GOLDMAN SACHS TRUST (Form: 485BXT, Received: 12/21/2006 13:51:21)

As filed with the Securities and Exchange Commission on December 21, 2006

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 þ

Post-Effective Amendment No. 143 þ

and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 þ

Amendment No. 144 þ

(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


Peter V. Bonanno, Esq.		Copies to:
Goldman, Sachs & Co.		Kenneth L. Greenberg, Esq.
One New York Plaza — 37 ^th Floor		Drinker Biddle & Reath LLP
New York, New York 10004		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)

o		Immediately upon filing pursuant to paragraph (b)


þ		On January 10, 2007 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:

this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

It is proposed that this filing will become effective (check appropriate box)

o		Immediately upon filing pursuant to paragraph (b)

þ		On January 10, 2007 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:

this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

EXPLANATORY NOTE

Designation of New Effective Date for Previously Filed Amendment

Post-Effective Amendment No. 135 (the “Amendment”) was filed pursuant to Rule 485(a)(1) under the Securities Act of 1933 on October 10, 2006 to register new Funds, the Goldman Sachs Strategic International Equity Fund, the Goldman Sachs Structured Small Cap Value Fund and the Goldman Sachs Structured Small Cap Growth Fund, and pursuant to Rule 485(a)(1) would be effective on December 24, 2006. This Post-Effective Amendment No. 143 is being filed pursuant to Rule 485(b)(1)(iii) for the sole purpose of designating January 10, 2007 as the new date upon which the Amendment shall become effective.

This Post-Effective Amendment No. 143 incorporates by reference the information contained in Parts A and B of the Amendment. Part C is filed herewith.

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); to Post-Effective Amendment No. 109 to the Registrant’s Registration Statement on Form N-1A (Accession No. 0000950123-05-011442); to Post-Effective Amendment No. 112 to the Registrant’s Registration Statement on Form N-1A (Accession No. 0000950123-05-014459); to Post-Effective Amendment No. 114 to the Registrant’s Registration Statement on Form N-1A (0000950123-05-015341); to Post-Effective Amendment No. 118 to the Registrant’s Registration Statement on Form N-1A (0000950123-06-001985); to Post-Effective Amendment No. 119 to the Registrant’s Registration Statement on Form N-1A (0000950123-06-002378); to Post-Effective Amendment No. 124 to the Registrant’s Registration Statement on Form N-1A (0000950123-06-005419); to Post-Effective Amendment No. 127 to the Registrant’s Registration Statement on Form N-1A (0000950123-06-007014); to Post-Effective Amendment No. 129 to the Registrant’s Registration Statement on Form N-1A (0000950123-06-008041); to Post-Effective Amendment No. 135 to the Registrant’s Registration Statement on Form N-1A (0000950123-06-012408); and to Post-Effective Amendment No. 137 to the Registrant’s Registration Statement on Form N-1A (0000950123-06-012620).


		(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)

		(a)(32).		Amendment No. 32 dated December 31, 2005 to the Agreement and Declaration of Trust dated January 28, 1997 (Accession No. 0000950123-05-015341).

		(a)(33).		Amendment No. 31 dated November 2, 2005 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-06-007014).

		(a)(34).		Amendment No. 33 dated March 16, 2006 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-06-007014).

		(a)(35).		Amendment No. 34 dated March 16, 2006 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-06-007014).

		(a)(36).		Amendment No. 36 dated June 15, 2006 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-06-010686).


		(a)(37).		Amendment No. 35 dated May 11, 2006 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-06-008041).


		(a)(38).		Amendment No. 37 dated August 10, 2006 to the Agreement and Declaration of Trust dated January 28, 1997 is filed herewith.



		(a)(39).		Amendment No. 38 dated November 9, 2006 to the Agreement and Declaration of Trust dated January 28, 1997 is filed herewith.


		(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 2, 2005 to the Management Agreement dated April 30, 1997. (Accession No. 0000950123-05-014459).

		(d)(25).		Amended Annex A dated November 12, 2005 to the Management Agreement dated April 30, 1997. (Accession No. 0000950123-05-014459).


		(d)(26).		Amended Annex A dated November 9, 2006 to the Management Agreement dated April 30, 1997 is filed herewith.



		(d)(27).		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)(28).		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)(29).		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)(30).		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).



		(d)(31).		Fee Reduction Commitment dated February 28, 2006 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the Short Duration Tax-Free Fund is filed herewith.



		(d)(32).		Fee Reduction Commitment dated February 28, 2006 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the Core Fixed Income Fund is filed herewith.



		(d)(33).		Fee Reduction Commitment dated February 28, 2006 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the Short Duration Government Fund is filed herewith.



		(d)(34).		Fee Reduction Commitment dated February 28, 2006 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the Ultra-Short Duration Government Fund is filed herewith.



		(d)(35).		Fee Reduction Commitment dated February 28, 2006 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the Enhanced Income Fund, Global Income fund, Government Income Fund, Municipal Income Fund, Investment Grade Credit Fund, U.S. Mortgages Fund, High Yield Fund, High Yield Municipal Fund and Emerging Markets Debt Fund is filed herewith.



		(d)(36).		Fee Reduction Commitment dated April 28, 2006 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the Balanced Fund, CORE Large Cap Value Fund, Growth and Income Fund, Real Estate Securities Fund, Asia Growth Fund, CORE International Equity Fund, CORE U.S. Equity Fund, CORE Large Cap Growth Fund, European Equity Fund, International Equity Fund, Large Cap Value Fund, Strategic Growth Fund, Research Select Fund, CORE Tax-Managed Equity Fund, Tollkeeper Fund, Concentrated Growth Fund, Japanese Equity Fund, CORE Small Cap Equity Fund, Emerging Markets Equity Fund, International Growth Opportunities Fund, Mid-Cap Value Fund, Small Cap Value Fund and Growth Opportunities Fund is filed herewith.


		(e)(1).		Distribution Agreement dated April 30, 1997, as amended October 30, 2003. (Accession No. 0000950123-03-013727).


		(e)(2).		Amended Exhibit A dated November 9, 2006 to the Distribution Agreement dated April 30, 1997, as amended October 30, 2003 is filed herewith.


		(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 amended and restated as of February 4, 2004 (Accession No. 0000950123-06-001985).

		(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)(23).		Opinion of Drinker Biddle & Reath LLP (with respect to the Small/Mid-Cap Growth Fund). (Accession No. 0000950123-03-011442).

		(i)(24).		Opinion of Drinker Biddle & Reath LLP (with respect to the U.S. Equity Dividend and Premium Fund). (Accession No. 0000950123-03-011442).

		(i)(25).		Opinion of Drinker Biddle & Reath LLP (with respect to the California Intermediate AMT-Free Municipal Fund and New York AMT-Free Municipal Fund). (Accession No. 0000950123-06-001985).

		(i)(26).		Opinion of Drinker Biddle & Reath LLP (with respect to the Tennessee Municipal Fund). (Accession No. 0000950123-06-008041).


		(i)(27).		Opinion of Drinker Biddle & Reath LLP (with respect to the Structured U.S. Equity Flex Fund and Structured International Equity Flex Fund). (Accession No. 0000950123-06-012408).

		(i)(28).		Opinion of Drinker Biddle & Reath LLP (with respect to the BRIC Fund). (Accession No. 0000950123-06-012408).

		(i)(29).		Opinion of Drinker Biddle & Reath LLP (with respect to the International Real Estate Securities Fund). (Accession No. 0000950123-06-012408).

		(i)(30).		Opinion of Drinker Biddle & Reath LLP (with respect to the Core Plus Fixed Income Fund – Class B Shares, Core Plus Fixed Income Fund – Service Shares and Enhanced Income Fund – B Shares). (Accession No. 0000950123-06-012620).

		(i)(31).		Opinion of Drinker Biddle & Reath LLP (with respect to the Commodity Exposure Fund). (Accession No. 0000950123-06-014890).


		(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).		Powers of Attorney of Messrs. Bakhru, Coblentz, Harker, Shuch and Strubel, and Mmes. McPherson, Smelcer and Uniacke. (Accession No. 0000950123-05-015341).

		(q)(2).		Power of Attorney of John M. Perlowski. (Accession No. 0000950123-06-002378).

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		Connection with
the Investment Advisers	Name and Address of Other Company	Other Company

Robert J. Hurst	The Goldman Sachs Group, Inc.	Vice Chairman and
Managing Director-	85 Broad Street	Director
GSAM LP	New York, New York 10004

	Goldman, Sachs & Co.
	85 Broad Street
	New York, New York 10004	Managing Director

Lloyd C. Blankfein	The Goldman Sachs Group, Inc.	Chairman, Chief
Managing Director-	85 Broad Street	Executive Officer and
GSAM LP	New York, New York 10004	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)		Chairman and Chief Executive Officer
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
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

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 Drive, 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. 143 under Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 143 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 21 ^st day of December, 2006.

GOLDMAN SACHS TRUST
(A Delaware statutory trust)


By:		/s/ Peter V. Bonanno Peter V. Bonanno
		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 21, 2006



¹ John M. Perlowski John M. Perlowski	Treasurer (Principal Accounting Officer and Principal Financial Officer)	December 21, 2006



¹ Mary Patterson McPherson	Trustee	December 21, 2006
Mary Patterson McPherson



¹ Ashok N. Bakhru	Chairman and Trustee	December 21, 2006
Ashok N. Bakhru



¹ Alan A. Shuch	Trustee	December 21, 2006
Alan A. Shuch



¹ Wilma J. Smelcer	Trustee	December 21, 2006
Wilma J. Smelcer



¹ Richard P. Strubel	Trustee	December 21, 2006
Richard P. Strubel



¹ Patrick T. Harker	Trustee	December 21, 2006
Patrick T. Harker



¹ John P. Coblentz, Jr.	Trustee	December 21, 2006
John P. Coblentz, Jr.


By:		/s/ Peter V. Bonanno Peter V. Bonanno,
		Attorney-In-Fact


1.		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 15, 2006.

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 and John W. Perlowski, 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 SEC, 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 21, 2006


		/s/ Peter V. Bonanno Peter V. Bonanno,
		Secretary

EXHIBIT INDEX


Exhibit No.		Description

(a)(38).		Amendment No. 37 dated August 10, 2006 to the Agreement and Declaration of Trust dated January 28, 1997.

(a)(39).		Amendment No. 38 dated November 9, 2006 to the Agreement and Declaration of Trust dated January 28, 1997.

(d)(26).		Amended Annex A dated November 9, 2006 to the Management Agreement dated April 30, 1997.

(d)(31).		Fee Reduction Commitment dated February 28, 2006 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the Short Duration Tax-Free Fund.

(d)(32).		Fee Reduction Commitment dated February 28, 2006 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the Core Fixed Income Fund.

(d)(33).		Fee Reduction Commitment dated February 28, 2006 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the Short Duration Government Fund.

(d)(34).		Fee Reduction Commitment dated February 28, 2006 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the Ultra-Short Duration Government Fund.

(d)(35).		Fee Reduction Commitment dated February 28, 2006 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the Enhanced Income Fund, Global Income Fund, Government Income Fund, Municipal Income Fund, Investment Grade Credit Fund, U.S. Mortgages Fund, High Yield Fund, High Yield Municipal Fund and Emerging Markets Debt Fund.

(d)(36).		Fee Reduction Commitment dated April 28, 2006 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the Balanced Fund, CORE Large Cap Value Fund, Growth and Income Fund, Real Estate Securities Fund, Asia Growth Fund, CORE International Equity Fund, CORE U.S. Equity Fund, CORE Large Cap Growth Fund, European Equity Fund, International Equity Fund, Large Cap Value Fund, Strategic


Exhibit No.		Description
		Growth Fund, Research Select Fund, CORE Tax-Managed Equity Fund, Tollkeeper Fund, Concentrated Growth Fund, Japanese Equity Fund, CORE Small Cap Equity Fund, Emerging Markets Equity Fund, International Growth Opportunities Fund, Mid Cap Value Fund, Small Cap Value Fund and Growth Opportunities Fund.

(e)(2).		Amended Exhibit A dated November 9, 2006 to the Distribution Agreement dated April 30, 1997, as amended October 30, 2003.

Exhibit (a)(38)

AMENDMENT NO. 37
TO THE
DECLARATION OF TRUST
OF
GOLDMAN SACHS TRUST

This AMENDMENT NO. 37 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 pursuant to the following resolutions duly adopted by the Board of Trustees of said Trust on August 10, 2006:

RESOLVED , that 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 Plus Fund” to “Goldman Sachs Core Plus Fixed Income 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 Ashok N. Bakhru		/s/ Wilma J. Smelcer Wilma J. Smelcer
as Trustee and not individually		as Trustee and not individually

/s/ John P. Coblentz, Jr. John P. Coblentz, Jr.		/s/ Richard P. Strubel Richard P. Strubel
as Trustee and not individually		as Trustee and not individually

/s/ Patrick T. Harker		/s/ Alan A. Shuch

Patrick T. Harker		Alan A. Shuch
as Trustee and not individually		as Trustee and not individually

/s/ Mary P. McPherson		/s/ Kaysie P. Uniacke

Mary P. McPherson		Kaysie P. Uniacke
as Trustee and not individually		as Trustee and not individually

Exhibit (a)(39)

AMENDMENT NO. 38
TO THE
DECLARATION OF TRUST
OF
GOLDMAN SACHS TRUST

This AMENDMENT NO. 38 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”) is made by the Trustees named below as of November 9, 2006:

WHEREAS, the Trustees have established a trust for the investment and reinvestment of funds contributed thereto;

WHEREAS, the Trustees divided the beneficial interest in the trust assets into transferable shares of beneficial interest and divided such shares of beneficial interest into separate Series;

WHEREAS, the Trustees desire to create new Series and designate new Classes of shares;

NOW, THEREFORE, in consideration of the foregoing premises and the agreements contained herein, the undersigned, being all of the Trustees of the Trust and acting in accordance with Article V, Section 1 of the Declaration, hereby amend the Declaration as follows:

The Trust shall consist of one or more Series. Without limiting the authority of the Trustees to establish and designate any further Series, the Trustees hereby establish the following 72 Series: Goldman Sachs Structured Small Cap Value Fund; Goldman Sachs Structured Small Cap Growth Fund; Goldman Sachs Strategic International Equity Fund; Goldman Sachs Commodities Fund, Goldman Sachs Core Plus Fund, Goldman Sachs BRIC Fund, Goldman Sachs International Real Estate Securities Fund, Goldman Sachs Structured U.S. Equity Flex Fund, Goldman Sachs Structured International Equity Flex Fund, Goldman Sachs Tennessee Municipal Fund, Goldman Sachs California Intermediate AMT-Free Municipal Fund, Goldman Sachs New York Intermediate AMT-Free Municipal Fund, Goldman Sachs U.S. Equity Dividend and Premium Fund, Goldman Sachs Small/Mid Cap Growth Fund, Goldman Sachs Global Currency Fund, Goldman Sachs U.S. Mortgages Fund, Goldman Sachs Investment Grade Credit Fund, Goldman Sachs Emerging Markets Debt Fund, Goldman Sachs Ultra-Short Duration Government Fund, Goldman Sachs Short Duration Government Fund, Goldman Sachs Short Duration Tax-Free Fund, Goldman Sachs Core Fixed Income Fund, Goldman Sachs Global Income Fund, Goldman Sachs Government Income Fund, Goldman Sachs Municipal Income Fund, Goldman Sachs High Yield Fund, Goldman Sachs High Yield Municipal Fund, Goldman Sachs Enhanced Income Fund, Goldman Sachs Balanced Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Small Cap Equity Fund, Goldman Sachs Structured International Equity Fund, Goldman Sachs Growth and Income Fund, Goldman Sachs Capital Growth Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Small Cap Value Fund, Goldman Sachs International Equity Fund, Goldman Sachs Asia Equity Fund, Goldman Sachs Emerging Markets Equity Fund, Goldman Sachs Real Estate Securities Fund, Goldman Sachs International Small Cap Fund, Goldman Sachs Japanese Equity Fund, Goldman Sachs European Equity Fund, Goldman Sachs Structured Large Cap Value Fund, Goldman Sachs Strategic Growth Fund, Goldman Sachs Growth Small

Cap Fund, Goldman Sachs Tollkeeper Fund, Goldman Sachs Large Cap Value Fund, Goldman Sachs Concentrated Growth Fund, Goldman Sachs Structured Tax-Managed Equity Fund, Goldman Sachs Research Select Fund, Goldman Sachs Growth Strategy Portfolio, Goldman Sachs Equity Growth Strategy Portfolio, Goldman Sachs Balanced Strategy Portfolio, Goldman Sachs Growth and Income Strategy Portfolio, Institutional Liquid Assets- Prime Obligations Portfolio, Institutional Liquid Assets-Government Portfolio, Institutional Liquid Assets-Treasury Obligations Portfolio, Institutional Liquid Assets-Money Market Portfolio, Institutional Liquid Assets-Federal Portfolio, Institutional Liquid Assets-Treasury Instruments Portfolio, Institutional Liquid Assets-Tax-Exempt Diversified Portfolio, Institutional Liquid Assets-Tax-Exempt New York Portfolio, Institutional Liquid Assets-Tax-Exempt California Portfolio, Goldman Sachs-Financial Square Prime Obligations Fund, Goldman Sachs-Financial Square Government Fund, Goldman Sachs-Financial Square Treasury Obligations Fund, Goldman Sachs-Financial Square Money Market Fund, Goldman Sachs-Financial Square Tax-Free Money Market Fund, Goldman Sachs-Financial Square Federal Fund and Goldman Sachs-Financial Square Treasury Instruments Fund (the “Existing Series”). Each additional Series shall be established and is effective upon the adoption of a resolution of a majority of the Trustees or any alternative date specified in such resolution. The Trustees may designate the relative rights and preferences of the Shares of each Series. The Trustees may divide the Shares of any Series into Classes. Without limiting the authority of the Trustees to establish and designate any further Classes, the Trustees hereby establish the following classes of shares with respect to the series set forth below:


		Class A Shares:		Goldman Sachs Structured Small Cap Value Fund; Goldman Sachs Structured Small Cap Growth Fund; Goldman Sachs Strategic International Equity Fund; Goldman Sachs Commodities Fund, Goldman Sachs Core Plus Fund, Goldman Sachs BRIC Fund, Goldman Sachs International Real Estate Securities Fund, Goldman Sachs Structured U.S. Equity Flex Fund, Goldman Sachs Structured International Equity Flex Fund, Goldman Sachs Tennessee Municipal Fund, Goldman Sachs California Intermediate AMT-Free Municipal Fund, Goldman Sachs New York Intermediate AMT-Free Municipal Fund, Goldman Sachs U.S. Equity Dividend and Premium Fund, Goldman Sachs Small/Mid Cap Growth Fund, Goldman Sachs Global Currency Fund, Goldman Sachs U.S. Mortgages Fund, Goldman Sachs Investment Grade Credit Fund, Goldman Sachs Emerging Markets Debt Fund, Goldman Sachs Ultra-Short Duration Government Fund, Goldman Sachs Global Income Fund, Goldman Sachs Government Income Fund, Goldman Sachs Municipal Income Fund, Goldman Sachs High Yield Fund, Goldman Sachs Short Duration Government Fund, Goldman Sachs Short Duration Tax-Free Fund, Goldman Sachs Core Fixed Income Fund, Goldman Sachs High Yield Municipal Fund, Goldman Sachs Enhanced Income Fund, Goldman Sachs Balanced Fund, Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Small Cap Equity Fund, Goldman Sachs Structured International Equity Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Growth and Income Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Capital Growth Fund, Goldman Sachs Small Cap Value Fund, Goldman Sachs Concentrated Growth Fund, Goldman Sachs International Equity Fund, Goldman Sachs Emerging Markets Equity Fund, Goldman Sachs Asia Equity Fund, Goldman Sachs Real Estate Securities Fund, Goldman Sachs International Small Cap Fund, Goldman Sachs Japanese Equity Fund, Goldman Sachs European Equity Fund, Goldman Sachs Structured Large Cap Value Fund, Goldman Sachs Strategic Growth Fund, Goldman Sachs Growth Opportunities Fund, Goldman Sachs Tollkeeper Fund, Goldman Sachs Large Cap Value Fund, Goldman Sachs Structured Tax-Managed Equity Fund, Goldman Sachs Research Select Fund, Goldman Sachs Growth Strategy Portfolio, Goldman Sachs Equity Growth Strategy Portfolio, Goldman Sachs Balanced Strategy Portfolio and Goldman Sachs Growth and Income Strategy Portfolio.

		Class B Shares:		Goldman Sachs Structured Small Cap Value Fund; Goldman Sachs Structured Small Cap Growth Fund; Goldman Sachs Strategic International Equity Fund; Goldman Sachs Small/Mid Cap Growth Fund, Goldman Sachs Global Income Fund, Goldman Sachs Government Income Fund, Goldman Sachs Municipal Income Fund, Goldman Sachs High Yield Fund, Goldman Sachs Short Duration Government Fund, Goldman Sachs Short Duration Tax-Free Fund, Goldman Sachs Core Fixed Income Fund, Goldman Sachs High

- 2 -


				Yield Municipal Fund, Goldman Sachs Balanced Fund, Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Small Cap Equity Fund, Goldman Sachs Structured International Equity Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Growth and Income Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Capital Growth Fund, Goldman Sachs Small Cap Value Fund, Goldman Sachs Concentrated Growth Fund, Goldman Sachs International Equity Fund, Goldman Sachs Emerging Markets Equity Fund, Goldman Sachs Asia Equity Fund, Goldman Sachs Real Estate Securities Fund, Goldman Sachs International Small Cap Fund, Goldman Sachs Japanese Equity Fund, Goldman Sachs European Equity Fund, Goldman Sachs Structured Large Cap Value Fund, Goldman Sachs Growth Opportunities Fund, Goldman Sachs Strategic Growth Fund, Goldman Sachs Tollkeeper Fund, Goldman Sachs Large Cap Value Fund, Goldman Sachs Structured Tax-Managed Equity Fund, Goldman Sachs Research Select Fund, Institutional Liquid Assets Prime Obligations Portfolio, Goldman Sachs Real Estate Securities Fund, Goldman Sachs European Equity Fund, Goldman Sachs Growth Strategy Portfolio, Goldman Sachs Equity Growth Strategy Portfolio, Goldman Sachs Balanced Strategy Portfolio and Goldman Sachs Growth and Income Strategy Portfolio.

		Class C Shares:		Goldman Sachs Structured Small Cap Value Fund; Goldman Sachs Structured Small Cap Growth Fund; Goldman Sachs Strategic International Equity Fund; Goldman Sachs Emerging Markets Debt Fund, Goldman Sachs Commodities Fund, Goldman Sachs Core Plus Fund, Goldman Sachs BRIC Fund, Goldman Sachs International Real Estate Securities Fund, Goldman Sachs Structured U.S. Equity Flex Fund, Goldman Sachs Structured International Equity Flex Fund, Goldman Sachs Tennessee Municipal Fund, Goldman Sachs California Intermediate AMT-Free Municipal Fund, Goldman Sachs New York Intermediate AMT-Free Municipal Fund, Goldman Sachs U.S. Equity Dividend and Premium Fund, Goldman Sachs Small/Mid Cap Growth Fund, Goldman Sachs Global Currency Fund, Goldman Sachs Global Income Fund, Goldman Sachs Government Income Fund, Goldman Sachs Municipal Income Fund, Goldman Sachs High Yield Fund, Goldman Sachs Short Duration Government Fund, Goldman Sachs Short Duration Tax-Free Fund, Goldman Sachs Core Fixed Income Fund, Goldman Sachs High Yield Municipal Fund, Goldman Sachs Balanced Fund, Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Small Cap Equity Fund, Goldman Sachs Structured International Equity Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Growth and Income Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs Capital Growth Fund, Goldman Sachs Small Cap Value Fund, Goldman Sachs Concentrated Growth Fund, Goldman Sachs International Equity Fund, Goldman Sachs Emerging Markets Equity Fund, Goldman Sachs Asia Equity Fund, Goldman Sachs International Small Cap Fund, Goldman Sachs Japanese Equity Fund, Institutional Liquid Assets Prime Obligations Portfolio, Goldman Sachs Real Estate Securities Fund, Goldman Sachs European Equity Fund, Goldman Sachs Structured Large Cap Value Fund, Goldman Sachs Strategic Growth Fund, Goldman Sachs Growth Opportunities Fund, Goldman Sachs Tollkeeper Fund, Goldman Sachs Large Cap Value Fund, Goldman Sachs Structured Tax-Managed Equity Fund, Goldman Sachs Research Select Fund, Goldman Sachs Growth Strategy Portfolio, Goldman Sachs Equity Growth Strategy Portfolio, Goldman Sachs Balanced Strategy Portfolio and Goldman Sachs Growth and Income Strategy Portfolio.

		Institutional Shares:		Goldman Sachs Structured Small Cap Value Fund; Goldman Sachs Structured Small Cap Growth Fund; Goldman Sachs Strategic International Equity Fund; Goldman Sachs Commodities Fund, Goldman Sachs Core Plus Fund, Goldman Sachs BRIC Fund, Goldman Sachs International Real Estate Securities Fund, Goldman Sachs Structured U.S. Equity Flex Fund, Goldman Sachs Structured International Equity Flex Fund, Goldman Sachs Tennessee Municipal Fund, Goldman Sachs California Intermediate AMT-Free Municipal Fund, Goldman Sachs New York Intermediate AMT-Free Municipal Fund, Goldman Sachs U.S. Equity Dividend and Premium Fund, Goldman Sachs Small/Mid Cap Growth Fund, Goldman Sachs Global Currency Fund, Goldman Sachs U.S. Mortgages Fund, Goldman Sachs Investment Grade Credit Fund, Goldman Sachs Emerging Markets

- 3 -


				Debt Fund, Goldman Sachs Ultra-Short Duration Government Fund, Goldman Sachs Short Duration Government Fund, Goldman Sachs Short Duration Tax-Free Fund, Goldman Sachs Government Income Fund, Goldman Sachs Municipal Income Fund, Goldman Sachs Core Fixed Income Fund, Goldman Sachs High Yield Municipal Fund, Goldman Sachs Global Income Fund, Goldman Sachs High Yield Fund, Goldman Sachs Enhanced Income Fund, Goldman Sachs Balanced Fund, Goldman Sachs Small Cap Value Fund, Goldman Sachs Concentrated Growth Fund, Goldman Sachs Capital Growth Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Small Cap Equity Fund, Goldman Sachs Structured International Equity Fund, Goldman Sachs Growth and Income Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs International Equity Fund, Goldman Sachs Emerging Markets Equity Fund, Goldman Sachs Asia Equity Fund, Goldman Sachs International Small Cap Fund, Goldman Sachs Japanese Equity Fund, Goldman Sachs Real Estate Securities Fund, Goldman Sachs European Equity Fund, Goldman Sachs Structured Large Cap Value Fund, Goldman Sachs Growth Opportunities Fund, Goldman Sachs Strategic Growth Fund, Goldman Sachs Tollkeeper Fund, Goldman Sachs Large Cap Value Fund, Goldman Sachs Structured Tax-Managed Equity Fund, Goldman Sachs Research Select Fund, Goldman Sachs-Financial Square Prime Obligations Fund, Goldman Sachs-Financial Square Government Fund, Goldman Sachs-Financial Square Treasury Obligations Fund, Goldman Sachs-Financial Square Money Market Fund, Goldman Sachs-Financial Square Tax-Free Money Market Fund, Goldman Sachs-Financial Square Federal Fund, Goldman Sachs-Financial Square Treasury Instruments Fund, Institutional Liquid Assets-Prime Obligations Portfolio, Institutional Liquid Assets-Government Portfolio, Institutional Liquid Assets-Treasury Obligations Portfolio, Institutional Liquid Assets-Money Market Portfolio, Institutional Liquid Assets-Federal Portfolio, Institutional Liquid Assets-Treasury Instruments Portfolio, Institutional Liquid Assets-Tax-Exempt Diversified Portfolio, Institutional Liquid Assets-Tax-Exempt New York Portfolio, Institutional Liquid Assets-Tax-Exempt California Portfolio, Goldman Sachs Growth Strategy Portfolio, Goldman Sachs Equity Growth Strategy Portfolio, Goldman Sachs Balanced Strategy Portfolio and Goldman Sachs Growth and Income Strategy Portfolio.

		Service Shares:		Goldman Sachs Small/Mid Cap Growth Fund, Goldman Sachs Ultra-Short Duration Government Fund, Goldman Sachs Short Duration Government Fund, Goldman Sachs Short Duration Tax-Free Fund, Goldman Sachs Government Income Fund, Goldman Sachs Municipal Income Fund, Goldman Sachs Core Fixed Income Fund, Goldman Sachs High Yield Municipal Fund, Goldman Sachs Global Income Fund, Goldman Sachs High Yield Fund, Goldman Sachs Balanced Fund, Goldman Sachs Small Cap Value Fund, Goldman Sachs Concentrated Growth Fund, Goldman Sachs Capital Growth 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 Growth and Income Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs International Equity Fund, Goldman Sachs Emerging Markets Equity Fund, Goldman Sachs Asia Equity Fund, Goldman Sachs International Small Cap Fund, Goldman Sachs Japanese Equity Fund, Goldman Sachs Structured Large Cap Value Fund, Goldman Sachs Strategic Growth Fund, Goldman Sachs Growth Opportunities Fund, Goldman Sachs Tollkeeper Fund, Goldman Sachs Large Cap Value Fund, Goldman Sachs Structured Tax-Managed Equity Fund, Goldman Sachs Research Select Fund, Goldman Sachs-Financial Square Prime Obligations Fund, Goldman Sachs-Financial Square Government Fund, Goldman Sachs-Financial Square Treasury Obligations Fund, Goldman Sachs-Financial Square Money Market Fund, Goldman Sachs-Financial Square Tax-Free Money Market Fund, Goldman Sachs-Financial Square Federal Fund, Goldman Sachs-Financial Square Treasury Instruments Fund, Institutional Liquid Assets-Prime Obligations Portfolio, Institutional Liquid Assets-Government Portfolio, Institutional Liquid Assets- Treasury Obligations Portfolio, Institutional Liquid Assets-Money Market Portfolio, Institutional Liquid Assets-Federal Portfolio, Institutional Liquid Assets-Treasury Instruments Portfolio, Institutional Liquid Assets-Tax-Exempt Diversified

- 4 -


				Portfolio, Institutional Liquid Assets-Tax-Exempt New York Portfolio, Institutional Liquid Assets-Tax-Exempt California Portfolio, Goldman Sachs Growth Strategy Portfolio, Goldman Sachs Equity Growth Strategy Portfolio, Goldman Sachs Balanced Strategy Portfolio and Goldman Sachs Growth and Income Strategy Portfolio.

		Administration Shares:		Goldman Sachs-Financial Square Prime Obligations Fund, Goldman Sachs-Financial Square Government Fund, Goldman Sachs-Financial Square Treasury Obligations Fund, Goldman Sachs-Financial Square Money Market Fund, Goldman Sachs-Financial Square Tax-Free Money Market Fund, Goldman Sachs-Financial Square Federal Fund, Goldman Sachs-Financial Square Treasury Instruments Fund, Institutional Liquid Assets-Prime Obligations Portfolio, Institutional Liquid Assets-Government Portfolio, Institutional Liquid Assets-Treasury Obligations Portfolio, Institutional Liquid Assets-Money Market Portfolio, Institutional Liquid Assets-Federal Portfolio, Institutional Liquid Assets-Treasury Instruments Portfolio, Institutional Liquid Assets-Tax-Exempt Diversified Portfolio, Institutional Liquid Assets-Tax- Exempt New York Portfolio and Institutional Liquid Assets-Tax-Exempt California Portfolio, Goldman Sachs Enhanced Income Fund.

		Preferred Administration Shares:		Goldman Sachs-Financial Square Prime Obligations Fund, Goldman Sachs-Financial Square Government Fund, Goldman Sachs-Financial Square Treasury Obligations Fund, Goldman Sachs-Financial Square Money Market Fund, Goldman Sachs-Financial Square Tax-Free Money Market Fund, Goldman Sachs-Financial Square Federal Fund and Goldman Sachs-Financial Square Treasury Instruments Fund.

		Cash Management Shares:		Institutional Liquid Assets-Prime Obligations Portfolio, Institutional Liquid Assets-Money Market Portfolio, Institutional Liquid Assets-Government Portfolio, Institutional Liquid Assets-Tax-Exempt Diversified Portfolio, Institutional Liquid Assets-Tax-Exempt California Portfolio, Institutional Liquid Assets-Tax-Exempt New York Portfolio, Institutional Liquid Assets-Treasury Instruments Portfolio, Institutional Liquid Assets-Treasury Obligations Portfolio, Institutional Liquid Assets-Federal Portfolio.

		Select Shares:		Goldman Sachs-Financial Square Prime Obligations Fund, Goldman Sachs-Financial Square Government Fund, Goldman Sachs-Financial Square Treasury Obligations Fund, Goldman Sachs-Financial Square Money Market Fund, Goldman Sachs-Financial Square Tax-Free Money Market Fund, Goldman Sachs-Financial Square Federal Fund and Goldman Sachs-Financial Square Treasury Instruments Fund.

		Capital Shares:		Goldman Sachs-Financial Square Prime Obligations Fund, Goldman Sachs-Financial Square Government Fund, Goldman Sachs-Financial Square Treasury Obligations Fund, Goldman Sachs-Financial Square Money Market Fund, Goldman Sachs-Financial Square Tax-Free Money Market Fund, Goldman Sachs-Financial Square Federal Fund and Goldman Sachs-Financial Square Treasury Instruments Fund.

- 5 -


		Separate Account Institutional Shares:		Goldman Sachs U.S. Mortgages Fund and Goldman Sachs Investment Grade Credit Fund.


/s/ Ashok N. Bakhru Ashok N. Bakhru		/s/ Alan A. Shuch Alan A. Shuch
as Trustee and not individually		as Trustee and not individually

/s/ John P. Coblentz, Jr.		/s/ Wilma J. Smelcer

John P. Coblentz, Jr.		Wilma J. Smelcer
as Trustee and not individually		as Trustee and not individually

/s/ Patrick T. Harker		/s/ Richard P. Strubel

Patrick T. Harker		Richard P. Strubel
as Trustee and not individually		as Trustee and not individually

/s/ Mary P. McPherson		/s/ Kaysie P. Uniacke

Mary P. McPherson		Kaysie P. Uniacke
as Trustee and not individually		as Trustee and not individually

- 6 -

Exhibit (d)(26)

Amended Annex A

The compensation payable under Paragraph 5 of the Management Agreement between Goldman Sachs Trust and each of the undersigned shall be as follows:

Goldman Sachs Asset Management/Goldman Sachs Funds Management, L.P./Goldman Sachs Asset Management, L.P.*


	Annual Rate
Goldman Sachs Emerging Markets Debt Fund ¹¹		0.80%
Goldman Sachs U.S. Mortgages Fund ¹²		0.40%
Goldman Sachs Investment Grade Credit Fund ¹²		0.40%
Goldman Sachs Government Income Fund		0.65%
Goldman Sachs Municipal Income Fund		0.55%
Goldman Sachs High Yield Fund		0.70%
Goldman Sachs High Yield Municipal Fund ⁸		0.55%
Goldman Sachs Enhanced Income Fund ⁹		0.25%
Goldman Sachs California Intermediate AMT-Free Municipal Fund ¹⁶		0.45% on first $1 billion
		0.41% over $1 billion up to $2 billion
		0.39% over $2 billion
Goldman Sachs New York Intermediate AMT-Free Municipal Fund ¹⁶		0.45% on first $1 billion
		0.41% over $1 billion up to $2 billion
		0.39% over $2 billion
Goldman Sachs Tennessee Municipal Fund ¹⁷		0.45% on first $1 billion
		0.41% over $1 billion up to $2 billion
		0.39% over $2 billion
Goldman Sachs Core Plus Fixed Income Fund		0.45%
Goldman Sachs Balanced Fund		0.65%
Goldman Sachs Growth and Income Fund		0.70%
Goldman Sachs Structured Large Cap Value Fund ⁴		0.60%
Goldman Sachs Structured Large Cap Growth Fund		0.75%
Goldman Sachs Structured Small Cap Equity Fund ¹		0.85%
Goldman Sachs Structured International Equity Fund ¹		0.85%
Goldman Sachs Structured Tax –Managed Equity Fund ⁷		0.75%
Goldman Sachs Structured International Equity Flex Fund ¹⁸		1.10% on the first $2 billion
		0.99% over 2 billion
Goldman Sachs Structured U.S. Equity Flex Fund ¹⁸		1.00% on the first $2 billion
		0.90% over $2 billion
Goldman Sachs Structured Small Cap Value Fund ²¹		0.85% on the first $2 billion
		0.77% over $2 billion
Goldman Sachs Structured Small Cap Growth Fund ²¹		0.85% on the first $2 billion
		0.77% over $2 billion
Goldman Sachs Mid Cap Value Fund		0.75%
Goldman Sachs Small Cap Value Fund		1.00%
Goldman Sachs Real Estate Securities Fund ¹		1.00%
Goldman Sachs Strategic Growth Fund ⁵		1.00%
Goldman Sachs Growth Opportunities Fund ⁵		1.00%
Goldman Sachs Tollkeeper Fund ⁶		1.00%
Goldman Sachs Large Cap Value Fund ⁸		0.75%
Goldman Sachs Research Select Fund ⁹		1.00%


*		Note: Some Annual Rates have been reduced per Fee Reduction Commitments.

¹		Please note that the CORE Small Cap Equity Fund, CORE International Equity Fund and Real Estate Securities Fund were approved at the July 21, 1997 Goldman Sachs Trust Board Meeting.


	Annual Rate
Goldman Sachs Concentrated Growth Fund ¹⁰		1.00%
Goldman Sachs CORE U.S. Equity Fund		0.75%
Goldman Sachs Capital Growth Fund		1.00%
Goldman Sachs Small/Mid-Cap Growth Fund ¹⁴		1.00% on the first $2 billion
		0.90% over $2 billion
Goldman Sachs U.S. Equity Dividend and Premium Fund ¹⁵		0.75% on the first $1 billion
		0.68% over $1 billion up to $2 billion
		0.65% over $2 billion
Goldman Sachs-Financial Square Prime Obligations Fund		0.205%
Goldman Sachs-Financial Square Money Market Fund		0.205%
Goldman Sachs-Financial Square Treasury Obligations Fund		0.205%
Goldman Sachs-Financial Square Treasury Instruments Fund		0.205%
Goldman Sachs-Financial Square Government Fund		0.205%
Goldman Sachs-Financial Square Federal Fund		0.205%
Goldman Sachs-Financial Square Tax-Free Money Market Fund		0.205%

Goldman Sachs Asset Management International

Goldman Sachs Global Income Fund		0.90%
Goldman Sachs Concentrated International Equity Fund		1.00%
Goldman Sachs Emerging Markets Equity Fund		1.20%
Goldman Sachs Asia Equity Fund		1.00%
(formerly Goldman Sachs Asia Growth Fund)
Goldman Sachs International Small Cap Fund ²		1.20%
(formerly Goldman Sachs International Growth Opportunities Fund)
Goldman Sachs Japanese Equity Fund ²		1.00%
Goldman Sachs European Equity Fund ³		1.00%


²		Please note that the International Small Cap Fund and Japanese Equity Fund were approved at the April 23, 1998 Goldman Sachs Trust Board Meeting.

³		Please note that the European Equity Fund was approved at the July 22, 1998 Goldman Sachs Trust Board Meeting.

⁴		Please note that the CORE Large Cap Value Fund was approved at the November 3, 1998 Goldman Sachs Trust Board Meeting.

⁵		Please note that the Strategic Growth Fund and Growth Opportunities Fund were approved at the April 28, 1999 Goldman Sachs Trust Board Meeting.

⁶		Please note that the Tollkeeper Fund was approved at the July 27, 1999 Goldman Sachs Trust Board Meeting.

⁷		Please note that the Large Cap Value Fund was approved at the October 26, 1999 Goldman Sachs Trust Board Meeting.

⁸		Please note that the High Yield Municipal Fund and the CORE Tax-Managed Equity Fund were approved at the February 3, 2000 Goldman Sachs Trust Board Meeting.

⁹		Please not that the Goldman Sachs Research Select Fund and Goldman Sachs Enhanced Income Fund were approved at the April 26, 2000 Goldman Sachs Trust Board Meeting.

¹⁰		Please note that the Concentrated Growth Fund was approved at the August 1, 2002 Goldman Sachs Trust Board Meeting.

¹¹		Please note that the Emerging Markets Debt Fund was approved at the July 31, 2003 Goldman Sachs Trust Board Meeting.

¹²		Please note that the U.S. Mortgages Fund and Investment Grade Credit Fund were approved at the October 30, 2003 Goldman Sachs Trust Board Meeting.

- 2 -


	Annual Rate
Goldman Sachs International Real Estate Securities Fund ¹⁹		1.05% on the first $2 billion
		0.95% over $2 billion
Goldman Sachs BRIC Fund ¹⁹		1.30% on the first $2 billion
		1.17% over $2 billion


¹³		Please note that the Global Currency Fund was approved at the February 10, 2005 Goldman Sachs Trust Board Meeting.

¹⁴		Please note that the Small/Mid-Cap Growth Fund was approved at the May 12, 2005 Goldman Sachs Trust Board Meeting.

¹⁵		Please note that the U.S. Equity Dividend and Premium Fund was approved at the June 16, 2005 Goldman Sachs Trust Board Meeting.

¹⁶		Please note that the California Intermediate AMT-Free Municipal Fund and New York Intermediate AMT-Free Municipal Fund were approved at the August 4, 2005 Goldman Sachs Trust Board Meeting.

¹⁷		Please note that the Tennessee Municipal Fund was approved at the November 2, 2005 Goldman Sachs Trust Board Meeting.

¹⁸		Please note that the Structured U.S. Equity Flex Fund and Structured International Equity Flex Fund were approved at the March 16, 2006 Goldman Sachs Trust Board Meeting.

¹⁹		Please note that the International Real Estate Securities Fund and BRIC Fund were approved at the May 11, 2006 Goldman Sachs Trust Board Meeting.

²⁰		Please note that the Core Plus Fixed Income Fund was approved at the August 10, 2006 Goldman Sachs Trust Board Meeting.

²¹		Please note that the Structured Small Cap Value, Structured Small Cap Growth and Strategic International Equity Fund were approved at the November 9, 2006 Goldman Sachs Trust Board Meeting.

- 3 -


	Annual Rate
Goldman Sachs Strategic International Equity Fund ²¹		0.85% on first $1 billion
		0.77% on next $1 billion
		0.73% over $2 billion

Goldman Sachs Asset Management, L.P. and
Goldman Sachs Asset Management International

Goldman Sachs Global Currency Fund ¹³		1.00% on the first $2 billion
		0.90% over $2 billion

PURSUANT TO AN EXEMPTION FROM THE COMMODITIES FUTURES TRADING COMMISSION (“CFTC”) IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE CLIENTS, THIS ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN FILED WITH THE CFTC. THE CFTC DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OR COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE CFTC HAS NOT REVIEWED OR APPROVED THE TRADING PROGRAM ADOPTED HEREUNDER OR ANY BROCHURE OR ACCOUNT DOCUMENT.


Dated: November 9, 2006		GOLDMAN SACHS TRUST

		By: NAME:	/s/ Kaysie Uniacke Kaysie Uniacke
		Title:	President of the Registrant

GOLDMAN SACHS ASSET MANAGEMENT, L.P.		GOLDMAN SACHS ASSET MANAGEMENT
a division of Goldman, Sachs & Co.		INTERNATIONAL, an affiliate of Goldman, Sachs & Co.

By:	/s/ Kaysie Uniacke	By:

NAME:	Kaysie Uniacke	Name:
Title:	President of the Registrant	Title

- 4 -

Exhibit (d)(31)

FEE REDUCTION COMMITMENT
(Goldman Sachs Short Duration Tax-Free Fund)

This FEE REDUCTION COMMITMENT is made as of February 28 , 2006 by GOLDMAN SACHS ASSET MANAGEMENT, L.P. (“GSAM” or the “Adviser”).

WHEREAS, Goldman Sachs Trust (the “Trust”) is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, GSAM serves as the investment adviser to the Goldman Sachs Short Duration Tax-Free Fund of the Trust (the “Fund”) pursuant to a Management Agreement dated April 30, 1997 and a related Assumption Agreement by and between Goldman, Sachs & Co. and GSAM (together, the “Management Agreement”);

WHEREAS, the Adviser desires to reduce permanently its contractual fee rate under the Management Agreement for the Fund; and

WHEREAS, the Adviser represents that the quality and quantity of its services under the Management Agreement will not be affected by this commitment and that its obligations under the Management Agreement will remain unchanged in all respects.

NOW, THEREFORE, for good and valuable consideration receipt of which is hereby acknowledged, the Adviser, intending to be legally bound, agrees as follows:

1. Effective the date hereof, the Adviser reduces permanently its contractual fee rate under the Management Agreement for the Fund as follows:

For all services to be rendered and payments made pursuant to the Management Agreement, the Trust on behalf of the Fund will pay to GSAM on the last day of each month a fee at an annual rate equal to the percentages of the average daily net assets of the Fund as set forth on Annex A hereto. The “average daily net assets” of the Fund shall be determined on the basis set forth in the Fund’s prospectus or otherwise consistent with the 1940 Act and regulations promulgated thereunder.

2. Any future amendment to increase or otherwise reinstate the contractual fee rate under the Management Agreement for the Fund as in effect prior to the date hereof must be approved by the shareholders of the Fund as and to the extent required by the 1940 Act.

3. This Fee Reduction Commitment shall be attached to and made a part of the Management Agreement.

4. The Management Agreement shall continue in full force and effect as modified hereby.

IN WITNESS WHEREOF, GSAM has caused this instrument to be executed by its officers designated below as of the day and year first above written.


		GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Attest: /s/ Deborah Farrell		By:	/s/ Howard Surloff (Authorized Officer)

		Name:


		Title


Accepted and Agreed as of the Date
First Set Forth Above:

GOLDMAN SACHS TRUST

By:	/s/ Howard Surloff


Name:


Title:

- 2 -

ANNEX A

GOLDMAN SACHS TRUST

FEE REDUCTION COMMITMENT


				Over $1 billion
Fund Name	$0 - $1 billion			up to $2 billion			Over $2 billion
Goldman Sachs Short Duration Tax-Free Fund		0.40	%		0.36	%		0.34	%

- 3 -

Exhibit (d)(32)

FEE REDUCTION COMMITMENT
(Goldman Sachs Core Fixed Income Fund)

This FEE REDUCTION COMMITMENT is made as of February 28 , 2006 by GOLDMAN SACHS ASSET MANAGEMENT, L.P. (“GSAM” or the “Adviser”).

WHEREAS, Goldman Sachs Trust (the “Trust”) is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, GSAM serves as the investment adviser to the Goldman Sachs Core Fixed Income Fund of the Trust (the “Fund”) pursuant to a Management Agreement dated April 30, 1997 and a related Assumption Agreement by and between Goldman, Sachs & Co. and GSAM (together, the “Management Agreement”);

WHEREAS, the Adviser desires to reduce permanently its contractual fee rate under the Management Agreement for the Fund; and

NOW, THEREFORE, for good and valuable consideration receipt of which is hereby acknowledged, the Adviser, intending to be legally bound, agrees as follows:

1. Effective the date hereof, the Adviser reduces permanently its contractual fee rate under the Management Agreement for the Fund as follows:

3. This Fee Reduction Commitment shall be attached to and made a part of the Management Agreement.

4. The Management Agreement shall continue in full force and effect as modified hereby.

IN WITNESS WHEREOF, GSAM has caused this instrument to be executed by its officers designated below as of the day and year first above written.


		GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Attest: /s/ Debbie Farrell		By:	/s/ Howard Surloff
			(Authorized Officer)

		Name:


		Title


Accepted and Agreed as of the Date
First Set Forth Above:

GOLDMAN SACHS TRUST

By:	/s/ Howard Surloff


Name:


Title:

- 2 -

ANNEX A

GOLDMAN SACHS TRUST

FEE REDUCTION COMMITMENT


				Over $1 billion
Fund Name	$0 - $1 billion			up to $2 billion			Over $2 billion
Goldman Sachs Core Fixed Income Fund		0.40	%		0.36	%		0.34	%

- 3 -

Exhibit (d)(33)

FEE REDUCTION COMMITMENT
(Goldman Sachs Short Duration Government Fund)

This FEE REDUCTION COMMITMENT is made as of February 28 , 2006 by GOLDMAN SACHS ASSET MANAGEMENT, L.P. (“GSAM” or the “Adviser”).

WHEREAS, Goldman Sachs Trust (the “Trust”) is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, GSAM serves as the investment adviser to the Goldman Sachs Short Duration Government Fund of the Trust (the “Fund”) pursuant to a Management Agreement dated April 30, 1997 (the “Management Agreement”);

WHEREAS, the Adviser desires to reduce permanently its contractual fee rate under the Management Agreement for the Fund; and

NOW, THEREFORE, for good and valuable consideration receipt of which is hereby acknowledged, the Adviser, intending to be legally bound, agrees as follows:

1. Effective the date hereof, the Adviser reduces permanently its contractual fee rate under the Management Agreement for the Fund as follows:

For the services provided and the expenses assumed by GSAM pursuant to the Management Agreement, the Trust on behalf of the Fund will pay to GSAM as full compensation therefor a fee at an annual rate equal to the percentages of the average net assets of the Fund as set forth on Annex A hereto. The fee will be computed based on net assets on each day and will be paid to GSAM monthly.

3. This Fee Reduction Commitment shall be attached to and made a part of the Management Agreement.

4. The Management Agreement shall continue in full force and effect as modified hereby.

IN WITNESS WHEREOF, GSAM has caused this instrument to be executed by its officers designated below as of the day and year first above written.


		GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Attest: /s/ Deborah Farrell		By:	/s/ Howard Surloff
			(Authorized Officer)

		Name:


		Title


Accepted and Agreed as of the Date
First Set Forth Above:

GOLDMAN SACHS TRUST

By:	/s/ Howard Surloff


Name:


Title:

- 2 -

ANNEX A

GOLDMAN SACHS TRUST

FEE REDUCTION COMMITMENT


				Over $1 billion
Fund Name	$0 - $1 billion			up to $2 billion			Over $2 billion
Goldman Sachs Short Duration Government Fund		0.50	%		0.45	%		0.43	%

- 3 -

Exhibit (d)(34)

FEE REDUCTION COMMITMENT
(Goldman Sachs Ultra-Short Duration Government Fund, formerly called Goldman Sachs
Adjustable Rate Government Fund)

This FEE REDUCTION COMMITMENT is made as of February 28 , 2006 by GOLDMAN SACHS ASSET MANAGEMENT, L.P. (“GSAM” or the “Adviser”).

WHEREAS, Goldman Sachs Trust (the “Trust”) is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, GSAM serves as the investment adviser to the Goldman Sachs Ultra-Short Duration Government Fund of the Trust (the “Fund”) pursuant to a Management Agreement dated April 30, 1997 (the “Management Agreement”);

WHEREAS, the Adviser desires to reduce permanently its contractual fee rate under the Management Agreement for the Fund; and

NOW, THEREFORE, for good and valuable consideration receipt of which is hereby acknowledged, the Adviser, intending to be legally bound, agrees as follows:

1. Effective the date hereof, the Adviser reduces permanently its contractual fee rate under the Management Agreement for the Fund as follows:

3. This Fee Reduction Commitment shall be attached to and made a part of the Management Agreement.

4. The Management Agreement shall continue in full force and effect as modified hereby.

IN WITNESS WHEREOF, GSAM has caused this instrument to be executed by its officers designated below as of the day and year first above written.


		GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Attest:	/s/ Debbie Farrell	By:	/s/ Howard Surloff
			(Authorized Officer)

		Name:


		Title


Accepted and Agreed as of the Date
First Set Forth Above:

GOLDMAN SACHS TRUST

By:	/s/ Howard Surloff


Name:


Title:

- 2 -

ANNEX A

GOLDMAN SACHS TRUST

FEE REDUCTION COMMITMENT


				Over $1 billion
Fund Name	$0 - $1 billion			up to $2 billion			Over $2 billion
Goldman Sachs Ultra- Short Duration Government Fund		0.40	%		0.36	%		0.34	%

- 3 -

Exhibit (d)(35)

FEE REDUCTION COMMITMENT

This FEE REDUCTION COMMITMENT is made as of February 28 , 2006 by GOLDMAN SACHS ASSET MANAGEMENT, L.P. (“GSAM”) and GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL (“GSAMI” and, together with GSAM, the “Advisers”).

WHEREAS, Goldman Sachs Trust (the “Trust”) is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, GSAM serves as the investment adviser to the Goldman Sachs Enhanced Income, Goldman Sachs Government Income, Goldman Sachs Municipal Income, Goldman Sachs Investment Grade Credit, Goldman Sachs U.S. Mortgages, Goldman Sachs High Yield, Goldman Sachs High Yield Municipal and Goldman Sachs Emerging Markets Debt Funds of the Trust and GSAMI serves as the investment adviser to the Global Income Fund of the Trust (each a “Fund”) pursuant to a Management Agreement dated April 30, 1997, as amended, and a related Assumption Agreement by and between Goldman, Sachs & Co. and GSAM (together, the “Management Agreement”);

WHEREAS, the Advisers desire to reduce permanently their contractual fee rates under the Management Agreement for the Funds; and

WHEREAS, the Advisers represent that the quality and quantity of their services under the Management Agreement will not be affected by this commitment and that their obligations under the Management Agreement will remain unchanged in all respects.

NOW, THEREFORE, for good and valuable consideration receipt of which is hereby acknowledged, the Advisers, intending to be legally bound, agree as follows:

1. Effective the date hereof, the Advisers reduce permanently their contractual fee rates under the Management Agreement for the Funds as follows:

For all services to be rendered and payments made pursuant to the Management Agreement, the Trust on behalf of the respective Funds will pay to GSAM or GSAMI, as applicable, each month a fee at an annual rate equal to the percentages of the average daily net assets of each Fund considered separately as set forth on Annex A hereto. The “average daily net assets” of each Fund shall be determined on the basis set forth in the Fund’s prospectus(es) or otherwise consistent with the 1940 Act and regulations promulgated thereunder.

2. Any future amendment to increase or otherwise reinstate the contractual fee rates under the Management Agreement for the Funds as in effect prior to the date hereof must be approved by the shareholders of the affected Fund(s) as and to the extent required by the 1940 Act.

3. This Fee Reduction Commitment shall be attached to and made a part of the Management Agreement.

4. The Management Agreement shall continue in full force and effect as modified hereby.

IN WITNESS WHEREOF, GSAM and GSAMI have caused this instrument to be executed by their officers designated below as of the day and year first above written.


		GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Attest:	/s/ Deborah Farrell	By:	/s/ Howard Surloff

			(Authorized Officer)

		Name:

		Title


		GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL

Attest:	/s/ Deborah Farrell	By:	/s/ Howard Surloff (Authorized Officer)

		Name:

		Title


Accepted and Agreed as of the Date First Set Forth Above:

GOLDMAN SACHS TRUST

By:	/s/ Howard Surloff

Name:

Title:

- 2 -

ANNEX A

GOLDMAN SACHS TRUST

FEE REDUCTION COMMITMENT


		Over $1 billion
Fund Name	$0 - $1 billion	up to $2 billion	Over $2 billion
Goldman Sachs Enhanced Income Fund	0.25%	0.23%	0.22%
Goldman Sachs Global Income Fund	0.65	0.59	0.56
Goldman Sachs Government Income Fund	0.54	0.49	0.47
Goldman Sachs Municipal Income Fund	0.55	0.50	0.48
Goldman Sachs Investment Grade Credit Fund	0.40	0.36	0.34
Goldman Sachs U.S. Mortgages Fund	0.40	0.36	0.34


Fund Name	$0 - $2 billion	Over $2 billion
Goldman Sachs High Yield Fund	0.70%	0.63%
Goldman Sachs High Yield Municipal Fund	0.55	0.50
Goldman Sachs Emerging Markets Debt Fund	0.80	0.72

- 3 -

Exhibit (d)(36)

FEE REDUCTION COMMITMENT

This FEE REDUCTION COMMITMENT is made as of April 28 , 2006 by GOLDMAN SACHS ASSET MANAGEMENT, L.P. (“GSAM”) and GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL (“GSAMI” and, together with GSAM, the “Advisers”).

WHEREAS, Goldman Sachs Trust (the “Trust”) is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, GSAM serves as the investment adviser to the Balanced, CORE Large Cap Value, Growth and Income, Real Estate Securities, CORE International Equity, CORE U.S. Equity, CORE Large Cap Growth, Large Cap Value, Strategic Growth, Research Select, CORE Tax-Managed, Tollkeeper, Concentrated Growth, CORE Small Cap Equity, Mid Cap Value, Small Cap Value and Growth Opportunities Funds of the Trust and GSAMI serves as the investment adviser to the Asia Growth, European Equity, International Equity, Japanese Equity, Emerging Markets Equity and International Growth Opportunities Funds of the Trust (each a “Fund”), pursuant to a Management Agreement dated April 30, 1997, as amended, and a related Assumption Agreement by and between Goldman, Sachs & Co. and GSAM (together, the “Management Agreement”);

WHEREAS, the Advisers desire to reduce permanently their contractual fee rates under the Management Agreement for the Funds; and

NOW, THEREFORE, for good and valuable consideration receipt of which is hereby acknowledged, the Advisers, intending to be legally bound, agree as follows:

1. Effective the date hereof, the Advisers reduce permanently their contractual fee rates under the Management Agreement for the Funds as follows:

2. Any future amendment to increase or otherwise reinstate the contractual fee rates under the Management Agreement for the Funds as in effect prior to the date hereof

must be approved by the shareholders of the affected Fund(s) as and to the extent required by the 1940 Act.

3. This Fee Reduction Commitment shall be attached to and made a part of the Management Agreement.

4. The Management Agreement shall continue in full force and effect as modified hereby.

IN WITNESS WHEREOF, GSAM and GSAMI have caused this instrument to be executed by their officers designated below as of the day and year first above written.


		GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Attest:	/s/ Deborah Farrell	By:	/s/ Howard Surloff

			(Authorized Officer)

		Name:

		Title


		GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL

Attest:	/s/ Deborah Farrell	By:	/s/ Howard Surloff (Authorized Officer)

		Name:

		Title


Accepted and Agreed as of the Date First Set Forth Above:

GOLDMAN SACHS TRUST

By:	/s/ Howard Surloff

Name:

Title:

- 2 -

ANNEX A

GOLDMAN SACHS TRUST

FEE REDUCTION COMMENT


		Over $1 billion
Fund Name	$0 - $1 billion	up to $2 billion	Over $2 billion
Goldman Sachs Balanced Fund	0.65%	0.59	0.56%
Goldman Sachs CORE Large Cap Value Fund	0.60	0.54	0.52
Goldman Sachs Growth and Income Fund	0.70	0.63	0.60
Goldman Sachs Real Estate Securities Fund	1.00	0.90	0.86
Goldman Sachs Asia Growth Fund	1.00	0.90	0.86
Goldman Sachs CORE International Equity Fund	0.85	0.77	0.73
Goldman Sachs CORE U.S. Equity Fund	0.65	0.59	0.56
Goldman Sachs CORE Large Cap Growth Fund	0.65	0.59	0.56
Goldman Sachs European Equity Fund	1.00	0.90	0.86
Goldman Sachs International Equity Fund	1.00	0.90	0.86
Goldman Sachs Large Cap Value Fund	0.75	0.68	0.65
Goldman Sachs Strategic Growth Fund	1.00	0.90	0.86
Research Select Fund	1.00	0.90	0.86
Goldman Sachs CORE Tax-Managed Equity Fund	0.70	0.63	0.60
Goldman Sachs Tollkeeper Fund	1.00	0.90	0.86
Goldman Sachs Concentrated Growth Fund	1.00	0.90	0.86
Goldman Sachs Japanese Equity Fund	1.00	0.90	0.86


Fund Name	$0 - $2 billion	Over $2 billion
Goldman Sachs CORE Small Cap Equity Fund	0.85%	0.77%
Goldman Sachs Emerging Markets Equity Fund	1.20	1.08
Goldman Sachs International Growth Opportunities Fund	1.10	0.99
Goldman Sachs Mid Cap Value Fund	0.75	0.68
Goldman Sachs Small Cap Value Fund	1.00	0.90
Goldman Sachs Growth Opportunities Fund	1.00	0.90

- 3 -

Exhibit (e)(2)

Amended November 9, 2006

EXHIBIT A TO DISTRIBUTION AGREEMENT

Series (“Funds”) of GOLDMAN SACHS TRUST, a Delaware business trust (the “Trust”)

GOLDMAN SACHS FIXED INCOME FUNDS :

Goldman Sachs Ultra-Short Duration Government Fund*
Goldman Sachs Core Fixed Income Fund
Goldman Sachs Global Income Fund
Goldman Sachs Government Income Fund
Goldman Sachs Municipal Income Fund
Goldman Sachs Short Duration Tax-Free Fund
Goldman Sachs Short Duration Government Fund
Goldman Sachs High Yield Fund
Goldman Sachs High Yield Municipal Fund
Goldman Sachs Enhanced Income Fund
Goldman Sachs Emerging Markets Debt Fund
Goldman Sachs U.S. Mortgages Fund
Goldman Sachs Investment Grade Credit Fund
Goldman Sachs Global Currency Fund
Goldman Sachs California Intermediate AMT-Free Municipal Fund
Goldman Sachs New York Intermediate AMT-Free Municipal Fund
Goldman Sachs Tennessee Municipal Fund
Goldman Sachs Core Plus Fixed Income Fund

GOLDMAN SACHS EQUITY FUNDS :

Goldman Sachs Balanced Fund
Goldman Sachs Structured Large Cap Growth Fund

(formerly Goldman Sachs CORE Large Cap Growth Fund)

Goldman Sachs Structured U.S. Equity Fund

(formerly Goldman Sachs CORE U.S. Equity Fund)

Goldman Sachs Structured Small Cap Equity Fund

(formerly Goldman Sachs CORE Small Cap Equity Fund)

Goldman Sachs Structured International Equity Fund

(formerly Goldman Sachs CORE International Equity Fund)

Goldman Sachs Structured Large Cap Value Fund

(formerly Goldman Sachs CORE Large Cap Value Fund)

Goldman Sachs Structured Tax-Managed Equity Fund

(formerly Goldman Sachs CORE Tax-Managed Equity Fund)

Goldman Sachs Structured U.S. Equity Flex Fund
Goldman Sachs Growth and Income Fund
Goldman Sachs Capital Growth Fund
Goldman Sachs Strategic Growth Fund

Goldman Sachs Growth Opportunities Fund
Goldman Sachs Tollkeeper Fund

(formerly Goldman Sachs Internet Tollkeeper Fund)

Goldman Sachs Large Cap Value Fund
Goldman Sachs Small Cap Value Fund
Goldman Sachs Mid Cap Value Fund
Goldman Sachs Real Estate Securities Fund
Goldman Sachs Research Select Fund
Goldman Sachs Concentrated Growth Fund
Goldman Sachs Small/Mid Cap Growth Fund
Goldman Sachs U.S. Equity Dividend and Premium Fund
Goldman Sachs Structured Small Cap Value Fund
Goldman Sachs Structured Small Cap Growth Fund
Goldman Sachs Strategic International Equity Fund
Goldman Sachs Concentrated International Equity Fund

(formerly Goldman Sachs International Equity Fund)

Goldman Sachs Asia Growth Fund
Goldman Sachs Emerging Markets Equity Fund
Goldman Sachs International Small Cap Fund

(formerly Goldman Sachs International Growth Opportunities Fund)

Goldman Sachs Japanese Equity Fund
Goldman Sachs European Equity Fund
Goldman Sachs Structured International Equity Flex Fund
Goldman Sachs International Real Estate Securities Fund
Goldman Sachs BRIC Fund

GOLDMAN SACHS ASSET ALLOCATION PORTFOLIOS

Goldman Sachs Growth Strategy Portfolio
Goldman Sachs Equity Growth Strategy Portfolio

(formerly Goldman Sachs Aggressive Growth Strategy Portfolio)

Goldman Sachs Balanced Strategy Portfolio
Goldman Sachs Growth and Income Strategy Portfolio

GOLDMAN SACHS MONEY MARKET FUNDS :

Goldman Sachs-Institutional Liquid Assets Portfolios :

Prime Obligations Portfolio
Government Portfolio
Treasury Obligations Portfolio
Federal Portfolio
Money Market Portfolio
Treasury Instruments Portfolio
Tax-Exempt Diversified Portfolio
Tax-Exempt California Portfolio
Tax-Exempt New York Portfolio

- 2 -

Financial Square Funds :

Goldman Sachs Financial Square Treasury Obligations Fund
Goldman Sachs Financial Square Prime Obligations Fund
Goldman Sachs Financial Square Government Fund
Goldman Sachs Financial Square Money Market Fund
Goldman Sachs Financial Square Tax-Free Money Market Fund
Goldman Sachs Financial Square Federal Fund
Goldman Sachs Financial Square Treasury Instruments Fund


GOLDMAN, SACHS & CO.		GOLDMAN SACHS TRUST

By:	/s/ James A. McNamara	By:	/s/ Kaysie Uniacke
Name:	James A. McNamara	Name:	Kaysie Uniacke
Title:	Managing Director	Title:	President of the Trust

- 3 -