of, information or based on other circumstances.

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Moody’s credit ratings must be construed solely as statements of opinion and not as statements of fact or recommendations to purchase, sell or hold any securities.
Fitch credit ratings are an opinion on the ability of an entity or a securities issue to meet financial commitments, such as interest, preferred dividends, or repayment of principal, on a timely basis. Fitch credit ratings are used by investors as indications of the likelihood of getting their money back in accordance with the terms on which they invested. Fitch credit ratings are not recommendations to buy, sell or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature or taxability of any payments of any security. The ratings are based on information from issuers, other obligors, underwriters, their experts and other sources Fitch believes to be reliable. Fitch does not audit or verify the truth or accuracy of such information. Ratings may be changed or withdrawn as a result of changes in, or the unavailability of, information or for other reasons.
DBRS credit ratings are not buy, hold or sell recommendations, but rather the result of qualitative and quantitative analysis focusing solely on the credit quality of the issuer and its underlying obligations.

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APPENDIX B
2005 ISS Proxy Voting Guidelines Summary
The following is a concise summary of the ISS proxy voting policy guidelines for 2005.
1. Auditors
Vote CASE-BY-CASE on shareholder proposals on auditor rotation, taking into account these factors:
  Tenure of the audit firm
  Establishment and disclosure of a renewal process whereby the auditor is regularly evaluated for both audit quality and competitive price
  Length of the rotation period advocated in the proposal
  Significant audit-related issues
  Number of audit committee meetings held each year
  Number of financial experts serving on the committee
2. Board of Directors
Voting on Director Nominees in Uncontested Elections
Generally, vote CASE-BY-CASE. But WITHHOLD votes from:
  Insiders and affiliated outsiders on boards that are not at least majority independent
  Directors who sit on more than six boards, or on more than two public boards in addition to their own if they are CEOs of public companies
  Directors who adopt a poison pill without shareholder approval since the company’s last annual meeting and there is no requirement to put the pill to shareholder vote within 12 months of its adoption
  Directors who serve on the compensation committee when there is a negative correlation between chief executive pay and company performance (fiscal year end basis)
  Directors who have failed to address the issue(s) that resulted in any of the directors receiving more than 50% withhold votes out of those cast at the previous board election
Classification/Declassification of the Board
Vote AGAINST proposals to classify the board.
Vote FOR proposals to repeal classified boards and to elect all directors annually.
Independent Chairman (Separate Chairman/CEO)
Vote FOR shareholder proposals asking that the chairman and CEO positions be separated (independent chairman), unless the company has a strong countervailing governance structure, including a lead director, two-thirds independent board, all independent key committees, and established governance guidelines. Additionally, the company should not have underperformed its peers.
Majority of Independent Directors/Establishment of Committees
Vote FOR shareholder proposals asking that a majority or more of directors be independent unless the board composition already meets the ISS definition of independence.
Open Access (shareholder resolution)

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Vote CASE-BY-CASE basis, taking into account the ownership threshold proposed in the resolution and the proponent’s rationale.
3. Shareholder Rights
Shareholder Ability to Act by Written Consent
Vote AGAINST proposals to restrict or prohibit shareholder ability to take action by written consent.
Vote FOR proposals to allow or make easier shareholder action by written consent.
Shareholder Ability to Call Special Meetings
Vote AGAINST proposals to restrict or prohibit shareholder ability to call special meetings.
Vote FOR proposals that remove restrictions on the right of shareholders to act independently of management.
Supermajority Vote Requirements
Vote AGAINST proposals to require a supermajority shareholder vote.
Vote FOR proposals to lower supermajority vote requirements.
Cumulative Voting
Vote AGAINST proposals to eliminate cumulative voting.
Vote proposals to restore or permit cumulative voting on a CASE-BY-CASE basis relative to the company’s other governance provisions.
Confidential Voting
Vote FOR shareholder proposals requesting that corporations adopt confidential voting, use independent vote tabulators and use independent inspectors of election. In proxy contests, support confidential voting proposals only if dissidents agree to the same policy that applies to management.
4. Proxy Contests
Voting for Director Nominees in Contested Elections
Votes in a contested election of directors must be evaluated on a CASE-BY-CASE basis, considering the factors that include the long-term financial performance, management’s track record, qualifications of director nominees (both slates), and an evaluation of what each side is offering shareholders.
Reimbursing Proxy Solicitation Expenses
Vote CASE-BY-CASE. Where ISS recommends in favor of the dissidents, we also recommend voting for reimbursing proxy solicitation expenses.
5. Poison Pills
Vote FOR shareholder proposals that ask a company to submit its poison
pill for shareholder ratification. Review on a CASE-BY-CASE basis shareholder proposals to redeem a company’s poison pill and management proposals to ratify a poison pill.
6. Mergers and Corporate Restructurings

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Vote CASE-BY-CASE on mergers and corporate restructurings based on such features as the fairness opinion, pricing, strategic rationale, and the negotiating process.
7. Reincorporation Proposals
Proposals to change a company’s state of incorporation should be evaluated on a CASE-BY-CASE basis, giving consideration to both financial and corporate governance concerns, including the reasons for reincorporating, a comparison of the governance provisions, and a comparison of the jurisdictional laws. Vote FOR reincorporation when the economic factors outweigh any neutral or negative governance changes.
8. Capital Structure
Common Stock Authorization
Votes on proposals to increase the number of shares of common stock authorized for issuance are determined on a CASE-BY-CASE basis using a model developed by ISS.
Vote AGAINST proposals at companies with dual-class capital structures to increase the number of authorized shares of the class of stock that has superior voting rights.
Vote FOR proposals to approve increases beyond the allowable increase when a company’s shares are in danger of being delisted or if a company’s ability to continue to operate as a going concern is uncertain.
Dual-class Stock
Vote AGAINST proposals to create a new class of common stock with superior voting rights.
Vote FOR proposals to create a new class of nonvoting or subvoting common stock if:
  It is intended for financing purposes with minimal or no dilution to current shareholders
  It is not designed to preserve the voting power of an insider or significant shareholder
9. Executive and Director Compensation
ISS applies a quantitative methodology, but for Russell 3000 companies will also apply a pay-for-performance overlay in assessing equity-based compensation plans.
Vote AGAINST a plan if the cost exceeds the allowable cap.
Vote FOR a plan if the cost is reasonable (below the cap) unless any of the following conditions apply:
  The plan expressly permits repricing of underwater options without shareholder approval; or
  There is a disconnect between the CEO’s pay and performance (an increase in pay and a decrease in performance), the main source for the pay increase is equity-based, and the CEO participates in the plan being voted on
  The company’s most recent three-year burn rate is excessive and is an outlier within its peer group
A company that has triggered the burn rate policy may avoid an AGAINST vote recommendation, if it commits to meet the industry average burn rate over the next three years. The above general voting guidelines for pay for performance may change if the compensation committee members can demonstrate improved performance in an additional public filing such as a DEFA 14A or 8K. To demonstrate improved performance, committee members should review all components of a CEO’s

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compensation and prepare a tally sheet with dollar amounts under various payout scenarios. The committee should also have the sole authority to hire and fire outside compensation consultants.
Director Compensation
Before recommending a vote FOR a director equity plan, ISS will review the company’s proxy statement for the following qualitative features:
  Stock ownership guidelines (a minimum of three times the annual cash retainer)
  Vesting schedule or mandatory holding/deferral period (minimum vesting of three years for stock options or restricted stock)
  Balanced mix between cash and equity
  Non-employee directors should not receive retirement benefits/perquisites
  Detailed disclosure of cash and equity compensation for each director
Management Proposals Seeking Approval to Reprice Options
Votes on management proposals seeking approval to reprice options are evaluated on a CASE-BY-CASE basis giving consideration to the following:
  Historic trading patterns
  Rationale for the repricing
  Value-for-value exchange
  Option vesting
  Term of the option
  Exercise price
  Participation
  Treatment of surrendered options
Qualified Employee Stock Purchase Plans
Vote on qualified employee stock purchase plans on a CASE-BY-CASE basis.
Vote FOR qualified employee stock purchase plans where all of the following apply:
  Purchase price is at least 85 percent of fair market value
  Offering period is 27 months or less, and
  Potential voting power dilution (VPD) is 10 percent or less.
Vote AGAINST qualified employee stock purchase plans where any of the opposite conditions occur.
Nonqualified Employee Stock Purchase Plans
Vote on nonqualified employee stock purchase plans on a CASE-BY-CASE basis.
Vote FOR nonqualified plans with all the following features:
  Broad-based participation
  Limits on employee contribution (a fixed dollar amount or a percentage of base salary)
  Company matching contribution up to 25 percent of employee’s contribution, which is effectively a discount of 20 percent from market value
  No discount on the stock price on the date of purchase since there is a company matching contribution
Vote AGAINST nonqualified employee stock purchase plans if they do not meet the above criteria.
Shareholder Proposals on Compensation

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Generally vote CASE-BY-CASE, taking into account company performance, pay level versus peers, pay level versus industry, and long term corporate outlook. But generally vote FOR shareholder proposals that:
    Advocate the use of performance-based awards like indexed, premium-priced, and performance-vested options or performance-based shares, unless the proposal is overly restrictive or the company already substantially uses such awards.
    Call for a shareholder vote on extraordinary benefits contained in Supplemental Executive Retirement Plans (SERPs).
10. Social and Environmental Issues
These issues cover a wide range of topics, including consumer and public safety, environment and energy, general corporate issues, labor standards and human rights, military business, and workplace diversity.
In general, vote CASE-BY-CASE. While a wide variety of factors goes into each analysis, the overall principal guiding all vote recommendations focuses on how the proposal will enhance the economic value of the company.
Vote:
  FOR proposals for the company to amend its Equal Employment Opportunity (EEO) Statement to include reference to sexual orientation, unless the change would result in excessive costs for the company.
  AGAINST resolutions asking for the adopting of voluntary labeling of ingredients or asking for companies to label until a phase out of such ingredients has been completed.
  CASE-BY-CASE on proposals calling for companies to report on the risks associated with outsourcing, with consideration of the risks associated with certain international markets, the utility of such a report to shareholders, and the existence of a publicly available code of corporate conduct that applies to international operations.

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APPENDIX C
BUSINESS PRINCIPLES OF GOLDMAN, SACHS & CO.
Goldman Sachs is noted for its Business Principles, which guide all of the firm’s activities and serve as the basis for its distinguished reputation among investors worldwide.
      Our client’s interests always come first. Our experience shows that if we serve our clients well, our own success will follow.
      Our assets are our people, capital and reputation. If any of these is ever diminished, the last is the most difficult to restore. We are dedicated to complying fully with the letter and spirit of the laws, rules and ethical principles that govern us. Our continued success depends upon unswerving adherence to this standard.
      We take great pride in the professional quality of our work. We have an uncompromising determination to achieve excellence in everything we undertake. Though we may be involved in a wide variety and heavy volume of activity, we would, if it came to a choice, rather be best than biggest.
      We stress creativity and imagination in everything we do. While recognizing that the old way may still be the best way, we constantly strive to find a better solution to a client’s problems. We pride ourselves on having pioneered many of the practices and techniques that have become standard in the industry.
      We make an unusual effort to identify and recruit the very best person for every job. Although our activities are measured in billions of dollars, we select our people one by one. In a service business, we know that without the best people, we cannot be the best firm.
      We offer our people the opportunity to move ahead more rapidly than is possible at most other places. We have yet to find limits to the responsibility that our best people are able to assume. Advancement depends solely on ability, performance and contribution to the Firm’s success, without regard to race, color, religion, sex, age, national origin, disability, sexual orientation, or any other impermissible criterion or circumstance.
      We stress teamwork in everything we do. While individual creativity is always encouraged, we have found that team effort often produces the best results. We have no room for those who put their personal interests ahead of the interests of the Firm and its clients.
      The dedication of our people to the Firm and the intense effort they give their jobs are greater than one finds in most other organizations. We think that this is an important part of our success.
      Our profits are a key to our success. They replenish our capital and attract and keep our best people. It is our practice to share our profits generously with all who helped create them. Profitability is crucial to our future.

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      We consider our size an asset that we try hard to preserve. We want to be big enough to undertake the largest project that any of our clients could contemplate, yet small enough to maintain the loyalty, the intimacy and the esprit de corps that we all treasure and that contribute greatly to our success.
      We constantly strive to anticipate the rapidly changing needs of our clients and to develop new services to meet those needs. We know that the world of finance will not stand still and that complacency can lead to extinction.
      We regularly receive confidential information as part of our normal client relationships. To breach a confidence or to use confidential information improperly or carelessly would be unthinkable.
      Our business is highly competitive, and we aggressively seek to expand our client relationships. However, we must always be fair to competitors and must never denigrate other firms.
      Integrity and honesty are the heart of our business. We expect our people to maintain high ethical standards in everything they do, both in their work for the firm and in their personal lives.

2-C


 

Goldman, Sachs & Co.’s History of Excellence
1869
Is founded by Marcus Goldman
1882
Becomes a private partnership when Samuel Sachs joins the firm
1896
Joins New York Stock Exchange
1906
Takes Sears public
1925
Finances Warner Brothers to develop sound in movies
1933-69
Senior Partner Sidney J. Weinberg serves as adviser to five presidents: Roosevelt, Truman, Eisenhower, Kennedy, and Johnson
1956
Co-manages Ford’s initial public offering, the largest IPO to date
1985
Senior Partner John C. Whitehead named Deputy Secretary of State
1986
Takes Microsoft public
1988
Goldman Sachs Asset Management (GSAM) is established, formalizing the asset management capability that Goldman Sachs initiated in 1981 by managing money market funds for institutional clients; 50 employees
1990s
Investment Banking Division is #1 in M&A for seven years in the 1990s
1995
Senior Partner Robert E. Rubin named Treasury Secretary
1996
GSAM acquires CIN Management ($23 B)

3-C


 

1997
Launches web site that delivers trading ideas, research reports, and analytical tools to clients worldwide
GSAM acquires Commodities Corp. ($1.6 B in Hedge Fund assets); Acquires Liberty Investment Management ($6B in growth assets)
1998
Takes ebay public
1999
Goldman, Sachs & Co. becomes a public company
2001
GSAM AUM pass $300B mark
2002
Advises and services 45% of the Forbes 400 1
Growth Team is awarded the year’s single largest U.S. institutional mandate
2003
Acquires The Ayco Company, L.P.; Announces it will combine Australian operation with JBWere to form Goldman Sachs JBWere
  1.   Source: Forbes.com, October 2003. Reprinted by permission of Forbes Magazine © 2004 Forbes Inc.

4-C


 

APPENDIX D
Statement of Intention
(applicable only to Class A Shares)
     If a shareholder anticipates purchasing $50,000 or more of Class A Shares of a Fund alone or in combination with Class A Shares of another Goldman Sachs Fund within a 13-month period, the shareholder may obtain shares of the Fund at the same reduced sales charge as though the total quantity were invested in one lump sum by checking and filing the Statement of Intention in the Account Application. Income dividends and capital gain distributions taken in additional shares, as well as any appreciation on shares previously purchased, will not apply toward the completion of the Statement of Intention.
     To ensure that the reduced price will be received on future purchases, the investor must inform Goldman Sachs that the Statement of Intention is in effect each time shares are purchased. Subject to the conditions mentioned below, each purchase will be made at the public offering price applicable to a single transaction of the dollar amount specified on the Account Application. The investor makes no commitment to purchase additional shares, but if the investor’s purchases within 13 months plus the value of shares credited toward completion do not total the sum specified, the investor will pay the increased amount of the sales charge prescribed in the Escrow Agreement.
Escrow Agreement
     Out of the initial purchase (or subsequent purchases if necessary), 5% of the dollar amount specified on the Account Application will be held in escrow by the Transfer Agent in the form of shares registered in the investor’s name. All income dividends and capital gains distributions on escrowed shares will be paid to the investor or to his or her order. When the minimum investment so specified is completed (either prior to or by the end of the 13th month), the investor will be notified and the escrowed shares will be released.
     If the intended investment is not completed, the investor will be asked to remit to Goldman Sachs any difference between the sales charge on the amount specified and on the amount actually attained. If the investor does not within 20 days after written request by Goldman Sachs pay such difference in the sales charge, the Transfer Agent will redeem, pursuant to the authority given by the investor in the Account Application, an appropriate number of the escrowed shares in order to realize such difference. Shares remaining after any such redemption will be released by the Transfer Agent.

1-D


 

PART C
OTHER INFORMATION
Item 23. Exhibits
     The following exhibits relating to Goldman Sachs Trust are incorporated herein by reference to Post-Effective Amendment No. 26 to Goldman Sachs Trust’s Registration Statement on Form N-1A (Accession No. 000950130-95-002856); to Post-Effective Amendment No. 27 to such Registration Statement (Accession No. 0000950130-96-004931); to Post-Effective Amendment No. 29 to such Registration Statement (Accession No. 0000950130-97-000573); to Post-Effective Amendment No. 31 to such Registration Statement (Accession No. 0000950130-97-000805); to Post-Effective Amendment No. 32 to such Registration Statement (Accession No. 0000950130-97-0001846); to Post-Effective Amendment No. 40 to such Registration Statement (Accession No. 0000950130-97-004495); to Post-Effective Amendment No. 41 to such Registration Statement (Accession No 0000950130-98-000676); to Post-Effective Amendment No. 43 to such Registration Statement (Accession No. 0000950130-98-000965); to Post-Effective Amendment No. 44 to such Registration Statement (Accession No. 0000950130-98-002160); to Post-Effective Amendment No. 46 to such Registration Statement (Accession No. 0000950130-98-003563); to Post-Effective Amendment No. 47 to such Registration Statement (Accession No. 0000950130-98-004845); to Post-Effective Amendment No. 48 to such Registration Statement (Accession No. 0000950109-98-005275); to Post-Effective Amendment No. 50 to such Registration Statement (Accession No. 0000950130-98-006081); to Post-Effective Amendment No. 51 to such Registration Statement (Accession No. 0000950130-99-000178); to Post-Effective Amendment No. 52 to such Registration Statement (Accession No. 0000950130-99-000742); to Post-Effective Amendment No. 53 to such Registration Statement (Accession No. 0000950130-99-001069); to Post-Effective Amendment No. 54 to such Registration Statement (Accession No. 0000950130-99-002212); to Post-Effective Amendment No. 55 to such Registration Statement (Accession No. 0000950109-99-002544); to Post-Effective Amendment No. 56 to such Registration Statement (Accession No. 0000950130-99-005294); to Post-Effective Amendment No. 57 to such Registration Statement (Accession No. 0000950109-99-003474); to Post-Effective Amendment No. 58 to such Registration Statement (Accession No. 0000950109-99-004208); to Post-Effective Amendment No. 59 to such Registration Statement (Accession No. 0000950130-99-006810); to Post-Effective Amendment No. 60 to such Registration Statement (Accession No. 0000950109-99-004538) (no exhibits filed as part of this Amendment); to Post-Effective Amendment No. 61 to such Registration Statement (Accession No. 0000950130-00-000099) (no exhibits filed as part of this Amendment); to Post-Effective Amendment No. 62 to such Registration Statement (Accession No. 0000950109-00-000585); to Post-Effective Amendment No. 63 to such Registration Statement (Accession No. 0000950109-00-001365); to Post-Effective Amendment No. 64 to such Registration Statement (Accession No. 0000950130-00-002072); to Post-Effective Amendment No. 65 to such Registration Statement (Accession No. 0000950130-00-002509); to Post-Effective Amendment No. 66 to such Registration Statement (Accession No. 0000950130-00-003033); to Post-Effective Amendment No. 67 to such Registration Statement (Accession No. 0000950130-00-003405); to Post-Effective Amendment No. 68 to such Registration Statement (Accession No. 0000950109-00-500123); to Post-Effective Amendment No. 69 to such Registration Statement (Accession No. 0000950109-00-500156); to Post-Effective Amendment No. 70 to such Registration Statement (Accession No. 0000950109-01-000419); to

 


 

Post-Effective Amendment No. 71 to such Registration Statement (Accession No. 0000950109-01-500094); to Post-Effective Amendment No. 72 to such Registration Statement (Accession No. 0000950109-01-500540); to Post-Effective Amendment No. 73 to such Registration Statement (Accession No. 0000950123-01-509514); to Post-Effective Amendment No. 74 to such Registration Statement (Accession No. 0000950123-02-002026); to Post-Effective Amendment No. 75 to such Registration Statement (Accession No. 0000950123-02-003780); to Post-Effective Amendment No. 76 to such Registration Statement (Accession No. 0000950123-02-006143); to Post-Effective Amendment No. 77 to such Registration Statement (Accession No. 0000950123-02-006151); to Post-Effective Amendment No. 78 to such Registration Statement (Accession No. 0000950123-02-007177); to Post-Effective Amendment No. 79 to such Registration Statement (Accession No. 0000950123-02-011711); to Post-Effective Amendment No. 80 to such Registration Statement (Accession No. 0000950123-02-011988); to Post-Effective Amendment No. 81 to such Registration Statement (Accession No. 0000950123-03-001754); to Post-Effective Amendment No. 82 to such Registration Statement (Accession No. 0000950123-03-004262); to Post-Effective Amendment No. 83 to such Registration Statement (Accession No. 0000950123-03-007054); to Post-Effective Amendment No. 84 to such Registration Statement (Accession No. 0000950123-03-009618); to Post-Effective Amendment No. 85 to such Registration Statement (Accession No. 0000950123-03-013727); to Post-Effective Amendment No. 86 to such Registration Statement (Accession No. 0000950123-04-002212); to Post-Effective Amendment No. 87 to such Registration Statement (Accession No. 0000950123-04-003073); to the Registrant’s Registration Statement on Form N-14 relating to the Registrant’s acquisition of the Golden Oak ® Family of Funds (“Acquisition”) (Accession No. 0000950123-04-008643); to Post-Effective Amendment No. 88 to the Registrant’s Registration Statement on Form N-1A (Accession No. 0000950123-04-004668) to Post-Effective Amendment No. 93 to the Registrant’s Registration Statement on Form N-1A (Accession No. 0000950123-04-015178); to Post-Effective Amendment No. 103 to the Registrant’s Registration Statement on Form N-1A (Accession No. 0000950123-05-007490); and to Post-Effective Amendment No. 109 to the Registrant’s Registration Statement on Form N-1A (Accession No. 0000950123-05-011442); and to Post-Effective Amendment No. 112 to the Registrant’s Registration Statement on Form N-1A (Accession No. 0000950123-05-014459).
     
     (a)(1).
  Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950130-97-000573).
 
   
     (a)(2).
  Amendment No. 1 dated April 24, 1997 to Agreement and Declaration of Trust January 28, 1997. (Accession No. 0000950130-97-004495).
 
   
     (a)(3).
  Amendment No. 2 dated July 21, 1997 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130- 97-004495).
 
   
     (a)(4).
  Amendment No. 3 dated October 21, 1997 to the Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-98-000676).
 
   

 


 

     
     (a)(5).
  Amendment No. 4 dated January 28, 1998 to the Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-98-000676).
 
   
     (a)(6).
  Amendment No. 5 dated April 23, 1998 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-98-004845).
 
   
     (a)(7).
  Amendment No. 6 dated July 22, 1998 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-98-004845).
 
   
     (a)(8).
  Amendment No. 7 dated November 3, 1998 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-98-006081).
 
   
     (a)(9).
  Amendment No. 8 dated January 22, 1999 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-99-000742).
 
   
     (a)(10).
  Amendment No. 9 dated April 28, 1999 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950109-99-002544).
 
   
     (a)(11).
  Amendment No. 10 dated July 27, 1999 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-99-005294).
 
   
     (a)(12).
  Amendment No. 11 dated July 27, 1999 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-99-005294).
 
   
     (a)(13).
  Amendment No. 12 dated October 26, 1999 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-99-004208).
 
   
     (a)(14).
  Amendment No. 13 dated February 3, 2000 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950109-00-000585).
 
   
     (a)(15).
  Amendment No. 14 dated April 26, 2000 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-00-002509).

 


 

     
 
   
     (a)(16).
  Amendment No. 15 dated August 1, 2000 to Agreement and Declaration of Trust, as amended, dated January 28, 1997. (Accession No. 0000950109-00-500123).
 
   
     (a)(17).
  Amendment No. 16 dated January 30, 2001 to Agreement and Declaration of Trust, dated January 28, 1997. (Accession No. 0000950109-01-500540).
 
   
     (a)(18).
  Amendment No. 17 dated April 25, 2001 to Agreement and Declaration of Trust, dated January 28, 1997. (Accession No. 0000950123-01-509514).
 
   
     (a)(19).
  Amendment No. 18 dated July 1, 2002 to Agreement and Declaration of Trust, dated January 28, 1997. (Accession No. 0000950123-02-011711).
 
   
     (a)(20).
  Amendment No. 19 dated August 1, 2002 to Agreement and Declaration of Trust, dated January 28, 1997. (Accession No. 0000950123-02-011711).
 
   
     (a)(21).
  Amendment No. 20 dated August 1, 2002 to Agreement and Declaration of Trust, dated January 28, 1997. (Accession No. 0000950123-02-011711).
 
   
     (a)(22).
  Amendment No. 21 dated January 29, 2003 to the Agreement and Declaration of Trust, dated January 28, 1997. (Accession No. 0000950123-03-001754).
 
   
     (a)(23).
  Amendment No. 22 dated July 31, 2003 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-03-013727).
 
   
     (a)(24).
  Amendment No. 23 dated October 30, 2003 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-03-013727).
 
   
     (a)(25).
  Amendment No. 24 dated May 6, 2004 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-04-008643).
 
   
     (a)(26).
  Amendment No. 25 dated April 21, 2004 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-04-015178).
 
   
     (a)(27).
  Amendment No. 26 dated November 4, 2004 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-04-015178).

 


 

     
     (a)(28).
  Amendment No. 27 dated February 10, 2005 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123- 05-007490).
 
   
     (a)(29).
  Amendment No. 28 dated May 12, 2005 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-05-014459).
 
   
     (a)(30).
  Amendment No. 29 dated June 16, 2005 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-05-014459).
 
   
     (a)(31).
  Amendment No. 30 dated August 4, 2005 to the Agreement and Declaration of Trust dated January 28, 1977. (Accession No. 0000950123-05-014459)
 
   
     (b)(1).
  Amended and Restated By-laws of the Delaware business trust dated January 28, 1997. (Accession No. 0000950130-97-000573).
 
   
     (b)(2).
  Amended and Restated By-laws of the Delaware business trust dated January 28, 1997 as amended and restated July 27, 1999. (Accession No. 0000950130-99-005294).
 
   
     (b)(3).
  Amended and Restated By-laws of the Delaware business trust dated January 28, 1997 as amended and restated October 30, 2002. (Accession No. 0000950123-02-011711).
 
   
     (b)(4).
  Amendment to Amended and Restated By-laws of the Delaware business trust dated January 28, 1997 as amended and restated October 30, 2002. (Accession No. 0000950123-04-015178).
 
   
     (b)(5).
  Amendment No. 1 dated November 4, 2004 to Amended and Restated By- Laws of the Delaware business trust dated January 28, 1997 as amended and restated October 30, 2002. (Accession No. 0000950123-04-007490).
 
   
     (c).
  Article II, Section 10, Article IV, Section 3, Article V, Article VI, Article VII, Article IX, Section 8 and Section 9 of the Registrant’s Agreement and Declaration of Trust incorporated herein by reference as Exhibit (a)(1) and Article III of the Registrant’s Amended and Restated By-Laws incorporated by reference as Exhibit (b)(3).
 
   
     (d)(1).
  Management Agreement dated April 30, 1997 between Registrant, on behalf of Goldman Sachs Short Duration Government Fund, and Goldman Sachs Funds Management, L.P. (Accession No. 0000950130-98-000676).

 


 

     
     (d)(2).
  Management Agreement dated April 30, 1997 between Registrant, on behalf of Goldman Sachs Adjustable Rate Government Fund, and Goldman Sachs Funds Management, L.P. (Accession No. 0000950130-98-000676).
 
   
     (d)(3).
  Management Agreement dated April 30, 1997 between Registrant, on behalf of Goldman Sachs Short Duration Tax-Free Fund, and Goldman Sachs Asset Management. (Accession No. 0000950130-98-000676).
 
   
     (d)(4).
  Management Agreement dated April 30, 1997 between Registrant, on behalf of Goldman Sachs Core Fixed Income Fund, and Goldman Sachs Asset Management. (Accession No. 0000950130-98-000676).
 
   
     (d)(5).
  Management Agreement dated April 30, 1997 between the Registrant, on behalf of Goldman Sachs — Institutional Liquid Assets, and Goldman Sachs Asset Management. (Accession No. 0000950130-98-000676).
 
   
     (d)(6).
  Management Agreement dated April 30, 1997 between Registrant, Goldman Sachs Asset Management, Goldman Sachs Fund Management L.P. and Goldman, Sachs Asset Management International. (Accession No. 0000950109-98-005275).
 
   
     (d)(7).
  Management Agreement dated January 1, 1998 on behalf of the Goldman Sachs Asset Allocation Portfolios and Goldman Sachs Asset Management. (Accession No. 0000950130-98-000676).
 
   
     (d)(8).
  Amended Annex A to Management Agreement dated January 1, 1998 on behalf of the Goldman Sachs Asset Allocation Portfolios and Goldman Sachs Asset Management (Conservative Strategy Portfolio) (Accession No. 0000950130-99-000742).
 
   
     (d)(9).
  Amended Annex A dated April 28, 1999 to Management Agreement dated April 30, 1997. (Accession No. 0000950109-99-002544).
 
   
     (d)(10).
  Amended Annex A dated July 27, 1999 to Management Agreement dated April 30, 1997. (Accession No. 0000950130-99-005294).
 
   
     (d)(11).
  Amended Annex A dated October 26, 1999 to Management Agreement dated April 30, 1997. (Accession No. 0000950130-99-004208).
 
   
     (d)(12).
  Amended Annex A dated February 3, 2000 to Management Agreement dated April 30, 1997. (Accession No. 0000950109-00-001365).
 
   
     (d)(13).
  Amended Annex A dated April 26, 2000 to Management Agreement dated April 30, 1997 (Accession No. 0000950130-00-002509).

 


 

     
     (d)(14).
  Amended Annex A dated January 30, 2001 to Management Agreement dated April 30, 1997. (Accession No. 0000950109-01-500094).
 
   
     (d)(15).
  Amended Annex A dated April 25, 2001 to Management Agreement, dated April 30, 1997. (Accession No. 0000950123-01-509514).
 
   
     (d)(16).
  Amended Annex A dated August 1, 2002 to Management Agreement, dated April 30, 1997. (Accession No. 0000950123-02-011711).
 
   
     (d)(17).
  Assumption Agreement dated April 26, 2003 between Goldman, Sachs & Co. and Goldman Sachs Asset Management, L.P. (With respect to the Goldman Sachs Short-Duration Tax-Free Fund). (Accession No. 0000950123-03-007054).
 
   
     (d)(18).
  Assumption Agreement dated April 26, 2003 between Goldman, Sachs & Co. and Goldman Sachs Asset Management, L.P. (With respect to the Goldman Sachs Money Market Funds). (Accession No. 0000950123-03-007054).
 
   
     (d)(19).
  Assumption Agreement dated April 26, 2003 between Goldman, Sachs & Co. and Goldman Sachs Asset Management, L.P. (With respect to the Goldman Sachs Fixed Income, Equity, Specialty and Money Market Funds). (Accession No. 0000950123-03-007054).
 
   
     (d)(20).
  Assumption Agreement dated April 26, 2003 between Goldman, Sachs & Co. and Goldman Sachs Asset Management, L.P. (With respect to the Goldman Sachs Core Fixed Income Fund). (Accession No. 0000950123-03-007054).
 
   
     (d)(21).
  Assumption Agreement dated April 26, 2003 between Goldman, Sachs & Co. and Goldman Sachs Asset Management, L.P. (With respect to the Goldman Sachs Asset Allocation Funds). (Accession No. 0000950123-03-007054).
 
   
     (d)(22).
  Amended Annex A dated July 31, 2003 to the Management Agreement dated April 30, 1997. (Accession No. 0000950123-03-009618).
 
   
     (d)(23).
  Amended Annex A dated October 30, 2003 to the Management Agreement dated April 30, 1997. (Accession No. 0000950123-03-013727).
 
   
     (d)(24).
  Amended Annex A dated November 12, 2005 to the Management Agreement dated April 30, 1997. (Accession No. 0000950123-05-014459).

 


 

     
     (d)(25).
  Fee Reduction Commitment dated January 1, 2005 among Goldman Sachs Asset Management, L.P., Goldman Sachs Asset Management International and Goldman Sachs Trust relating to the Capital Growth, CORE Large Cap Growth, CORE U.S. Equity and International Growth Opportunities Funds. (Accession No. 0000950123-04-007490).
 
   
     (d)(26).
  Fee Reduction Commitment dated February 25, 2005 among Goldman Sachs Asset Management, L.P., Goldman Sachs Asset Management International and Goldman Sachs Trust relating to the Government Income and Global Income and Funds. (Accession No. 0000950123-04-007490).
 
   
     (d)(27).
  Fee Reduction Commitment dated April 29, 2005 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the CORE Tax-Managed Equity Fund. (Accession No. 0000950123-04-007490).
 
   
     (d)(28).
  Fee Reduction Commitment dated April 29, 2005 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the Aggressive Growth Strategy, Balanced Strategy, Growth and Income Strategy and Growth Strategy Portfolios. (Accession No. 0000950123-04-007490).
 
   
     (e)(1).
  Distribution Agreement dated April 30, 1997, as amended October 30, 2003. (Accession No. 0000950123-03-013727).
 
   
     (f).
  Not applicable.
 
   
     (g)(1).
  Custodian Agreement dated July 15, 1991, between Registrant and State Street Bank and Trust Company. (Accession No. 0000950130-95-002856).
 
   
     (g)(2).
  Custodian Agreement dated December 27, 1978 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, filed as Exhibit 8(a). (Accession No. 0000950130-98-000965).
 
   
     (g)(3).
  Letter Agreement dated December 27, 1978 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, pertaining to the fees payable by Registrant pursuant to the Custodian Agreement, filed as Exhibit 8(b). (Accession No. 0000950130-98-000965).
 
   
     (g)(4).
  Amendment dated May 28, 1981 to the Custodian Agreement referred to above as Exhibit (g)(2). (Accession No. 0000950130-98-000965).

 


 

     
     (g)(5).
  Fee schedule relating to the Custodian Agreement between Registrant on behalf of the Goldman Sachs Asset Allocation Portfolios and State Street Bank and Trust Company. (Accession No. 0000950130-97-004495).
 
   
     (g)(6).
  Letter Agreement dated June 14, 1984 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, pertaining to a change in wire charges under the Custodian Agreement, filed as Exhibit 8(d). (Accession No. 0000950130-98-000965).
 
   
     (g)(7).
  Letter Agreement dated March 29, 1983 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, pertaining to the latter’s designation of Bank of America, N.T. and S.A. as its subcustodian and certain other matters, filed as Exhibit 8(f). (Accession No. 0000950130-98-000965).
 
   
     (g)(8).
  Letter Agreement dated March 21, 1985 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, pertaining to the creation of a joint repurchase agreement account, filed as Exhibit 8(g). (Accession No. 0000950130-98-000965).
 
   
     (g)(9).
  Letter Agreement dated November 7, 1985, with attachments, between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, authorizing State Street Bank and Trust Company to permit redemption of units by check, filed as Exhibit 8(h). (Accession No. 0000950130-98-000965).
 
   
     (g)(10).
  Money Transfer Services Agreement dated November 14, 1985, including attachment, between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs - Institutional Liquid Assets, pertaining to transfers of funds on deposit with State Street Bank and Trust Company, filed as Exhibit 8(i). (Accession No. 0000950130-98-000965).
 
   
     (g)(11).
  Letter Agreement dated November 27, 1985 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, amending the Custodian Agreement. (Accession No. 0000950130-98-000965).
 
   
     (g)(12).
  Letter Agreement dated July 22, 1986 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, pertaining to a change in wire charges. (Accession No. 0000950130-98-000965).
 
   
     (g)(13).
  Letter Agreement dated June 20, 1987 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional

 


 

     
 
  Liquid Assets, amending the Custodian Agreement. (Accession No. 0000950130-98-000965).
 
   
     (g)(14).
  Letter Agreement between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, pertaining to the latter’s designation of Security Pacific National Bank as its subcustodian and certain other matters. (Accession No. 0000950130-98-000965).
 
   
     (g)(15).
  Amendment dated July 19, 1988 to the Custodian Agreement between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets. (Accession No. 0000950130-98-000965).
 
   
     (g)(16).
  Amendment dated December 19, 1988 to the Custodian Agreement between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets. (Accession No. 0000950130-98-000965).
 
   
     (g)(17).
  Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company on behalf of Goldman Sachs Capital Growth Fund. (Accession No. 0000950130-98-006081).
 
   
     (g)(18).
  Sub-Custodian Agreement dated March 29, 1983 between State Street Bank and Trust Company and Bank of America, National Trust and Savings Association on behalf of Goldman Sachs Institutional Liquid Assets. (Accession No. 0000950130-98-006081).
 
   
     (g)(19).
  Fee schedule dated January 8, 1999 relating to Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company (Conservative Strategy Portfolio). (Accession No. 0000950130-99-000742).
 
   
     (g)(20).
  Fee schedule dated April 12, 1999 relating to Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company (Strategic Growth and Growth Opportunities Portfolios). (Accession No. 0000950109-99-002544).
 
   
     (g)(21).
  Fee schedule dated July 19, 1999 relating to Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company (Internet Tollkeeper Fund). (Accession No. 0000950130-99-005294).
 
   
     (g)(22).
  Fee schedule dated October 1, 1999 relating to the Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust

 


 

     
 
  Company (Large Cap Value Fund). (Accession No. 0000950130-99-006810).
 
   
     (g)(23).
  Fee schedule dated January 12, 2000 relating to Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company (CORE Tax-Managed Equity Fund). (Accession No. 0000950109-00-000585).
 
   
     (g)(24).
  Fee schedule dated January 6, 2000 relating to Custodian Agreement dated July 15, 1991 between Registrant and State Street Bank and Trust Company (High Yield Municipal Fund). (Accession No. 0000950109-00-000585).
 
   
     (g)(25).
  Fee schedule dated April 14, 2000 relating to Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company (Research Select Fund). (Accession No. 0000950130-00-002509).
 
   
     (g)(26).
  Fee schedule dated April 14, 2000 relating to Custodian Agreement dated July 15, 1991 between Registrant and State Street Bank and Trust Company (Enhanced Income Fund). (Accession No. 0000950130-00-002509).
 
   
     (g)(27).
  Additional Portfolio Agreement dated September 27, 1999 between Registrant and State Street Bank and Trust Company. (Accession No. 0000950109-00-000585).
 
   
     (g)(28).
  Letter Agreement dated September 27, 1999 between Registrant and State Street Bank and Trust Company relating to Custodian Agreement dated December 27, 1978. (Accession No. 0000950109-00-000585).
 
   
     (g)(29).
  Letter Agreement dated September 27, 1999 between Registrant and State Street Bank and Trust Company relating to Custodian Agreement dated April 6, 1990. (Accession No. 0000950109-00-000585).
 
   
     (g)(30).
  Letter Agreement dated September 27, 1999 between Registrant and State Street Bank and Trust Company relating to Custodian Agreement dated July 15, 1991. (Accession No. 0000950109-00-000585).
 
   
     (g)(31).
  Letter Agreement dated January 29, 2001 relating to Custodian Agreement dated July 15, 1991 between Registrant and State Street Bank and Trust Company (Global Consumer Growth Fund, Global Financial Services Fund, Global Health Sciences Fund, Global Infrastructure and Resources Fund and Global Technology Fund). (Accession No. 0000950109-01-500540).

 


 

     
     (g)(32).
  Amendment dated July 2, 2001 to the Custodian Agreement dated December 27, 1978 between Registrant and State Street Bank and Trust Company (Accession No. 0000950123-01-509514).
 
   
     (g)(33).
  Amendment dated July 2, 2001 to the Custodian Contract dated April 6, 1990 between Registrant and State Street Bank and Trust Company (Accession No. 0000950123-01-509514).
 
   
     (g)(34).
  Amendment dated July 2, 2001 to the Custodian Contract dated July 15, 1991 between Registrant and State Street Bank and Trust Company (Accession No. 0000950123-01-509514).
 
   
     (g)(35).
  Form of amendment to the Custodian Agreement dated December 27, 1978 between Registrant and State Street Bank and Trust Company (Accession No. 0000950123-01-509514).
 
   
     (g)(36).
  Amendment to the Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company (Accession No. 0000950123-02-003780).
 
   
     (g)(37).
  Amendment to the Custodian Agreement dated July 15, 1991 between Registrant and State Street Bank and Trust Company (Accession No. 0000950123-02-003780).
 
   
     (g)(38).
  Letter Amendment dated May 15, 2002 to the Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company. (Accession No. 0000950123-02-011711).
 
   
     (h)(1).
  Wiring Agreement dated June 20, 1987 among Goldman, Sachs & Co., State Street Bank and Trust Company and The Northern Trust Company. (Accession No. 0000950130-98-000965).
 
   
     (h)(2).
  Letter Agreement dated June 20, 1987 regarding use of checking account between Registrant and The Northern Trust Company. (Accession No. 0000950130-98-000965).
 
   
     (h)(3).
  Transfer Agency Agreement dated July 15, 1991 between Registrant and Goldman, Sachs & Co. (Accession No. 0000950130-95-002856).
 
   
     (h)(4).
  Transfer Agency Agreement dated May 1, 1988 between Goldman Sachs Institutional Liquid Assets and Goldman, Sachs & Co. (Accession No. 0000950130-98-006081).
 
   
     (h)(5).
  Transfer Agency Agreement dated April 30, 1997 between Registrant and Goldman, Sachs & Co. on behalf of the Financial Square Funds. (Accession No. 0000950130-98-006081).

 


 

     
     (h)(6).
  Transfer Agency Agreement dated April 6, 1990 between GS-Capital Growth Fund, Inc. and Goldman Sachs & Co. (Accession No. 0000950130-98-006081).
 
   
     (h)(7).
  Form of Retail Service Agreement on behalf of Goldman Sachs Trust relating to Class A Shares of Goldman Sachs Asset Allocation Portfolios, Goldman Sachs Fixed Income Funds, Goldman Sachs Domestic Equity Funds and Goldman Sachs International Equity Funds. (Accession No. 0000950130-98-006081).
 
   
     (h)(8).
  Form of Supplemental Service Agreement on behalf of Goldman Sachs Trust relating to the Administrative Class, Service Class and Cash Management Class of Goldman Sachs - Institutional Liquid Assets Portfolios. (Accession No. 0000950130-98-006081).
 
   
     (h)(9).
  Form of Supplemental Service Agreement on behalf of Goldman Sachs Trust relating to the FST Shares, FST Preferred Shares, FST Administration Shares and FST Service Shares of Goldman Sachs Financial Square Funds. (Accession No. 0000950130-98-006081).
 
   
     (h)(10).
  Fee schedule relating to Transfer Agency Agreement between Registrant and Goldman, Sachs & Co. on behalf of all Funds other than ILA and FST money market funds. (Accession No. 0000950109-01-500540).
 
   
     (h)(11).
  Fee schedule relating to Transfer Agency Agreement between Registrant and Goldman, Sachs & Co. on behalf of the ILA portfolios. (Accession No. 0000950109-01-500540).
 
   
     (h)(12).
  Form of Service Agreement on behalf of Goldman Sachs Trust relating to the Select Class, the Preferred Class, the Administration Class, the Service Class and the Cash Management Class, as applicable, of Goldman Sachs Financial Square Funds, Goldman Sachs Institutional Liquid Assets Portfolios, Goldman Sachs Fixed Income Funds, Goldman Sachs Domestic Equity Funds, Goldman Sachs International Equity Funds and Goldman Sachs Asset Allocation Portfolios. (Accession No. 0000950109-01-500540).
 
   
     (h)(13).
  Form of fee schedule relating to Transfer Agency Agreement between Registrant and Goldman, Sachs & Co. on behalf of the Cash Portfolio (Accession No. 0000950123-01-509514).
 
   
     (h)(14).
  Form of Account Service Agreement on behalf of Goldman Sachs Trust relating to Institutional Shares of Goldman Sachs U.S. Mortgages Fund and Investment Grade Credit Fund. (Accession No. 0000950123-03-013727).

 


 

     
     (h)(15).
  Form of Account Service Agreement on behalf of Goldman Sachs Trust relating to Class A Shares of Goldman Sachs U.S. Mortgages Fund and Investment Grade Credit Fund. (Accession No. 0000950123-03-013727).
 
   
     (h)(16).
  Goldman Sachs Institutional Liquid Assets Administration Class Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
   
     (h)(17).
  Goldman Sachs Cash Management Shares Service Plan and Shareholder Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
   
     (h)(18).
  Goldman Sachs FST Select Class Select Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
   
     (h)(19).
  Goldman Sachs FST Administration Class Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
   
     (h)(20).
  Goldman Sachs FST Preferred Class Preferred Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
   
     (h)(21).
  Goldman Sachs Administration Class Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
   
     (h)(22).
  Goldman Sachs Institutional Liquid Assets Service Class Service Plan and Shareholder Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
   
     (h)(23).
  Goldman Sachs Service Class Service Plan and Shareholder Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
   
     (h)(24).
  Goldman Sachs Cash Portfolio Administration Class Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
   
     (h)(25).
  Goldman Sachs Cash Portfolio Preferred Class Preferred Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
   
     (h)(26).
  Goldman Sachs FST Capital Administration Class Capital Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).

 


 

     
     (h)(27).
  Goldman Sachs Account Service Plan for Institutional Shares amended and restated as of February 4, 2004 (U.S. Mortgages Fund and Investment Grade Credit Fund). (Accession No. 0000950123-04-002212).
 
   
     (h)(28).
  Goldman Sachs Account Service Plan for Class A Shares amended and restated as of February 4, 2004 (U.S. Mortgages Fund and Investment Grade Credit Fund). (Accession No. 0000950123-04-002212).
 
   
     (h)(29).
  Goldman Sachs FST Service Class Service Plan and Shareholder Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
   
     (i)(1).
  Opinion of Drinker Biddle & Reath LLP. (With respect to the Asset Allocation Portfolios). (Accession No. 0000950130-97-004495).
 
   
     (i)(2).
  Opinion of Morris, Nichols, Arsht & Tunnell. (Accession No. 0000950130-97-001846).
 
   
     (i)(3).
  Opinion of Drinker Biddle & Reath LLP. (With respect to Japanese Equity and International Small Cap). (Accession No. 0000950130-98-003563).
 
   
     (i)(4).
  Opinion of Drinker Biddle & Reath LLP. (With respect to Cash Management Shares). (Accession No. 0000950130-98-003563).
 
   
     (i)(5).
  Opinion of Drinker Biddle & Reath LLP. (With respect to the European Equity Fund). (Accession No. 0000950130-98-006081).
 
   
     (i)(6).
  Opinion of Drinker Biddle & Reath LLP. (With respect to the CORE Large Cap Value Fund). (Accession No. 0000950130-98-006081).
 
   
     (i)(7).
  Opinion of Drinker Biddle & Reath LLP (With respect to the Conservative Strategy Portfolio). (Accession No. 0000950130-99-001069).
 
   
     (i)(8).
  Opinion of Drinker Biddle & Reath LLP (With respect to the Strategic Growth and Growth Opportunities Portfolios). (Accession No. 0000950109-99-002544).
 
   
     (i)(9).
  Opinion of Drinker Biddle & Reath LLP (With respect to the Internet Tollkeeper Fund). (Accession No. 0000950109-99-004208).
 
   
     (i)(10).
  Opinion of Drinker Biddle & Reath LLP (With respect to the Large Cap Value Fund). (Accession No. 0000950130-99-006810).

 


 

     
     (i)(11).
  Opinion of Drinker Biddle & Reath LLP (With respect to FST Select Shares). (Accession No. 0000950109-00-000585).
 
   
     (i)(12).
  Opinion of Drinker Biddle & Reath LLP (With respect to the High Yield Municipal Fund). (Accession No. 0000950109-00-001365).
 
   
     (i)(13).
  Opinion of Drinker Biddle & Reath LLP (With respect to the CORE Tax-Managed Equity Fund). (Accession No. 0000950109-00-001365).
 
   
     (i)(14).
  Opinion of Drinker Biddle & Reath LLP (With respect to the Research Select Fund). (Accession No. 0000950109-00-500123).
 
   
     (i)(15).
  Opinion of Drinker Biddle & Reath LLP (With respect to the Enhanced Income Fund). (Accession No. 0000950109-00-500123).
 
   
     (i)(16).
  Opinion of Drinker Biddle & Reath LLP (With respect to Cash Management Shares of certain ILA Portfolios). (Accession No. 0000950109-00-500123).
 
   
     (i)(17).
  Opinion of Drinker Biddle & Reath LLP (With respect to Global Consumer Growth Fund, Global Financial Services Fund, Global Health Sciences Fund, Global Infrastructure and Resources Fund and Global Technology Fund). (Accession No. 0000950109-01-500540).
 
   
     (i)(18).
  Opinion of Drinker Biddle & Reath LLP (With respect to all outstanding Funds and share classes) (Accession No. 0000950123-01-509514).
 
   
     (i)(19).
  Opinion of Drinker Biddle & Reath LLP (With respect to Financial Square Funds). (Accession No. 0000950123-02-011711).
 
   
     (i)(20).
  Opinion of Drinker Biddle & Reath LLP (With respect to the Concentrated Growth Fund). (Accession No. 0000950123-02-011711).
 
   
     (i)(21).
  Opinion of Drinker Biddle & Reath LLP (with respect to the Emerging Markets Debt Fund). (Accession No. 0000950123-03-013727).
 
   
     (i)(22).
  Opinion of Drinker Biddle & Reath LLP (with respect to the U.S. Mortgages Fund and Investment Grade Credit Fund). (Accession No. 0000950123-03-013727).
 
   
     (i)(22).
  Opinion of Drinker Biddle & Reath LLP (with respect to the Small/Mid-Cap Growth Fund). (Accession No. 0000950123-03-011442).
 
   
     (i)(22).
  Opinion of Drinker Biddle & Reath LLP (with respect to the U.S. Equity Dividend and Premium Fund). (Accession No. 0000950123-03-011442).

 


 

     
     (j).
  None.
 
   
     (k).
  Not applicable.
 
   
     (l).
  Not applicable.
 
   
     (m)(1).
  Class A Distribution and Service Plan amended and restated as of May 5, 2004. (Accession No. 0000950123-04-015178).
 
   
     (m)(2).
  Class B Distribution and Service Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
   
     (m)(3).
  Class C Distribution and Service Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
   
     (m)(4).
  Cash Management Shares Plan of Distribution pursuant to Rule 12b-1 amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).
 
   
     (n)(1).
  Revised plan dated October 30, 2003 entered into by Registrant pursuant to Rule 18f-3. (Accession No. 0000950123-03-013727).
 
   
     (p)(1).
  Code of Ethics — Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust dated April 23, 1997, as amended November 4, 2004 (Accession No. 0000950123-04-015178).
 
   
     (p)(2).
  Code of Ethics — Goldman, Sachs & Co., Goldman Sachs Asset Management L.P. and Goldman Sachs Asset Management International, effective January 23, 1991, as revised November 4, 2004 (Accession No. 0000950123-04-015178).
 
   
     (q)(1).
  Power of Attorney of Mr. Perlowski. (Accession No. 0000950130-97-000805).

 


 

Item 24. Persons Controlled by or Under Common Control with Registrant.
Not Applicable.
Item 25. Indemnification
Article IV of the Declaration of Trust of Goldman Sachs Trust, a Delaware statutory trust, provides for indemnification of the Trustees, officers and agents of the Trust, subject to certain limitations. The Declaration of Trust is incorporated by reference to Exhibit (a)(1).
The Management Agreement with each of the Funds (other than the ILA Portfolios) provides that the applicable Investment Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by a Fund, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment Adviser or from reckless disregard by the Investment Adviser of its obligations or duties under the Management Agreement. Section 7 of the Management Agreement with respect to the ILA Portfolios provides that the ILA Portfolios will indemnify the Adviser against certain liabilities; provided, however, that such indemnification does not apply to any loss by reason of its willful misfeasance, bad faith or gross negligence or the Adviser’s reckless disregard of its obligation under the Management Agreement. The Management Agreements are incorporated by reference to Exhibits (d)(1) through (d)(7).
Section 9 of the Distribution Agreement between the Registrant and Goldman Sachs dated April 30, 1997, as amended October 30, 2003 and Section 7 of the Transfer Agency Agreements between the Registrant and Goldman, Sachs & Co. dated July 15, 1991, May 1, 1988, April 30, 1997 and April 6, 1990 each provide that the Registrant will indemnify Goldman, Sachs & Co. against certain liabilities. A copy of the Distribution Agreement is included herewith as Exhibit (e)(1). The Transfer Agency Agreements are incorporated by reference as Exhibits (h)(3), (h)(4), (h)(5) and (h)(6), respectively, to the Registrant’s Registration Statement.
Mutual fund and Trustees and officers liability policies purchased jointly by the Registrant, Trust for Credit Unions, Goldman Sachs Variable Insurance Trust and The Commerce Funds insure such persons and their respective trustees, partners, officers and employees, subject to the policies’ coverage limits and exclusions and varying deductibles, against loss resulting from claims by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.

 


 

Item 26. Business and Other Connections of Investment Adviser .
Goldman Sachs Asset Management, L.P. (“GSAM LP”) and Goldman Sachs Asset Management International (“GSAMI”) are wholly-owned subsidiaries of the Goldman Sachs Group, Inc. and serve as investment advisers to the Registrant. Set forth below are the names, businesses and business addresses of certain managing directors of GSAM LP and GSAMI who are engaged in any other business, profession, vocation or employment of a substantial nature.
         
Name and Position with   Name and Address of Other   Connection with
the Investment Advisers   Company   Other Company
 
       
Henry M. Paulson, Jr.
Managing Director-
GSAM LP
  The Goldman Sachs Group, Inc.
85 Broad Street
New York, New York 10004
  Chairman, Chief
Executive Officer and
Director
 
       
 
  Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
   Managing Director
 
       
Robert J. Hurst
Managing Director-
GSAM LP
  The Goldman Sachs Group, Inc.
85 Broad Street
New York, New York 10004
  Vice Chairman and
Director
 
       
 
  Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
   Managing Director
 
       
Lloyd C. Blankfein
Managing Director-
GSAM LP
  The Goldman Sachs Group, Inc.
85 Broad Street
New York, New York 10004
  President, Chief
Operating Officer and
Director
 
       
 
  Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
   Managing Director

 


 

Item 27. Principal Underwriters .
(a) Goldman, Sachs & Co. or an affiliate or a division thereof currently serves as distributor of the units of Trust for Credit Unions, for shares of Goldman Sachs Trust and for shares of Goldman Sachs Variable Insurance Trust. Goldman, Sachs & Co., or a division thereof currently serves as administrator and distributor of the units or shares of The Commerce Funds.
(b) Set forth below is certain information pertaining to the Managing Directors of Goldman, Sachs & Co., the Registrant’s principal underwriter, who are members of The Goldman Sachs Group, Inc.’s Management Committee. None of the members of the management committee holds a position or office with the Registrant.
GOLDMAN SACHS MANAGEMENT COMMITTEE
     
Name and Principal    
Business Address   Position with Goldman, Sachs & Co.
 
   
Lloyd C. Blankfein (1)
  Managing Director
Alan M. Cohen (5)
  Managing Director
Gary D. Cohn (1)
  Managing Director
Christopher A. Cole (1)
  Managing Director
Mario Draghi (3)
  Managing Director
J. Michael Evans (5)
  Managing Director
Edward C. Forst (1)
  Managing Director
Richard A. Friedman (1)
  Managing Director
Richard J. Gnodde (8)
  Managing Director
Suzanne M. Nora Johnson (5)
  Managing Director
Robert S. Kaplan (1)
  Managing Director
Scott B. Kapnick (3)
  Managing Director
Kevin W. Kennedy (1)
  Managing Director
Peter S. Kraus (5)
  Managing Director
Masanori Mochida (6)
  Managing Director
Thomas K. Montag (5)
  Managing Director
Gregory K. Palm (1)
  General Counsel and Managing Director
Henry M. Paulson, Jr. (1)
  Chairman and Chief Executive Officer
John F.W. Rogers (1)
  Managing Director
Eric S. Schwartz (5)
  Managing Director
Michael S. Sherwood (7)
  Managing Director
David M. Solomon (5)
  Managing Director
Esta Stecher (5)
  General Counsel and Managing Director
David A. Viniar (4)
  Managing Director
John S. Weinberg (1)
  Managing Director
Peter A. Weinberg (3)
  Managing Director
Jon Winkelried (3)
  Managing Director

 


 

 
(1)   85 Broad Street, New York, NY 10004
 
(2)   32 Old Slip, New York, NY 10005
 
(3)   Peterborough Court, 133 Fleet Street, London EC4A 2BB, England
 
(4)   10 Hanover Square, New York, NY 10005
 
(5)   One New York Plaza, New York, NY 10004
 
(6)   12-32, Akasaka I-chome, Minato-Ku, Tokyo 107-6006, Japan
 
(7)   River Court, 120 Fleet Street, London EC4A 2QQ, England
 
(8)   Cheung Kong Center, 68 th Floor, 2 Queens Road Central, Hong Kong, China
(c) Not Applicable.
Item 28. Location of Accounts and Records .
The Declaration of Trust, By-laws and minute books of the Registrant and certain investment adviser records are in the physical possession of GSAM LP, 32 Old Slip, New York, New York 10005. All other accounts, books and other documents required to be maintained under Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are in the physical possession of State Street Bank and Trust Company, P.O. Box 1713, Boston, Massachusetts 02105 except for certain transfer agency records which are maintained by Goldman, Sachs & Co., 71 South Wacker Street, Suite 500, Chicago, Illinois 60606.
Item 29. Management Services
     Not applicable.
Item 30. Undertakings
     Not applicable.

 


 

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all the requirements for effectiveness of this Post-Effective Amendment No. 114 under Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 114 to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City and State of New York on the 29th day of December, 2005.
GOLDMAN SACHS TRUST
(A Delaware statutory trust)
         
By:
  /s/ Howard B. Surloff
 
   
 
  Howard B. Surloff    
 
  Secretary    
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to said Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
         
Name   Title   Date
         
1 Kaysie P. Uniacke
 
Kaysie P. Uniacke
  President (Chief Executive
Officer) and Trustee
  December 29, 2005
2 John M. Perlowski
 
John M. Perlowski
  Treasurer (Principal
Accounting Officer
and Principal
Financial Officer)
  December 29, 2005
1 Mary Patterson McPherson
 
Mary Patterson McPherson
  Trustee   December 29, 2005
1 Ashok N. Bakhru
 
Ashok N. Bakhru
  Chairman and Trustee   December 29, 2005
1 Alan A. Shuch
 
Alan A. Shuch
  Trustee   December 29, 2005
1 Wilma J. Smelcer
 
Wilma J. Smelcer
  Trustee   December 29, 2005
1 Richard P. Strubel
 
Richard P. Strubel
  Trustee   December 29, 2005
1 Patrick T. Harker
 
Patrick T. Harker
  Trustee   December 29, 2005

 


 

         
Name   Title   Date
1 John P. Coblentz, Jr.
 
John P. Coblentz, Jr.
  Trustee   December 29, 2005
         
By:
  /s/ Howard B. Surloff
 
   
 
  Howard B. Surloff,    
 
  Attorney-In-Fact    
 
1.   Pursuant to a power of attorney filed herein.
2.   Pursuant to a power of attorney previously filed.

 


 

CERTIFICATE
     The undersigned Secretary for Goldman Sachs Trust (the “Trust”) hereby certifies that the Board of Trustees of the Trust duly adopted the following resolution at a meeting of the Board held on June 16, 2005.
           RESOLVED , that the Trustees and Officers of the Trusts who may be required to execute any amendments to the Trust’s Registration Statement be, and each hereby is, authorized to execute a power of attorney appointing Peter Bonanno, James A. Fitzpatrick, James McNamara, John W. Perlowski, and Howard B. Surloff jointly and severally, their attorneys-in-fact, each with power of substitution, for said Trustees and Officers in any and all capacities to sign the Registration Statement under the Securities Act of 1933 and the Investment Company Act of 1940 of the Trusts and any and all amendments to such Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the Trustees and Officers hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
Dated: December 29, 2005
         
     
  /s/ Howard B. Surloff    
  Howard B. Surloff,   
  Secretary   

 


 

         
Exhibit Index
     
(a)(32)
  Amendment No. 32 dated December 31, 2005 to the Agreement and Declaration of Trust dated January 28, 1997.
 
   
(j)(1)
  Consent of Drinker Biddle & Reath LLP.
 
   
(j)(2)
  Consent of PricewaterhouseCoopers LLP.
 
   
(q)(2)
  Powers of Attorney of Messrs. Bakhru, Coblentz, Harker, Shuch and Strubel, and Mmes. McPherson, Smelcer and Uniacke.

- 2 -

 

AMENDMENT NO. 32
TO THE
DECLARATION OF TRUST
OF
GOLDMAN SACHS TRUST
     This AMENDMENT NO. 32 to the AGREEMENT AND DECLARATION OF TRUST (the “Declaration”) as amended, dated the 28 th day of January, 1997 of Goldman Sachs Trust (the “Trust”) was made by the Trustees named below effective on December 31, 2005 pursuant to the following resolutions duly adopted by the Board of Trustees of said Trust on December 14, 2005:
      RESOLVED , that effective December 31, 2005, the Agreement and Declaration of Trust of the Trust dated January 28, 1997, as amended (the “Declaration”), be further amended as contemplated in Article V, section 2 and Article IX, section 8 thereof by changing the name of the existing Series of units of the Trust known as “Goldman Sachs Asia Growth Fund” to “Goldman Sachs Asia Equity Fund”; and
      FURTHER RESOLVED , that effective December 31, 2005, the Agreement and Declaration of Trust of the Trust dated January 28, 1997, as amended (the “Declaration”), be further amended as contemplated in Article V, section 2 and Article IX, section 8 thereof by changing the name of the existing Series of units of the Trust known as “Goldman Sachs International Growth Opportunities Fund” to “Goldman Sachs International Small Cap Fund”; and
      FURTHER RESOLVED , that effective December 31, 2005, the Agreement and Declaration of Trust of the Trust dated January 28, 1997, as amended (the “Declaration”), be further amended as contemplated in Article V, section 2 and Article IX, section 8 thereof by changing the name of the existing Series of units of the Trust known as “Goldman Sachs CORE Large Cap Growth Fund” to “Goldman Sachs Structured Large Cap Growth Fund”; and
      FURTHER RESOLVED , that effective December 31, 2005, the Agreement and Declaration of Trust of the Trust dated January 28, 1997, as amended (the “Declaration”), be further amended as contemplated in Article V, section 2 and Article IX, section 8 thereof by changing the name of the existing Series of units of the Trust known as “Goldman Sachs CORE Large Cap Value Fund” to “Goldman Sachs Structured Large Cap Value Fund”; and
      FURTHER RESOLVED , that effective December 31, 2005, the Agreement and Declaration of Trust of the Trust dated January 28, 1997, as amended (the “Declaration”), be further amended as contemplated in Article V, section 2 and Article IX, section 8 thereof by changing the name of the existing Series of units of the Trust known as “Goldman Sachs CORE Tax-Managed Equity Fund” to “Goldman Sachs Structured Tax-Managed Equity Fund”; and

 


 

      FURTHER RESOLVED , that effective December 31, 2005, the Agreement and Declaration of Trust of the Trust dated January 28, 1997, as amended (the “Declaration”), be further amended as contemplated in Article V, section 2 and Article IX, section 8 thereof by changing the name of the existing Series of units of the Trust known as “Goldman Sachs CORE U.S. Equity Fund” to “Goldman Sachs Structured U.S. Equity Fund”; and
      FURTHER RESOLVED , that effective December 31, 2005, the Agreement and Declaration of Trust of the Trust dated January 28, 1997, as amended (the “Declaration”), be further amended as contemplated in Article V, section 2 and Article IX, section 8 thereof by changing the name of the existing Series of units of the Trust known as “Goldman Sachs CORE Small Cap Equity Fund” to “Goldman Sachs Structured Small Cap Equity Fund”; and
      FURTHER RESOLVED , that effective December 31, 2005, the Agreement and Declaration of Trust of the Trust dated January 28, 1997, as amended (the “Declaration”), be further amended as contemplated in Article V, section 2 and Article IX, section 8 thereof by changing the name of the existing Series of units of the Trust known as “Goldman Sachs CORE International Equity Fund” to “Goldman Sachs Structured International Equity Fund”; and
      FURTHER RESOLVED , that the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, and any Assistant Secretary of the Trust be, and each of them hereby is, severally authorized and empowered, in the name of the Trust, to execute and deliver an instrument in writing effecting the aforesaid amendment and to cause the same to be filed wherever in the discretion of such officer such filing is appropriate.
         
/s/ Ashok N. Bakhru
      /s/ Wilma J. Smelcer
 
       
Ashok N. Bakhru
as Trustee and not individually
      Wilma J. Smelcer
as Trustee and not individually
 
       
/s/ John P. Coblentz
      /s/ Richard P. Strubel
 
       
John P. Coblentz, Jr.
as Trustee and not individually
      Richard P. Strubel
as Trustee and not individually
 
       
/s/ Patrick T. Harker
      /s/ Alan A. Shuch
 
       
Patrick T. Harker
as Trustee and not individually
      Alan A. Shuch
as Trustee and not individually
 
       
/s/ Mary P. McPherson
      /s/ Kaysie P. Uniacke
 
       
Mary P. McPherson
as Trustee and not individually
      Kaysie P. Uniacke
as Trustee and not individually

- 2 -

 

Exhibit (j)(1)
CONSENT OF COUNSEL
We hereby consent to the use of our name and to the references to our Firm under the caption “Selective Disclosure of Portfolio Holdings” in the Statement of Additional Information included in Post-Effective Amendment No. 114 to the Registration Statement on Form N-1A under the Securities Act of 1933, as amended (the “1933 Act”) of Goldman Sachs Trust (File Nos. 33-17619 and 811-05349). This consent does not constitute a consent under Section 7 of the 1933 Act, and in consenting to the use of our name and the references to our Firm under such caption we have not certified any part of the Registration Statement and do not otherwise come within the categories of persons whose consent is required under said Section 7 or the rules and regulations of the Securities and Exchange Commission thereunder.
         
     
  /s/ Drinker Biddle & Reath LLP    
  Drinker Biddle & Reath LLP   
     
 
Philadelphia, Pennsylvania
December 29, 2005

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Statement of Additional Information constituting part of this Post-Effective Amendment No. 114 to the Registration Statement on Form N1-A (the “Registration Statement”), of our report dated October 28, 2005, relating to the financial statements and financial highlights which appear in the August 31, 2005 Annual Report to Shareholders of the following funds of the Goldman Sachs Trust: Balanced Fund, Research Select Fund, Small Cap Value Fund, Mid Cap Value Fund, Large Cap Value Fund, Growth and Income Fund, Strategic Growth Fund, Capital Growth Fund, Growth Opportunities Fund, Concentrated Growth Fund, Small / Mid-Cap Growth Fund, Structured U.S. Equity (formerly known as CORE U.S. Equity Fund), Structured Large Cap Growth Fund (formerly known as CORE Large Cap Growth Fund), Structured Small Cap Equity Fund (formerly known as CORE Small Cap Equity Fund), Structured Large Cap Value Fund (formerly known as CORE Large Cap Value Fund), Structured International Equity Fund (formerly known as CORE International Equity Fund), European Equity Fund, International Equity Fund, Japanese Equity Fund, International Small Cap Fund (formerly known as International Growth Opportunities Fund), Emerging Markets Equity Fund, and Asia Equity Fund (formerly known as Asia Growth Fund), which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the heading “Financial Highlights” in the Prospectus, and under the headings “Independent Registered Public Accounting Firm” and “Financial Statements” in the Statement of Additional Information.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
December 23, 2005

 

GOLDMAN SACHS TRUST
(a Delaware Statutory Trust)
Power of Attorney
Know All Men By These Presents, that the undersigned, Ashok N. Bakhru, hereby constitutes and appoints Peter Bonanno, James A. Fitzpatrick, James A. McNamara, John M. Perlowski and Howard B. Surloff, jointly and severally, his attorneys-in-fact, each with power of substitution, for him in any and all capacities to sign the Registration Statement on Form N-1A under the Securities Act of 1933 and the Investment Company Act of 1940 of Goldman Sachs Trust and any and all amendments to such Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue thereof.
Dated: November 1, 2005
         
     
  /s/ Ashok N. Bakhru    
  Ashok N. Bakhru   
     
 

 


 

GOLDMAN SACHS TRUST
(a Delaware Statutory Trust)
Power of Attorney
Know All Men By These Presents, that the undersigned, John P. Coblentz, Jr., hereby constitutes and appoints Peter Bonanno, James A. Fitzpatrick, James A. McNamara, John M. Perlowski and Howard B. Surloff, jointly and severally, his attorneys-in-fact, each with power of substitution, for him in any and all capacities to sign the Registration Statement on Form N-1A under the Securities Act of 1933 and the Investment Company Act of 1940 of Goldman Sachs Trust and any and all amendments to such Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue thereof.
Dated: November 2, 2005
         
     
  /s/ John P. Coblentz, Jr.    
  John P. Coblentz, Jr.   
     
 

 


 

GOLDMAN SACHS TRUST
(a Delaware Statutory Trust)
Power of Attorney
Know All Men By These Presents, that the undersigned, Patrick T. Harker, hereby constitutes and appoints Peter Bonanno, James A. Fitzpatrick, James A. McNamara, John M. Perlowski and Howard B. Surloff, jointly and severally, his attorneys-in-fact, each with power of substitution, for him in any and all capacities to sign the Registration Statement on Form N-1A under the Securities Act of 1933 and the Investment Company Act of 1940 of Goldman Sachs Trust and any and all amendments to such Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue thereof.
Dated: November 1, 2005
         
     
  /s/ Patrick T. Harker    
  Patrick T. Harker   
     
 

 


 

GOLDMAN SACHS TRUST
(a Delaware Statutory Trust)
Power of Attorney
Know All Men By These Presents, that the undersigned, Mary Patterson McPherson, hereby constitutes and appoints Peter Bonanno, James A. Fitzpatrick, James A. McNamara, John M. Perlowski and Howard B. Surloff, jointly and severally, her attorneys-in-fact, each with power of substitution, for her in any and all capacities to sign the Registration Statement on Form N-1A under the Securities Act of 1933 and the Investment Company Act of 1940 of Goldman Sachs Trust and any and all amendments to such Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue thereof.
Dated: November 1, 2005
         
     
  /s/ Mary Patterson McPherson    
  Mary Patterson McPherson   
     
 

 


 

GOLDMAN SACHS TRUST
(a Delaware Statutory Trust)
Power of Attorney
Know All Men By These Presents, that the undersigned, Alan A. Shuch, hereby constitutes and appoints Peter Bonanno, James A. Fitzpatrick, James A. McNamara, John M. Perlowski and Howard B. Surloff, jointly and severally, his attorneys-in-fact, each with power of substitution, for him in any and all capacities to sign the Registration Statement on Form N-1A under the Securities Act of 1933 and the Investment Company Act of 1940 of Goldman Sachs Trust and any and all amendments to such Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue thereof.
Dated: November 2, 2005
         
     
  /s/ Alan A. Shuch    
  Alan A. Shuch   
     
 

 


 

GOLDMAN SACHS TRUST
(a Delaware Statutory Trust)
Power of Attorney
Know All Men By These Presents, that the undersigned, Wilma J. Smelcer, hereby constitutes and appoints Peter Bonanno, James A. Fitzpatrick, James A. McNamara, John M. Perlowski and Howard B. Surloff, jointly and severally, her attorneys-in-fact, each with power of substitution, for her in any and all capacities to sign the Registration Statement on Form N-1A under the Securities Act of 1933 and the Investment Company Act of 1940 of Goldman Sachs Trust and any and all amendments to such Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue thereof.
Dated: November 2, 2005
         
     
  /s/ Wilma J. Smelcer    
  Wilma J. Smelcer   
     
 

 


 

GOLDMAN SACHS TRUST
(a Delaware Statutory Trust)
Power of Attorney
Know All Men By These Presents, that the undersigned, Richard P. Strubel, hereby constitutes and appoints Peter Bonanno, James A. Fitzpatrick, James A. McNamara, John M. Perlowski and Howard B. Surloff, jointly and severally, his attorneys-in-fact, each with power of substitution, for him in any and all capacities to sign the Registration Statement on Form N-1A under the Securities Act of 1933 and the Investment Company Act of 1940 of Goldman Sachs Trust and any and all amendments to such Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue thereof.
Dated: November 1, 2005
         
     
  /s/ Richard P. Strubel    
  Richard P. Strubel   
     
 

 


 

GOLDMAN SACHS TRUST
(a Delaware Statutory Trust)
Power of Attorney
Know All Men By These Presents, that the undersigned, Kaysie P. Uniacke, hereby constitutes and appoints Peter Bonanno, James A. Fitzpatrick, James A. McNamara, John M. Perlowski and Howard B. Surloff, jointly and severally, her attorneys-in-fact, each with power of substitution, for her in any and all capacities to sign the Registration Statement on Form N-1A under the Securities Act of 1933 and the Investment Company Act of 1940 of Goldman Sachs Trust and any and all amendments to such Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue thereof.
Dated: November 1, 2005
         
     
  /s/ Kaysie P. Uniacke    
  Kaysie P. Uniacke